UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2006 FORWARD AIR CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 - ---------------------------- -------------------------- -------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 430 Airport Road Greeneville, Tennessee 37745 - ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (423) 636-7000 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 and Item 8.01. Results of Operations and Financial Condition and Other Events. Attached as Exhibit 99.1 and incorporated herein by reference is a copy of a press release, dated February 13, 2006, announcing, among other things, the financial results of Forward Air Corporation (the "Company") for the quarter and year ended December 31, 2005. The February 13, 2006 press release also announced that the Company's Board of Directors declared a quarterly cash dividend of $0.07 per share of common stock, an increase from the quarterly rate of $0.06 per share that had been followed since the first quarter of 2005. The Registrant's fifth cash dividend is payable to common stock shareholders of record at the close of business on March 17, 2006 and is expected to be paid on March 31, 2006. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being furnished as part of this Report. Exhibit Number Description - -------------------------------------------------------------------------------- 99.1 Press Release of Forward Air Corporation dated February 13, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORWARD AIR CORPORATION Date: February 13, 2006 By: /s/ Andrew C. Clarke ------------------------- Andrew C. Clarke Chief Financial Officer and Senior Vice President EXHIBIT INDEX No. Exhibit - -------------------------------------------------------------------------------- 99.1 Press Release of Forward Air Corporation dated February 13, 2006.