SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
USA Truck, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
902925106
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(CUSIP Number)
Mark Scadina
Executive Vice President & General Counsel
Liberate Technologies
310 University Ave., Suite 201
Palo Alto, California 94301
(650) 330-8960
With a copy to:
Kenton J. King, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California 94301
(650) 470-4500
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 12, 2006
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
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CUSIP No. 902925106 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Liberate Technologies
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 570,915
OWNED BY ------------------------------------------------------
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
570,915
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,915
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(1)
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14 TYPE OF REPORTING PERSON
CO
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(1) Based on 11,448,122 shares of Common Stock (as defined in Item 1 below)
stated to be outstanding as of July 25, 2006 by the Issuer (as defined in Item
1 below) in the Issuer's Form 10-Q relating to the Issuer's fiscal quarter
ending June 30, 2006 filed with the Securities and Exchange Commission.
This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed
by Liberate Technologies ("Liberate") pursuant to Rule 13d-2(a) of the Rules
and Regulations promulgated under the Securities and Exchange Act of 1934, as
amended, to amend and supplement the statement on Schedule 13D filed on August
23, 2006 (the "Schedule 13D"), with respect to the common stock, par value
$0.01 per share (the "Common Stock"), of USA Truck, Inc., a Delaware
corporation (the "Issuer"). Capitalized terms used in this Amendment and not
otherwise defined herein have the meanings set forth in the Schedule 13D. The
information set forth in response to each separate Item shall be deemed to be a
response to all Items where such information is relevant.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following:
The aggregate sale price of the 10,000 shares of Common Stock sold by
Liberate on September 12, 2006 was $176,602.02.
Item 5. Interest in Securities of the Issuer.
Items 5(a) - (b) are hereby amended and restated in their entirety as
follows:
(a) Liberate beneficially owns (as that term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) 570,915
shares of Common Stock, representing approximately 4.99% of the outstanding
shares of Common Stock (based on 11,448,122 shares of Common Stock stated to be
outstanding as of July 25, 2006 by the Issuer in the Issuer's Form 10-Q
relating to the Issuer's fiscal quarter ending June 30, 2006 filed with the
Securities and Exchange Commission).
(b) For the purposes of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended, Liberate has sole power to vote or to direct
the voting of, and sole power to dispose or to direct the disposition of,
570,915 shares of Common Stock. Except as set forth in the Schedule 13D as
amended by this Amendment, to the knowledge of Liberate, no person named in
Item 2 beneficially owns any shares of Common Stock.
Item 5(c) is hereby amended by deleting the last sentence thereof and
adding the following:
The trade dates, number of shares of Common Stock sold and the price
per share of the shares of Common Stock sold during the last 60 days are set
forth in Schedule III hereto and are incorporated herein by reference. All
sales were open market sales made on the NASDAQ. Except as described in the
Schedule 13D as amended by this Amendment, during the past 60 days there have
been no other transactions in the securities of the Issuer effected by
Liberate, or to the knowledge of Liberate, the other persons named in Item 2.
Item 5(e) is hereby amended and restated in its entirety as follows:
(e) Liberate ceased to be the beneficial owner of more than 5% of the
Common Stock on September 12, 2006.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information in this statement is true, complete and correct.
Dated: September 13, 2006
LIBERATE TECHNOLOGIES
By: /s/ Mark Scadina
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Name: Mark Scadina
Title: Executive Vice President & General
Counsel
SCHEDULE III
Trade Date Number of Shares of Common Stock Sold Price per Share
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7/12/2006 1,972 17.70
7/12/2006 114 17.68
7/12/2006 7,914 17.65