SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(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)
August 23, 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 7 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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| 7 | SOLE VOTING POWER
| |
| | 580,915
NUMBER OF |---------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | |
OWNED BY | | 0
EACH |---------------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON | |
WITH | | 580,915
|---------------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| |
| | 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 580,915
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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)
|
| 5.07%(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.
Item 1. Security and Issuer.
The class of equity security to which this Schedule 13D relates is the
common stock, $0.01 par value (the "Common Stock"), of USA Truck, Inc., a
Delaware corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 3200 Industrial Park Road, Van Buren, Arkansas 72956.
Item 2. Identity and Background.
The name of the person filing this Schedule 13D is Liberate
Technologies, a Delaware corporation ("Liberate"). Liberate was a provider of
software for digital cable television systems. Liberate's software enabled cable
operators to run multiple services, including high-definition television,
interactive programming guide, video on demand, personal video recorders and
games, on multiple platforms. As a result of the sale of substantially all of
its assets in 2005, Liberate currently has no significant operating business.
Liberate's executive offices are located at 310 University Ave., Suite
201, Palo Alto, California 94301.
The name, citizenship, principal occupation and business address of
each executive officer and director of Liberate are set forth in Schedule I
hereto, which is incorporated by reference herein.
During the last five years, none of the persons or entities referred to
in this Item 2 (including those persons listed on Schedule I hereto) has been
(i) convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors) or (ii) a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 580,915 shares of Common Stock
purchased by Liberate as of August 31, 2006 was $10,124,222.87. The source of
funding for the purchase was Liberate's general working capital.
Item 4. Purpose of Transaction.
Liberate purchased the shares of Common Stock for investment purposes
because it believes them to be undervalued in the marketplace. Except as noted
in this Item 4, Liberate does not have any plans or proposals that relate to or
could result in any of the matters referred to in the instructions to Item 4 of
Schedule 13D. Liberate has and may in the future engage in discussions with the
Issuer's management. In addition, Liberate may (a) acquire additional shares of
Common Stock at any time and from time to time in the open market or otherwise,
(b) dispose of all or any portion of the shares at any time and from time to
time in the open market or otherwise or (c) continue to hold some or all of the
shares.
Item 5. Interest in Securities of the Issuer.
(a) Liberate beneficially owns (as that term is defined in Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) 580,915
shares of Common Stock, representing approximately 5.07% 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,
580,915 shares of Common Stock. Except as set forth in this Schedule 13D, to the
knowledge of Liberate, no person named in Item 2 beneficially owns any shares of
Common Stock.
(c) The trading dates, number of shares of Common Stock purchased and
the price per share for all transactions related to Common Stock by Liberate for
the last 60 days are set forth in Schedule II hereto and are incorporated herein
by reference. All purchases were open market purchased made on the NASDAQ.
Except as described in this Schedule 13D, 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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
To the knowledge of Liberate, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and between
such persons and any other person with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any shares of Common
Stock, finder's fees, joint ventures, loans or option arrangements, puts or
calls, guarantees or profits, division of profits or loss or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Not Applicable
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 1, 2006
LIBERATE TECHNOLOGIES
By: /s/ Mark Scadina
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Name: Mark Scadina
Title: Executive Vice President &
General Counsel
SCHEDULE I
Directors and Executive Officers of Liberate Technologies
The following table sets forth the name and present principal
occupation of each of the executive officers and directors of Liberate
Technologies. Unless otherwise indicated, the current business address of each
of these individuals at Liberate Technologies is 310 University Ave., Suite 201,
Palo Alto, California 94301 and each of these individuals is a citizen of the
United States.
Name and Business or Home Position with Liberate Technologies and Present
Address and Citizenship Principal Occupation or Employment
Phil Vachon Director and President of Liberate Technologies
Gregory Wood Director and Executive Vice President and Chief
Financial Officer of Liberate Technologies
Patrick Nguyen Director and Executive Vice President Corporate
Development of Liberate Technologies
Mark Scadina Director and Executive Vice President and
General Counsel of Liberate Technologies
SCHEDULE II
Number of Shares
Trade Date of Common Stock Purchased Price per Share
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6/26/2006 150 17.29
6/26/2006 3,966 17.30
6/26/2006 200 17.342
6/26/2006 119 17.35
6/26/2006 100 17.36
6/26/2006 700 17.39
6/26/2006 300 17.391
6/26/2006 47,665 17.40
6/26/2006 11,000 17.50
6/27/2006 615 17.26
6/27/2006 702 17.27
6/27/2006 6,604 17.30
6/27/2006 2,898 17.31
6/27/2006 10,580 17.32
6/27/2006 15,000 17.45
6/27/2006 4,400 17.48
6/27/2006 12,000 17.50
6/28/2006 284 17.21
6/28/2006 1,007 17.29
6/28/2006 353 17.33
6/28/2006 22,230 17.35
6/28/2006 300 17.45
6/28/2006 42 17.50
6/29/2006 14 17.47
6/29/2006 700 17.50
7/17/2006 200 17.42
7/17/2006 150 17.43
7/17/2006 363 17.44
7/17/2006 100 17.45
7/17/2006 1,100 17.46
7/17/2006 2,641 17.47
7/17/2006 300 17.48
7/17/2006 4,746 17.50
8/8/2006 94 17.16
8/8/2006 300 17.18
8/8/2006 813 17.20
8/8/2006 500 17.21
8/8/2006 9 17.23
8/8/2006 15 17.25
8/8/2006 300 17.26
8/8/2006 100 17.28
8/8/2006 400 17.29
8/8/2006 424 17.30
8/8/2006 1,100 17.31
8/8/2006 2,300 17.315
8/8/2006 1,690 17.32
8/8/2006 250 17.37
8/8/2006 1,700 17.40
8/8/2006 3,956 17.50
8/8/2006 40,000 17.52
8/9/2006 3 17.31
8/9/2006 1,200 17.34
8/9/2006 547 17.36
8/9/2006 100 17.38
8/9/2006 900 17.40
8/9/2006 4,729 17.41
8/9/2006 1,627 17.44
8/9/2006 220 17.45
8/9/2006 100 17.465
8/9/2006 1,100 17.47
8/9/2006 1,553 17.50
8/10/2006 400 17.31
8/10/2006 200 17.34
8/10/2006 1,800 17.36
8/10/2006 500 17.37
8/10/2006 1000 17.38
8/10/2006 700 17.40
8/10/2006 300 17.46
8/10/2006 185 17.49
8/10/2006 4,417 17.50
8/10/2006 2,800 17.72
8/11/2006 850 17.4329
8/11/2006 700 17.44
8/11/2006 4,510 17.45
8/11/2006 22,940 17.50
8/14/2006 1,290 17.50
8/15/2006 6,017 17.50
8/16/2006 100 17.49
8/16/2006 13,010 17.50
8/23/2006 125 17.12
8/23/2006 5,217 17.17
8/23/2006 300 17.19
8/23/2006 101 17.22
8/23/2006 100 17.27
8/23/2006 408 17.33
8/23/2006 4,500 17.345
8/23/2006 17,100 17.35
8/23/2006 48,262 17.36
8/23/2006 15,616 17.41
8/23/2006 27,500 17.48
8/23/2006 8,523 17.50