<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1997
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
SIMON TRANSPORTATION SERVICES INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
NEVADA 4213 87-0545608
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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4646 SOUTH 500 WEST
SALT LAKE CITY, UTAH 84123
(801) 268-9100
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------
RICHARD D. SIMON
CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
SIMON TRANSPORTATION SERVICES INC.
4646 SOUTH 500 WEST
SALT LAKE CITY, UTAH 84123
(801) 268-9100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copies to:
MARK A. SCUDDER, ESQ. ROBERT WALKER, ESQ.
HEIDI HORNUNG SCHERR, ESQ. BAKER, DONELSON, BEARMAN & CALDWELL
SCUDDER LAW FIRM, P.C. 20TH FLOOR, FIRST TENNESSEE BUILDING
411 SOUTH 13TH STREET, SUITE 200 165 MADISON AVENUE
LINCOLN, NEBRASKA 68508 MEMPHIS, TENNESSEE 38103
(402) 435-3223 (901) 526-2000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-20019.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
PRICE PER SHARE (1) PRICE (1) FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par value 230,000 shares $16.50 $3,795,000 $1,150
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933.
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The information in the Registration
Statement on Form S-1 (Reg. No. 333-20019) filed by Simon Transportation
Services Inc. with the Securities and Exchange Commission (the "Commission") on
January 17, 1997, and which was declared effective on February 12, 1997, is
incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
Number Description
- ------ -----------
5 Opinion, including consent of Scudder Law Firm, P.C., counsel to Simon
Transportation Services Inc., as to the legality of the securities
being registered.
23.1 Consent of Scudder Law Firm, P.C. (included in their opinion filed as
Exhibit 5 to this Registration Statement).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Salt Lake City, State of
Utah, on February 12, 1997.
SIMON TRANSPORTATION SERVICES INC.
By: /s/ Richard D. Simon
------------------------------------
Richard D. Simon, Chairman of the
Board, President, and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Richard D. Simon Chairman of the Board, President, and February 12, 1997
- ---------------------- Chief Executive Officer; Director
Richard D. Simon (principal executive officer)
/s/ Alban B. Lang Chief Financial Officer, Treasurer, and February 12, 1997
- ---------------------- Secretary; Director (principal financial
Alban B. Lang and accounting officer)
/s/ Irene Warr Director February 12, 1997
- ----------------------
Irene Warr
/s/ H. J. Frazier Director February 12, 1997
- ----------------------
H. J. Fraizer
</TABLE>
<PAGE>
EXHIBIT INDEX
Number Description
------ -----------
5 Opinion, including consent of Scudder Law Firm, P.C., counsel to
Simon Transportation Services Inc., as to the legality of the
securities being registered.
23.1 Consent of Scudder Law Firm, P.C. (included in their opinion
filed as Exhibit 5 to this Registration Statement).
23.2 Consent of Arthur Andersen LLP, independent public accountants.
<PAGE>
EXHIBIT 5
February 12, 1997
Simon Transportation Services Inc.
4646 South 500 West
Salt Lake City, UT 84123
RE: Registration Statement on Form S-1 -
230,000 Shares of Class A Common Stock Relating to an Increase in
Shares Offered Pursuant to Registration No. 333-20019
------------------------------------------------------
Ladies and Gentlemen:
Scudder Law Firm, P.C. has served as legal counsel to Simon Transportation
Services Inc., a Nevada corporation (the "Company"), in the preparation and
filing with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-1 dated January 17, 1997, Registration No. 333-20019 (the
"Original Registration Statement").
We also served as legal counsel to the Company in connection with the
preparation and filing of a registration statement filed by the Company pursuant
to Rule 462(b) under the Securities Act (the "Additional Registration
Statement"). The Additional Registration Statement covers the registration of
230,000 additional shares (30,000 subject to the underwriters' over-allotment
option) of the Company's Class A Common Stock (the "Additional Shares") for sale
by Richard D. Simon, the principal selling stockholder under the Original
Registration Statement.
In connection with the following opinion, we have examined and have relied
upon such documents, records, certificates, statements, and instruments as
we have deemed necessary and appropriate.
Based upon the foregoing, it is our opinion that the Additional Shares of
Class A Common Stock, when and if sold in the manner set forth in the Additional
Registration Statement, will be legally and validly issued, fully paid, and
nonassessable.
The undersigned hereby consents to the filing of this opinion as Exhibit 5
to the Additional Registration Statement and the use of its name in the
Additional Registration Statement under the caption of the prospectus entitled
"Legal Matters" and elsewhere it may appear.
Very truly yours,
Scudder Law Firm, P.C.
By: /s/ Mark A. Scudder
--------------------------
Mark A. Scudder, Principal
MAS:ljc
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-1 of our report dated
October 11, 1996 included in Simon Transportation Services Inc.'s Registration
Statement on Form S-1 (Registration No. 333-20019) filed with the Securities and
Exchange Commission on January 17, 1997 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Salt Lake City, Utah
February 11, 1997
