SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 19, 2000
SIMON TRANSPORTATION SERVICES INC.
(Exact name of registrant as specified in its charter)
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Nevada 0-27208 87-0545608
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification No.)
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5175 West 2100 South, West Valley City, Utah 84123
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 924-7000
N/A
(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On September 19, 2000, Jerry Moyes, through the Moyes Children's
Limited Partnership (the "Partnership"), completed the purchase of all 913,751
shares of the registrant's Class B common stock (the "Purchase") from a trust
affiliated with the registrant's then-Chairman and Chief Executive Officer,
Richard D. Simon. The Partnership used borrowed funds to finance the private
transaction at a price of $9.00 per share for an aggregate purchase price of
$8,223,759. The funds for the Purchase were obtained through a margin loan from
the investment banking firm of Morgan Keegan & Company, Inc. The margin loan is
at a market interest rate and secured by shares acquired in the Purchase and
shares of Swift Transportation Co., Inc. common stock owned by the Partnership.
The Class B common stock had entitled Mr. Simon and his family members
to two votes per share, but were automatically converted into shares of Class A
common stock (the "Shares") when sold to the Partnership and entitle the
Partnership to only one vote per share. With the double-voting Class B common
stock, Mr. Simon controlled approximately 26% of the combined voting power of
the Class A and Class B common stock. Following the Purchase, Mr. Moyes
individually, SME Steel Contractors, Inc., a Utah corporation ("SME-Utah"), The
Jerry & Vickie Moyes Family Trust Dated 12/11/87 (the "Moyes Trust"), and the
Partnership together hold beneficial ownership of approximately 48% of the
outstanding Class A common stock, the only class outstanding following the
Purchase. Mr. Moyes is the direct and beneficial owner of 348,000 shares.
SME-Utah is the direct and beneficial owner of 456,800 Shares. Mr. Moyes owns
approximately 75% of the outstanding voting stock of SME Industries Inc., a
Nevada corporation, which in turn owns 100% of the outstanding voting stock of
SME-Utah. The Moyes Trust is the direct and beneficial owner of 1,213,298
Shares. Mr. Moyes and his wife are grantors, trustees, and beneficiaries of the
Moyes Trust. The Partnership is the direct and beneficial owner of 913,751
Shares. Ronald Moyes, the brother of Jerry Moyes, is the sole general partner of
the Partnership.
Mr. Moyes has been appointed Chairman of the Board and has been granted
warrants to purchase 300,000 additional Shares at a price of $7.00 per share.
Also appointed to the registrant's Board of Directors were Lou Edwards, Gordon
K. Holladay, Earl H. Scudder, and Jon Isaacson, all of whom were suggested by
Mr. Moyes. Mr. Isaacson has been appointed to serve as the registrant's new
Chief Executive Officer. To make way for the newly-appointed directors and Chief
Executive Officer, Mr. Simon resigned as Chairman of the Board and Chief
Executive Officer, and all of the registrant's former directors, with the
exception of Mr. Simon and his son Kelle A. Simon, resigned as directors. The
number of director positions comprising the registrant's Board of Directors was
reduced from nine to seven.
The following is a summary of certain provisions of (a) the Warrant
Agreement dated September 19, 2000, by and between the registrant and Mr. Moyes
(the "Warrant Agreement"), and (b) the Voting Agreement dated September 19,
2000, by and between the registrant and certain of the stockholders of the
registrant, including Mr. Moyes, the Trust, SME-Utah, and the Partnership (the
"Voting Agreement"). This summary is qualified in its entirety by the actual
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provisions of the foregoing documents, each of which is filed as an Exhibit to
this Form 8-K and is incorporated herein by this reference.
(a) Warrant Agreement. Pursuant to the terms of the Warrant Agreement,
the registrant granted to Mr. Moyes warrants to purchase 300,000 Shares at $7.00
per share, which warrants shall become exercisable at the rate of 100,000 per
year on each of September 19, 2001, 2002, and 2003.
(b) Voting Agreement. Pursuant to the terms of the Voting Agreement,
the registrant agrees to submit to its stockholders at the next annual or
special meeting of stockholders the Option Proposal (as hereafter defined) for
review and a vote thereon by the registrant's stockholders, and the stockholders
party to the Voting Agreement, including, but not limited to: Mr. Moyes, the
Moyes Trust, SME-Utah, and the Partnership, agree to vote all of the Shares
owned by them in favor of and for approval of the Option Proposal (as hereafter
defined). "Option Proposal," shall mean the following: (i) the issuance of
options to purchase up to 375,000 Shares to certain executive employees of the
registrant; (ii) the issuance of warrants to purchase up to 300,000 Shares to
Mr. Moyes; (iii) the issuance of Shares upon the exercise of such options or
warrants; and (iv) the amendment of the registrant's Incentive Stock Plan
required to facilitate the issuance of more than 25,000 Shares upon the exercise
of such options.
Other than the foregoing, there are no arrangements or understandings
between members of both the former and new control groups and their associates
with respect to the election of directors or other matters.
The Purchase is described in an Information Statement filed with the
Securities and Exchange Commission on September 8, 2000, pursuant to Section
14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (the
"Information Statement"). By this reference the Information Statement is made a
part hereof. A copy of the press release announcing the Purchase is attached
hereto as Exhibit 99.3 and by this reference made a part hereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
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Exhibit Description
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99.1 Warrant Agreement dated September 19, 2000, by and between
the registrant and Mr. Moyes.
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99.2 Voting Agreement dated September 19, 2000, by and between
the registrant and certain of the stockholders of the
registrant.
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99.3 Press Release dated September 19, 2000.
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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.
SIMON TRANSPORTATION SERVICES INC.
Date: October 4, 2000 By: /s/ Alban B. Lang
Alban B. Lang, Chief Financial Officer,
Treasurer, and Secretary
