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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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EAGLE USA AIRFREIGHT, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0094895
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3214 LODESTAR
HOUSTON, TEXAS 77032
(281) 821-0300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
JAMES R. CRANE
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
EAGLE USA AIRFREIGHT, INC.
3214 LODESTAR
HOUSTON, TEXAS 77032
(281) 821-0300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
GENE J. OSHMAN STEVEN K. COCHRAN
BAKER & BOTTS, L.L.P. THOMPSON & KNIGHT, P.C.
3000 ONE SHELL PLAZA 1700 PACIFIC AVENUE, SUITE 3300
HOUSTON, TEXAS 77002-4995 DALLAS, TEXAS 75201-1700
(713) 229-1234 (214) 969-1700
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with
dividend or interest reinvestment plans, 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] 333-44005
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of each class of to be price per offering registration
securities to be registered registered (1) share (1) price (2) (3) fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share . . . . . . . -- -- $6,900,000 $2,036
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</TABLE>
(1) In accordance with Rule 457(o) under the Securities Act of 1933, as
amended, the number of shares being registered and the proposed maximum
offering price per share are not included in this table.
(2) Includes shares of Common Stock that may be purchased from the Company by
the Underwriters pursuant to their over-allotment option.
(3) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee
based upon the average of the high and low sales prices reported on the
Nasdaq National Market on January 27, 1998.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-44005) filed by Eagle USA
Airfreight, Inc., a Texas corporation (the "Company"), with the Securities and
Exchange Commission on January 9, 1998, as amended by Amendment No. 1 thereto
filed on January 27, 1998, are incorporated herein by reference. Filed as
exhibits hereto are the following opinions and consents:
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
*24 -- Powers of Attorney.
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-3, as amended (Reg. No. 333-44005)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 28th day of
January, 1998.
EAGLE USA AIRFREIGHT, INC.
By: /s/ James R. Crane
-----------------------------------
James R. Crane
President and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ James R. Crane President and Chairman of the January 28, 1998
- ------------------------------------------------- Board (Principal Executive
James R. Crane Officer)
/s/ Douglas A. Seckel Chief Financial Officer, January 28, 1998
- ------------------------------------------------- Secretary, Treasurer and
Douglas A. Seckel Director (Principal Financial
and Accounting Officer)
* Director January 28, 1998
- -------------------------------------------------
Frank J. Hevrdejs
* Director January 28, 1998
-------------------------------------------------
Neil E. Kelley
* Director January 28, 1998
- -------------------------------------------------
William P. O'Connell
*By: /s/ Douglas A. Seckel
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Douglas A. Seckel
Attorney-in-Fact
</TABLE>
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INDEX TO EXHIBITS
5 -- Opinion of Baker & Botts, L.L.P.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of Baker & Botts, L.L.P. (included in Exhibit 5).
*24 -- Powers of Attorney.
- ----------------------
* Incorporated by reference from the Registrant's Registration Statement on
Form S-3, as amended (Reg. No. 333-44005)
<PAGE> 1
EXHIBIT 5
[Letterhead of Baker & Botts, L.L.P.]
021031.0109
January 28, 1998
Eagle USA Airfreight, Inc.
3214 Lodestar
Houston, Texas 77032
Gentlemen:
As set forth in the Registration Statement on Form S-3 (the
"Registration Statement") proposed to be filed by Eagle USA Airfreight, Inc., a
Texas corporation (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to 250,000 shares (the
"Shares") of the Company's common stock, par value $.001 per share ("Common
Stock"), together with 37,500 additional shares of Common Stock (the
"Additional Shares") subject to the underwriters' over-allotment option as
described in the Registration Statement, certain legal matters in connection
with the Shares and the Additional Shares are being passed upon for you by us.
We understand that the Shares and any Additional Shares are to
be sold by Mr. James R. Crane and the Company, respectively, pursuant to the
terms of an Underwriting Agreement (the "Underwriting Agreement") in
substantially the form filed as Exhibit 1.1 to the Registration Statement.
In our capacity as your counsel in the connection referred to
above, we have examined the Second Amended and Restated Articles of
Incorporation and the Amended and Restated Bylaws of the Company, each as
amended to date, the originals, or copies certified or otherwise identified, of
corporate records of the Company, certificates of public officials and of
representatives of the Company, statutes and other instruments and documents as
a basis for the opinions hereinafter expressed.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
1. The Company is a corporation duly incorporated under
the laws of the State of Texas.
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Eagle USA Airfreight, Inc. -2- January 28, 1998
2. The Shares have been duly authorized by all necessary
corporate action on the part of the Company and are validly issued,
fully paid and nonassessable.
3. When offered as described in the Registration
Statement, and upon (a) the taking of action by the duly authorized
Pricing Committee of the Board of Directors of the Company to approve
the Underwriting Agreement and (b) the sale of any Additional Shares
in accordance with the terms and provisions of the Underwriting
Agreement and as described in the Registration Statement, any
Additional Shares will be duly authorized by all necessary corporate
action on the part of the Company, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to us under "Legal Matters"
in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Baker & Botts, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-3
of our report dated November 21, 1997, except for Note 12, as to which the date
is January 23, 1998, appearing on page F-2 relating to the financial statements
of Eagle USA Airfreight, Inc. which appears in Amendment No. 1 to the
Registration Statement on Form S-3 (Reg. No. 333-44005) filed on January 27,
1998, which is incorporated by reference herein. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
Houston, Texas
January 28, 1998
