<PAGE> 1
As Filed With The Securities And Exchange Commission on January 9, 1998
Registration No. 333-19773
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------------------
DYNAMEX INC.
(Exact name of issuer as specified in its charter)
Delaware 86-0712225
(State of incorporation) (I.R.S. employer identification no.)
1431 Greenway Drive
Suite 345 75038
Irving, Texas (Zip code)
(Address of principal executive office)
---------------------------------------
Dynamex Inc. Amended and Restated 1996 Stock Option Plan
(Full title of the plan)
Robert P. Capps Bruce H. Hallett
Vice President-Chief Financial Officer Crouch & Hallett, L.L.P.
Dynamex Inc. 717 N. Harwood Street
1431 Greenway Drive Suite 1400
Suite 345 Dallas, Texas 75201
Irving, Texas 75038 (214) 953-0053
(972) 756-8184
(Names, addresses and telephone numbers, including area codes,
of agents for service)
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APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:
Sales to the optionees of securities proposed to be registered hereunder will
occur from time to time after the effective date of this Registration
Statement.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price Per Share Offering Price Registration Fee*
- - ------------------- ------------ ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 1,000,000 Shs. $11.188 $11,188,000 $3,426
- - -----------------------------------------------------------------------------------------------------------------
</TABLE>
*A filing fee of $2,172 was paid with the initial filing of the Form S-8 on
January 14, 1997 with respect to 630,000 shares registered thereon. An
additional fee of $1,254 is being paid with respect to the 370,000 additional
shares being registered in this Post-Effective Amendment No. 1. This
additional fee was estimated solely for purposes of calculating the
registration fee, which has been computed in accordance with Rule 457(h), based
on the average high and low prices of the registrant's Common Stock on January
7, 1998, as reported on the Nasdaq National Market.
<PAGE> 2
ITEMS 3 THROUGH 7. INCORPORATION OF REGISTRATION STATEMENT BY REFERENCE.
The Company's Registration Statement on Form S-8 (File No. 333-19773)
is hereby incorporated by reference into this Registration Statement.
ITEM 8. EXHIBITS.
4(a) Dynamex Inc. Amended and Restated 1996 Stock Option
Plan,filed as an exhibit to the Company's Form 10-K for
the fiscal year ended July 31, 1997 filed on October
28, 1997, and incorporated herein by reference.
5 Opinion of Crouch & Hallett, L.L.P. (filed herewith).
23(a) Independent Auditors' Consent of Deloitte & Touche
(filed herewith)
23(b) Consent of Crouch & Hallett, L.L.P. (included as part
of Exhibit 5).
-1-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this post-effective Amendment to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dallas
and the State of Texas, on the 5th day of January, 1998.
DYNAMEX INC.
By /s/ Robert P. Capps
-----------------------------
Robert P. Capps, Vice President-Chief
Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Dynamex Inc. hereby
severally constitute and appoint Richard K. McClelland and Robert P. Capps,
and each of them singly, our true and lawful attorneys, with full power to them
and each of them singly, to sign for us in our names in the capacities
indicated below, all pre-effective and post-effective amendments to this
Registration Statement, and generally to do all things in our names and on our
behalf in such capacities to enable Dynamex Inc. to comply with the provisions
of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this post-effective Amendment to Registration Statement has been
signed below by the following persons in the capacities and on January 5, 1998.
NAME TITLE
---- -----
/s/ Richard K. McClelland President, Chief Executive Officer and
- - ------------------------------- Chairman of the Board (Principal
Richard K. McClelland Executive
/s/ Robert P. Capps Vice President-Chief Financial Officer
- - ------------------------------ (Principal Financial Officer)
Robert P. Capps
II-1
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/s/ John J. Wellik Vice President, Controller and Secretary
- - ------------------------------ (Principal Accounting Officer)
John J. Wellik
/s/ James M. Hoak Director
- - -----------------------------
James M. Hoak
/s/ Wayne Kern Director
- - -----------------------------
Wayne Kern
/s/ Stephen P. Smiley Director
- - ----------------------------
Stephen P. Smiley
/s/ Brian J. Hughes Director
- - ----------------------------
Brian J. Hughes
/s/ Kenneth H. Bishop Director
- - ----------------------------
Kenneth H. Bishop
/s/ E. T. Whalen Director
- - ----------------------------
E. T. Whalen
II-2
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INDEX TO EXHIBITS
4(a) Dynamex Inc. Amended and Restated 1996 Stock Option Plan,filed
as an exhibit to the Company's Form 10-K for the fiscal year
ended July 31, 1997 filed on October 28, 1997, and
incorporated herein by reference.
5 Opinion of Crouch & Hallett, L.L.P. (filed herewith).
23(a) Independent Auditors' Consent of Deloitte & Touche (filed
herewith)
23(b) Consent of Crouch & Hallett, L.L.P. (included as part of
Exhibit 5).
E-1
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Exhibit 5
(214) 953-0053
January 9, 1998
Dynamex Inc.
1431 Greenway Drive
Suite 345
Irving, Texas 75038
Gentlemen:
We have served as counsel for Dynamex Inc., a Delaware corporation
(the "Company"), in connection with the Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") filed under
the Securities Act of 1933, as amended, covering the issuance of 1,000,000
shares (the "Shares") of Common Stock, $0.01 par value, of the Company to be
issued in connection with the Dynamex Inc. Amended and Restated 1996 Stock
Option Plan.
We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed herein. Based upon the foregoing, we
are of the opinion that the Shares, when issued and delivered, will be duly and
validly issued and outstanding, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Crouch & Hallett, LLP
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Exhibit 23(a)
[Deloitte & Touche LLP letterhead]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dynamex Inc. on Form S-8 of our report dated September 19, 1997 (except for Note
3(b) which is as of September 29, 1997), appearing in the Annual Report on Form
10-K of Dynamex Inc. for the year ended July 31, 1997.
/s/ DELOITTE & TOUCHE
Toronto, Canada
January 9, 1998
