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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1997
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REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
(Exact name of registrant as specified in its charter)
GEORGIA
(State or other jurisdiction of incorporation or organization)
58-1915632
(I.R.S. Employer Identification No.)
5025 DERRICK JONES ROAD, SUITE 120,
ATLANTA, GEORGIA 30349
(Address of principal executive offices)
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
1996 STOCK OPTION PLAN
(Full title of the Plans)
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<S> <C>
DENNIS A. BAKAL Copies to:
PRESIDENT JON H. KLAPPER, ESQ.
PROFESSIONAL TRANSPORTATION GROUP LTD., INC. NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
5025 DERRICK JONES ROAD, SUITE 120 FIRST UNION PLAZA, SUITE 1400
ATLANTA, GEORGIA 30349 999 PEACHTREE STREET
(770) 907-3360 ATLANTA, GEORGIA 30309
(770) 907-3392(FAX) (404) 817-6000
(Name, address, including zip code, and telephone (404) 817-6050 (FAX)
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE PRICE
<S> <C> <C> <C> <C>
Common Stock, no par value 1,500,000 $3.4375 $5,156,250 $1,562.50
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457 (c) and (h) on the basis of the average of the high
and low prices of the Company's Common Stock on August 27, 1997, as
reported by the National Association of Securities Dealer's automated
quotation system.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by Professional Transportation Group Ltd.,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement as
of their respective dates:
(a) the Company's Registration Statement on Form SB-2, declared
effective by the Commission on June 19, 1997 (File No. 333-24619);
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
since June 19, 1997; and
(c) the description of the Company's common stock, no par value (the
"Common Stock"), contained in the Company's Registration Statement
on Form 8-A, declared effective by the Commission on June 19, 1997,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement, and prior to the filing of a post-effective amendment
that indicate that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation contain a provision which, subject
to certain limited exceptions, limits the liability of a director to the
Company or its shareholders for any breach of duty as a director. There is no
limitation of liability for: a breach of duty involving appropriation of a
business opportunity of the Company; an act or omission which involves
intentional misconduct or a knowing
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violation of law; any transaction from which the director derives an improper
personal benefit; or as to any payments of a dividend or any other type of
distribution that is illegal under Section 14-2-832 of the Georgia Business
Corporation Code (the "Code"). In addition, if at any time the Code shall have
been amended to authorize further elimination or limitation of the liability of
director, then the liability of each director of the Company shall be
eliminated or limited to the fullest extent permitted by such provisions, as so
amended, without further action by the shareholders, unless the provisions of
the Code require such action. The provision does not limit the right of the
Company or its shareholders to seek injunctive or other equitable relief not
involving payments in the nature of monetary damages.
The Company's bylaws contain certain provisions which provide
indemnification to directors of the Company that is broader than the protection
expressly mandated in Sections 14-2-852 and 14-2-857 of the Code. To the
extent that a director or officer of the Company has been successful, on the
merits or otherwise, in the defense of any action or proceeding brought by
reason of the fact that such person was a director or officer of the Company,
Sections 14-2-852 and 14-2-857 of the Code would require the Company to
indemnify such persons against expenses (including attorney's fees) actually
and reasonably incurred in connection therewith. The Code expressly allows the
Company to provide for greater indemnification rights to its officers and
directors, subject to shareholder approval.
The indemnification provisions in the Company's bylaws require the Company
to indemnify and hold harmless any director who was or is a party or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative
(including any action or suit by or in the right of the Company) because he is
or was a director of the Company, against expenses (including, but in no way
limited to, attorney's fees and disbursements, court costs and expert witness
fees), and against judgments, fines, and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or
proceeding. Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the Board of Directors, the
shareholders or otherwise. The Board of Directors of the Company also has the
authority to extend to officers, employees and agents the same indemnification
rights held by directors, subject to all the accompanying conditions and
obligations. Indemnified persons would also be entitled to have the Company
advance expenses prior to the final disposition of the proceeding. If it is
ultimately determined that they are not entitled to indemnification, however,
such amounts would be repaid. Insofar as indemnification for liability rising
under the Act may be permitted to officers and directors of the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
4.1 Professional Transportation Group Ltd., Inc. 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form SB-2 (File No. 333-24619).
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
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23.1 Consent of Independent Auditors.
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included as
part of Exhibit 5.1).
ITEM 9. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) Include any additional or changed material information on the
plan of distribution;
provided, however, that the undertakings set forth in paragraph (i)
and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement;
(b) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering;
(c) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual Report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or
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otherwise, the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of
the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
[Remainder of page left blank intentionally]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 2nd day of
September, 1997.
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
By: /s/ Dennis A. Bakal
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Dennis A. Bakal
President
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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SIGNATURE CAPACITY DATE
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/s/ Dennis A. Bakal President, Chief Executive Officer and September 2, 1997
- ------------------------------------------- Director (principal executive officer)
Dennis A. Bakal
/s/ Peter C. Roth Chief Financial Officer (principal financial September 2, 1997
- ------------------------------------------- and accounting officer)
Peter C. Roth
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EXHIBIT INDEX
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Exhibit
Number Exhibit Page No.
- ------ ------- --------
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4.1 Professional Transportation Group Ltd., Inc. 1996 Stock Option Plan (incorporated
by reference to Exhibit 10.1 to the Company's Registration Statement on Form SB-2
(File No. 333-24619).
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 Consent of Independent Auditors.
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included as part
of Exhibit 5.1).
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EXHIBIT 5.1
LAW OFFICES
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
FIRST UNION PLAZA, SUITE 1400
999 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309
TELEPHONE (404) 817-6000
TELECOPIER (404) 817-6050
OTHER OFFICES:
Charleston, South Carolina
Charlotte, North Carolina
Columbia, South Carolina
Greenville, South Carolina
Myrtle Beach, South Carolina
September 2, 1997
Professional Transportation Group Ltd., Inc.
5025 Derrick Jones Road, Suite 120
Atlanta, Georgia 30349
Gentlemen:
We have acted as counsel to Professional Transportation Group Ltd.,
Inc. (the "Company") in connection with the filing of a Registration Statement
on Form S-8 (the "Registration Statement") under the Securities Act of 1933,
covering the offering of up to 1,500,000 shares (the "Shares") of the Company's
no par value Common Stock (the "Common that may be issued pursuant to the
Professional Transportation Group Ltd., Inc. 1996 Stock Option Plan (the
"Plan"). In connection therewith, we have examined such corporate records,
certificates of public officials and other documents and records as we have
considered necessary or proper for the purpose of this opinion.
This opinion is limited by, and is in accordance with, the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to legal considerations
which we deem relevant, we are of the opinion that the Shares covered by the
Registration Statement will, when issued in accordance with the Plan, be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our firm included in or made a part of this
Registration Statement.
/s/ Arthur Andersen LLP
Atlanta, Georgia
August 28, 1997
