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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1998
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
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)
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PROFESSIONAL TRANSPORTATION GROUP LTD., INC. 1996 STOCK OPTION PLAN
PROFESSIONAL TRANSPORTATION GROUP LTD., INC. 1998 DIRECTOR STOCK OPTION PLAN
PROFESSIONAL TRANSPORTATION GROUP LTD., INC. 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
------------------
DENNIS A. BAKAL
PRESIDENT
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
5025 DERRICK JONES ROAD, SUITE 120
ATLANTA, GEORGIA 30349
(770) 907-3360
(770) 907-3392(FAX)
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
JON H. KLAPPER, ESQ.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
FIRST UNION PLAZA, SUITE 1400
999 PEACHTREE STREET
ATLANTA, GEORGIA 30309
(404) 817-6000
(404) 817-6050 (FAX)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed Maximum Proposed Maximum
TITLE OF SECURITIES Amount to be Offering Price Per Aggregate Offering Amount of
TO BE REGISTERED Registered Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 500,000(1) $3.00(2) $1,500,000(2) $442.50
- -------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 100,000 $3.00(2) $ 300,000(2) $ 88.50
- -------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 200,000 $3.00(2) $ 600,000(2) $177.00
- -------------------------------------------------------------------------------------------------------------------
Total 800,000 $ 2,400,000 $708.00
===================================================================================================================
</TABLE>
(1) Represents additional shares of the Company's Common Stock issuable
pursuant to the same employee benefit plan for which Registration Statement
No. 333-34821 is currently effective. Accordingly, pursuant to Instruction
E of Form S-8, the registration fee is being paid with respect to the
additional securities only.
(2) 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 June 24, 1998, as reported
by the National Association of Securities Dealer's automated quotation
system.
<PAGE> 2
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 Annual Report on Form 10-KSB for the year ended
December 31, 1997 (File No. 000-22571);
(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 December 31, 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. In addition, pursuant to General Instruction E to
Form S-8, the contents of the Company's Registration Statement on Form S-8 (File
No. 333-34821) are incorporated herein by reference.
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
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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 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).
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4.2 First Amendment to the Professional Transportation Group Ltd., Inc.
1996 Stock Option Plan (incorporated by reference to Exhibit A of the
Company's definitive proxy statement on Schedule 14A for its 1998
annual meeting of shareholders (the "1998 Proxy Statement"), File No.
000-22571).
4.3 Professional Transportation Group Ltd., Inc. 1998 Director Stock Option
Plan.
4.4 Professional Transportation Group Ltd., Inc. 1998 Employee Stock
Purchase Plan (incorporated by reference to Exhibit B of the 1998 Proxy
Statement).
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 Consent of Arthur Andersen LLP.
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;
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(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 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 25 day of June,
1998.
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
By: /s/ Dennis A. Bakal
-------------------------
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Dennis A. Bakal President, Chief Executive Officer and June 25, 1998
- ---------------------------------------- Director (principal executive officer)
Dennis A. Bakal
/s/ Peter C. Roth Chief Financial Officer and Director June 25, 1998
- ---------------------------------------- (principal financial and accounting officer)
Peter C. Roth
/s/ Linda K. Roberts Vice President/Administration and Director June 25, 1998
- ----------------------------------------
Linda K. Roberts
/s/ Robert E. Altenbach Director June 25, 1998
- ----------------------------------------
Robert E. Altenbach
/s/ Gregory G. Hardwick Director June 25, 1998
- ----------------------------------------
Gregory G. Hardwick
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Exhibit
- ------ -------
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).
4.2 First Amendment to the Professional Transportation Group, Ltd., Inc.
1996 Stock Option Plan (incorporated by reference to Exhibit A of the
Company's definitive proxy statement on Schedule 14A for its 1998
annual meeting of shareholders (the "1998 Proxy Statement"), File No.
000- 22571).
4.3 Professional Transportation Group Ltd., Inc. 1998 Director Stock Option
Plan.
4.4 Professional Transportation Group Ltd., Inc. 1998 Employee Stock
Purchase Plan (incorporated by reference to Exhibit B of the 1998 Proxy
Statement).
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included as part
of Exhibit 5.1).
<PAGE> 1
EXHIBIT 4.3
1998 DIRECTOR STOCK OPTION PLAN
OF
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
ADOPTED: MARCH 13, 1998
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C> <C>
1. Purpose.................................................................. 1
2. Definitions.............................................................. 1
3. Total Aggregate Shares................................................... 2
4. Rule 16b-3 Plan.......................................................... 3
5. Type of Options.......................................................... 3
6. Automatic Grant of Option................................................ 3
7. Exercise Price, Vesting Schedule and Term of Option...................... 4
8. Exercise of Option....................................................... 4
9. Termination of Option Period............................................. 5
10. Assignability of Options................................................. 5
11. Adjustments.............................................................. 5
12. Purchase for Investment.................................................. 6
13. Amendments, Modifications, Suspension or Discontinuance of this Plan..... 6
14. Governmental Regulation.................................................. 6
15. Miscellaneous............................................................ 7
16. Effective Date and Termination Date...................................... 7
</TABLE>
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1998 DIRECTOR STOCK OPTION PLAN
OF
PROFESSIONAL TRANSPORTATION GROUP LTD., INC.
1. PURPOSE. The 1998 Director Stock Option Plan of PROFESSIONAL
TRANSPORTATION GROUP LTD., INC. (the "Company") is intended as an incentive to
retain, as directors of the Company, persons of training, experience and
ability, to encourage the sense of proprietorship of such persons and to
stimulate the active interest of such persons in the development and financial
success of the Company.
2. DEFINITIONS. As used herein, the following terms shall have
the meanings indicated:
(a) "Anniversary Day" shall mean for any Eligible Person the
anniversary of the date such Eligible Person was elected or appointed to the
Board.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee Member" shall mean a Director who is a
non-employee member of any committee of the Board.
(e) "Common Stock" shall mean the Common Stock, no par value
per share, of the Company.
(f) "Date of Grant" shall mean the date on which an Option is
granted to an Eligible Person pursuant to Section 6(c) hereof.
(g) "Director" shall mean a member of the Board.
(h) "Eligible Person(s)" shall mean those persons who are
Directors of the Company and are also not employees of the Company.
(i) "ERISA" shall mean the Employee Retirement Income Security
Act, as amended.
(j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(k) "Fair Market Value" of a Share on any date of reference
shall be the Closing Price on the business day preceding such date. For this
purpose, the "Closing Price" of the Shares on any business day shall be: (i) if
the Shares are listed or admitted for trading on any United States national
securities exchange, the last reported sale price of Shares on such exchange, as
reported in any newspaper of general circulation; (ii) if Shares are quoted on
<PAGE> 4
Nasdaq, or any similar system of automated dissemination of quotations of
securities prices in common use, the mean between the closing high bid and low
asked quotations for such day of Shares on such system; (iii) if neither clause
(i) nor (ii) is applicable, the mean between the high bid and low asked
quotations for Shares as reported by the National Quotation Bureau, Incorporated
if at least two securities dealers have inserted both bid and asked quotations
for Shares on at least five of the ten preceding days; or (iv) in lieu of the
above, if actual transactions in the Shares are reported on a consolidated
transaction reporting system, the last sale price of the Shares for such day and
on such system.
(l) "Nonqualified Stock Option" shall mean a stock option that
is not an incentive stock option, as defined in Section 422 of the Code.
(m) "Option" shall mean any option granted under this Plan.
(n) "Option Agreement" shall mean an option agreement between
the Company and an Optionee.
(o) "Optionee" shall mean a person to whom an Option is
granted under this Plan or any person who succeeds to the rights of such person
under this Plan by reason of the death or disability of such person.
(p) "Plan" shall mean this 1998 Director Stock Option Plan of
Professional Transportation Group Ltd., Inc.
(q) "Share(s)" shall mean a share or shares of the Common
Stock.
(r) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possession 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chains.
3. TOTAL AGGREGATE SHARES. Subject to adjustments provided in
Section 11 hereof, a total of 100,000 Shares shall be subject to the Plan. The
Shares subject to the Plan shall consist of unissued Shares or previously issued
Shares reacquired and held by the Company, or any Subsidiary, and such number of
Shares shall be and hereby is reserved for sale for such purpose. Any of such
Shares that may remain unsold and that are not subject to outstanding Options at
the termination of the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan, the Company shall at all times reserve
a sufficient number of Shares to meet the requirements of the Plan. Should any
Option expire or be canceled prior to its exercise in full, the Shares
theretofore subject to such Option may again be the subject of any Option under
the Plan.
4. RULE 16B-3 PLAN. The Company intends for this Plan to comply
with the requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission pursuant
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to the Exchange Act. Accordingly, this Plan will be subject to approval
requirements of such rule.
5. TYPE OF OPTIONS. An Option granted hereunder shall be a
Nonqualified Stock Option.
6. AUTOMATIC GRANT OF OPTION.
(a) Options shall be granted only to Eligible Persons.
Each Option shall be evidenced by an Option Agreement, which shall contain terms
that are not inconsistent with this Plan or applicable laws.
(b) The Options granted to Directors under this Plan
shall be in addition to regular director's fees, if any, or other benefits, if
any, with respect to the Director's position with the Company or its
Subsidiaries. Neither the Plan nor any Options granted under the Plan shall
confer upon any person any right to continue to serve as a Director.
(c) Options shall automatically be granted to each
Eligible Person as follows:
(i) on the date of the adoption of this Plan,
each currently Eligible Person shall
automatically be granted an Option to
acquire 2,000 shares of Common Stock for his
service as a Director;
(ii) on the date an Eligible Person is first
elected or appointed as a Director following
January 1, 1998 and during the existence of
the Plan, such Eligible Person shall
automatically be granted an Option to
acquire 2,000 shares of Common Stock for his
service as a Director;
(iii) on each Anniversary Day for an Eligible
Person during the existence of the Plan,
such Eligible Person shall automatically be
granted an Option to acquire 2,000 shares of
Common Stock for his service as a Director;
and
(iv) on the date an Eligible Person is elected or
reelected to serve as a Committee Member
during the existence of the Plan, such
Eligible Person shall be granted an option
to acquire 1,000 shares of Common Stock for
his service as a Committee Member on each
committee that he serves.
(d) Except for the automatic grants of Options under
Section 6(c), no Options shall otherwise be granted hereunder, and the Board
shall not have any discretion with respect to the grant of Options within the
meaning of Rule 16b-3 promulgated under the Exchange Act, or any successor rule.
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7. EXERCISE PRICE, VESTING SCHEDULE AND TERM OF OPTION.
(a) The exercise price of each Share placed under an Option
pursuant to this Plan shall be the Fair Market Value of such Share on the Date
of Grant.
(b) An Option may not be exercised prior to the date it is
vested, and each grant shall vest immediately on the Date of Grant.
(c) Each Option granted under this Plan shall have a term of
five years from the Date of Grant of such Option.
8. EXERCISE OF OPTION.
(a) After the six-month anniversary of the Date of Grant of an
Option, such Option may be exercised at any time and from time to time during
the term of such Option, in whole or in part.
(b) Options may be exercised: (i) during the Optionee's
lifetime, solely by the Optionee; (ii) if an Option has been assigned pursuant
to Section 10 hereof, by the successor Optionee; or (iii) after Optionee's
death, by the personal representative of the Optionee's estate or the person or
persons entitled thereto under his will or under the laws of descent and
distribution.
(c) An Option shall be deemed exercised when: (i) the Company
has received written notice of such exercise delivered to the Company in
accordance with the notice provisions of the applicable Options agreement; (ii)
full payment of the aggregate exercise price of the Shares as to which the
Option is exercised has been tendered to the Company; and (iii) arrangements
that are satisfactory to the Board in its sole discretion have been made for the
Optionee's payment to the Company of the amount, if any, that the Company
determines to be necessary for the Company to withhold in accordance with the
applicable federal or state income tax withholding requirements.
(d) The exercise price of any Shares purchased shall be paid
(i) solely in cash by certified check, cashier's check, money order or personal
check (if approved by the Board) or (ii) at the option of the Optionee in Common
Stock theretofore owned by such Optionee (or by a combination of the above);
provided, however, that if the Optionee acquired such stock to be surrendered
directly or indirectly from the Company, he shall have owned such stock for six
months prior to using such stock to exercise an Option; provided, further,
however, that such exercise transaction shall not result in a violation of
Section 16 of the Exchange Act. For purposes of determining the amount, if any,
of the exercise price satisfied by payment in Common Stock, such Common Stock
shall be valued at its Fair Market Value on the date of exercise. Any Common
Stock delivered in satisfaction of all or a portion of the exercise price shall
be appropriately endorsed for transfer and assignment to the Company.
(e) The Optionee shall not be, nor have any of the rights or
privileges of, a shareholder of the Company with respect to any Shares
purchasable upon the exercise of any
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part of an Option unless and until certificates representing such Shares shall
have been issued by the Company to the Optionee.
9. TERMINATION OF OPTION PERIOD. The unexercised portion of an
Option shall automatically and without notice terminate and become null and void
and be forfeited upon the earliest to occur of the following:
(i) if the Optionee's position as a Director of the
Company terminates, other than by reason of such Optionee's death or
disability, 180 days after the date that the Optionee's position as a
Director of the Company terminates;
(ii) one year after the death of Optionee;
(iii) one year after the date on which the Optionee's
position as Director is terminated by reason of a mental or physical
disability determined by a medical doctor satisfactory to the Company;
or
(iv) five years after the Date of Grant of such Option.
10. ASSIGNABILITY OF OPTIONS. No Option shall be assignable or
otherwise transferable, except to members of the Optionee's immediate family or
by will, or the laws of descent and distribution, and no Option shall be
transferrable by an Optionee in violation of Section 16 of the Exchange Act.
11. ADJUSTMENTS.
(a) If at any time there shall be an increase or decrease in
the number of issued and outstanding Shares, through the declaration of a stock
dividend or through any recapitalization resulting in a stock split, combination
or exchange of Shares, then appropriate proportional adjustment shall be made in
the number of Shares (and, with respect to Options, the exercise price per
Share): (i) subject to outstanding Options; (ii) reserved under the Plan; and
(iii) granted as subsequent Options.
(b) In the event of a merger, consolidation or other
reorganization of the Company under the terms of which the Company is not the
surviving corporation, but the surviving corporation elects to assume an Option,
each Optionee shall be entitled to receive, upon the exercise of such Option,
with respect to each Share: (i) the number of shares of stock of the surviving
corporation (or equity interest in any other entity); and (ii) any other notes,
evidences of indebtedness or other property, that the Optionee would have
received in connection with such merger, consolidation or other reorganization
had he exercised the Option with respect to such Shares immediately prior to
such merger, consolidation or other reorganization.
(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible
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into such shares or other securities, shall not affect and no adjustment by
reason thereof shall be made with respect to, the number of or exercise price of
Shares then subject to outstanding Options granted under the Plan.
(d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate: (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issuance by the Company of debt
securities or preferred stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.
12. PURCHASE FOR INVESTMENT. As a condition of any issuance of a
stock certificate for Shares, the Board may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of this Plan or any law or regulation, including, but not
limited to, the following:
(a) a representation and warranty by the Optionee to the
Company, at the time his Option is exercised, that he is acquiring the Shares to
be issued to him for investment and not with a view to, or for sale in
connection with, the distribution of any such Shares; and
(b) a representation, warranty or agreement to be bound by any
legends that are, in the opinion of the Board, necessary or appropriate to
comply with the provisions of any securities law deemed by the Board to be
applicable to the issuance of the Shares and are endorsed upon the certificates
representing the Shares.
13. AMENDMENTS, MODIFICATIONS, SUSPENSION OR DISCONTINUANCE OF
THIS PLAN. For the purpose of complying with changes in the Code or ERISA, the
Board may amend, modify, suspend or terminate the Plan at any time. For the
purpose of meeting or addressing any other changes in legal requirements or any
other purpose, the Board may amend, modify, suspend or terminate the Plan only
in accordance with applicable legal requirements, including the provisions of
Rule 16b-3.
14. GOVERNMENTAL REGULATION. This Plan and the granting of Options
and the exercise of Options hereunder, and the obligation of the Company to sell
and deliver shares under such Options, shall be subject to all applicable laws,
rules, and regulations and to such approvals by any governmental agencies or
national securities exchanges as may be required.
15. MISCELLANEOUS.
(a) If any provision of this Plan is held invalid for any
reason, such holding shall not affect the remaining provisions hereof, but
instead this Plan shall be construed and enforced as if such provision had never
been included in this Plan.
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(b) This Plan shall be governed by the laws of the State of
Georgia.
(c) Headings contained in this Plan are for convenience only
and shall in no manner be construed as part of this Plan.
(d) Any reference to the masculine, feminine or neuter gender
shall be a reference to such other gender as is appropriate.
16. EFFECTIVE DATE AND TERMINATION DATE. The effective date of
this Plan is March 13, 1998, the date on which the Board adopted this Plan. This
Plan shall terminate on the tenth anniversary of the effective date.
PROFESSIONAL TRANSPORTATION GROUP
LTD., INC.
By: /s/ Dennis A. Bakal
----------------------------------
Dennis A. Bakal, President and
Chief Executive Officer
7
<PAGE> 1
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
June 25, 1998
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 500,000 shares (the "Shares") of the Company's
common stock no par value (the "Common Stock, that may be issued pursuant to the
Professional Transportation Group Ltd., Inc. 1996 Stock Option Plan, up to
100,000 shares of Common Stock which may be issued pursuant to the Professional
Transportation Group Ltd., Inc. 1998 Director Stock Option Plan and up to
200,000 shares of Common Stock which may be issued pursuant to the Professional
Transportation Group Ltd., Inc. 1998 Employee Stock Purchase Plan (collectively,
the "Shares"). 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, which may be issued pursuant to the plans specified
therein, will, when issued in accordance with the plans, 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.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement (Form S-8) of our report dated March
26, 1998, included in Professional Transportation Group Ltd., Inc.'s Annual
Report on Form 10-KSB for the year ended December 31, 1997 and to all references
to our firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
June 25, 1998
