Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
_______________
KLLM TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 64-0412551
(State or other juris- (I.R.S. Employer
diction of incorporation) Identification No.)
3475 Lakeland Drive, Jackson, Mississippi 39208
(Address of Principal Executive Offices) (Zip Code)
_______________
KLLM TRANSPORT SERVICES, INC. 1996 STOCK
PURCHASE PLAN
(Full title of the plan)
STEVEN K. BEVILAQUA, PRESIDENT
KLLM Transport Services, Inc.
3475 Lakeland Drive
Jackson, Mississippi 39208
(601) 939-2545
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_______________
Copies to:
JAMES H. NEELD, IV, ESQ.
Young, Williams, Henderson & Fuselier, P.A.
2000 Deposit Guaranty Plaza
Post Office Box 23059
Jackson, Mississippi 39225-3059
_______________
Approximate date of commencement of proposed sale to the
public: August 5, 1996.
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<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount to Proposed Proposed Amount of
Securities be Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Offering Price
Per Unit
Common Stock
$1 Par Value 300,000 $11.75 $3,525,000 $ 705
</TABLE>
(1) Determined in accordance with Rule 457(h) and (c),
the maximum offering price is based on the average of the
high and low prices of the Company's Common Stock reported on the NASDAQ
National Market System on July 30, 1996.
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<TABLE>
<CAPTION>
KLLM TRANSPORT SERVICES, INC.
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
<S> <C> <C>
Item Number and Caption Caption or Location in Prospectus
1(a). General Plan Information Outside Front Cover of Prospectus
Description of the Stock Purchase
Plan--General, Administration
1(b). Securities to be Offered Outside Front Cover of Prospectus;
Description of the Stock Purchase
Plan--General
1(c). Employees Who May Participate Description of the Stock Purchase
in the Plan Plan--Administration
1(d). Purchase of Securities Pursuant Description of the Stock Purchase
to the Plan and Payment for Plan--General, Purchase Price
Securities Offered and Payment
1(e). Resale Restrictions Description of the Stock Purchase
Plan--Restrictions on Resale
1(f). Tax Effects of Plan Participation Description of the Stock Purchase
Plan--Federal Income Tax Effects
1(g). Investment of Funds Not Applicable
1(h). Withdrawal from the Plan; Description of the Stock Purchase
Assignment of Interest Plan--Assignment of Interest
1(i). Forfeitures and Penalties Not Applicable
1(j). Charges and Deductions and Description of the Stockk Purchase
Liens Therefor Plan--Assignment of Interest,
Expenses
2. Registrant Information and Additional Information
Employee Plan Annual
Information
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The Annual Report on Form 10-K
(including consolidated financial statements together with the reports of
independent auditors thereon) for the year ended December 29, 1995,
filed by KLLM Transport Services, Inc. (the "Company") pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, File No. 0-14759.
(b) All other reports filed by the Company
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934 since December 29, 1995.
(c) The description of the Company's Common
Stock contained in its Registration Statement, filed by the Company on
July 2, 1986, pursuant to Section 12 of the Securities Exchange Act
of 1934, Registration No. 33-5881.
(d) All documents subsequently filed by the
Company or the Plan, pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post
- -effective amendment which indicates 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
James Leon Young, who is a director and the Secretary
of the Company, is a shareholder and officer of the Jackson,
Mississippi, law firm of Young, Williams, Henderson
& Fuselier, P.A., counsel to the Company. Young, Williams,
Henderson & Fuselier, P.A. is providing a legal opinion in
connection with this Registration Statement.
<PAGE>
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General
Corporation Law of Delaware empowers
a corporation to indemnify any person who was or is or is
threatened to be made a party to
any threatened, pending or completed action, suit or
proceeding, whether civil, criminal,
administrative or investigative (other than an action by or
in the right of the corporation),
by reason of the fact that he is or was a director, employee
or agent of the corporation or
is or was serving at the request of the corporation as a
director, officer, employee or agent
of another corporation or enterprise, against expenses
(including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by him in connection
with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the corporation, and with respect
to any criminal action or proceeding, had no reason to
believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation
to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or
completed action or suit by or in the right of the
corporation to procure a judgment in its
favor by reason of the fact that such person acted in any of
the capacities set forth above,
against expenses (including attorneys' fees) actually and
reasonably incurred by him in
connection with the defense or settlement of such action or
suit if he acted under similar
standards, except that no indemnification may be made in
respect of any claim, issue or
matter as to which such person shall have been adjudged to
be liable to the corporation
unless and only to the extent that the Court of Chancery or
the court in which such action
or suit was brought shall determine that despite the
adjudication of liability such person is
fairly and reasonably entitled to indemnity for such
expenses which the court shall deem
proper.
Section 145 further provides that to the extent a
director or officer of a corporation
has been successful in the defense of any action, suit or
proceeding referred to in
subsections (a) and (b) of Section 145 or in the defense of
any claim, issue or matter
therein, he shall be indemnified against expenses (including
attorneys' fees) actually and
reasonably incurred by him in connection therewith; that
indemnification provided by
Section 145 shall not be deemed exclusive of any other
rights to which the indemnified party
may be entitled; and that the corporation is empowered to
purchase and maintain insurance
on behalf of a director or officer of the corporation
against any liability asserted against him
or incurred by him in any such capacity or arising out of
his status as such whether or not
the corporation would have the power to indemnify him
against such liabilities under Section
145.
Article Eight of the Company's Bylaws provides for
indemnification of the Company's
officers and directors to the extent authorized by the
General Corporation Law of Delaware.
The provisions of Delaware law may be sufficiently broad to
permit indemnification for
liabilities arising under the Securities Act of 1933.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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
Securities and Exchange Commission such indemnification is
against public policy as
expressed in the 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 of whether such
indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such
issue.
Item 7. Exemption from Registration Claimed Not
applicable.
Item 8. Exhibits
4(a) The Company's Certificate of Incorporation, as
amended (incorporated by
reference from the Company's Annual Report on
Form 10-K for the year
ended January 1, 1989 (File No. 0-14759))
4(b) The Company's Certificate of Amendment to
Certificate of Incorporation
(incorporated by reference from Post-Effective
Amendment No. 6 to
Registration Statement on Form S-8 as filed on
December 4, 1992
(Registration No. 33-14545))
4(c) The KLLM Transport Services, Inc. 1996 Stock
Purchase Plan
5 Opinion of Young, Williams, Henderson &
Fuselier, P.A.
23(a) Consent of Young, Williams, Henderson &
Fuselier, P.A. (included in Exhibit
5)
23(b) Consent of Ernst & Young, LLP
Item 9. Undertakings
(a) The Company hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus
required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of this Registration Statement (or the
most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental
change in the information set forth in this
Registration Statement;
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in this
Registration Statement or any material
change to such information in this Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(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 by the Company pursuant
to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in this
Registration Statement.
(2) That, for the purpose of determining
any liability under the Securities
Act of 1933, each such post-effective amendment shall be
deemed to be a new registration
statement relating to the securities being offered therein,
and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
a post-effective amendment
any of the securities being registered which remain unsold
at the termination of the offering.
(b) The Company hereby undertakes that, for
purposes of determining any liability
under the Securities Act of 1933, each filing of the
Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated
by reference in this 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.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of
1933 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 Securities and Exchange Commission such
indemnification is against
public policy as expressed in the 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 Act and will
be governed by the final
adjudication of such issue.
<PAGE>
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-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Flowood, State of Mississippi, on
August 5, 1996.
KLLM TRANSPORT SERVICES, INC.
By:S/Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer
and Director
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 date indicated.
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<S> <C>
Date: August 5, 1996
S/Benjamin C. Lee, Jr.
Benjamin C. Lee, Jr.
Chairman of the Board of Directors
Date: August 5, 1996 S/Steve K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive
Officer and Director
Date: August 5, 1996 S/James Leon Young
James Leon Young
Secretary and Director
Date: August 5, 1996 S/Walter P. Neely
Walter P. Neely, Director
Date: August 5, 1996 S/J. Kirby Lane
J. Kirby Lane
Executive Vice President and
Chief Financial Officer
Date: August 5, 1996 S/Cindy F. Bailey
Cindy F. Bailey
Corporate Controller
Date: August 5, 1996 S/Leland R. Speed
Leland R. Speed
Director
Date: August 5, 1996 S/C. Tom Clowe
C. Tom Clowe, Jr.
Director
</TABLE>
<PAGE>
EXHIBIT INDEX
4.1 The Company's Certificate of Incorporation, as amended
(incorporated by reference from Registrant's Annual Report on Form 10-K for
the year ended January 1, 1989 (File No. 0-14759))
4.2 The Company's Certificate of Amendment
to Certificate of Incorporation (incorporated by reference from Post-
Effective Amendment No. 6 to Registration Statement on Form S-8 as filed on
December 4, 1992 (Registration No.
33-14545))
4.3 The KLLM Transport Services, Inc. 1996
Stock Purchase Plan
5 Opinion of Young, Williams, Henderson &
Fuselier, P.A.
23.1 Consent of Young, Williams, Henderson &
Fuselier, P.A. (included in Exhibit 5)
23.2 Consent of Ernst & Young, LLP
<PAGE>
EXHIBIT 4.3
KLLM Transport Services, Inc.
1996 Stock Purchase Plan
________________________
ARTICLE I
GENERAL
1.1 Purpose of the Plan.
The purpose of the KLLM Transport Services, Inc. 1996
Stock Purchase Plan (the "Plan") is to encourage key personnel
of KLLM Transport Services, Inc. (the "Company")
and its subsidiaries, to purchase stock of the Company to
further instill in them a sense of ownership, responsibility,
and entrepreneurship, with a goal of increasing their efforts and
motivation for the long term benefit of the Company and all
of its shareholders.
1.2 Definitions.
"Board of Directors" means the Board of Directors of
the Company.
"Common Stock" means voting common stock of the
Company, par value $1.00 per share.
"Covered Employee" means any Person, including
officers and directors, in the regular full time employment of
the Company or its Subsidiaries, who may from time to time be
designated a Covered Employee by the Committee. The power to
determine who is and who is not a Covered Employee is reserved
solely for the Committee.
"Person" shall mean an individual, partnership,
corporation, limited liability company,
association, trust, joint venture or unincorporated
organization, or any government, governmental department or agency
or political subdivision thereof.
"Purchase Price" shall mean the price to be paid for
a share of Common Stock under the Plan as defined in Section 1.5 (a).
"Purchaser" shall mean any Covered Employee
purchasing Common Stock under the
Plan and, if applicable, his heirs, successors or assigns.
"Subsidiary" shall mean any Person of which the
Company shall at any time own directly or indirectly through another
Subsidiary, 50% or more of the outstanding voting
capital stock (or other shares of beneficial interest with
voting rights), or which the Company shall otherwise control.
1.3 Administration of the Plan.
The Plan shall be administered by the Compensation
Committee (the "Committee") appointed by the Board of Directors
consisting of at least three members from the Board
of Directors who serve at the pleasure of the Board of
Directors. No Person while a member of the Committee shall be
eligible to participate in the Plan. Subject to the control
of the Board of Directors, and without limiting the
generality thereof, the Committee shall have the power to
interpret and apply the Plan and to make regulations for carrying
out its purpose. More particularly, the Committee shall determine
which Covered Employees may purchase stock under the Plan and the
terms of such purchase. Determinations by the
Committee under the Plan need not be uniform and may be made
by it selectively among Persons participating in the Plan, whether
or not such Persons are similarly situated.
1.4 Shares Subject to the Plan.
The total number of shares that may be purchased
pursuant to the Plan shall not exceed three hundred thousand (300,000)
shares of Common Stock. These shares may be either unissued shares of
Common Stock or reacquired shares of Common Stock held in
treasury.
1.5 Terms and Conditions.
All purchases of shares under the Plan shall be
evidenced by agreements in such form as the Committee shall approve
from time to time and the following provisions:
(a) Purchase Price. The Committee shall determine
from time to time the Purchase Price for shares under the Plan.
(b) Payment. Payment for shares under the Plan
shall be made in such manner and at such time or times as shall be
determined by the Committee.
(c) Nontransferability. Agreements under the Plan
and rights arising thereunder shall not be transferable other than by
will or by the laws of descent and distribution.
(d) Additional Provisions. Each agreement under
the Plan may contain such other terms and conditions not inconsistent
with the provisions of the Plan as the Committee
may deem appropriate from time to time.
1.6 Stock Adjustments; Mergers.
(a) Notwithstanding Section 1.4, if the outstanding
shares of Common Stock are changed into or exchanged for a different
number or kind of shares or other securities of the Company or of any
other corporation by reason of any merger, sale of stock,
consolidation, liquidation, recapitalization, reclassification, stock
splits, combination of shares, or stock dividend, the total number of
shares set forth in Section 1.4 shall be proportionately and appropriately
adjusted by the Committee. If the Company continues
in existence, the number and kind of shares that are subject
to any agreement under the Plan and the purchase price per share shall be
proportionately and appropriately adjusted without any change in the
aggregate price to be paid therefor upon the closing of a
purchase. If the Company will not remain in existence or
substantially all of the Common Stock will be purchased by a single
purchaser or group of purchasers acting together, then
the Committee shall notify each Purchaser that such
Purchaser's right and obligation to purchase the shares shall apply with
appropriate adjustments as determined by the Committee to the securities
of the successor corporation to which such Purchaser, as holder
of the number of shares of Common Stock he is required to
purchase, would have been entitled. The determination by the Committee
as to the terms of any of the foregoing adjustments shall be conclusive
and binding.
ARTICLE II
ADDITIONAL PROVISIONS
2.1 Compliance with Other Laws and Regulations.
The Plan shall be subject to all applicable federal
and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required. The Company shall
not be required to issue or deliver any certificates for shares
of Common Stock prior to (a) the listing of such shares on
any stock exchange on which the Common Stock may then be listed and (b)
the completion of any registration or qualification of such shares under
any federal or state law, or any ruling or regulation of any government
body which the Company shall, in its sole discretion,
determine to be necessary or advisable.
2.2 Amendments.
The Board of Directors may discontinue the Plan at
any time, and may amend it from time to time.
2.3 No Rights As Shareholder.
No Purchaser shall have any rights as a shareholder
with respect to any share purchased pursuant to the Plan until payment
of the Purchase Price and delivery to him of a certificate or certificates
for the purchased shares.
2.4 Continued Employment Not Presumed.
This Plan, any document describing this Plan, and any
agreement entered into pursuant to this Plan, shall not give any Covered
Employee, Purchaser or other employee a right to continued employment by
the Company or its Subsidiaries or affect the right of the Company or its
Subsidiaries to terminate the employment of any such Person with or
without cause.
2.5 Effective Date; Duration.
The Plan shall be effective as of the date of its
adoption by the Board of Directors and shall expire ten (10) years after
the date of its adoption (the "Expiration Date"). No agreements under the
Plan may be entered into under the Plan after the Expiration Date,
but agreements entered into on or before that date may be carried out
according to their terms and shall continue to be governed by and
interpreted consistent with the terms hereof.
<PAGE>
EXHIBIT 5
August 2, 1996
KLLM Transport Services, Inc.
P.O. Box 6098
Jackson, MS 39288
Re: KLLM Transport Services, Inc. 1996 Stock Purchase
Plan -- Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for KLLM Transport Services, Inc.,
a Delaware corporation (the "Company"), in the preparation of
the referenced Form S-8 Registration Statement relating
to the Company's 1996 Stock Purchase Plan (the "Plan") and
the proposed offer of up to 300,000 shares of the Company's common
stock, $1.00 par value (hereinafter referred to as
"Common Stock"). In connection with the preparation of said
Registration Statement, we have examined such corporate records and
documents relating to the authorization and
issuance of such shares of Common Stock as we have deemed
relevant and necessary for the opinion hereinafter expressed.
On the basis of the foregoing, it is our opinion that:
1. The Company is duly organized, incorporated and is
validly existing under the laws of the State of Delaware, with an
authorized capitalization consisting of 10,000,000 shares
of Common Stock, par value $1.00 per share, and 5,000,000
shares of preferred stock, par value $0.01 per share.
2. The Plan and the proposed offer thereunder of up to
300,000 shares of Common Stock have been duly authorized by the Board
of Directors of the Company, and the shares, when issued in accordance
with the terms and conditions of the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to said Registration Statement on Form S-8 and further consent
to the use of our name wherever appearing on the Form S-8.
Sincerely,
YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A.
By:_______________________________________
James H. Neeld, IV
JHN,IV:mc
EXHIBIT 23.1
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration
Statement (form S-8) dated August 5, 1996 pertaining to the
KLLM Transport Services, Inc. 1996 Stock Purchase Plan of our
report dated January 29, 1996, except for Note B as to which the
date is March 13, 1996, with respect to the consolidated financial
statements of KLLM Transport Services, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year
ended December 29, 1995 and the related financial statement
schedule included therein, filed with the Securities and Exchange
Commission.
Ernest & Young LLP
Jackson, Mississippi
August 5, 1996
