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
or organization) No.)
3475 Lakeland Drive, Jackson, Mississippi 39208
(Address of Principal Executive Offices) (Zip Code)
_______________
KLLM TRANSPORT SERVICES, INC. 1996 STOCK OPTION 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:
WES DAUGHDRILL, 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:
September 11, 1997.
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CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Unit Offering Price
- -----------------------------------------------------------------------------
Common Stock
$1 Par Value 5,835(1) $ 11.25(3) $65,643.75 $ 19.89
Common Stock
$1 Par Value 7,000(1) $ 10.00(3) $70,000.00 $ 21.21
Common Stock
$1 Par Value 20,618(1) $ 11.75(3) $242,261.50 $ 73.41
Common Stock
$1 Par Value 166,547(2) $ 12.00(4) $1,998,564.00 $605.63
- ----------------------------------------------------------------------------
TOTALS 200,000 N/A $2,376,469.30 $720.14
______________________________________________________________________________
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(1) Shares subject to outstanding options granted under the Registrant's
1996 Stock Option Plan.
(2) Shares which may be issued upon the exercise of options which may be
granted in the future under the Registrant's 1996 Stock Option Plan.
(3) Determined in accordance with Rule 457(h), the maximum offering price
is based upon the price at which the options may be exercised.
(4) Determined in accordance with Rule 457(h) and (c), the maximum offering
price is based on the closing price of the Registrant's Common Stock
as reported on the NASDAQ National Market System on September 8, 1997.
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KLLM TRANSPORT SERVICES, INC.
Cross Reference Sheet
Pursuant to Item 501(b) of Regulation S-K
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Item Number and Caption Caption or Location in Prospectus
- ----------------------- ---------------------------------
1(a) General Plan Information Outside Front Cover of Prospectus;
Description of the Stock Option Plan--
General, Administration, Amendment
and Discontinuance of Plan; Adjustment
of Shares
1(b) Securities to be Offered Outside Front Cover of Prospectus;
Description of the Stock Option Plan--
General, Outstanding Stock Options;
Unissued Stock Options
1(c) Employees Who May Participate Description of the Stock Option Plan--
in the Plan Administration
1(d) Purchase of Securities Description of the Stock Option Plan--
Pursuant to the Plan and General, Terms of Grant and Exercise of
Payment for Securities Stock Options, Terms of Grant and
Offered Exercise of Stock Appreciation Rights
1(e) Resale Restrictions Description of the Stock Option Plan-
Restrictions on Resale
1(f) Tax Effects of Plan Description of the Stock Option Plan--
Participation General, Federal Income Tax Effects
1(g) Investment of Funds Not Applicable
1(h) Withdrawal from the Plan; Description of the Stock Option Plan--
Assignment of Interest Terms of Grant and Exercise of Stock
Options, Terms of Grant and Exercise of
Stock Appreciation Rights, Assignment
of Interest
1(i) Forfeitures and Penalties Description of the Stock Option Plan -
Terms of Grant and Exercise of Stock
Options, Terms of Grant and Exercise of
Stock Appreciation Rights
1(j) Description of the Stock Option Plan--
Assignment of Interest, Expenses
2. Registrant Information and Additional Information
Employee Plan Annual
Information
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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 January 3, 1997, 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 January 3, 1997.
(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.
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
4.1 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))
4.2 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 Company's 1996 Stock Option Plan (incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended January 3, 1997
(File No. 0-14759)).
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
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.
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
September 10, 1997.
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KLLM TRANSPORT SERVICES, INC.
By: s/Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive Officer
and Director
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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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Date: September 10, 1997 s/Benjamin C. Lee, Jr.
Benjamin C. Lee, Jr.
Chairman of the Board of Directors
Date: September 10, 1997 s/Steven K. Bevilaqua
Steven K. Bevilaqua
President, Chief Executive
Officer and Director
Date: September 10, 1997 s/ James Leon Young
James Leon Young
Secretary and Director
Date: September 10, 1997 s/ Walter P. Neely
Walter P. Neely
Director
Date: _____________ ___________________
Leland R. Speed
Director
Date: _____________ ____________________
C. Tom Clowe, Jr.
Director
Date: September 10, 1997 s/ Steven L. Dutro
Steven L. Dutro
Vice President-Finance and Acting
Chief Financial Officer
Date: September 10, 1997 s/ Daniel M. Thomas
Daniel M. Thomas
Corporate Controller
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EXHIBIT INDEX
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4.1 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))
4.2 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 Company's 1996 Stock Option Plan (incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended
January 3, 1997 (File No. 0-14759)).
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
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September 10, 1997
KLLM Transport Services, Inc.
P.O. Box 6098
Jackson, MS 39288
Re: KLLM Transport Services, Inc. 1996 Stock Option 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 Option
Plan (the "Plan") and the proposed offer of up to 200,000 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
200,000 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:s/ James H. Neeld, IV
James H. Neeld, IV
JHN,IV:mc
Consent of Ernst & Young, LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
Form S-8 dated September 11, 1997 pertaining to the KLLM Transport Services,
Inc. 1996 Stock Option Plan of our report dated January 31, 1997, except for
Note B as to which the date is March 7, 1997, 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 January 3, 1997,
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
s/Ernst & Young LLP
ERNST & YOUNG LLP
Jackson, Mississippi
September 9, 1997
