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.)
135 Riverview Drive, Richland, Mississippi 39218
(Address of Principal Executive Offices) (Zip Code)
_______________
KLLM TRANSPORT SERVICES, INC. 1998 NON-EMPLOYEE
DIRECTOR STOCK COMPENSATION PLAN
(Full title of the Plan)
STEVEN K. BEVILAQUA, PRESIDENT AND CEO
KLLM Transport Services, Inc.
135 Riverview Drive
Richland, Mississippi 39218
(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
(601) 948-6100
Approximate date of commencement of proposed sale to the public:
April 17, 1998<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title of Amount to Maximum Proposed Amount of
Securities be Offering Maximum Registration
to be Registered Price Aggregate Fee
Registered Per Unit Offering Price
- ---------------------------------------------------------------------------
Common Stock
$1 Par Value 25,000 $12.00(1) $300,000 $ 88.50
</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 Registrant's Common Stock as
reported on the NASDAQ National Market System on
April 13, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this Registration
Statement will be sent or given to participants in the Plan as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended.
(b) Upon written or oral request, the Company will provide,
without charge, the documents incorporated by reference in Item
3 of Part II of this Registration Statement. The documents are
incorporated by reference in the Section 10(a) Prospectus. The
Company will also provide, without charge, upon written or oral
request, other documents required to be delivered pursuant to
Rule 428(b). Requests for the above-mentioned information should
be directed to KLLM Transport Services, Inc., Post Office Box
6098, Jackson, Mississippi 39288, Attention: Steven L. Dutro,
Chief Financial Officer, Telephone Number (601) 939-2545
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 2, 1998,
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 2, 1998.
(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, and all other amendments or
reports filed for the purpose of updating such description.
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.
Any statement contained in a document incorporated or deemed
incorporated herein by reference, shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the
extent that a statement contained herein or in any subsequently
filed document which also is, or is deemed to be, incorporated
herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
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 Stockholder Protection Rights Agreement dated February
13, 1997, between KLLM Transport Services, Inc. and
KeyCorp Shareholder Services, Inc. as Rights Agent
(incorporated by reference from the Company's Form 8-
A12G/A as filed on February 24, 1997 (File No. 001-
12751))
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
99.1 The Company's1998 Non-Employee Director Stock
Compensation Plan (incorporated by reference from the
Company's Annual Report on Form 10-K for the year ended
January 2, 1998 (File No. 0-14759))
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 registration statement is on Form S-3,
Form S-8, or Form F-3, and 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 Richland, State of Mississippi, on April 16, 1998.
KLLM TRANSPORT SERVICES, INC.
<TABLE>
<S> <C>
By:s/Steven K. Bevilaqua
___________________________________
Steven K. Bevilaqua
President, Chief Executive
Officer and Director
</TABLE>
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.
<TABLE>
<S> <C>
Date: April 16,, 1998 s/Benjamin C. Lee, Jr.
______________________________
Benjamin C. Lee, Jr.
Chairman of the Board of Directors
Date: April 16, 1998 s/Steven K. Bevilaqua
_________________________________
Steven K. Bevilaqua
President, Chief Executive
Officer and Director
Date: April 16, 1998 s/James Leon Young
_________________________________
James Leon Young
Secretary and Director
Date: April 16, 1998 s/Walter P. Neely
_________________________________
Walter P. Neely
Director
Date: April ___, 1998 _______________________________
Leland R. Speed
Director
Date: April _____, 1998 _________________________________
C. Tom Clowe, Jr.
Director
Date: April 16, 1998 s/Steven L. Dutro
_________________________________
Steven L. Dutro
Chief Financial Officer
Date: April 16, 1998 s/Daniel M. Thomas
_________________________________
Daniel M. Thomas
Corporate Controller
</TABLE>
<PAGE>
EXHIBIT INDEX
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 Stockholder Protection Rights Agreement dated
February 13, 1997, between KLLM Transport
Services, Inc. and KeyCorp Shareholder Services,
Inc. as Rights Agent (incorporated by reference
from the Company's Form 8-A12G/A as filed on
February 24, 1997 (File No. 001-12751))
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
99.1 The Company's 1998 Non-Employee Director Stock
Compensation Plan (incorporated by reference from
the Company's Annual Report on Form
10-K for the year ended January 2, 1998 (File No.
0-14759))
<PAGE>
April 17, 1998
KLLM Transport Services, Inc.
P.O. Box 6098
Jackson, MS 39288
Re: KLLM Transport Services, Inc. 1998 Non-Employee
Director Stock Compensation 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 1998 Non-Employee Director Stock
Compensation Plan (the "Plan") and the proposed offer of up
to 25,000 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
25,000 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/Wes Daughdrill
_______________________________________
Wes Daughdrill
JWD:mc
Exhibit 23.2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the KLLM Transport Services, Inc.
1998 Non-Employee Director Stock Compensation Plan of our report
dated January 30, 1998, except for Note C, as to which the date is
February 24, 1998, 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 2, 1998 and our report dated March 30, 1998 with respect
to the financial statement schedule included therein, filed with
the Securities and Exchange Commission.
s/Ernst & Young LLP
Jackson, Mississippi
April 17, 1998
