<PAGE> 1
As filed with the Securities and Exchange Commission on August 26, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
P.A.M. TRANSPORTATION SERVICES, INC.
--------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 71-0633135
- -------------------------------------------------------------- ---------------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
Highway 412 West
P.O. Box 188
Tontitown, Arkansas 72770
-------------------------------------------
(Address of principal executive offices)
1995 STOCK OPTION PLAN
-----------------------------
(Full Title of the Plan)
ROBERT W. WEAVER
President and Chief Executive Officer
Highway 412 West
P.O. Box 188
Tontitown, Arkansas 72770
(501) 361-9111
- -------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
---------------------------------
Copies Requested to:
Helen T. Ferraro, Esq.
Smith, Gambrell & Russell
Suite 1800
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
(404) 264-2620
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
- ---------- ---------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Options and
shares of 600,000 $ 6.125 $3,675,000 $1,267.24
$.01 par value Shares
Common Stock
===============================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low prices
of Common Stock on the Nasdaq National Market on August 20, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by the Company
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 such
documents:
(a) the Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
(c) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996; and
(d) the Company's Registration Statement on Form 8-A, as filed with the
Securities and Exchange Commission on October 7, 1986, to register the
Company's Common Stock, $.01 par value per share, under Section 12(g)
of the Securities and Exchange Act of 1934, as amended, which
Registration Statement contains a description of the Common Stock.
Item 4. Description of Securities.
No response to this item is required.
Item 5. Interests of Named Experts and Counsel.
No response to this item is required.
Item 6. Indemnification of Directors and Officers.
The Registrant's By-Laws provide for indemnification of directors and
officers of the Registrant to the full extent permitted by Delaware law.
Section 145 of the General Corporation Law of the State of Delaware
provides generally that a corporation may indemnify any person 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, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at its request in
such capacity in another corporation or business association, 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 the reasonably believed to
be in or not opposed to the best interests of the
II-1
<PAGE> 3
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In addition, pursuant to the authority of Delaware law, the Certificate of
Incorporation of the Registrant also eliminates the monetary liability of
directors to the fullest extent permitted by Delaware law. The Registrant has
purchased directors' and officers' liability insurance covering certain
liabilities incurred by its directors and officers in connection with the
performance of their duties.
Item 7. Exemption from Registration Claimed.
No response to this item is required.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
Number Description of Exhibit
------- ----------------------
4.1 - Registrant's 1995 Stock Option Plan.
4.2 - Form of Stock Option Agreement.
5.1 - Opinion of Smith, Gambrell & Russell.
23.1 - Consent of Ernst & Young LLP.
23.2 - Consent of Smith, Gambrell & Russell (contained in their
opinion filed as Exhibit 5.1).
24.1 - Power of Attorney of Daniel C. Sullivan.
24.2 - Power of Attorney of Matthew T. Moroun.
24.3 - Power of Attorney of Charles F. Wilkins.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the 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
II-2
<PAGE> 4
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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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 the time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant 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
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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.
II-3
<PAGE> 5
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 Tontitown, State of Arkansas, on this 23rd day of
August, 1996.
P.A.M. TRANSPORTATION SERVICES, INC.
By: /s/ Robert W. Weaver
--------------------------------------------
Robert W. Weaver
President and Chief Executive Officer
(principal executive officer)
By: /s/ Larry J. Goddard
---------------------------------------------
Larry J. Goddard
Vice President of Finance and Chief
Financial Officer, Secretary and
Treasurer (principal financial and
accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert W. Weaver President, Chief August 23, 1996
- ----------------------- Executive Officer
Robert W. Weaver and Director
* Director August 23, 1996
- -----------------------
Daniel C. Sullivan
* Director August 23, 1996
- -----------------------
Matthew T. Moroun
* Director August 23, 1996
- -----------------------
Charles F. Wilkins
</TABLE>
*By: /s/ Robert W. Weaver
- ------------------------------------------
Robert W. Weaver, pursuant to
powers-of-attorney filed as exhibits
to this Registration Statement on
Form S-8
<PAGE> 6
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
------- ---------------------- -----------
[S] [C] [C]
4.1 - Registrant's 1995 Stock Option Plan
4.2 - Form of Incentive Stock Option Agreement
5.1 - Opinion of Smith, Gambrell & Russell
23.1 - Consent of Ernst & Young LLP
24.1 - Power of Attorney of Daniel C. Sullivan
24.2 - Power of Attorney of Matthew T. Moroun
24.3 - Power of Attorney of Charles F. Wilkins
<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
P.A.M. TRANSPORTATION SERVICES, INC.
1995 STOCK OPTION PLAN
EFFECTIVE AS OF JUNE 29, 1995
1. PURPOSE
The purpose of the P.A.M. Transportation Services, Inc. 1995 Stock Option
Plan (the "Plan") is to encourage and enable eligible directors, officers and
key employees of P.A.M. Transportation Services, Inc. (the "Company") and its
subsidiaries to acquire proprietary interests in the Company through the
ownership of Common Stock of the Company. The Company believes that directors,
officers and key employees who participate in the Plan will have a closer
identification with the Company by virtue of their ability as shareholders to
participate in the Company's growth and earnings. The Plan also is designed to
provide motivation for participating directors, officers and key employees to
remain in the employ of and to give greater effort on behalf of the Company.
It is the intention of the Company that the Plan provide for the award of
"incentive stock options" qualified under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code") and the regulations promulgated
thereunder, as well as the award of non-qualified stock options. Accordingly,
the provisions of the Plan related to incentive stock options shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of Section 422 of the Code.
2. DEFINITIONS
The following words or terms shall have the following meanings:
(a) "Agreement" shall mean a stock option agreement between the Company
and an Eligible Employee, Eligible Participant or Non-Employee Director pursuant
to the terms of this Plan.
(b) "Board of Directors" shall mean the Board of Directors of the Company
or the Executive Committee of such Board.
(c) "Committee" shall mean the committee appointed by the Board of
Directors to administer the Plan.
(d) "Company" shall mean P.A.M. Transportation Services, Inc., a Delaware
corporation.
(e) "Eligible Employee(s)" shall mean key employees regularly employed by
the Company or a Subsidiary (including officers, whether or not they are
directors) as the Board of Directors or the Committee shall select from time to
time.
(f) "Eligible Participant(s)" shall mean directors, officers, key
employees of the Company and its Subsidiaries, consultants and other persons who
are not otherwise eligible to receive Qualified Incentive Options pursuant to
Section 8 of the Plan.
(g) "Market Price" shall mean the fair market value of the Company's
Common Stock as determined by the Board of Directors or the Committee, acting in
good faith, under any method consistent with the Code, or Treasury Regulations
thereunder, as the Board of Directors or the Committee shall in its discretion
select and apply at the time of the grant of the option concerned. Subject to
the foregoing, the Board of Directors or the Committee, in fixing the market
price, shall have full authority and discretion and be fully protected in doing
so.
<PAGE> 3
(h) "Non-Employee Director(s)" shall mean a director of the Company who is
not a regular salaried employee of the Company or one of its Subsidiaries.
(i) "Optionee" shall mean an Eligible Employee, Eligible Participant or
Non-Employee Director having a right to purchase Common Stock under an
Agreement.
(j) "Option(s)" shall mean the right or rights granted to Eligible
Employees, Eligible Participants or Non-Employee Directors to purchase Common
Stock under the Plan.
(k) "Plan" shall mean this P.A.M. Transportation Services, Inc. 1995 Stock
Option Plan.
(l) "Shares," "Stock" or "Common Stock" shall mean shares of the $.01 par
value common stock of the Company.
(m) "Subsidiary" shall mean any corporation, if the Company owns or
controls, directly or indirectly, more than a majority of the voting stock of
such corporation.
(n) "Ten Percent Owner" shall mean an individual who, at the time an
Option is granted, owns directly or indirectly more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or a
Subsidiary.
3. EFFECTIVE DATE
The effective date of the Plan (the "Effective Date") shall be the date
the Plan is adopted by the Board of Directors or the date the Plan is approved
by the shareholders of the Company, whichever is earlier. The Plan must be
approved by the affirmative vote of not less than a majority of the shares
present and voting at a meeting at which a quorum is present, which shareholder
vote must be taken within twelve (12) months after the date the Plan is adopted
by the Board of Directors. Such shareholder vote shall not alter the Effective
Date of the Plan. In the event shareholder approval of the adoption of the
Plan is not obtained within the aforesaid twelve (12) month period, then any
Options granted in the intervening period shall be void.
4. SHARES RESERVED FOR PLAN
The shares of the Company's Common Stock to be sold to Eligible Employees,
Eligible Participants and Non-Employee Directors under the Plan may at the
election of the Board of Directors be either treasury shares or Shares
originally issued for such purpose. The maximum number of Shares which shall
be reserved and made available for sale under the Plan shall be 600,000;
provided, however, that such Shares shall be subject to the adjustments
provided in Section 8(h). Any Shares subject to an Option which for any reason
expires or is terminated unexercised may again be subject to an Option under
the Plan.
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of the Company if
each member is a disinterested person (as defined herein), or the Committee.
The Committee shall be comprised of not less than two (2) members appointed by
the Board of Directors of the Company from among its members. No member of the
Board of Directors shall be appointed or serve as a member of the Committee,
and any such appointment or service immediately and automatically shall
terminate, in the event that such person is not a disinterested person. As used
herein, the term "disinterested person" means a director who is not, during the
one year prior to service as an administrator of the Plan, or during such
service, granted or awarded
<PAGE> 4
equity securities pursuant to the Plan or any other plan of the Company or any
of its affiliates (as such term is defined in the General Rules and Regulations
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), except
for such grants or awards which would not disqualify the director as a
"disinterested person" under Rule 16b-3 under the Exchange Act.
Within the limitations described herein, the Board of Directors of the
Company or the Committee shall administer the Plan, select the Eligible
Employees and Eligible Participants to whom Options will be granted, determine
the number of shares to be optioned to each Eligible Employee and Eligible
Participant and interpret, construe and implement the provisions of the Plan.
The Board of Directors or the Committee shall also determine the price to be
paid for the Shares upon exercise of each Option, the period within which each
Option may be exercised, and the terms and conditions of each Option granted to
the Plan. The Board of Directors and Committee members shall be reimbursed for
out-of-pocket expenses reasonably incurred in the administration of the Plan.
If the Plan is administered by the Board of Directors, a majority of the
members of the Board of Directors shall constitute a quorum, and the act of a
majority of the members of the Board of Directors present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Board of Directors shall be the acts of the Board of Directors. If the Plan is
administered by the Committee, a majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all of the
members of the Committee shall be the acts of the Committee.
6. ELIGIBILITY
Options granted pursuant to Section 8 shall be granted only to Eligible
Employees. Options granted pursuant to Section 9 may be granted to Eligible
Employees and to Eligible Participants. Options granted pursuant to Section 10
shall be granted only to Non-Employee Directors.
7. DURATION OF THE PLAN
The Plan shall remain in effect until all Shares subject to or which may
become subject to the Plan shall have been purchased pursuant to Options
granted under the Plan; provided that Options under the Plan must be granted
within ten (10) years from the Effective Date. The Plan shall expire on the
tenth anniversary of the Effective Date.
8. QUALIFIED INCENTIVE OPTIONS
It is intended that Options granted under this Section 8 shall be
qualified incentive stock options under the provisions of Section 422 of the
Code and the regulations thereunder or corresponding provisions of subsequent
revenue laws and regulations in effect at the time such Options are granted.
Such Options shall be evidenced by stock option agreements in such form and not
inconsistent with this Plan as the Committee or the Board of Directors shall
approve from time to time, which Agreements shall contain in substance the
following terms and conditions:
(a) Price. The purchase price for shares purchased upon exercise will be
-----
equal to 100% of the Market Price on the day the Option is granted, as
determined by the Board of Directors or the Committee; provided that the
purchase price of stock deliverable upon the exercise of a qualified incentive
option granted to a Ten Percent Owner shall be not less than one hundred ten
percent (110%) of the Market Price on the day the Option is granted, as
determined by the Board of Directors or the Committee, but in no case less than
the par value of such stock.
<PAGE> 5
(b) Number of Shares. The Agreement shall specify the number of Shares
-----------------
which the Optionee may purchase under such Option.
(c) Exercise of Options. The shares subject to the Option may be
-------------------
purchased in whole or in part by the Optionee in accordance with the terms of
the Agreement, from time to time after shareholder approval of the Plan, but in
no event later than ten (10) years from the date of grant of the Option.
Notwithstanding the foregoing, Shares subject to an Option granted to a Ten
Percent Owner shall be exercisable no later than five (5) years from the date of
grant of the Option.
(d) Medium and Time of Payment. Stock purchased pursuant to an Agreement
---------------------------
shall be paid for in full at the time of purchase. Payment of the purchase
price shall be in cash or shares of the Common Stock of the Company, or a
combination of cash and shares of the Common Stock of the Company, in the
discretion of, and as authorized by, the Committee. Upon receipt of payment,
the Company shall, without transfer or issue tax, deliver to the Optionee (or
other person entitled to exercise the Option) a certificate or certificates for
such Shares.
(e) Rights as a Shareholder. An Optionee shall have no rights as a
------------------------
shareholder with respect to any Shares covered by an Option until the date of
issuance of the stock certificate to the Optionee for such Shares. Except as
otherwise expressly provided in the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.
(f) Nonassignability of Option. No Option shall be assignable or
---------------------------
transferable by the Optionee except by will or by the laws of descent and
distribution. During the lifetime of the Optionee, the Option shall be
exercisable only by him or her.
(g) Effect of Termination of Employment or Death. In the event that an
---------------------------------------------
Optionee during his or her lifetime ceases to be an employee of the Company or
of any subsidiary of the Company for any reason (including retirement) other
than death or permanent and total disability, any Option or unexercised portion
thereof which was otherwise exercisable on the date of termination of employment
shall expire unless exercised within a period of three (3) months from the date
on which the Optionee ceased to be an employee, but in no event after the term
provided in the Optionee's Agreement. In the event that an Optionee ceases to
be an employee of the Company or of any subsidiary of the Company for any reason
(including retirement) other than death or permanent and total disability prior
to the time that an Option or portion thereof becomes exercisable, such Option
or portion thereof which is not then exercisable shall terminate and be null and
void. Whether authorized leave of absence for military or government service
shall constitute termination of employment for the purpose of this Plan shall be
determined by the Board of Directors or the Committee, which determination shall
be final and conclusive.
In the event that an Optionee during his or her lifetime ceases to be an
employee of the Company or any subsidiary of the Company by reason of death or
permanent and total disability, any Option or unexercised portion thereof which
was otherwise exercisable on the date such Optionee ceased employment shall
expire unless exercised within a period of one (1) year from the date on which
the Optionee ceased to be an employee, but in no event after the term provided
in the Optionee's Agreement. In the event that an Optionee during his or her
lifetime ceases to be an employee of the Company or any subsidiary of the
Company by reason of death or permanent and total disability, any Option or
portion thereof which was not exercisable on the date such Optionee ceased
employment shall become immediately exercisable for a period of one (1) year
from the date on which the Optionee ceased to be an employee, but in no event
after the term provided in the Optionee's Agreement.
<PAGE> 6
"Permanent and total disability" as used in this Plan shall be as defined
in Section 22(e)(3) of the Code.
In the event of the death of an Optionee, the Option shall be exercisable
by his or her personal representatives, heirs or legatees, as provided herein.
(h) Recapitalization. In the event that dividends are payable in Common
-----------------
Stock of the Company or in the event there are splits, subdivisions or
combinations of shares of Common Stock of the Company, the number of Shares
available under the Plan shall be increased or decreased proportionately, as the
case may be, and the number and Option exercise price of Shares deliverable upon
the exercise thereafter of any Option theretofore granted shall be increased or
decreased proportionately, as the case may be, as determined to be proper and
appropriate by the Board of Directors or the Committee.
(i) Reorganization. In case the Company is merged or consolidated with
---------------
another corporation and the Company is not the surviving corporation, or in case
the property or stock of the Company is acquired by another corporation, or in
case of a separation, reorganization, recapitalization or liquidation of the
Company, the Board of Directors of the Company, or the Board of Directors of any
corporation assuming the obligations of the Company hereunder, shall either (i)
make appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect to the shares of Common Stock of the Company, provided only
that the excess of the aggregate fair market value of the Shares subject to
option immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the Shares
subject to option immediately before such substitution over the purchase price
thereof, or (ii) upon written notice to the Optionee provide that the Option
(including, in the discretion of the Board of Directors, any portion of such
Option which is not then exercisable) must be exercised within sixty (60) days
of the date of such notice or it will be terminated. If any adjustment under
this Section 8(i) would create a fractional share of Stock or a right to acquire
a fractional share, such shall be disregarded and the number of shares of Stock
available under the Plan and the number of Shares covered under any Options
previously granted pursuant to the Plan shall be the next lower number of shares
of Stock, rounding all fractions downward. An adjustment made under this
Section 8(i) by the Board of Directors shall be conclusive and binding on all
affected persons.
Except as otherwise expressly provided in this Plan, the Optionee shall
have no rights by reason of any subdivision or consolidation of shares of stock
of any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or prices of shares of Common Stock subject to an
Option.
The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part
of its business or assets.
(j) Annual Limitation. The aggregate fair market value (determined at the
------------------
time the Option is granted) of the shares with respect to which incentive stock
options are exercisable for the first time by an Optionee during any calendar
year (under all incentive stock option plans of the Company) shall not exceed
$100,000. Any excess over such amount shall be deemed to be related to and part
of a non-qualified stock option granted pursuant to Section 9.
<PAGE> 7
(k) General Restriction. Each Option shall be subject to the requirement
--------------------
that if at any time the Board of Directors shall determine, in its discretion,
that the listing, registration or qualification of the Shares subject to such
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is necessary or desirable
as a condition of, or in connection with, the granting of such Option or the
issue or purchase of Shares thereunder, such Option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors. Alternatively, such Options shall be
issued and exercisable only upon such terms and conditions and with such
restrictions as shall be necessary or appropriate to effect exemption from such
listing, registration, or other qualification requirement.
9. NON-QUALIFIED OPTIONS
The Board of Directors or the Committee may grant to Eligible Employees or
Eligible Participants Options under the Plan which are not qualified incentive
stock options under the provisions of Section 422 of the Code. Such
non-qualified options shall be evidenced by Agreements in such form and not
inconsistent with this Plan as the Committee shall approve from time to time,
which Agreements shall contain in substance the same terms and conditions as
set forth in Section 8 hereof with respect to qualified incentive options;
provided, however, that the limitations set forth in Sections 8(a) and 8(c)
with respect to Ten Percent Owners shall not be applicable to non-qualified
options granted to any Ten Percent Owner, and the limitation set forth in
Section 8(j) with respect to the annual limitation of incentive stock options
shall not be applicable to non-qualified option grants; provided further, that
non-qualified options may be granted at a purchase price equal to not less than
75% of the Market Price on the day the Option is granted.
10. OPTIONS TO NON-EMPLOYEE DIRECTORS
Notwithstanding any provisions of the Plan to the contrary, the
participation and eligibility of a Non-Employee Director in the Plan shall be
limited exclusively to the following:
(a) On March 2, 1997 and on March 2 of each year thereafter during the
term of this Plan, each then Non-Employee Director of the Company shall be
granted, without the necessity of action by the Board of Directors or any
committee thereof, an Option to purchase 1,000 shares of Common Stock at an
option exercise or purchase price equal to the Market Price of such Stock on the
date of grant; provided, that in the event that the date of grant falls on a
weekend or holiday, then the option exercise price shall be determined by
reference to the Market Price of the Common Stock on the business day next
preceding the grant date.
(b) Options granted under this Section 10 shall be exercisable commencing
on the date of grant or, with respect to any Option granted prior to stockholder
approval of this Plan, upon the date of such stockholder approval, and
thereafter until the earlier to occur of the following: the close of business on
(i) the date which is the fifth anniversary of the date of grant; (ii) the date
which is the 90th day following the date upon which such Non-Employee Director
ceases to be a director of the Company for any reason other than death or
permanent and total disability; or (iii) the date which is the first anniversary
of the date on which such Non-Employee Director ceases to be a director of the
Company as a result of death or permanent and total disability.
(c) In all other respects, Options granted to Non-Employee Directors
hereunder shall contain in substance the same terms and conditions as set forth
in Section 9 hereof with respect to non-qualified options. No Non-Employee
Director shall be eligible to receive Options hereunder except as provided in
this Section 10. This Section may not be amended more than once every six
months.
<PAGE> 8
11. AMENDMENT OF THE PLAN
The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the shares
present and voting thereon by the Company's shareholders at a meeting of the
shareholders at which a quorum is present. The Board of Directors may at any
time and from time to time modify or amend the Plan in any respect, except that
without shareholder approval the Board of Directors may not (1) increase the
maximum number of Shares for which Options may be granted under the Plan (other
than increases due to changes in capitalization as referred to in Section 8(h)
hereof), or (2) reduce the option exercise price or waiting period (except as
otherwise expressly provided in Sections 8(h) and 8(i) hereof), or (3) extend
the maximum period during which Options may be granted or exercised, or (4)
change the class of persons eligible for Options under Section 6 hereof, or (5)
otherwise materially modify (within the meaning of Rule 16b-3 of the Exchange
Act) the requirements as to eligibility for participation in the Plan, or (6)
otherwise materially increase (within the meaning of Rule 16b-3 of the
Securities Exchange Act of 1934, as amended) the benefits accruing to
participants under the Plan. The termination or any modification or amendment
of the Plan shall not, without the written consent of an Optionee, affect his
or her rights under an Option or right previously granted to him or her. With
the written consent of the Optionee affected, the Board of Directors or the
Committee may amend outstanding option agreements in a manner not inconsistent
with the Plan. Without employee consent, the Board of Directors may at any
time and from time to time modify or amend outstanding option agreements in
such respects as it shall deem necessary in order that incentive options
granted hereunder shall comply with the appropriate provisions of the Code and
regulations thereunder which are in effect from time to time respecting
"Qualified Incentive Options." The Company's Board of Directors may also
suspend the granting of Options pursuant to the Plan at any time and may
terminate the Plan at any time; provided, however, no such suspension or
termination shall modify or amend any Option granted before such suspension or
termination unless (1) the affected participant consents in writing to such
modification or amendment or (2) there is a dissolution or liquidation of the
Company.
12. BINDING EFFECT
All decisions of the Board of Directors or the Committee involving the
implementation, administration or operation of the Plan or any offering under
the Plan shall be binding on the Company and on all persons eligible or who
become eligible to participate in the Plan.
13. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock
pursuant to Options exercised hereunder will be used for general corporate
purposes.
<PAGE> 1
EXHIBIT 4.2
<PAGE> 2
P.A.M. TRANSPORTATION SERVICES, INC.
INCENTIVE STOCK OPTION AGREEMENT
THIS INCENTIVE STOCK OPTION AGREEMENT ("Option Agreement") made and
entered into as of June 29, 1995, by and between P.A.M. TRANSPORTATION
SERVICES, INC. (the "Company") and ____________________________ ("Employee");
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company has adopted a certain Stock
Option Plan (the "Plan"). Pursuant to the terms of the Plan, the Board of
Directors or its designated committee has selected Employee to participate in
the Plan and desires to grant to Employee certain incentive stock options to
purchase shares of the Company's authorized $.01 par value common stock
("Stock"), subject to the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. INCORPORATION OF PROVISIONS
This Option Agreement is subject to and is to be construed in all respects
in a manner which is consistent with the terms of the Plan, the provisions of
which are hereby incorporated by reference into this Option Agreement. Unless
specifically provided otherwise, all terms used in this Option Agreement shall
have the same meaning as in the Plan.
2. GRANT OF OPTION
Subject to the further terms and conditions of this Option Agreement,
Employee is hereby granted an incentive stock option to purchase __________
shares of Stock, effective as of the date first written above. This stock
option is intended to be an Incentive Stock Option as provided in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
3. FAIR MARKET VALUE OF STOCK
The Board of Directors or its designated committee has determined, in good
faith and in its best judgment, that the fair market value per share of Stock
as of the date this incentive stock option is granted is $_________________.
4. OPTION PRICE
The Board of Directors or its designated committee has determined that the
price for each share of Stock purchased under this Option Agreement shall be
$____________.
<PAGE> 3
5. EXPIRATION OF OPTIONS
The option to acquire Stock pursuant to this Option Agreement shall expire
(to the extent not previously fully exercised) upon the first to occur of the
following:
(a) June 29, 2001;
(b) The date which is the 90th day following the date upon which
Employee ceases to be employed by the Company, or any majority-owned subsidiary
of the Company, otherwise than as a result of Employee's death or disability;
(c) The date which is the first anniversary of the date upon which
Employee ceases to be employed by the Company, or any majority-owned subsidiary
of the Company, by reason of Employee's death or physical or mental disability;
or
(d) The date upon which Employee ceases his employment with the
Company, or any majority-owned subsidiary of the Company, for any reason,
including death or disability, with respect to any portion of this option which
is not then exercisable on the date Employee ceases his employment with the
Company.
6. EXERCISE OF OPTION
Unless options hereunder shall earlier lapse or expire pursuant to Article
5 hereof, this option may be exercised with respect to the aggregate number of
shares subject to this Option Agreement as follows:
(a) From June 29, 1995 through June 28, 1996, ________ shares;
(b) During the period from June 29, 1996 through June 28, 1997,
________ shares less the number of shares previously acquired through exercise
of this option under subparagraph 6(a);
(c) During the period from June 29, 1997 through June 28, 1998,
________ shares less the number of shares previously acquired through exercise
of this option under subparagraphs 6(a) and (b);
(d) During the period from June 29, 1998 through June 28, 1999,
________ shares less the number of shares previously acquired through exercise
of this option under subparagraphs 6(a), (b) and (c); and
(e) During the period from June 29, 1999 through June 28, 2000,
________ shares less the number of shares previously acquired through exercise
of this option under subparagraphs 6(a), (b), (c) and (d).
To the extent such options become exercisable in accordance with the
foregoing, Employee may exercise this incentive stock option, in whole or in
part from time to time. The option exercise price may be paid by Employee
either in cash or by surrender of other shares of Stock of the Company
<PAGE> 4
held by Employee. Employee shall be given credit against the option exercise
price hereunder for such shares surrendered equal to the closing bid price as
reported by the NASDAQ Automated Quotations System, or such other market
reporting system as shall then be the primary quotation market for the Stock, on
the day preceding exercise of the option, or, if there were no such actual
closing bid price for such date, on the date next preceding such date on which
such price was available. The aggregate fair market value (determined as of the
time the option is granted) of the shares with respect to which incentive stock
options under the Plan (and any other incentive stock option plans maintained by
the Company and its subsidiaries) are exercisable for the first time by any
individual during any calendar year shall not exceed $100,000.
7. MANNER OF EXERCISE
This incentive stock option may be exercised by written notice to the
Company specifying the number of shares to be purchased and signed by Employee
or such other person who may be entitled to acquire stock under this Option
Agreement. If any such notice is signed by a person other than Employee, such
person shall also provide such other information and documentation as the Board
of Directors may reasonably require to assure that such person is entitled to
acquire Stock under the terms of the Plan and this Option Agreement.
8. RESTRICTIONS ON TRANSFERABILITY
The incentive stock option granted hereunder shall not be transferable by
Employee otherwise than by will or by the laws of descent and distribution, and
such incentive stock option shall be exercisable during Employee's lifetime
only by Employee.
9. FURTHER RESTRICTIONS ON EXERCISE AND SALE OF STOCK
Neither this Option nor any portion thereof shall be exercisable at any
time during which there is not on file with the Securities and Exchange
Commission an effective Registration Statement covering the option shares on
Form S-8, or similar form promulgated by the Securities and Exchange
Commission.
Nothing contained in this section shall be construed to obligate the
Company to, or to grant any right to the holder of this Option to, cause the
Company to file any Registration Statement; or, if any such Registration
Statement is filed, to prepare any additional prospectus, to file any
amendments to the Registration Statement, or to continue said Registration
Statement in effect.
If at any time during which this Option is otherwise exercisable according
to its terms there is no effective Registration Statement on file with the
Securities and Exchange Commission covering the shares then acquirable
hereunder, the Board of Directors may, in its sole discretion, permit this
Option to be exercised by the holder hereof, upon its satisfaction that the
offer and sale of such option shares to the option holder is exempt in fact
from the registration requirements of the Securities Act of 1933, as amended,
and such state securities laws as shall be applicable, and may condition such
exercise upon its receipt of such representations, factual assurances and legal
opinions as it shall deem necessary to determine and document the availability
of any such exemption and may further condition such exercise upon such
undertakings by the holder hereof or such restriction
<PAGE> 5
upon the transferability of the shares to be acquired hereunder as it shall
determine to be necessary to effectuate and protect the claim to any such
exemption.
IN WITNESS WHEREOF, the Company has caused this the Option Agreement to be
executed by a member of the Board of Directors or a duly authorized officer of
the Company, and Employee has executed this Option Agreement as of the date
first above written.
P.A.M. TRANSPORTATION SERVICES, INC.
By:
-------------------------------------
President or Executive Vice President
ATTEST:
- --------------------------------
Secretary or Assistant Secretary
"EMPLOYEE"
---------------------------------------
<PAGE> 1
EXHIBIT 5.1
<PAGE> 2
August 23, 1996
Board of Directors
P.A.M. Transportation Services, Inc.
Highway 412 West
Tontitown, Arkansas 72770
RE: P.A.M. Transportation Services, Inc.
Registration Statement on Form S-8
600,000 Shares of $0.01 par value Common Stock
1995 Stock Option Plan
Gentlemen:
We have acted as counsel for P.A.M. Transportation Services, Inc. (the
"Company") in connection with the registration of 600,000 shares of its $0.01
par value Common Stock (the "Shares") reserved to the Company's 1995 Stock
Option Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, covering the
Shares.
In connection therewith, we have examined the following:
(1) The Restated Certificate of Incorporation of the Company, as
amended, certified by the Department of State of the State of
Delaware;
(2) The Amended and Restated By-Laws of the Company, as amended,
certified as complete and correct by the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company;
(4) Certificate of Good Standing with respect to the Company,
issued by the Department of State of the State of Delaware; and
(5) The Registration Statement, including all exhibits thereto.
<PAGE> 3
Board of Directors
August 23, 1996
Page Two
Based upon such examination and upon examination of such other instruments
and records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated under the laws of the State of
Delaware and is validly existing and in good standing under the laws of
that state.
(B) The Shares covered by the Registration Statement have been legally
authorized and when issued in accordance with the terms described in
said Registration Statement, will be validly issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement on Form S-8 and to the reference to this
firm under the caption "Legal Matters" in the Prospectus. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL
/s/ Helen T. Ferraro
-------------------------
Helen T. Ferraro
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1995 Stock Option Plan of
P.A.M. Transportation Services, Inc. and to the incorporation by reference
therein of our report dated February 14, 1996, with respect to the consolidated
financial statements and schedule of P.A.M. Transportation Services, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1995,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
August 23, 1996
<PAGE> 1
EXHIBIT 24.1
<PAGE> 2
STATE OF ILLINOIS
COUNTY OF DUPAGE
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Daniel C. Sullivan, a Director of
P.A.M. TRANSPORTATION SERVICES, INC., a Delaware corporation, do constitute and
appoint Robert W. Weaver and Larry J. Goddard, and each of them, my true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for P.A.M. TRANSPORTATION SERVICES, INC., in
connection with its 1995 Stock Option Plan, and to file the same with the
Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of
June, 1996.
/s/ Daniel C. Sullivan
------------------------------
Daniel C. Sullivan
ACKNOWLEDGMENT
BEFORE me this 24th day of June, 1996, came Daniel C. Sullivan, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Linda M. Marr
----------------------------------
NOTARY PUBLIC
State of Illinois
----------------------------------
My Commission Expires:
09/05/96
----------------------------------
<PAGE> 1
EXHIBIT 24.2
<PAGE> 2
STATE OF MICHIGAN
COUNTY OF MACOMB
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Matthew T. Moroun, a Director of
P.A.M. TRANSPORTATION SERVICES, INC., a Delaware corporation, do constitute and
appoint Robert W. Weaver and Larry J. Goddard, and each of them, my true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for P.A.M. TRANSPORTATION SERVICES, INC., in
connection with its 1995 Stock Option Plan, and to file the same with the
Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day of
June, 1996.
/s/ Matthew T. Moroun
------------------------------
Matthew T. Moroun
ACKNOWLEDGMENT
BEFORE me this 21st day of June, 1996, came Matthew T. Moroun, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Kathleen M. Tasch
--------------------------------
NOTARY PUBLIC
State of Michigan
--------------------------------
My Commission Expires:
07/24/00
--------------------------------
<PAGE> 1
EXHIBIT 24.3
<PAGE> 2
STATE OF MICHIGAN
COUNTY OF LIVINGSTON
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, Charles F. Wilkins, a Director of
P.A.M. TRANSPORTATION SERVICES, INC., a Delaware corporation, do constitute and
appoint Robert W. Weaver and Larry J. Goddard, and each of them, my true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for me in any and all capacities, to sign, on my behalf and in
my stead pursuant to the requirements of the Securities Act of 1933, the
Registration Statement on Form S-8 for P.A.M. TRANSPORTATION SERVICES, INC., in
connection with its 1995 Stock Option Plan, and to file the same with the
Securities and Exchange Commission, together with all exhibits thereto and
other documents in connection therewith, and to sign on my behalf and in my
stead, in any and all capacities, any amendments to said Registration
Statement, incorporating such changes as the said attorneys-in-fact deem
appropriate, hereby ratifying and confirming all that said attorneys-in-fact,
or their substitute or substitutes, may do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 25th day of
June, 1996.
/s/ Charles F. Wilkins
-----------------------------
Charles F. Wilkins
ACKNOWLEDGMENT
BEFORE me this 25th day of June, 1996, came Charles F. Wilkins, personally
known to me, who in my presence did sign and seal the above and foregoing Power
of Attorney and acknowledged the same as his true act and deed.
/s/ Lauri L. Trapp
--------------------------------
NOTARY PUBLIC
State of Michigan
--------------------------------
My Commission Expires:
04/08/98
--------------------------------
