<PAGE> 1
As filed with the Securities and Exchange Commission on June 11, 1999
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 issuer as specified in its charter)
Delaware 71-0633135
------------------------------ -------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
Highway 412 West, Tontitown, Arkansas 72770
---------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
-----------------------------
(Full Title of the Plan)
ROBERT W. WEAVER
President and Chief Executive Officer
Highway 412 West
Tontitown, Arkansas 72770
(501) 361-9111
------------------
(Name, address, telephone number, including
area code, of agent for service)
----------------------
Copies Requested to:
Terry Ferraro Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E.
Suite 3100
Atlanta, Georgia 30309-3592
(404) 815-3731
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
<S> <C> <C> <C> <C>
Shares of $.01 par
value Common Stock 400,000 $9.16 $3,662,500 $1,018.18
Shares ------ ----------- ---------
</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 reported
prices of the Common Stock on the Nasdaq National Market on May ___, 1999.
===============================================================================
<PAGE> 2
This Registration Statement covers 400,000 additional shares of the
Common Stock of P.A.M. Transportation Services, Inc. (the "Company"), $.01 value
per share, issuable pursuant to the Company's 1995 Stock Option Plan (the "1995
Stock Option Plan"), for which a previously filed Registration Statement on Form
S-8 is effective. The contents of the Company's earlier Registration Statement
on Form S-8, File No. 333-10813, as filed with the Securities and Exchange
Commission on August 26, 1996, is incorporated by reference.
<PAGE> 3
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 Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, as amended, 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 part hereof from the date of
filing such documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, as filed with the Securities and Exchange Commission; and
(c) 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'
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 is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
<PAGE> 4
Item 6. Indemnification of Officers and Directors.
No response to this item is required.
Item 7. Exemption From Registration Claimed.
No response to this Item is required.
Item 8. Exhibits.
The following exhibits are filed with this report.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 Registrant's 1995 Stock Option Plan, as Amended and Restated.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as Exhibit 5.1).
</TABLE>
Item 9. Undertakings.
No response to this Item is required.
<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 Scottsdale, State of Arizona, on this 20th day of May,
1999.
P.A.M. TRANSPORTATION SERVICES, INC.
By: /s/ Robert W. Weaver
-----------------------------------------------
Robert W. Weaver
President and Chief 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 May 20, 1999
-------------------- Executive Officer
Robert W. Weaver and Director
/s/ Daniel C. Sullivan Director May 20, 1999
----------------------
Daniel C. Sullivan
/s/ Matthew T. Moroun Director May 20, 1999
---------------------
Matthew T. Moroun
/s/ Charles F. Wilkins Director May 20, 1999
----------------------
Charles F. Wilkins
/s/ Frederick P. Calderone Director May 20, 1999
--------------------------
Frederick P. Calderone
/s/ Joseph J. Casaroll Director May 20, 1999
----------------------
Joseph J. Casaroll
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 Registrant's 1995 Stock Option Plan, as Amended and Restated.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Arthur Andersen LLP.
</TABLE>
<PAGE> 1
EXHIBIT 4.1
P.A.M. TRANSPORTATION SERVICES, INC.
1995 STOCK OPTION PLAN
(ORIGINAL EFFECTIVE DATE: JUNE 29, 1995)
RESTATED EFFECTIVE AS OF MAY 20, 1999
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, which committee shall at all times consist of
two or more Non-Employee Directors.
(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.
(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. As
it relates to members of the Committee as such term is defined in this Section
2, "Non-Employee Director" shall have the meaning set forth in Rule 16b-3(b)(3)
under the Securities Exchange Act of 1934, as amended.
<PAGE> 2
(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 1,000,000;
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
or the Committee.
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.
<PAGE> 3
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.
(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
<PAGE> 4
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.
"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
<PAGE> 5
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.
(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, 1999 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 2,000 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> 6
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 5.1
[LETTERHEAD OF SMITH, GAMBRELL & RUSSELL, LLP]
June 11, 1999
Board of Directors
P.A.M. Transportation Services, Inc.
P.O. Box 188
Highway 412 West
Tontitown, Arkansas 72770
RE: P.A.M. Transportation Services, Inc.
Registration Statement on Form S-8
400,000 Shares of Common Stock
1995 Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for P.A.M. Transportation Services, Inc. (the
"Company") in connection with the registration of 400,000 shares of its $.01 par
value Common Stock (the "Shares") reserved to the Company's 1995 Stock Option
Plan, as Amended and Restated (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 (the
"Act"), covering the Shares.
In connection therewith, we have examined the following:
(1) The Certificate of Incorporation of the Company, as amended, certified
by the Secretary of State of the State of Delaware;
(2) The Bylaws of the Company, 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
Secretary of State of the State of Delaware; and
<PAGE> 2
Board of Directors
P.A.M. Transportation Services, Inc.
June 11, 1999
Page 2
(5) The Registration Statement, including all exhibits thereto.
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 under the laws of that state.
(B) The Shares covered by the Registration Statement have been legally
authorized by the Company 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 Registration
Statement 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
Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Sincerely,
SMITH, GAMBRELL & RUSSELL, LLP
/s/ Robert T. Molinet
-----------------------------
Robert T. Molinet
<PAGE> 3
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 19, 1999, included in or incorporated by reference in P.A.M.
Transportation Services, Inc.'s Form 10-K filed with the Securities and Exchange
Commission for the year ended December 31, 1998 and to all references to our
Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
June 7, 1999
Fayetteville, Arkansas
