As filed with the Securities and Exchange Commission on December 22, 1998.
Registration No. 333-_____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRANSPORT CORPORATION OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1386925
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1769 YANKEE DOODLE ROAD
EAGAN, MN 55121
(Address of Principal Executive Offices and zip code)
----------------------------
TRANSPORT CORPORATION OF AMERICA, INC.
T.A. REWARDS PROGRAM-STOCK COMPONENT
(Full title of the Plan)
----------------------------
Copy to:
Robert J. Meyers, President John R. Houston
Transport Corporation of America, Inc. Lindquist & Vennum P.L.L.P.
1769 Yankee Doodle Road 4200 IDS Center
Eagan, MN 55121 Minneapolis, MN 55402
(651) 686-2500 (612) 371-3211
(Name, address and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to Proposed Maximum Proposed Maximum Amount of
Registered be Offering Price Per Aggregate Offering Registration
Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 100,000 $12.56(1) $1,256,000(1) $349.17
value
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</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high and low
sale prices of the Company's Common Stock on the NASDAQ National Market on
December 18, 1998.
<PAGE>
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and
2 of Form S-8 is not filed as a part of this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are hereby incorporated by reference:
(a) The Annual Report of the Company on Form 10-K for the fiscal
year ended December 31, 1997.
(b) (1) The Quarterly Reports of the Company on Form 10-Q and
10-Q/A for the quarters ended March 31, 1998, June 30, 1998,
and September 30, 1998;
(2) The Current Reports of the Company filed on Form 8-K and
8-K/A filed July 15, 1998 and September 11, 1998,
respectively;
(3) The Definitive Proxy Statement dated April 10, 1998 for
the Annual Meeting of the Shareholders held on May 21, 1998;
and
(4) Amendment No. 2 to Form 8-A Registration Statement, filed
June 29, 1998.
(c) The description of the Company's Common Stock as set forth
under Item 1 "Description of Registrant's Securities to be
Registered" in the Company's Registration Statement on Form
8-A dated September 29, 1995.
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
completion or termination of this offering of shares of Common Stock shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers.
Article IX of the Registrant's Bylaws provides that the Registrant
shall indemnify its officers, directors, employees and others serving at the
request of the Registrant in accordance with, and to the extent provided by
Minnesota law.
Section 302A.521 of the Minnesota Business Corporation Act provides
that a corporation shall indemnify any person made or threatened to be made a
party to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits at page 8 hereof.
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:
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<PAGE>
(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 the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 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 (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 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 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 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business
4
<PAGE>
issuer pursuant to the foregoing provisions, or otherwise, the small business
issuer 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 small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business issuer 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.
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<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 Eagan, State of Minnesota, on December 21, 1998.
TRANSPORT CORPORATION OF AMERICA, INC.
By /S/ ROBERT J. MEYERS
-------------------------------------------------------
Robert J. Meyers, President and Chief Operating Officer
POWER OF ATTORNEY
The undersigned officers and directors of Transport Corporation of
America, Inc. hereby constitute and appoint Robert J. Meyers and James B.
Aronson or either of them, with power to act one without the other, our true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitutes, may lawfully do or cause to be done by virtue hereof.
6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on December 21, 1998.
SIGNATURE TITLE
--------- -----
/S/ JAMES B. ARONSON Chief Executive Officer and Director
- -------------------------------- (Principal Executive Officer)
James B. Aronson
/S/ ROBERT J. MEYERS President, Chief Operating
- -------------------------------- Officer and Director
Robert J. Meyers
/S/ MICHAEL D. KANDRIS Chief Financial Officer (Principal
- -------------------------------- Financial and Accounting Officer)
Michael D. Kandris
/S/ ANTON J. CHRISTIANSON Director
- --------------------------------
Anton J. Christianson
/S/ MICHAEL J. PAXTON Director
- --------------------------------
Michael J. Paxton
/S/ KENNETH J. ROERING Director
- --------------------------------
Kenneth J. Roering
/S/ WILLIAM D. SLATTERY Director
- --------------------------------
William D. Slattery
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<PAGE>
INDEX TO EXHIBITS
TRANSPORT CORPORATION OF AMERICA, INC.
Exhibit Page
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5.1 Opinion of Lindquist & Vennum P.L.L.P. i
23.1 Consent of Lindquist & Vennum P.L.L.P.-included in Exhibit 5.1
23.2 Consent of KPMG Peat Marwick LLP ii
24.1 Power of Attorney-included on signature page
EXHIBIT 5.1
December 21, 1998
Transport Corporation of America, Inc.
1769 Yankee Doodle Road
Eagan, Minnesota 55121
Re: Opinion of Counsel as to Legality of 100,000 shares of Common
Stock to be Registered under the Securities Act of 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 100,000 shares of Common Stock, $.01 par
value per share, of Transport Corporation of America, Inc. (the "Company")
offered to Company Drivers and Independent Contractors under the Transport
Corporation of America, Inc. T.A. Rewards Program (the "Plan").
As general counsel for the Company, we advise you that it is our
opinion, based on our familiarity with the affairs of the Company and upon our
examination of pertinent documents, that the 100,000 shares of Common Stock to
be offered to Company Drivers and Independent Contractors under the Plan will,
when paid for and issued, be validly issued and lawfully outstanding, fully paid
and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
/S/ LINDQUIST & VENNUM P.L.L.P.
Lindquist & Vennum P.L.L.P.
i
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report incorporated herein by reference in this
Registration Statement of Transport Corporation of America, Inc. on Form S-8
relating to the T.A. Rewards Program.
/S/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
December 21, 1998
ii
