As filed with the Securities and Exchange Commission on July 10, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------
SWIFT TRANSPORTATION CO., INC.
(Exact name of Registrant as specified in charter)
Nevada 86-066680
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1455 Hulda Way, Sparks, Nevada 89431
(Address of Principal Executive Office) (Zip Code)
------------------------------------
SWIFT TRANSPORTATION CO., INC.
STOCK OPTION PLAN
(Full title of plan)
------------------------------------
Jerry C. Moyes Copy To:
President Steven D. Pidgeon
SWIFT TRANSPORTATION CO., INC. Snell & Wilmer L.L.P
2200 South 75th Avenue One Arizona Center
Phoenix, Arizona 85043 Phoenix, Arizona 85004-0001
(Name and address of agent for service)
(602) 269-9700
(Telephone number, including area code, of agent for service)
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share* Price* Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 $28.6875 $7,171,875 $2,173
$.001 par value shares
</TABLE>
* Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee using the average of the high and low price of the
Registrant's Common Stock reported on the Nasdaq National Market on
July 9, 1997.
<PAGE>
This Registration Statement also relates to the Form S-8 Registration
Statement No. 33-85942, the contents of which are incorporated herein by
reference pursuant to General Instruction E to Form S-8. Under such Registration
Statement the Registrant registered 2,300,000 (adjusted for two for one stock
split) shares of common stock for issuance under the Swift Transportation Co.,
Inc. Stock Option Plan.
2
<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 Phoenix, State of Arizona, on July 10, 1997.
SWIFT TRANSPORTATION CO., INC.
By: /s/ Jerry C. Moyes
--------------------------
Jerry C. Moyes
Chairman of the Board
President and Chief Executive 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ Jerry C. Moyes Chairman of the Board, July 10, 1997
--------------------------------------- President and Chief
Jerry C. Moyes Executive Officer (Principal
Executive Officer)
By: /s/ William F. Riley III Executive Vice President, July 10, 1997
--------------------------------------- Secretary, Chief Financial
William F. Riley III Officer (Principal Accounting
and Financial Officer) and
Director
By: /s/ Rodney K. Sartor Executive Vice President, July 10, 1997
--------------------------------------- Director
Rodney K. Sartor
By: /s/ Alphonse E. Frei Director July 10, 1997
---------------------------------------
Alphonse E. Frei
By: /s/ Lou A. Edwards Director July 10, 1997
---------------------------------------
Lou A. Edwards
By: /s/ Earl H. Scudder, Jr. Director July 7, 1997
---------------------------------------
Earl H. Scudder, Jr.
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page or
- ----------- ----------- Method of Filing
----------------
5.1 Opinion of Snell & Wilmer Filed herewith
23.1 Consent of KPMG Peat Marwick LLP Filed herewith
23.2 Consent of Snell & Wilmer Included in Exhibit 5
4
July 10, 1997
Swift Transportation Co., Inc.
2200 South 75th Avenue
Phoenix, AZ 85043
Re: Swift Transportation Co., Inc. Stock Option Plan
Gentlemen:
We have acted as your counsel in connection with a Registration
Statement on Form S-8 (the "Registration Statement") to be filed under the
Securities Act of 1933, relating to the registration of 250,000 shares of Common
Stock, par value $0.001 (the "Shares"), issuable pursuant to the Swift
Transportation Co., Inc. Stock Option Plan (the "Plan").
In that connection, we have examined such documents, corporate records,
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including the Articles of Incorporation and Bylaws of the Company.
Based upon the foregoing, it is our opinion that the Shares, when
issued in accordance with the terms of the Plan, will be validly issued, fully
paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name wherever it appears in the
Registration Statement.
Very truly yours,
/s/ Snell & Wilmer LLP
INDEPENDENT AUDITORS'S CONSENT
The Board of Directors
Swift Transportation Co., Inc.:
We consent to the use of our report dated February 14, 1997 incorporated herein
by reference, relating to the consolidated balance sheets of Swift
Transportation Co., Inc. and subsidiaries as of December 31, 1996, and 1995, and
the related consolidated statements of earnings, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1996,
which report appears in the December 31, 1996, annual report on Form 10-K of
Swift Transportation Co., Inc.
KPMG PEAT MARWICK LLP
Phoenix, Arizona
July 9, 1997
