As filed with the Securities and Exchange Commission on January 11, 2001
Registration No. 33-85940
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SWIFT TRANSPORTATION CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 86-0666860
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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2200 South 75th Avenue, Phoenix, Arizona 85043
(Address of Principal Executive Office) (Zip Code)
SWIFT TRANSPORTATION CO., INC.
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full Title of the Plan)
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Jerry C. Moyes, President
SWIFT TRANSPORTATION CO., INC.
2200 South 75th Avenue
PHOENIX, ARIZONA 85043
(Name and Address of Agent For Service)
(623) 269-9700
(Telephone Number, Including Area Code, of Agent For Service)
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<PAGE>
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Form S-8 Registration Statement (File No.
333-85940) amends the registration statement originally filed on November 2,
1994 (the "Original Filing") as amended by Post-Effective Amendment No. 1 filed
on June 23, 1999 (the "First Post-Effective Amendment"). Any items in the
Original Filing not expressly changed hereby shall be as set forth in the
Original Filing as amended by the First Post-Effective Amendment. This
Post-Effective Amendment No. 2 reflects the amendment to the Non-Employee
Directors Stock Option Plan changing the manner in which grants are made.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Registrant (Incorporated by reference to Appendix C of the
Registrant's Notice and Proxy Statement for its 1999 Annual
Meeting of Stockholders).
4.2 Bylaws of the Registrant (Incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on
Form S-3 (Registration No. 33-66034)).
4.3 First Amendment to the Amended and Restated Swift
Transportation Co., Inc. Non-Employee Directors Stock Option
Plan (Incorporated by reference to the Registrant's Notice
and Proxy Statement for its 2000 Annual Meeting of
Stockholders).
5* Opinion of Counsel.
23.1 Consent of KPMG LLP.
23.2* Consent of Counsel (included as part of Exhibit 5).
24* Powers of Attorney.
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* Previously Filed.
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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 Phoenix, state of Arizona, on this 11th day of
January, 2001.
SWIFT TRANSPORTATION CO., INC.,
a Nevada corporation
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 by the following persons in the capacities and on the
date indicated.
Name and Signature Title Date
------------------ ----- ----
/s/ Jerry C. Moyes Chairman of the Board, January 11, 2001
----------------------- President and Chief
Jerry C. Moyes Executive Officer (Principal
Executive Officer)
* Senior Executive Vice January 11, 2001
----------------------- President, Secretary, Chief
William F. Riley, III Financial Officer and Director
(Principal Accounting and
Financial Officer)
* Executive Vice President January 11, 2001
----------------------- and Director
Rodney K. Sartor
* Director January 11, 2001
-----------------------
Lou A. Edwards
* Director January 11, 2001
-----------------------
Alphonse E. Frei
* Director January 11, 2001
-----------------------
Earl H. Scudder, Jr.
* By: /s/ Jerry C. Moyes
--------------------- January 11, 2001
Jerry C. Moyes
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page or Method of Filing
-------------- ----------- ------------------------
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporated by reference to
Incorporation of the Registrant Appendix C of the Registrant's
Notice and Proxy Statement for
its 1999 Annual Meeting of Stockholders
4.2 Bylaws of the Registrant Incorporated by reference to
Exhibit 3.2 of the Registrant's
Registration Statement on Form S-3
(Registration No. 33-66034)
4.3 First Amendment to the Amended and Incorporated by reference to the
Restated Swift Transportation Co., Registrant's Notice and Proxy
Inc. Non-Employee Directors Stock Statement for its 2000 Annual
Option Plan Meeting of Stockholders
5 Opinion of Counsel Previously filed
23.1 Consent of KPMG LLP Filed herewith
23.2 Consent of Counsel Included as part of Exhibit 5
24 Powers of Attorney Previously filed
</TABLE>
