As filed with the Securities and Exchange Commission on January 11, 2001
Registration No. 333-_______
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Securities and Exchange Commission
Washington, D.c. 20549
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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.)
2200 South 75th Avenue, Phoenix, Arizona 85043
(Address of Principal Executive Office) (Zip Code)
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Swift Transportation Co., Inc.
1999 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)
Calculation of Registration Fee
<TABLE>
<CAPTION>
=============================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Aggregate Offering Registration
to be Registered Registered(1) Price Per Share(2) Price(2) Fee
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,500,000 $22.063 $33,094,500 $8,273.63
$0.001 par value
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</TABLE>
(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's Common Stock, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act
of 1933.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices of the
Registrant's Common Stock on January 5, 2001.
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<PAGE>
This Registration Statement also relates to the Form S-8 Registration
Statement No. 333-81403, 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 750,000 shares of common stock for issuance
under the Swift Transportation Co., Inc. 1999 Stock Option Plan. This
Registration Statement reflects the amendment to the 1999 Stock Option Plan
increasing the number of shares authorized to be issued thereunder from 750,000
shares to 2,250,00 shares.
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)
/s/ William F. Riley, III Senior Executive Vice January 11, 2001
------------------------- President, Secretary, Chief
William F. Riley, III Financial Officer and Director
(Principal Accounting and
Financial Officer)
/s/ Rodney K. Sartor Executive Vice President January 11, 2001
-------------------------- and Director
Rodney K. Sartor
/s/ Alphonse E. Frei Director January 11, 2001
--------------------------
Alphonse E. Frei
/s/ Lou A. Edwards Director January 11, 2001
--------------------------
Lou A. Edwards
/s/ Earl H. Scudder, Jr. Director January 11, 2001
--------------------------
Earl H. Scudder, Jr.
2
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page or Method of Filing
------- ----------- ------------------------
4.3 Swift Transportation Co., Inc. 1999 Filed herewith
Stock Option Plan, as amended
5 Opinion of Snell & Wilmer L.L.P. Filed herewith
23.1 Consent of KPMG LLP Filed herewith
23.2 Consent of Snell & Wilmer L.L.P. Included as part of Exhibit 5
3
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