As filed with the Securities and Exchange Commission on December
12, 1997
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CELADON GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
13-3276138
(I.R.S. Employer Identification Number)
9503 East 33rd Street,
One Celadon Drive
Indianapolis, Indiana 46236-4207
(317) 972-7000
(Address of Principal Executive Offices)
Celadon Group, Inc. Non-Employee Director Stock Option Plan
(Full Title of the Plan)
Don S. Snyder
Celadon Group, Inc.
9503 East 33rd Street
One Celadon Drive
Indianapolis, Indiana 46236-4207
(Name and Address of Agent For Service)
(317) 972-7033
(Telephone Number, Including Area Code, of Agent For Service)
_________________________________
Copies of all communications to:
Arnold S. Jacobs, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
_________________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount maximum maximum Amount
securities to be offering aggregate of
to be registered price per offering Registration
registered (1) share (2) price(2) Fee(2)
Common 100,000 $15.625 $1,562,500 $460.94
Stock par shares
value $.033
per share
(1) The maximum number of shares as to which awards may be granted
under the Celadon Group, Inc. Non-Employee Director Stock Option
Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) on the basis of the
average of the high and low prices of the Common Stock as reported
on the NASDAQ National Market on December 10, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange
Commission by Celadon Group, Inc., a Delaware corporation (the
"Corporation" or the "Registrant"), are incorporated herein by
reference:
(1) The Corporation's Annual Report filed on Form 10-K for the
fiscal year ended June 30, 1997 and the Corporation's Quarterly
Report filed on Form 10-Q for the quarter ended September 30, 1997.
(2) All documents subsequently filed by the Corporation pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicated that all remaining securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in
the registration statement and to be part thereof from the date of
filing such documents. Any statement in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
(3) The description of the Corporation's Common Stock, par value
$.033 per share, contained in the Company's Registration Statement
filed on Form 8-A pursuant to Section 12 of the Securities Exchange
Act of 1934.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section IV.C. of the Plan provides that, to the maximum extent
permitted by applicable law, no officer or former officer of the
Corporation or member or former member of the Corporation's board
of directors (the "Board") or of the committee (the "Committee") of
the Board that administers the Plan will be liable for any action
or determination made in good faith with respect to the Plan or any
option granted under it. Section IV.C. further provides that, to
the maximum extent permitted by applicable law and the certificate
of incorporation and bylaws of the Corporation and to the extent
not covered by insurance, each officer or former officer and member
or former member of the Committee or of the Board will be
indemnified and held harmless by the Corporation against any cost
or expense (including reasonable fees of counsel reasonably
acceptable to the Corporation) or liability (including any sum paid
in settlement of a claim with the approval of the Corporation), and
advanced amounts necessary to pay the foregoing at the earliest
time and to the fullest extent permitted, arising out of any act or
omission to act in connection with the Plan, except to the extent
arising out of such officer's or former officer's or member's or
former member's own fraud or bad faith. Such indemnification will
be in addition to any rights of indemnification the officers,
directors or members or former officers, directors or members may
have under applicable law or under the certificate of incorporation
or bylaws of the Corporation.
Pursuant to Section 145 of the Delaware General Corporation Law,
the Corporation's certificate of incorporation provides that the
Corporation will, to the full extent permitted by law, indemnify
all directors, officers, incorporators, employees or agents of the
Corporation against liability for certain of their acts. The
Corporation's certificate of incorporation provides that, with a
number of exceptions, no director of the Corporation will be liable
to the Corporation for damages for breach of his fiduciary duty as
a director.
Article TENTH of the Corporation's certificate of incorporation
provides that the Corporation will, to the full extent permitted by
law or to the full extent that a court of competent jurisdiction
shall deem proper or permissible under the circumstances, whichever
is greater, indemnify all directors, officers, incorporators,
employees, or agents of the Corporation. Article ELEVENTH of the
Corporation's certificate of incorporation provides that no
director of the Corporation shall be liable to the Corporation for
breach of fiduciary duty as a director except (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of the law, (iii) for
the unlawful payment of dividends on or redemption of the
Corporation's capital stock or (iv) for any transaction from which
the director derives an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Corporation (incorporated
by reference to Exhibit 3.1 to the Corporation's Registration
Statement on Form S-1 (Registration No. 33-72128))
4.2 Bylaws of the Corporation (incorporated by reference to
Exhibit 3.2 to the Corporation's Registration Statement on Form S-1
(Registration No. 33-72128))
4.3 Non-Employee Director Stock Option Plan of the Registrant,
incorporated by reference to Exhibit A to the Proxy Statement of
the Registrant, dated October 17, 1997
5 Opinion of Proskauer Rose LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5)
24 Powers of Attorney (included on the Signature Page)
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:
(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 and 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 20 percent
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, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 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
the 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 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 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant 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 Registrant 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
Indianapolis, Indiana, on December 12, 1997.
CELADON GROUP, INC.
By: /s/ Stephen Russell
Name: Stephen Russell
Title: President and Chief
Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Stephen Russell and Don S.
Snyder, or either of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, to act,
without the other, for him and in his name, place, and stead, in
any and all capacities, to sign a Registration Statement on Form
S-8 of Celadon Group, Inc., and any or all amendments (including
post-effective amendments) thereto, relating to the registration,
under the Securities Act of 1933, as amended, of shares of Common
Stock of the Corporation to be issued pursuant to the Corporation's
Non-Employee Director Stock Option Plan and to file the same, with
all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be
done in and about the premises, as full to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
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 and on the dates indicated.
<PAGE>
Signature Title Date
Signature Title Date
/s/ Stephen Russell Chairman of the December 12, 1997
Stephen Russell Board
President and Chief
Executive Officer
/s/ Don S. Snyder Executive Vice December 12, 1997
Don S. Snyder President/Chief
Financial Officer
(Principal Financial
Officer)
/s/ Paul A. Will Vice President, December 12, 1997
Paul A. Will Secretary and
Controller
(Principal Accounting
Officer)
/s/ Paul A. Biddelman Director December 12, 1997
Paul A. Biddelman
/s/ Michael Miller Director December 12, 1997
Michael Miller
/s/ Joel E. Smilow Director December 12, 1997
Joel E. Smilow
/s/ Kilin To Director December 12, 1997
Kilin To
<PAGE>
Exhibit 5
December 11, 1997
Board of Directors of Celadon Group, Inc.
One Celadon Drive
Indianapolis, Indiana 46236-4207
Dear Sirs:
We are acting as counsel to Celadon Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration
Statement on Form S-8 with exhibits thereto (the "Registration
Statement") filed by the Company under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, relating to
the registration of 100,000 shares (the "Shares") of Common Stock,
par value $.033 per share, of the Company. The Shares may be
issued by the Company pursuant to the Company's Non-Employee
Director Stock Option Plan (the "Plan").
As such counsel, we have participated in the preparation of the
Registration Statement, and have reviewed the corporate proceedings
in connection with the adoption of the Plan and have also examined
and relied upon originals or copies, certified or otherwise
authenticated to our satisfaction, of all such corporate records,
documents, agreements, and instruments relating to the Company, and
have made such investigations of law, and have discussed with
representatives of the Company and such other persons such
questions of fact, as we have deemed proper and necessary as a
basis for rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion
that the Shares are duly authorized and, upon issuance in
accordance with the terms of the Plan, will be, assuming no change
in the applicable law or pertinent facts, validly issued, fully
paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not
admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
/s/ PROSKAUER ROSE LLP
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Celadon Group, Inc. Non-
Employee Director Stock Option Plan of our report dated August 26,
1997, with respect to the consolidated financial statements and
schedule of Celadon Group, Inc. included in the Annual Report on
Form 10-K for the year ended June 30, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Indianapolis, Indiana
December 12, 1997
