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. 1994 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
_________________________________
<PAGE>
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 150,000 $15.625 $2,343,750 $691.41
Stock par shares
value $.033
per share
(1) The maximum number of additional shares as to which options
may be granted under the Celadon Group, Inc. 1994 Stock Option Plan
(the "Plan") as a result of an amendment to the Plan, effective as
of August 19, 1997, which, among other things, increased the number
of shares subject to awards under the Plan from 500,000 to 650,000.
(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>
The contents of the Celadon Group, Inc. Registration Statement
filed on Form S-8 (No. 33-86944) are incorporated by reference.
PART II
Item 8. Exhibits.
4.3 1994 Stock Option Plan, as amended effective August 19, 1997
incorporated by reference to Exhibit B 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 Signature Page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Celadon Group, Inc. 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
1994 Stock Option Plan, as amended effective August 19, 1997, 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
/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 150,000 shares (the "Shares") of Common Stock,
par value $.033 per share, of the Company. The Shares may be
issued by the Company pursuant to an amendment to the Company's
1994 Stock Option Plan, effective August 19, 1997 (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 1994 Stock Option Plan,
as amended effective August 19, 1997, of Celadon Group, Inc. 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
