As filed with the Securities and Exchange Commission on May 15, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under
The Securities Act of 1933
OTR EXPRESS, INC.
(Exact name of registrant as specified in its charter)
Kansas 48-0993128
(State or other jurisdiction (I.R.S.Employer
of incorporation) Identification No.)
OTR EXPRESS, INC.
AMENDED AND RESTATED
1996 STOCK OPTION PLAN
(Full title of plans)
Gary J. Klusman, President and Chief Executive Officer
OTR Express, Inc.
804 North Meadowbrook Drive
Olathe, Kansas 66062
(Name and address for agent of service)
(913) 829-1616
(Telephone number, including area
code, for agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered per share offering price fee
<S> <C> <C> <C> <C>
Common Stock, 80,000 $6.125<FN1> $490,000 $144.55
par value $.01
per share
INTRODUCTION
<FN>
<FN1> Calculated in accordance with the provisions of Rule 457(c) using the
average of the high and low sales price of the Corporation's Common Stock as
reported on The Nasdaq Stock Market, Inc. on May 12, 1998.
</FN>
</TABLE>
This Registration Statement on Form S-8 is filed by OTR Express,
Inc. (the "Corporation") relating to 80,000 shares of its Common Stock, par
value $.01 per share ("Common Stock") issuable pursuant to the OTR Express,
Inc. Amended and Restated 1996 Stock Option Plan. The contents of the
Corporation's Registration Statement on Form S-8 (File No. 333-13503) as filed
with the Securities and Exchange Commission (the "Commission") on October 3,
1996, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
4.1 Articles of Incorporation, as amended of the
Corporation (incorporated by reference from
Exhibit 3(a) to Form 10-K for the year ended
December 31, 1995 (SEC File No. 1-19773).
4.2 Restated Bylaws of the Corporation
(incorporated by reference from Exhibit 3(b)
to Form 10-K for the year ended December 31,
1995 (SEC File No. 1-19773)).
4.3 Form of Stock Certificate (incorporated by
reference to Exhibit 4(a) to Amendment No. 1
to Registration Statement on Form S-18 (SEC
File No. 33-44422FW).
5 Opinion of Counsel (relating to the legality
of the securities being registered).
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5).
24.1 Power of Attorney (included on signature page).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf of the undersigned, thereunto duly
authorized, in the City of Olathe, State of Kansas, on this 15th day of May,
1998.
OTR EXPRESS, INC.
By /s/ Gary J. Klusman
Gary J. Klusman
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the individuals whose
signatures appear below constitute and appoint Gary J. Klusman, Steven W.
Ruben and Gregory G. Johnson, or any of them, his or her true and lawful
attorney in fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agent,
and each of them, 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
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
<PAGE>
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 dates indicated.
Signature Title Date
/s/ Gary J. Klusman President and Chief May 15, 1998
Gary J. Klusman Executive Officer and Director
/s/ Steven W. Ruben Vice President-Finance, May 15, 1998
Steven W. Ruben Chief Financial Officer and
Principal Accounting Officer
Director May 15, 1998
James P. Anthony
Director May 15, 1998
Frank Becker
/s/ Terry G. Christenberry Director May 15, 1998
Terry G. Christenberry
/s/ Charles M. Foudree Director May 15, 1998
Charles M. Foudree
/s/ Dean W. Graves Director May 15, 1998
Dean W. Graves
/s/ Ralph E. MacNaughton Director May 15, 1998
Ralph E. MacNaughton
/s/ Janice K. Ward Director May 15, 1998
Janice K. Ward
/s/ William P. Ward Chairman of the Board and Director May 15, 1998
William P. Ward
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
5 Opinion of Counsel (as to the legality of the
securities being registered).
23.1 Consent of Independent Accountants.
<PAGE>
Bryan Cave LLP
One Kansas City Place
1200 Main Street, Suite 3500
Kansas City, Missouri 64105
May 15, 1998
OTR Express, Inc.
804 North Meadowbrook Drive
Olathe, Kansas 66062
Ladies and Gentlemen:
We have acted as counsel to OTR Express, Inc., a Kansas
corporation (the "Corporation"), in connection with the registration under the
Securities Act of 1933, as amended on Form S-8 (the "Registration Statement")
of 80,000 shares of the Corporation's common stock par value $.01 per share,
(the "Common Stock") issuable under the OTR Express, Inc. Amended and Restated
1996 Directors' Stock Option Plan (the "Plan"). Such shares of Common Stock
issuable pursuant to the Plan are herein referred to as "the Shares." As such
counsel, we have examined and relied upon originals or copies, certified or
otherwise, identified to our satisfaction of such corporate records,
agreements, documents, instruments and certificates of officers and
representatives of the Corporation and have made such investigations of law,
as we deem necessary or appropriate in order to enable us to render the
opinion expressed below.
Based upon the foregoing, and reliance thereon, we are of the
opinion that the Shares have been duly and validly authorized for issuance and
will be, when issued and delivered pursuant to the terms and conditions set
forth in the Plan, validly issued, fully paid and nonassessable.
The opinion stated herein, is as of the date hereof, and we assume
no obligation to update or supplement this legal opinion to reflect any facts
or circumstances that may hereafter come to our attention or any changes in
law that may hereafter occur. This legal opinion is limited to the matters
stated herein and no opinion is implied or may be inferred beyond the matters
expressly stated.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Bryan Cave LLP
BRYAN CAVE LLP
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 5, 1998 included in the Annual Report
on Form 10-K filed by OTR Express, Inc. (the "Company") for its fiscal year
ended December 31, 1997 and to all references to our Firm included therein,
into the Company's previously filed Registration Statements on Form S-8, Nos.
333-13503, 333-13507 and 333-13515.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Kansas City, Missouri
May 15, 1998
