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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
USA TRUCK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0556971
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
3108 INDUSTRIAL PARK ROAD 72956
VAN BUREN, ARKANSAS (Zip Code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of
a concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered hereunder are shares of the
Registrant's Common Stock, par value $.01 per share ("Common Stock"). The
Registrant's authorized capital stock consists of 16,000,000 shares of Common
Stock and 1,000,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock").
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share
held of record by them on all matters to be voted upon by stockholders.
Subject to any prior rights of holders of Preferred Stock, the holders of
Common Stock are entitled to dividends and other distributions as and when
declared by the Board of Directors out of funds legally available therefor.
Upon the liquidation, dissolution or winding up of the Registrant, the holder
of each share of Common Stock would be entitled to share pro rata in the
distribution of the Registrant's assets available therefor, after payment of
all debts and other liabilities. The holders of Common Stock are not entitled
to preemptive rights to purchase Common Stock of the Registrant. Shares of
Common Stock of the Registrant are not subject to any redemption provisions and
are not convertible into any other security or property of the Registrant.
Holders of Common Stock do not have cumulative voting rights, which means the
holder or holders of more than half of the shares voting for the election of
directors can elect all of the directors then being elected. The current
officers and directors of the Registrant as a group have sufficient voting
power to elect all directors. No share of Common Stock is subject to any
further call or assessment. The outstanding shares of Common Stock are fully
paid and nonassessable.
The Common Stock is currently listed on the Nasdaq National Market
System.
The transfer agent and registrar for the Common Stock is Reliance
Trust Company of Atlanta, Georgia.
OTHER SECURITIES
The Board of Directors has the authority, without further stockholder
approval, to issue shares of Preferred Stock in one or more series and to
determine the dividend rights, dividend rates, any conversion rights or rights
of exchange, voting rights, rights and terms of redemption (including sinking
fund provisions), liquidation preferences and any other rights, preferences,
privileges and restrictions of any series of Preferred Stock, and the number of
shares constituting such series and the designation thereof.
The issuance of Preferred Stock could adversely affect the voting
power of holders of shares of Common Stock and have the effect of delaying,
deferring or preventing a change in control of the Registrant, make removal of
the present management of the Registrant more difficult or result in
restrictions upon the payment of dividends and other distributions to the
holders of Common Stock.
BUSINESS COMBINATIONS; CERTAIN CHARTER AND BYLAW PROVISIONS
Section 203 of the Delaware General Corporation Law (the "Delaware
Law") prohibits a publicly-held Delaware corporation from engaging in a
"business combination" with an "interested stockholder" for three years after
the date of the transaction in which the person became an interested
stockholder, unless upon consummation of such transaction the interested
stockholder owned 85% of the voting stock of the corporation outstanding when
the transaction commenced or unless the business combination is, or the
transaction in which such person became an interested stockholder was, approved
in a prescribed manner. A "business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to the stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns (or, in the case of affiliates and associates of the issuer,
did own within the last three years) 15% or more of the corporation's voting
stock. Section 203 could provide a barrier to hostile or unwanted takeover
attempts.
The Registrant's Restated and Amended Certificate of Incorporation
(the "Charter") and Bylaws contain provisions dividing the Board of Directors
into three classes; prohibiting stockholder action by written consent of less
than two-thirds of the stockholders; limiting the right to call stockholder
meetings to the Chairman of the Board, the
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President or the Board of Directors; requiring advance notice for submission of
stockholder proposals or nominees to be voted on at stockholder meetings;
prohibiting the stockholders from removing directors from office except for
cause and reserving to the directors the exclusive right to change the number
of directors or to fill vacancies on the Board; requiring the concurrence of
three-fourths of the current directors to increase the number of directors on
the Board; and requiring a vote of stockholders owning two-thirds of the
outstanding shares to amend certain provisions of the Charter and Bylaws or to
approve a merger, consolidation or dissolution of the Registrant or the
disposition of substantially all the assets of the Registrant. The Charter
also grants authority to the Board of Directors to amend the Bylaws.
The purpose and intended effect of the above-described provisions in
the Registrant's Charter and Bylaws are to enhance the continuity and stability
of the Registrant's management by making it more difficult for stockholders to
remove or change the incumbent members of the Board of Directors. If the share
holdings of the current officers and directors of the Registrant were decreased
in the future, such provisions could also render the Registrant more difficult
to be acquired pursuant to an unfriendly acquisition by an outsider by making
it more difficult for such person to obtain control of the Registrant without
the approval of the Board of Directors.
ITEM 2. EXHIBITS
The following documents are filed as exhibits hereto:
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EXHIBIT
NUMBER EXHIBIT
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1 Specimen certificate evidencing shares of the Common Stock, par value $.01 per share, of the
Registrant (incorporated by reference to Exhibit 1 to the Company's Registration Statement on
Form 8-A, Commission File No. 0-19858, filed with the Securities and Exchange Commission on
February 13, 1992).
2 Restated and Amended Certificate of Incorporation of the Registrant (incorporated by reference
to Exhibit 2 to the Company's Registration Statement on Form 8-A, Commission File No. 0-19858,
filed with the Securities and Exchange Commission on February 13, 1992).
3 Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibit 3 to the
Company's Registration Statement on Form 8-A, Commission File No. 0-19858, filed with the
Securities and Exchange Commission on February 13, 1992).
4 Certificate of Amendment to Certificate of Incorporation of the Registrant filed March 17, 1992
(incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registrant's Registration
Statement on Form S-1, Registration No. 33-45682, filed with the Securities and Exchange
Commission on March 19, 1992).
5 Certificate of Amendment to Certificate of Incorporation of the Registrant filed April 29,
1993.
6 Certificate of Amendment to Certificate of Incorporation of the Registrant filed May 13, 1994.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: June 2, 1997 USA TRUCK, INC.
By: /s/ Robert M. Powell
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Robert M. Powell, President
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
<S> <C>
1 Specimen certificate evidencing shares of the Common Stock, par value $.01 per share, of the Registrant
(incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A, Commission File
No. 0-19858, filed with the Securities and Exchange Commission on February 13, 1992).
2 Restated and Amended Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 2 to the
Company's Registration Statement on Form 8-A, Commission File No. 0-19858, filed with the Securities and Exchange
Commission on February 13, 1992).
3 Bylaws of the Registrant as currently in effect (incorporated by reference to Exhibit 3 to the Company's
Registration Statement on Form 8-A, Commission File No. 0-19858, filed with the Securities and Exchange Commission
on February 13, 1992).
4 Certificate of Amendment to Certificate of Incorporation of the Registrant filed March 17, 1992 (incorporated by
reference to Exhibit 3.3 to Amendment No. 1 to the Registrant's Registration Statement on Form S-1, Registration
No. 33-45682, filed with the Securities and Exchange Commission on March 19, 1992).
5 Certificate of Amendment to Certificate of Incorporation of the Registrant filed April 29, 1993.
6 Certificate of Amendment to Certificate of Incorporation of the Registrant filed May 13, 1994.
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EXHIBIT 5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
USA TRUCK, INC.
USA Truck, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law"), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, at a meeting
duly called and held on January 28, 1993, adopted a resolution proposing and
declaring advisable the amendment to the Restated and Amended Certificate of
Incorporation (as previously amended, the "Certificate of Incorporation") of
the Corporation set forth below, and calling for the submission of said
amendment to the stockholders of the Corporation for their consideration.
SECOND: That at the annual meeting of stockholders duly called and
held on April 28, 1993, the stockholders of the Corporation consented to and
adopted this amendment.
THIRD: That this amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law.
FOURTH: That the first paragraph of Article "FOURTH" of the
Certificate of Incorporation of the Corporation is hereby amended to read in
its entirety as follows:
FOURTH: The total number of shares of all classes of stock
that the Corporation shall have authority to issue is Thirteen Million
(13,000,000), consisting of Twelve Million (12,000,000) shares of
Common Stock, having a par value of $.01 per share, and One Million
(1,000,000) shares of Preferred Stock, having a par value of $.01 per
share.
THE UNDERSIGNED, being the President of the Corporation, does make
this certificate, hereby declaring and certifying, under penalties of perjury,
that this is the act and deed of the Corporation, duly adopted by its
stockholders pursuant to Section 242 of the General Corporation Law, and the
facts stated herein are true, and accordingly have hereunto set my hand this
28th day of April, 1993.
/s/ Robert M. Powell
----------------------------
Robert M. Powell, President
ATTEST:
/s/ Jerry D. Orler
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Jerry D. Orler, Secretary
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EXHIBIT 6
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
USA TRUCK, INC.
USA Truck, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"General Corporation Law"), hereby certifies as follows:
FIRST: That the Board of Directors of the Corporation, at a meeting
duly called and held on January 26, 1994, adopted a resolution proposing and
declaring advisable the amendment to the Restated and Amended Certificate of
Incorporation (as previously amended, the "Certificate of Incorporation") of
the Corporation set forth below, and calling for the submission of said
amendment to the stockholders of the Corporation for their consideration.
SECOND: That at the annual meeting of stockholders duly called and
held on May 11, 1994, the stockholders of the Corporation consented to and
adopted this amendment.
THIRD: That this amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law.
FOURTH: That the first paragraph of Article "FOURTH" of the
Certificate of Incorporation of the Corporation is hereby amended to read in
its entirety as follows:
FOURTH: The total number of shares of all classes of stock
that the Corporation shall have authority to issue is Seventeen
Million (17,000,000), consisting of Sixteen Million (16,000,000)
shares of Common Stock, having a par value of $.01 per share, and One
Million (1,000,000) shares of Preferred Stock, having a par value of
$.01 per share.
THE UNDERSIGNED, being the President of the Corporation, does make
this certificate, hereby declaring and certifying, under penalties of perjury,
that this is the act and deed of the Corporation, duly adopted by its
stockholders pursuant to Section 242 of the General Corporation Law, and the
facts stated herein are true, and accordingly have hereunto set my hand this
11th day of May, 1994.
/s/ Robert M. Powell
-----------------------------
Robert M. Powell, President
ATTEST:
/s/ Jerry D. Orler
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Jerry D. Orler, Secretary
