<PAGE> 1
Registration No. 333-
As filed with the Securities and Exchange Commission on January 30, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
USA TRUCK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction 71-0556971
of incorporation or organization) (I.R.S. Employer Identification No.)
3108 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956
(Address of Principal Executive Offices) (Zip Code)
1997 NONQUALIFIED STOCK OPTION PLAN FOR NONEMPLOYEE
DIRECTORS OF USA TRUCK, INC.
(Full title of the Plan)
ROBERT M. POWELL COPY TO:
PRESIDENT KENN W. WEBB
USA TRUCK, INC. THOMPSON & KNIGHT,
3108 INDUSTRIAL PARK ROAD A PROFESSIONAL CORPORATION
VAN BUREN, ARKANSAS 72956 1700 PACIFIC AVENUE
(Name and address of agent for service) SUITE 3300
DALLAS, TEXAS 75201
(214) 969-1378
(501) 471-2500
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 25,000 shares $8.25 $206,250.00 $100.00
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to these
shares are also being registered hereunder.
(2) Computed in accordance with Rule 457(h) of the Securities Act of 1933 on the
basis of the actual exercise price ($8.25) of outstanding unvested options
covering 4,000 shares and, for the additional 21,000 shares that may be issued
under the Plan, on the basis of the average of the high and low sales prices
($8.25) of the Common Stock reported in the consolidated reporting system for
National Market securities on January 29, 1997.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; and
(3) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A of the Registrant filed with the
Securities and Exchange Commission on February 13, 1992 and declared
effective on March 19, 1992, including any amendment or report filed
for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered pursuant to this Registration Statement have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Under Section 145 of the
General Corporation Law of the State of Delaware (the "Delaware Law"), the
Registrant has the power to indemnify its directors and officers, subject to
certain limitations.
<PAGE> 3
Reference is made to Article VI of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant to the
fullest extent authorized by Section 145 of the Delaware Law. In addition,
Article VI of the Bylaws of the Registrant permits the Registrant to maintain
insurance to protect itself and any of its directors, officers, employees or
agents against any expense, liability or loss incurred as a result of any
action, suit or proceeding whether or not the Registrant would have the power to
indemnify such person under the Delaware Law.
Pursuant to the Delaware Law, the Certificate of Incorporation of the
Registrant eliminates the personal liability of the directors of the Registrant
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty under certain circumstances.
The foregoing summaries are necessarily subject to the complete text of
the statute, bylaw and charter provision referred to above and are qualified in
their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Restated and Amended Certificate of Incorporation of the
Registrant.
4.2 Certificate of Amendment to Certificate of Incorporation of
the Registrant.
4.3 Bylaws of the Registrant.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation.
23.2 Consent of Ernst & Young LLP, independent auditors.
99.1 1997 Nonqualified Stock Option Plan for Nonemployee Directors
of the Registrant.
Item 9. Undertakings.
(a) The 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 this 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 this
Registration Statement; and
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this 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 that 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 Registrant hereby further 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 Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.
(h) 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.
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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 Van Buren, State of Arkansas, on the 29th day of
January, 1997.
USA TRUCK, INC.
(Registrant)
By: /s/ROBERT M. POWELL
___________________________
Robert M. Powell, President
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of USA Truck, Inc. hereby constitutes and appoints Robert M. Powell and
Jerry D. Orler, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement, 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, 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 might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/JAMES B. SPEED Chairman of the Board and January 29, 1997
- ---------------------------------- Director
James B. Speed
/s/ROBERT M. POWELL President and Director January 29, 1997
- ---------------------------------- (principal executive officer)
Robert M. Powell
/s/JERRY D. ORLER Vice President, Finance and January 29, 1997
- ---------------------------------- Director (principal financial
Jerry D. Orler and accounting officer)
/s/GEORGE R. JACOBS Director January 29, 1997
- ----------------------------------
George R. Jacobs
/s/JIM L. HANNA Director January 29, 1997
- ----------------------------------
Jim L. Hanna
/s/ROLAND S. BOREHAM, JR. Director January 29, 1997
- ----------------------------------
Roland S. Boreham, Jr.
</TABLE>
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<PAGE> 6
INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 Restated and Amended Certificate of Incorporation of the
Registrant (filed as Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (No. 33-45682) filed with
the Commission on February 13, 1992, and incorporated herein
by reference).
4.2 Certificate of Amendment to Certificate of Incorporation of
the Registrant (filed as Exhibit 3.3 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (No. 33-45682)
filed with the Commission on March 19, 1992, and incorporated
herein by reference).
4.3 Bylaws of the Registrant (filed as Exhibit 3.2 to Amendment
No. 1 to the Registrant's Registration Statement on Form S-1
(No. 33-45682) filed with the Commission on March 19, 1992,
and incorporated herein by reference).
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation
(Included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.
99.1 1997 Nonqualified Stock Option Plan for Nonemployee Directors
of the Registrant.
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<PAGE> 1
[THOMPSON & KNIGHT LETTERHEAD]
Exhibit 5.1
(214) 969-1378
January 29, 1997
USA Truck, Inc.
3108 Industrial Park Road
Van Buren, Arkansas 72956
Dear Sirs:
We are counsel for USA Truck, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of up to 25,000
shares (the "Shares") of Common Stock, par value $.01 per share, of the Company
for issuance pursuant to the Company's 1997 Nonqualified Stock Option Plan for
Nonemployee Directors (the "Plan").
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, certificates of public officials and of
officers of the Company, and other agreements, instruments and documents as we
have deemed necessary to require as a basis for the opinion hereinafter
expressed. We are familiar with the corporate proceedings of the Company
relating to the adoption of the Plan and the proposed issuance of the Shares
pursuant to the Plan. We have also participated in the preparation of the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed with the Securities and Exchange Commission relating to the
registration of the Shares under the Securities Act.
On the basis of the foregoing, we advise you that in our opinion the
Shares, when issued upon the due exercise of options duly granted under the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to us in the Registration
Statement. The foregoing, however, shall not constitute "consent" to the use of
our name as experts as provided for in Sections 7 and 11 of the Securities Act
or the rules or regulations of the Securities and Exchange Commission
thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/KENN W. WEBB
________________________________
Kenn W. Webb, Attorney
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1997 Nonqualified Stock Option Plan for
Nonemployee Directors of USA Truck, Inc. of our report dated January 23, 1996,
with respect to the consolidated financial statements and schedule of USA Truck,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
January 24, 1997
Little Rock, Arkansas
<PAGE> 1
Exhibit 99.1
1997 NONQUALIFIED STOCK OPTION PLAN
FOR NONEMPLOYEE DIRECTORS
OF
USA TRUCK, INC.
Section 1. Purpose. It is the purpose of the Plan to promote the
interests of USA Truck, Inc., a Delaware corporation (the "Company"), and its
stockholders by attracting and retaining qualified Nonemployee Directors by
giving them the opportunity to acquire a proprietary interest in the Company and
an increased personal interest in its continued success and progress. The
Options granted under the Plan shall not be qualified as "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
Section 2. Definitions. As used herein the following terms have the
following meanings:
(a) "Affiliate" means any parent or subsidiary corporation of
the Company within the meaning of Rule 12b-2 under the Securities
Exchange Act of 1934, as amended.
(b) "Board" means the Board of Directors of the Company.
(c) "Committee" means the Nonemployee Directors Stock Option
Committee described in Section 4 hereof.
(d) "Common Stock" means the Common Stock, par value $0.01 per
share, of the Company.
(e) "Fair Market Value" means, unless the Committee determines
otherwise in good faith, the closing sale price of the Common Stock on
the date in question (or, if there is no reported sale on such date,
then on the last preceding day on which a reported sale occurred) as
reported on the Nasdaq National Market or any national stock exchange
or other stock market on which the Common Stock is then traded, or if
the Common Stock is not listed or admitted to trading on the Nasdaq
National Market or any national stock exchange but is quoted as an
over-the-counter security on Nasdaq or any similar system then in use,
"Fair Market Value" shall mean the average of the closing high bid and
low asked quotations on such system for the Common Stock on the date in
question.
(f) "Nonemployee Director" means an individual who (i) is now,
or hereafter becomes, a member of the Board of Directors of the
Company, and (ii) is neither an employee nor an officer of the Company
or of an Affiliate of the Company. For purposes of this Plan,
"employee" shall mean an individual whose wages are subject to the
withholding of federal income tax under Section 3401 of the Code, and
"officer" shall mean an individual elected or appointed by the Board of
Directors or chosen in such other manner as may be prescribed in the
Bylaws of the Company or an Affiliate to serve as such.
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<PAGE> 2
(g) "Option" means any option to purchase shares of Common
Stock granted pursuant to the provisions of the Plan.
(h) "Optionee" means a Nonemployee Director who has been
granted an Option under the Plan.
(i) "Plan" means this 1997 Nonqualified Stock Option Plan for
Nonemployee Directors of USA Truck, Inc.
Section 3. Number of Shares. Options may be granted by the Company from
time to time under the Plan to purchase an aggregate of 25,000 shares of the
authorized Common Stock. If an Option expires or terminates for any reason
without having been exercised in full, the unpurchased shares subject to such
expired or terminated Option shall again be available for purposes of the Plan.
Section 4. Administration of the Plan. The Plan shall be administered
by a Nonemployee Directors Stock Option Committee which shall consist of two or
more members of the Board, a majority of which shall not be Nonemployee
Directors. Each member of the Committee shall be appointed by and shall serve at
the pleasure of the Board. The Board shall have the sole continuing authority to
appoint members of the Committee both in substitution for members previously
appointed and to fill vacancies however caused. The following provisions shall
apply to the administration of the Plan:
(a) The Committee shall designate one of its members as
Chairman and shall hold meetings at such times and places as it may
determine. Each member of the Committee shall be notified in writing of
the time and place of any meeting of the Committee at least two days
prior to such meeting, provided that such notice may be waived by a
Committee member. A majority of the members of the Committee shall
constitute a quorum and any action taken by a majority of the members
of the Committee present at any duly called meeting at which a quorum
is present (as well as any action unanimously approved in writing)
shall constitute action by the Committee.
(b) The Committee may appoint a Secretary (who need not be a
member of the Committee) who shall keep minutes of its meetings. The
Committee may make such rules and regulations for the conduct of its
business as it may determine.
(c) The Committee shall have full authority subject to the
express provisions of the Plan to interpret the Plan and any Option
granted hereunder, to provide, modify and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of each
Option and the form of each option agreement evidencing an Option
granted under the Plan and to make all other determinations and perform
such actions as the Committee deems necessary or advisable to
administer the Plan. In addition, the Committee shall have full
authority, subject to the express provisions of the Plan, to determine
the Nonemployee Directors to whom Options shall be granted, the time or
date of grant of each such Option, the number of shares subject
thereto, and the price at which such shares may be purchased, and the
nature and extent of restrictions, if any, on such shares. In making
such determinations, the Committee may take into account such facts as
the Committee in its discretion shall deem appropriate to carry out the
purposes of the Plan.
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<PAGE> 3
(d) No member of the Committee or the Board shall be liable
for any action taken or determination made in good faith with respect
to the Plan or any Option granted hereunder.
Section 5. Grant of Options. At any time and from time to time during
the term of the Plan and subject to the express provisions hereof, Options may
be granted by the Committee to any Nonemployee Director for such number of
shares of Common Stock as the Committee in its discretion shall deem to be in
the best interest of the Company and which will serve to further the purposes of
the Plan.
Section 6. Option Price and Payment. The purchase price per share of
Common Stock under each Option shall be determined by the Committee in its
discretion, but in no event shall such price be less than 100% of the Fair
Market Value per share of Common Stock on the date the Option is granted. Upon
exercise of an Option, the purchase price shall be paid in full in cash. The
proceeds of such sale shall constitute general funds of the Company. Upon
exercise of an Option, the Optionee will be required to pay to the Company the
amount of federal, state or local taxes, if any, required by law to be withheld
in connection with such exercise.
Section 7. Option Period and Terms of Exercise of Options. Each Option
granted under the Plan shall vest and become exercisable on such date or dates
(each, a "Vesting Date") as the Committee shall determine; provided, however,
that no Vesting Date shall be less than six months after or more than three
years after the date of grant of the Option. Except as otherwise provided
herein, each Option granted under the Plan shall be exercisable during such
period commencing on the Vesting Date(s) of such Option as the Committee shall
determine; provided, however, that the otherwise unexpired portion of any Option
shall expire and become null and void no later than upon the first to occur of
(i) the expiration of five years from the date such Option was granted; (ii) the
expiration of 30 days from the date of the termination of the Optionee's service
as a director of the Company for any reason other than death (including without
limitation a failure by the Board of Directors to nominate, or by the
stockholders to re-elect the Optionee as a director); or (iii) the expiration of
one year from the date of the termination of the Optionee's service as a
director of the Company by reason of death. Anything herein to the contrary
notwithstanding, the otherwise unexpired portion of any Option granted hereunder
shall expire and become null and void immediately upon an Optionee's termination
of service as a director of the Company by reason of such Optionee's fraud,
dishonesty or performance of other acts detrimental to the Company or an
Affiliate (as determined by the Committee in its sole discretion). Under the
provisions of any option agreement evidencing an Option, the Committee may limit
the number of shares purchasable thereunder in any period or periods of time
during which the Option is exercisable and may impose such other terms and
conditions upon the exercise of an Option as are not inconsistent with the terms
of the Plan; provided, however, that the Committee, in its discretion, may
accelerate the exercise date of any such Option consistent with the terms of the
Plan.
Section 8. Nontransferability of Options. An Option granted under the
Plan shall be transferable by the Optionee only by will or by the laws of
descent and distribution and shall be exercisable during the lifetime of the
Optionee only by the Optionee.
Section 9. Agreement to Continue in Service. Each Optionee shall agree
to remain in the service of the Company, at the pleasure of the Company's
stockholders, for a continuous period of at least three years after the date of
the grant to such Optionee of any Option, at the retainer rate and fee
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<PAGE> 4
schedule, if any, then in effect or at such changed rate or schedule as the
Company from time to time may establish.
Section 10. Requirement of Directorship. Except as provided in Section
7 hereof, an Option may not be exercised unless the Optionee is at the time of
exercise serving as a director of the Company, and, except as provided in
Section 7, such Option shall terminate upon termination of the Optionee's
service as a director of the Company.
Section 11. Adjustments Upon Changes in Common Stock. In the event the
Company shall effect a split of the Common Stock or dividend payable in Common
Stock, or in the event the outstanding Common Stock shall be combined into a
smaller number of shares, the maximum number of shares as to which Options may
be granted under the Plan shall be decreased or increased proportionately. In
the event that before delivery by the Company of all of the shares of Common
Stock for which any Option has been granted under the Plan, the Company shall
have effected such a split, dividend or combination, the shares still subject to
such Option shall be increased or decreased proportionately and the purchase
price per share shall be decreased or increased proportionately so that the
aggregate purchase price for all of the shares then subject to such Option shall
remain the same as immediately prior to such split, dividend or combination.
In the event of a reclassification of Common Stock not covered by the
foregoing, or in the event of a liquidation or reorganization (including a
merger, consolidation, spinoff or sale of assets) of the Company, including a
transaction in which the Company is not the survivor, the Board shall make such
adjustments, if any, as it may deem appropriate in the number, purchase price
and kind of shares covered by the unexercised portions of Options theretofore
granted under the Plan. The provisions of this Section shall only be applicable
if, and only to the extent that, the application thereof does not conflict with
any valid governmental statute, regulation or rule.
Section 12. Amendment and Termination of the Plan. Subject to the right
of the Board to terminate the Plan prior thereto, the Plan shall terminate at
the expiration of ten years from January 29, 1997, the date of adoption of the
Plan by the Board. No Options may be granted after termination of the Plan. The
Board may alter or amend the Plan in any respect, except that no termination or
amendment of the Plan shall adversely affect the rights of an Optionee under a
previously granted Option, except with the consent of such Optionee.
Section 13. Modification of Options. Subject to the terms and
conditions of and within the limitations of the Plan, the Committee may modify,
extend or renew outstanding Options granted under the Plan, or accept the
surrender of Options outstanding hereunder (to the extent not theretofore
exercised) and authorize the granting of new Options in substitution therefor.
Notwithstanding the foregoing, no modification of an Option shall, without the
consent of the Optionee, alter or impair any rights or obligations under any
Option theretofore granted to such Optionee.
Section 14. Requirements of Law. The granting of Options and the
issuance of Common Stock upon the exercise of an Option shall be subject to all
applicable laws, rules and regulations and to such approval by governmental
agencies as may be required.
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Section 15. Investment Letter. If the Company so elects, the Company's
obligation to deliver Common Stock with respect to an Option shall be
conditioned upon its receipt from the Optionee to whom such Common Stock is to
be delivered of an executed investment letter containing such representations
and agreements as the Committee may determine to be necessary or advisable in
order to enable the Company to issue and deliver such Common Stock to such
Optionee in compliance with the Securities Act of 1933 and other applicable
federal, state or local securities laws or regulations.
Section 16. Effective Date of the Plan. The Plan shall be effective as
of the date of its adoption by the Board.
IN WITNESS WHEREOF, this Plan has been executed at Van Buren, Arkansas
on, and is effective as of, this 29th day of January, 1997.
USA TRUCK, INC.
By/s/ROBERT M. POWELL
__________________________________
Robert M. Powell, President
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