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As filed with the Securities and Exchange Commission on August 19, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ARKANSAS BEST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 71-0673405
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3801 OLD GREENWOOD ROAD
FORT SMITH, ARKANSAS 72903
(501) 785-6000
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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ARKANSAS BEST CORPORATION
STOCK OPTION PLAN
(Full title of the Plan)
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RICHARD F. COOPER
SECRETARY
3801 OLD GREENWOOD ROAD
FORT SMITH, ARKANSAS 72903
(501) 785-6000
(Name, address, and telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF Amount Proposed Maximum Proposed Maximum Amount of
SECURITIES to be Offering Price Aggregate Registration
TO BE REGISTERED Registered1 per Share2 Offering Price2 Fee2
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 900,000 $7.97 $7,173,000 $2,416.03
Common Stock Rights3 900,000 N/A N/A N/A
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</TABLE>
1 Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
registration statement also covers an indeterminate additional amount of
shares of Common Stock to be offered or sold pursuant to the antidilution
provisions of the Stock Option Plan.
2 Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low price paid per share of Common
Stock, as reported on the Nasdaq National Market on August 13, 1998, in
accordance with Rule 457(h) promulgated under the Securities Act of 1933,
as amended.
3 Issuable pursuant to a Shareholders Rights Plan.
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Arkansas Best Corporation has amended its 1992 Stock Option Plan to add
900,000 shares of its common stock, par value $.01 per share, to the Plan.
Accordingly, Arkansas Best Corporation is registering the additional 900,000
shares of its common stock, par value $.01 per share, under this Registration
Statement on Form S-8. The contents of the Company's Registration Statement on
Form S-8, filed on July 17, 1997 - File No. 333-31475 - are incorporated by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Smith, State of Arkansas, on
August 19, 1998.
ARKANSAS BEST CORPORATION
By: /s/ DAVID E. LOEFFLER
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David E. Loeffler, Vice President -
Chief Financial Officer, Treasurer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
David E. Loeffler and Richard F. Cooper, his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution, for him and in his
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 other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
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 or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ WILLIAM A. MARQUARD Chairman of the Board, Director August 19, 1998
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William A. Marquard
/s/ ROBERT A. YOUNG III Director, Chief Executive Officer August 19, 1998
- ------------------------------------- and President (Principal
Robert A. Young III Executive Officer)
/s/ DAVID E. LOEFFLER Vice President - Chief Financial August 19, 1998
- ------------------------------------- Officer and Treasurer (Principal
David E. Loeffler Financial and Accounting Officer)
/s/ FRANK EDELSTEIN Director August 19, 1998
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Frank Edelstein
/s/ ARTHUR J. FRITZ, JR. Director August 19, 1998
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Arthur J. Fritz, Jr.
/s/ JOHN H. MORRIS Director August 19, 1998
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John H. Morris
/s/ ALAN J. ZAKON, PH.D. Director August 19, 1998
- -------------------------------------
Alan J. Zakon, Ph.D.
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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<S> <C>
5.1* Opinion of Hughes & Luce, L.L.P.
23.1* Consent of Hughes & Luce, L.L.P. (contained in Exhibit 5.1).
23.2* Consent of Ernst & Young LLP
24 Power of Attorney is found on page 4 hereof.
</TABLE>
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* Filed herewith.
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EXHIBITS 5.1 AND 23.1
August 19, 1998
Arkansas Best Corporation
3801 Old Greenwood Road
Fort Smith, Arkansas 72903
Re: Registration Statement on Form S-8 for the Arkansas Best Corporation
Stock Option Plan, as amended on May 7, 1998
Ladies and Gentlemen:
We have acted as special counsel to Arkansas Best Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an additional
900,000 shares (and, in addition, an indeterminate number of additional shares
if certain adjustment provisions of the Company's 1992 Stock Option Plan become
operative) (the "Shares") of the Company's common stock, $.01 par value per
share, issuable under the Arkansas Best Corporation Stock Option Plan,
originally adopted in March 1992 and amended on May 7, 1998 to add 900,000
shares of Common Stock to the plan (the "Option Plan") (the shares issued under
the plan are referred to as the "Shares"). The Shares are being registered
pursuant to a Registration Statement on Form S-8 to be filed with the Securities
and Exchange Commission on or about August 19, 1998 (the "Registration
Statement").
In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company) as we
considered necessary or appropriate for enabling us to express the opinions set
forth herein. In all such examinations, we have assumed the authenticity and
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,
conformed, notarized or certified copies.
Based on the foregoing, we are of the opinion that the Shares will be, if
and when issued and paid for pursuant to the Option Plan, validly issued, fully
paid and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P.
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm in this Registration Statement
pertaining to the Arkansas Best Corporation Stock Option Plan and to the
incorporation by reference therein of our report dated January 28, 1998, with
respect to the consolidated financial statements of Arkansas Best Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Little Rock, Arkansas
August 17, 1998
