<PAGE> 1
As filed with the Securities and Exchange Commission
on May 16, 1996
Registration No. 33-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
LANDAIR SERVICES, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1120025
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
430 AIRPORT ROAD
GREENEVILLE, TENNESSEE 37745
(Address of Principal Executive Offices) (Zip Code)
LANDAIR SERVICES, INC.
AMENDED AND RESTATED STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
RICHARD H. ROBERTS
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LANDAIR SERVICES, INC.
430 AIRPORT ROAD
GREENEVILLE, TENNESSEE 37745
(Name and address of agent for service)
(423) 639-7196
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (*) OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 400,000 $14.375 $5,750,000 $1,982.75
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of determining the amount of the
registration fee. Such estimate has been calculated in accordance with Rule
457(c) and (h) under the Securities Act of 1933, as amended, and is based on
the average of the high and low price per share of the Registrant's Common
Stock as reported on the Nasdaq National Market on May 13, 1996.
<PAGE> 2
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
$.01 par value, of Landair Services, Inc., a Tennessee corporation (the
"Registrant"), for the Landair Services, Inc. Amended and Restated Stock Option
and Incentive Plan. The Registrant's previously filed Registration Statement on
Form S-8 (No. 33-77944) as filed with the Commission on April 21, 1994 is hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
Richard H. Roberts is Senior Vice President, General Counsel, Secretary
and a director of the Registrant.
Item 8. Exhibits.
See Exhibit Index (page II-4)
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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 Greeneville, State of Tennessee, on May 16,
1996.
LANDAIR SERVICES, INC.
By: /s/ Scott M. Niswonger
----------------------------------------
Scott M. Niswonger, Chairman,
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Scott M. Niswonger, 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 to this Registration Statement, and to file the same,
with the Securities and Exchange Commission, granting unto said 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 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 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 has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME CAPACITY DATE
---- -------- ----
<S> <C> <C>
/s/ Scott M. Niswonger Chairman, President and May 16, 1996
- --------------------------------------- Chief Executive Officer
Scott M. Niswonger (Principal Executive Officer)
/s/ Edward W. Cook Chief Financial Officer, Senior May 16, 1996
- --------------------------------------- Vice President, Treasurer
Edward W. Cook and Director (Principal Financial
and Accounting Officer)
/s/ Bruce A. Campbell Executive Vice President, May 16, 1996
- --------------------------------------- Chief Operating Officer
Bruce A. Campbell and Director
</TABLE>
II-2
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<TABLE>
<S> <C> <C>
/s/ Richard H. Roberts Senior Vice President, General May 16, 1996
- --------------------------------------- Counsel, Secretary and Director
Richard H. Roberts
Director May , 1996
- ---------------------------------------
James A. Cronin, III
/s/ Robert K. Gray Director May 16, 1996
- ---------------------------------------
Hon. Robert K. Gray
/s/ Jack Kemp Director May 16, 1996
- ---------------------------------------
Hon. Jack Kemp
/s/ Jorge L. Mas Canosa Director May 16, 1996
- ---------------------------------------
Hon. Jorge L. Mas Canosa
</TABLE>
II-3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
(a)4 Amended and Restated Stock Option and Incentive Plan
5 Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Counsel (included in Exhibit 5 above)
24 Power of Attorney (included at page II-2 hereof)
</TABLE>
(a)Filed as an exhibit to the registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995, filed with the Commission on August 14,
1995.
II-4
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Exhibit 5
[LANDAIR SERVICES, INC. LETTERHEAD]
May 16, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I serve as General Counsel to Landair Services, Inc., a Tennessee corporation
(the "Registrant"), and am acting in such capacity in connection with the
registration under the Securities Act of 1933, as amended, of 400,000 shares of
the Registrant's $.01 par value Common Stock (the "Shares"). The Shares are
being registered with the Securities and Exchange Commission under a
Registration Statement on Form S-8 (the "Registration Statement") for issuance
pursuant to the Landair Services, Inc. Amended and Restated Stock Option and
Incentive Plan (the "Plan"), which is an exhibit to the Registration Statement.
I am familiar with the Registration Statement and the Prospectus that forms a
part of the Registration Statement.
Based on my review of the relevant documents and materials, it is my opinion
that when the Registration Statement shall have been declared effective by order
of the Securities and Exchange Commission and the Shares shall have been issued
and sold upon the terms and conditions set forth in the Registration Statement
and the Plan, the Shares will then be legally issued, fully paid and
non-assessable.
I hereby consent to the inclusion of my opinion as Exhibit 5 to the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit that I am within 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 thereunder.
Very truly yours,
/s/ Richard H. Roberts
Richard H. Roberts
General Counsel
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amended and Restated Stock Option and Incentive
Plan of Landair Services, Inc., of our report dated February 9, 1996, with
respect to the consolidated financial statements and schedule of Landair
Services, 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
Nashville, Tennessee
May 3, 1996
