<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BOYD BROS. TRANSPORTATION INC.
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(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- ---------------------------------
(1) Set forth the amount on which the filing fee is calculated and
state how it was determined.
<PAGE> 2
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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<PAGE> 3
BOYD BROS. TRANSPORTATION INC.
3275 Highway 30
Clayton, Alabama 36016
April 23, 1997
Dear Stockholder:
It is my pleasure to invite you to the 1997 Annual Meeting of Stockholders of
Boyd Bros. Transportation Inc. (the "Company"). The meeting will be held at
11:00 a.m., local time, on Tuesday, May 27, 1997, at the Company's corporate
headquarters, 3275 Highway 30, Clayton, Alabama 36016. Admission to the
meeting will begin at 10:00 a.m.
The attached Notice of Annual Meeting of Stockholders and Proxy Statement cover
the formal business of the meeting, which includes the following proposals: (i)
the election of four Directors, (ii) the ratification of an amendment to the
1994 Stock Option Plan removing a limit on the maximum number of shares that
may be issued and sold under the Plan to any one employee, (iii) the approval
of a plan of Internal Restructuring whereby the Board of Directors is
authorized to (a) cause the formation of a wholly-owned Alabama subsidiary and
(b) effect the transfer of all, substantially all or any portion of the assets
and liabilities of the Company to such subsidiary in exchange for stock of the
subsidiary, and (iv) the ratification of the appointment of Deloitte & Touche
LLP to serve as independent auditors for the Company for the year ending
December 31, 1997. Also during the meeting, management will address other
corporate matters that may be of interest to you as a stockholder.
It is important that your shares be represented at this meeting, whether or not
you attend the meeting in person and regardless of the number of shares you
own. To be sure your shares are represented, we urge you to complete and mail
the enclosed proxy card as soon as possible. If you attend the meeting and
wish to vote in person, the ballot that you submit at the meeting will
supersede your proxy.
Sincerely,
Dempsey Boyd
Chairman of the Board
<PAGE> 4
BOYD BROS. TRANSPORTATION INC.
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 27, 1997
-------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Boyd Bros. Transportation Inc., a Delaware corporation (the
"Company"), will be held on May 27, 1997 at 11:00 a.m., local time, at the
Company's corporate headquarters, 3275 Highway 30, Clayton, Alabama 36016, for
the following purposes:
(1) To elect three Directors, each to hold office for a
three-year term expiring at the 2000 Annual Meeting of Stockholders
and one Director to hold office for a two-year term expiring at the
1999 Annual Meeting of Stockholders;
(2) To ratify an amendment to the 1994 Stock Option Plan
removing the requirement regarding the maximum number of shares that
may be issued and sold under the Plan to any one employee;
(3) To approve a plan of Internal Restructuring whereby
the Board of Directors is authorized to (a) cause the formation of a
wholly-owned Alabama subsidiary and (b) effect the transfer of all,
substantially all or any portion of the assets and liabilities of the
Company to such subsidiary in exchange for stock of the subsidiary;
(4) To ratify the appointment of Deloitte & Touche LLP as
the Company's independent auditors for the year ending December 31,
1997; and
(5) To consider and take action upon any other business
as may properly come before the Meeting or any postponements or
adjournments thereof;
all as set forth in the Proxy Statement accompanying this Notice.
Only holders of record of the Company's Common Stock, par value $.001
per share, as of the close of business on April 4, 1997 are entitled to notice
of, and to vote at, the Meeting and any postponement or adjournment thereof.
By Order of the Board of Directors,
Gail B. Cooper
Secretary
Clayton, Alabama
April 23, 1997
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IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND IN PERSON, PLEASE VOTE BY MEANS OF
THE ENCLOSED PROXY CARD THAT YOU ARE REQUESTED TO SIGN, DATE AND RETURN AS SOON
AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE> 5
BOYD BROS. TRANSPORTATION INC.
3275 HIGHWAY 30
CLAYTON, ALABAMA 36016
---------------
PROXY STATEMENT
---------------
This Proxy Statement and the accompanying proxy card are being
furnished to the stockholders of Boyd Bros. Transportation Inc., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors of the Company for use at the Annual Meeting of
Stockholders (the "Meeting") to be held on May 27, 1997 at 11:00 a.m., local
time, at the Company's corporate headquarters, 3275 Highway 30, Clayton,
Alabama 36016, or at any postponement or adjournment thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. The
Proxy Statement and accompanying proxy card are first being mailed or otherwise
distributed to stockholders on or about April 23, 1997.
Holders of record of outstanding shares of the Company's common stock,
par value $.001 per share (the "Common Stock"), at the close of business on
April 4, 1997 (the "Record Date") are entitled to notice of and to vote at the
Meeting. Each stockholder is entitled to one vote for each share of Common
Stock held on the Record Date. On the Record Date, there were 3,700,688 shares
of Common Stock outstanding.
Shares of Common Stock cannot be voted at the Meeting unless the owner
is present or represented by proxy. A proxy may be revoked at any time before
it is voted by (1) giving written notice of revocation to the Secretary of the
Company, (2) executing and delivering to the Company at the address shown above
a new proxy bearing a later date, or (3) attending the Meeting and voting in
person. All properly executed proxies, unless previously revoked, will be
voted at the Meeting or at any postponement or adjournment thereof in
accordance with the directions given.
With respect to the election of Directors, stockholders of the Company
voting by proxy may vote in favor of the nominees, may withhold their vote for
the nominees, or may withhold their vote as to specific nominees. With respect
to the other proposals for stockholder action, stockholders of the Company
voting by proxy may vote in favor of such proposals, against such proposals or
may abstain from voting on such proposals. If no specific instructions are
given with respect to the matters to be acted upon at the Meeting, shares of
Common Stock represented by a properly executed proxy will be voted FOR (1) the
election of all nominees listed under the caption "Election of Directors," (2)
the ratification of an amendment to the 1994 Stock Option Plan removing a limit
on the maximum number of shares that may be issued and sold under the Plan to
any one employee, (3) the approval of a plan of Internal Restructuring whereby
the Board of Directors is authorized to (a) cause the formation of a
wholly-owned Alabama subsidiary and (b) effect the transfer of all,
substantially all or any portion of the assets and liabilities of the Company
to such subsidiary in exchange for stock of the subsidiary, and (4) the
ratification of the appointment of Deloitte & Touche LLP to serve as
independent auditors for the Company for the year ending December 31, 1997.
The Board of Directors does not intend to present and knows of no others who
intend to present at the Meeting any matter of business other than those
matters set forth in the accompanying Notice of Annual Meeting of Stockholders.
However, if other matters (including shareholder proposals omitted from this
proxy statement in accordance with the rules and regulations of the Securities
and Exchange Commission ("SEC")) properly come before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the proxy in
accordance with their best judgment.
<PAGE> 6
At the Meeting, inspectors of election will determine the presence of
a quorum and tabulate the results of the voting by stockholders. A majority of
the outstanding shares of Common Stock must be present in person or by proxy at
the Meeting in order to have the quorum necessary for the transaction of
business. Abstentions and non-votes will be counted for purposes of
determining the presence of a quorum at the Meeting. The nominees for Director
will be elected by the affirmative vote of a plurality of the shares of Common
Stock present in person or by proxy and actually voting at the Meeting. All
other matters require for their approval the favorable vote of a majority of
the shares of Common Stock voted in person or by proxy at the Meeting.
Abstentions and non-votes will have no effect on the outcome of any voting. A
non-vote may occur when a nominee holding shares of Common Stock for a
beneficial owner does not vote on a proposal because such nominee does not have
discretionary voting power and has not received instructions from the
beneficial owner.
A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE, which is postage prepaid if mailed from within the
United States.
The cost of soliciting proxies will be paid by the Company.
Arrangements will be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy materials to their principals, and
the Company will reimburse them for their expenses in so doing. Officers and
other regular employees of the Company may also request the return of proxies
by telephone, telegram, or in person.
A copy of the 1996 Annual Report to Stockholders, which includes the
financial statements of the Company for the fiscal year ended December 31,
1996, is being mailed with this Proxy Statement to all stockholders entitled to
vote at the Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 1997, certain
information with respect to all stockholders known by the Company to be the
beneficial owners of more than 5% of the Common Stock, the only class of voting
securities outstanding, as well as information with respect to the Common Stock
owned beneficially by each Director and Director Nominee of the Company, by
each Executive Officer named in the Summary Compensation Table on page 4 and by
all Directors, Director Nominees and Executive Officers of the Company as a
group. Certain information set forth in the table is based upon information
contained in filings made by such beneficial owners with the Securities and
Exchange Commission (the "Commission").
<TABLE>
<CAPTION>
Amount and Nature Approximate
of Beneficial Percent of
Name of Beneficial Owner Ownership(1) Common Stock
------------------------ --------------------- ------------
<S> <C> <C>
Dempsey Boyd(2) . . . . . . . . . . . . . . . . . 1,211,516 (3) 32.7%
Donald G. Johnston(2) . . . . . . . . . . . . . . 713,838 (4) 19.3%
Gail B. Cooper(2) . . . . . . . . . . . . . . . . 394,000 (5) 10.6%
Ginger B. Tibbs(2) . . . . . . . . . . . . . . . 394,500 (6) 10.6%
Frances S. Boyd(2) . . . . . . . . . . . . . . . 1,211,516 (7) 32.7%
Richard C. Bailey . . . . . . . . . . . . . . . . 31,012 (8) *
Glyn E. Newton . . . . . . . . . . . . . . . . . 8,800 (9) *
W. Wyatt Shorter . . . . . . . . . . . . . . . . 9,500 (10) *
</TABLE>
2
<PAGE> 7
<TABLE>
<S> <C> <C>
Paul G. Taylor . . . . . . . . . . . . . . . . . 3,500 (1) *
Boyd Whigham . . . . . . . . . . . . . . . . . . 9,500 (12) *
Stephen J. Silverman . . . . . . . . . . . . . . 1,000 *
All Directors, Director Nominees and
Executive Officers as a group
(11 persons) (13) . . . . . . . . . . . . . . . 2,777,166 75.0%
</TABLE>
- ----------------------------
* Less than one percent of the Common Stock.
(1) Under the Rules of the Commission, a person is deemed to be the
beneficial owner of a security if such person has or shares the power
to vote or direct the voting of such security or the power to dispose
or direct the disposition of such security. A person is also deemed to
be a beneficial owner of any securities if that person has the right to
acquire beneficial ownership within 60 days. Accordingly, more than
one person may be deemed to be a beneficial owner of the same
securities. Unless otherwise indicated by footnote, the named persons
have sole voting and investment power with respect to the shares of
Common Stock beneficially owned.
(2) The address for each of Mr. and Mrs. Boyd, Mr. Johnston, Ms. Cooper and
Ms. Tibbs is 3275 Highway 30, Clayton, Alabama 36016.
(3) Includes 384,000 shares owned by Mr. Boyd's wife, Frances S. Boyd.
Excludes 2,500 shares held as custodian for five minor grandchildren,
as to which shares Mr. Boyd disclaims beneficial ownership.
(4) Includes 9,000 shares obtainable by Mr. Johnston within 60 days of
March 29, 1997 upon the exercise of non-qualified stock options.
(5) Includes 9,000 shares obtainable by Ms. Cooper within 60 days of March
29, 1997 upon the exercise of non-qualified stock options. Also
includes 1,000 shares held by a third party custodian for Ms. Cooper's
children, as to which shares she disclaims beneficial ownership.
(6) Includes 9,000 shares obtainable by Ms. Tibbs within 60 days of March
29, 1997 upon the exercise of non-qualified stock options. Also
includes 1,500 shares held by a third party custodian for Ms. Tibbs'
children, as to which shares she disclaims beneficial ownership.
(7) Includes 827,516 shares owned by Mrs. Boyd's husband, Dempsey Boyd.
(8) Includes 24,000 shares obtainable by Mr. Bailey within 60 days of March
29, 1997 upon the exercise of non-qualified stock options.
(9) Includes 100 shares owned by Mr. Newton's wife. Also, includes 7,500
shares obtainable by Mr. Newton within 60 days of March 29, 1997 upon
the exercise of non-qualified stock options.
(10) Includes 7,500 shares obtainable by Mr. Shorter within 60 days of March
29, 1997 upon the exercise of non-qualified stock options.
(11) Includes 2,500 shares obtainable by Mr. Taylor within 60 days of March
29, 1997 upon the exercise of non-qualified stock options.
(12) Includes 7,500 shares obtainable by Mr. Whigham within 60 days of March
29, 1997 upon the exercise of non-qualified stock options.
(13) Includes 384,000 shares owned by Mrs. Boyd that are deemed to be
beneficially owned by Mr. Boyd.
NOTICE PURSUANT TO SECTION 16 OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires that the Company's Directors, Executive Officers and
persons who beneficially own more than ten percent of the Company's Common
Stock file with the Commission initial reports of beneficial ownership and
reports of changes in beneficial ownership of such Common Stock. Directors,
Executive Officers and persons who beneficially own greater than ten percent of
the Common Stock are required by the Commission's rules to furnish the Company
with copies of all such reports. To the Company's knowledge, based solely on
review of the copies of such reports furnished to the Company or written
representations from the Company's Directors and Executive Officers that no
other reports were required, all Section 16(a) filing requirements applicable
to the Company's Directors and Executive Officers were complied with during the
year ended December 31, 1996, except that Mr. Johnston failed to timely report
a sale of stock in October 1996. Such sale was reported in December 1996.
3
<PAGE> 8
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth in summary form all compensation for all
services rendered in all capacities to the Company for the years ended December
31, 1996, 1995 and 1994, respectively, to (a) the Chief Executive Officer of
the Company and (b) to those executive officers of the Company who earned in
excess of $100,000 (collectively with the Chief Executive Officer, the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSA-
ANNUAL COMPENSATION TION
--------------------------------------------- --------------
Other All
Annual Securities Other
Name and Compen- Underlying Compen-
Principal Position Year Salary Bonus sation(1) Options(#) sation(2)
- -------------------- -------- ---------- ----------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Donald G. Johnston, 1996 $175,000 --- $ 2,067 --- $ 4,742
President and Chief 1995 176,458 $111,159(3) 2,360 --- 4,750
Executive Officer. . 1994 136,667 81,068 22,490 15,000 635,954
Dempsey Boyd, 1996 175,000 --- 1,470 --- 4,742
Chairman of the 1995 176,458 111,159(3) 1,362 --- 4,750
Board . . . . . . . 1994 136,667 81,068 864 --- 918,754
Richard C. Bailey, 1996 96,880 15,000 6,000 --- 3,778
Chief Financial 1995 88,000 12,280 4,000 10,000 3,378
Officer . . . . . . 1994 73,333 22,561 --- 30,000 3,255
</TABLE>
- --------------------------
(1) Constitutes automobile allowances.
(2) Includes $631,250 and $914,050 received by Mr. Johnston and Mr. Boyd,
respectively, during 1994, in each case as part of distributions of S
Corporation earnings to the Company's stockholders prior to its initial
public offering. The Company terminated its S Corporation status on
March 30, 1994. The remaining amounts constitute matching
contributions by the Company to the 401(k) plan ($4,500 in 1994, 1995
and 1996 to each of Mr. Johnston and Mr. Boyd, and $3,051 in 1994,
$3,128 in 1995 and $3,536 in 1996 to Mr. Bailey and payment of life
insurance premiums ($204 in 1994, $250 in 1995 and $242 in 1996 for
each of Messrs. Johnston, Boyd and Bailey).
(3) Mr. Johnston and Mr. Boyd each received a bonus of $111,159 that was
paid in 1995 but was based upon the Company's 1994 performance,
pursuant to the Company's senior management bonus plan.
4
<PAGE> 9
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's 1994 Stock Option Plan to the Named Executive
Officers during the year ended December 31, 1996:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------
Percent of Potential Realizable
Total Value of Assumed
Number of Options Anual Rates of Stock
Securities Granted to Price Apprecition for
Underlying Employees Exercise or Option Term
Options in Fiscal Base Price Expiration
Name Granted (#) Year ($/Share) Date 5% 10%
- -------------------------- --------------- -------------------------------- -------------- -------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard C. Bailey . . . . 10,000 22.5 7.75 1/15/2006 $21,411 $123,515
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to stock
options exercised during the last fiscal year by the Named Executive Officers,
the aggregate number of unexercised options to purchase Common Stock granted in
all years to the Named Executive Officers and held by them as of December 31,
1996, and the value of unexercised in-the-money options (i.e., options that
had a positive spread between the exercise price and the fair market value of
the Common Stock) as of December 31, 1996:
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at Year-End at Year-End
(#) ($)
Shares Value ------------- -------------
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
---- ------------ --------- ------------- -------------
<S> <C> <C> <C> <C>
Donald G. Johnston . . . . . . --- --- 6,000/15,000 0/(1)
Richard C. Bailey . . . . . . . --- --- 18,000/50,000 0/(1)
</TABLE>
- ------------------
(1) None of such options were in-the-money at December 31, 1996.
5
<PAGE> 10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All decisions relating to executive compensation during 1996 were made
by the Compensation Committee of the Board of Directors, which consisted of W.
Wyatt Shorter, Chairman, Boyd Whigham, Glyn E. Newton, and Paul G. Taylor.
Gail Cooper, the Secretary of the Company, and Ginger Tibbs, the
Treasurer of the Company, are the daughters of Mr. Boyd and served as Directors
of the Company through March 17, 1994. As compensation for her services as
Secretary, Ms. Cooper was paid an aggregate of approximately $61,900 in 1996.
The Compensation Committee authorized an increase in compensation for 1997 to
$66,000. As compensation for Ms. Tibbs' services as Treasurer, Ms. Tibbs was
paid an aggregate of approximately $50,750 in 1996. The Compensation Committee
authorized an increase in compensation for 1997 to $55,000.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The following paragraphs constitute the report of the Compensation
Committee of the Board of Directors (the "Committee") on executive compensation
policies for fiscal year 1996. In accordance with Securities and Exchange
Commission rules, this report shall not be deemed to be incorporated by
reference into any statements or reports filed by the Company with the
Commission that do not specifically incorporate this report by reference,
notwithstanding the incorporation of this Proxy Statement into any such report.
The Committee administers the compensation program for operating
officers of the Company and bases its decisions on both individual performance
and the financial results achieved by the Company. While the Committee
consults with the Chief Executive Officer and Chairman of the Board on certain
matters, all compensation decisions are made by the Committee without such
officers' participation.
The principal elements of the compensation program for executive
officers are base salary, performance-based annual bonuses and stock options.
The goals of the program are to give the executive officers incentives to work
toward the improved financial performance of the Company and to reward them for
their contributions to the Company's success. The program is also designed to
encourage the Company's key executives, to maximize the Company's premium
service to its customers and high standards of efficiency, productivity and
safety. For a summary of 1996 compensation, see the Summary Compensation Table
under the heading "Compensation of Executive Officers" above.
Salaries. The Committee has based its decisions on salaries for the
Company's executive officers, including its chief executive officer and chief
financial officer, on a number of factors, both objective and subjective.
Objective factors considered include increases in the cost of living, the
Company's overall historical performance, and comparable industry data,
although no specific formulas based on such factors have been used to determine
salaries. Salary decisions are based primarily on the Committee's subjective
analysis of the factors contributing to the Company's long-term success and of
the executives' individual contributions to such success.
Bonuses. For fiscal year 1996, the Committee imposed a sliding scale
for the bonus program, pursuant to which no bonuses would be paid unless the
Company earned a specified minimum amount of net (after-tax) income. Under
this program, the required level of net income was not reached and no bonuses
were paid thereunder for 1996. Mr. Bailey received a bonus of $15,000 in 1996
which was the guaranteed minimum for his position and was paid pursuant to a
bonus program based on the Company's operating ratio. The current program for
fiscal year 1997 includes a sliding scale for which no bonuses will be paid
unless a minimum earnings per share of $.47 and a minimum growth rate of 12% is
achieved. Under this program, a maximum bonus of 100% of salary for Mr. Boyd
and Mr. Johnston and a maximum bonus of 50% of salary for Mr. Bailey would be
paid if earnings per share are at least $.60 and a growth rate of at least 18%
is achieved. There is no
6
<PAGE> 11
guaranteed minimum for any position under the 1997 bonus program. The
remaining executive officers participate in a quarterly bonus program in which
bonuses are paid based on income before taxes.
Stock Options. The Committee views stock options as its primary long
term compensation vehicle for the Company's executive officers. At the time of
the Company's initial public offering in May 1994, the Committee granted an
aggregate of stock options under the 1994 Stock Option Plan to each of the
Company's executive officers, other than Mr. Boyd, who, as founder of the
Company, elected not to participate. In 1996, the Committee granted an
aggregate of 1,000 options to one of the named executive officers whose
individual performance, in the Committee's view, warranted an enhanced equity
position in the Company.
Chief Executive Officer. The salary established in 1996 for Mr.
Johnston, the chief executive officer of the Company, was based on the factors
and analysis described above. The Committee, at the suggestion of Mr.
Johnston, decided not to increase Mr. Johnston's salary in 1996 in recognition
of the Company's performance over the past several years. Specific factors
considered by the Committee include the President's current responsibilities
with the Company, and the Company's performance in light of increasingly
difficult competitive pressures in the industry in the past several years.
By the Members of the Compensation Committee:
Glyn E. Newton Paul G. Taylor Boyd Whigham W. Wyatt Shorter (Chairman)
7
<PAGE> 12
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends) on the Company's Common Stock against the
Nasdaq Stock Market and the Nasdaq Trucking and Transportation Stock Index,
from May 10, 1994, the date on which the Company's Common Stock was first
traded on the Nasdaq National Market, through December 31, 1996. The graph
assumes that the value of the investment in the Company's Common Stock on each
index was $100 on May 10, 1994. The Company has not paid any dividends on its
Common Stock and does not expect to pay dividends for the foreseeable future.
The stockholder return performance graph below is not necessarily indicative of
future performance.
<TABLE>
<CAPTION>
5/10/94 12/94 12/95 12/96
<S> <C> <C> <C> <C>
Boyd Bros Transportation Inc. $100 $ 90 $ 67 $ 64
NASDAQ U.S. Companies $100 $105 $148 $182
NASDAQ Trucking & Transportation $100 $ 94 $109 $121
</TABLE>
8
<PAGE> 13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For a discussion of transactions involving certain of the Company's
executive officers, directors, director nominees and their affiliates, see
"Compensation Committee Interlocks and Insider Participation."
OPERATIONS OF THE BOARD OF DIRECTORS AND COMMITTEES
Pursuant to the Certificate of Incorporation of the Company, the Board
of Directors is classified into three classes, each of which shall be as nearly
equal in number as possible, and will be elected to a three-year term. The
By-laws of the Company provide that the number of Directors shall be fixed by
resolution of the Board of Directors or by the stockholders at the annual
meeting or a special meeting. The size of the Board of Directors is presently
set at seven members but is anticipated to be increased to eight members in
conjunction with the 1997 Annual Meeting of Stockholders.
The Board of Directors holds regular meetings and special meetings at
the call of the Chairman of the Board, the President or any two members of the
Board of Directors. In 1996, the Board of Directors held five meetings.
Presently, the Board has standing Audit, Compensation and Executive Committees,
which assist in the discharge of the Board's responsibilities. Members of such
Committees serve at the pleasure of the Board of Directors.
The Audit Committee consists of four Directors. The Audit Committee
reports to the Board of Directors with regard to auditing and accounting
matters, including the selection of independent auditors. The members of the
Audit Committee currently are Paul Taylor, Chairman, W. Wyatt Shorter, Glyn E.
Newton, and Boyd Whigham. The Audit Committee met one time during 1996.
The Compensation Committee consists of four Directors who are
"disinterested persons" within the meaning of Rule 16b-3 under the Exchange
Act. This Committee administers the Company's 1994 Stock Option Plan and
employee benefit plans, and is responsible for establishing compensation
programs for the Company's executive officers. The members of this Committee
currently are W. Wyatt Shorter, Chairman, Paul Taylor, Glyn E. Newton and Boyd
Whigham. The Compensation Committee met three times during 1996.
The Executive Committee was established in 1997 and consists of four
Directors. The Executive Committee reports to the Board of Directors with
regard to strategic planning and is responsible for evaluating and establishing
a succession plan for the Company. The members of this Committee currently are
Dempsey Boyd, Donald Johnston, W. Wyatt Shorter and Boyd Whigham. A chairman
has not yet been selected. The Executive Committee anticipates meeting on a
monthly basis.
Directors who are not executive officers of the Company are paid a fee
of $1,500 for each Board meeting attended in person and $750 for each Board
meeting attended by telephone, and are reimbursed for travel expenses incurred
in connection with attending meetings. Non-employee Directors who serve on the
Executive Committee receive an additional fee of $1,000 for each Executive
Committee meeting attended. Directors are not entitled to additional fees for
serving on other committees of the Board of Directors.
9
<PAGE> 14
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
GENERAL
Stockholders will vote on the election of four Directors, three of whom
will be elected to serve a three-year term, until their successors have been
elected and qualified and one of whom who will be elected to serve a two-year
term, until his successor has been elected and qualified.
The shares represented by the proxies solicited hereby will be voted in
favor of the election of the persons named below unless authorization to do so
is withheld by proxy. In the event that any of the nominees should be unable
to serve as Director, an event which the Company does not presently anticipate,
it is the intention of the persons named in the proxies to cast the votes
represented by the proxies for the election of such other person or persons as
the Board of Directors may nominate.
The nominees for reelection at the Meeting are as follows: Donald G.
Johnston, Glyn E. Newton and W. Wyatt Shorter. The nominee for election at the
Meeting is Stephen J. Silverman.
Based upon information received from the respective Directors, set
forth below is information with respect to each of the nominees for the Board
of Directors, as well as certain information concerning the Directors whose
terms extend beyond the 1996 Annual Meeting.
DIRECTOR TO BE ELECTED TO SERVE UNTIL 1999
Stephen J. Silverman, age 52, has been the President of Silver
Solutions, Inc., a transportation company based in Jacksonville, Florida since
January 1997. Prior thereto, he served as President/Chief Executive Officer
and a director of SilverEagle Transport, Inc., an irregular route truckload
carrier based in Jacksonville, Florida, since 1984. He is also currently a
director of Raven Transport, Inc., a minority owned dry van truckload carrier.
He has previously served as Chairman of the Georgia Trucking Profitability
Conference, as well as on the Boards of the American Trucking Association,
Florida Trucking Association, and the Interstate Truckload Carriers Conference.
Mr. Silverman received a B.A. from Bradley University, and an M.B.A. from the
University of Michigan.
DIRECTORS TO BE ELECTED TO SERVE UNTIL 2000
Donald G. Johnston, age 60, has served as President and Chief Executive
Officer of the Company since April 1980, and as a Director since December 1979.
Prior to that time, he served as Vice President and General Manager since
joining the Company in 1979. Mr. Johnston has a background in industrial
management and sales, and is active in, and has previously served as chairman
of, the Alabama Trucking Association and the University of Georgia Trucking
Profitability Strategies Conference. Mr. Johnston received a B.S. in industrial
management from Auburn University.
Glyn E. Newton, age 55, has served as a Director of the Company since
October 1992. Mr. Newton has been the owner of Glyn Ed Newton and Associates,
Inc., a regional training organization that is licensed to present programs
developed by Dale Carnegie & Associates, since 1975. Mr. Newton periodically
serves as a consultant to the Company on quality improvement matters.
W. Wyatt Shorter, age 65, has served as a Director of the Company since
May 1994. Mr. Shorter is presently retired, after serving as President, from
1978 until 1993, of MacMillan Bloedel Inc., a subsidiary of MacMillan Bloedel
Limited, a forest and wood products company based in Vancouver, British
Columbia.
10
<PAGE> 15
INCUMBENT DIRECTORS WHOSE TERMS WILL EXPIRE IN 1998
Dempsey Boyd, age 70, founded the Company in 1956, and has been
Chairman of the Board since April 1980. Mr. Boyd served as President of the
Company from December 1962 until April 1980. Mr. Boyd is the father of Gail B.
Cooper and Ginger B. Tibbs. See "Compensation Committee Interlocks and Insider
Participation."
Boyd Whigham, age 61, has been a Director of the Company since February
1989. He has been the District Attorney for the Third Judicial Circuit, in
Barbour and Bulloch Counties, Alabama, since January 1993. Since prior to 1988,
he operated a general civil law practice in Clayton, Alabama and periodically
provided legal services to the Company and to Mr. Boyd.
INCUMBENT DIRECTORS WHOSE TERMS WILL EXPIRE IN 1999
Richard C. Bailey, age 47, has served as Chief Financial Officer since
joining the Company in August 1992 and has served as a Director since February
1995. He served as president and director of Eastern Inter-Trans Services,
Inc., a dry van truckload carrier based in Columbus, Georgia, from December
1989 to August 1992. Mr. Bailey is a certified public accountant with a B.S. in
accounting from Georgia State University. He was previously employed in various
financial positions by Ernst & Young, Intermet Corporation and Snapper Products
(a division of The Actava Group Inc.). Mr. Bailey has served on the Advisory
Board of the University of Georgia Trucking Profitability Strategies
Conference.
Paul G. Taylor, age 58, has served as a director of the Company since
May 1995. Mr. Taylor has served as President of Southeastern Freight Lines,
Inc., a motor freight carrier, since 1988. Prior to 1988, he served as Senior
Vice President of Operations of Southeastern Freight Lines, Inc.
RECOMMENDATION
The Board of Directors recommends a vote FOR all of the foregoing
nominees for Director.
11
<PAGE> 16
AMENDMENT OF 1994 STOCK OPTION PLAN
(PROPOSAL NO. 2)
On November 19, 1996, the Board of Directors of the Company unanimously
adopted an amendment (the "Amendment") to the Company's 1994 Stock Option Plan
(the "Plan"). The Amendment provides for the elimination of the provision
which sets the maximum number of shares of the Company's Common Stock that may
be issued and sold thereunder to any one employee at 50,000 share of stock. As
of December 31, 1996, the Company had outstanding options to purchase 258,400
shares of Common Stock pursuant to the Plan. The Board of Directors believes
that continuing to provide non-employee directors, executive officers and key
employees of the Company with the ability to acquire a proprietary interest in
the Company (i) is a significant value to the Company in its efforts to recruit
and retain employees, executive officers and non-employee directors, (ii)
instills loyalty and (iii) encourages the generation of long-term value for the
Company's stockholders by aligning management and stockholder interests, and
has therefore concluded that adoption of the Amendment is in the best interests
of the Company and its stockholders.
The provisions of the Plan, which was adopted by a majority of the
Company's stockholders on March 28, 1994, are summarized below. Such summaries
do not purport to be complete, and are qualified in their entirety by
references to the full text of the Plan, a copy of which is attached to this
Proxy Statement as Annex A.
ADMINISTRATION
The Plan is administered by the Compensation Committee (the
"Committee"), which has been delegated the authority by the Board of Directors
to grant in its sole discretion options pursuant to the Plan to executive
officers and key employees of the Company. The Committee will also make any
other determinations necessary or advisable for the administration of the Plan,
including interpretation of the Plan and related agreements and other
documents. The Committee consists of four directors who are "disinterested
persons" within the meaning of Rule 16b-3 promulgated by the Commission
pursuant to the Exchange Act.
GRANT TO NON-EMPLOYEE DIRECTORS
The Plan also provides that any person who is elected a non-employee
member of the Board of Directors on or after the date of the prospectus
relating to the Company's initial public offering shall be granted, as of the
date such person becomes a Director, an option to purchase 5,000 shares of
Common Stock.
The exercise price of each option granted to a non-employee director
under the Plan on the date of the prospectus relating to the Company's initial
public offering was equal to the "price to public" set forth in such
prospectus. The exercise price of each option granted to a non-employee
director under the Plan after such date shall be equal to the fair market value
of the Common Stock on the date of each grant. Options granted to non-employee
directors are exercisable on the second anniversary of the date of grant and
expire ten years from the date of grant.
COMMON STOCK SUBJECT TO THE PLAN
The Company has reserved from its authorized but unissued shares of
Common Stock 350,000 shares for grants pursuant to the Plan. Subject to
certain adjustments as provided in the Plan, the number of shares that may be
issued or transferred under the Plan shall not exceed in the aggregate 350,000
shares of Common Stock. Shares to be issued may be of original issuance or
shares held in treasury; provided, however, that shares of Common Stock with
respect to which an option has been exercised shall not again be available for
options under the Plan.
12
<PAGE> 17
The maximum number of shares of Common Stock that may be issued and
delivered under the Plan, the number of shares covered by outstanding options,
and the prices per share applicable thereto, are subject to adjustment in the
event of stock dividends, stock splits, combinations of shares,
recapitalizations, mergers, reorganizations and similar events.
ELIGIBILITY
Employees (approximately 807) of the Company may be granted options by
the Committee. The Plan also provides that non-employee directors of the
Company shall be granted, as of the date such person becomes a Director,
options to purchase 5,000 shares of Common Stock.
PLAN BENEFITS
The table below shows the stock options that were granted to each of
the following persons or groups under the Plan from the inception of the Plan
on March 28, 1994, through the date hereof.
PLAN BENEFITS PREVIOUSLY GRANTED
<TABLE>
<CAPTION>
Dollar Number of
Name and Position Value Stock Options
----------------- ------ -------------
<S> <C> <C>
Donald G. Johnston (1) 15,000
President, Chief Executive
Officer and Director
Dempsey Boyd (1) --
Chairman of the Board
Richard C. Bailey (1) 50,000
Chief Financial Officer and Director
Executive Officer Group (1) 95,000
Non-Executive (1) 25,000
Director Group
Non-Executive Officer (1) 138,400
Employee Group
</TABLE>
- -------------------
(1) The stock options were granted under the Plan at an exercise price
equal to the "price to public" as set forth in the prospectus relating
to the Company's initial public offering. The actual value, if any, a
person may realize will depend on the excess of the stock price over
the exercise price on the date the option is exercised. On March 12,
1997, the closing sale price of the Common Stock on the Nasdaq National
Market was $7.00.
The number of stock options to be granted in the future under the Plan
are not determinable for the above persons or groups, except for non-employee
directors. As discussed above, pursuant to the Plan, each non-employee
director is automatically granted an option to purchase 5,000 shares of Common
Stock upon election as a director.
OPTION RIGHTS
Option rights may constitute (i) incentive stock options that are
intended to qualify as such under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), (ii) non-statutory options that are not
intended to qualify as incentive stock options, or (iii) combinations of the
foregoing. The aggregate fair
13
<PAGE> 18
market value at the time of grant of incentive stock options that may first
become exercisable in a particular year may not exceed $100,000. The Plan
provides that no incentive stock option shall be granted to any person who, at
the time the incentive stock option would be granted, owns or is considered to
own stock representing 10% of the total combined voting power of all classes of
stock of the Company provided, however, that the limitation shall not apply if
at the time an incentive stock option would be granted, the option price is at
least 110% of the fair market value of the Common Stock subject to the
incentive stock option and such option by its terms would not be exercisable
after five years from the date on which the incentive stock option is granted.
The option price of any incentive stock option must be not less than
the fair market value of a share of Common Stock on the date on which the stock
option is granted; the option price of any non-statutory stock option is
determined by the Committee and may be less than the fair market value of a
share of Common Stock on the date on which the stock option is granted. The
option price for executive officers, key employees and non-employee directors
is (i) payable in cash at the time of exercise, (ii) may be paid by the
transfer to the Company of Common Stock owned by the optionee having a fair
market value at the time of exercise equal to the option, or (iii) may be paid
by a combination of such payment methods. Subject to the annual limit on stock
option grants to a single optionee, successive grants may be made to the same
optionee whether or not options previously granted remain unexercised. The
Plan does not require that an optionee hold an option for a specified period
and would permit immediate sequential exchanges of Common Stock at the time of
exercise of options.
No option right may be exercisable more than ten years from the date of
grant. In the event of termination of the employment of an executive officer
or key employee for any reason, including retirement, any unexercised option
shall terminate unless the Committee in its discretion permits the option to be
exercised after termination; provided, however, that no option may be exercised
beyond the earlier of (i) the expiration of the period of exercisability of
such option, or (ii) twelve months from the date of termination. In the event
a non-employee director terminates membership on the Board of Directors for any
reason, including death, an option held by him on the date of such termination
may be exercised at any time prior to the earlier of (i) the expiration of the
ten year term of the option pursuant to the Plan, or (ii) twelve months from
the date of termination.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain of the federal income tax
consequences to individuals receiving grants or awards under the Plan. The
following summary is based upon federal income tax laws in effect on January 1,
1997 and is not intended to be complete or to describe any state or local tax
consequences.
Non-Qualified Stock Options. In general, (i) no income will be
recognized by an optionee at the time a non-qualified stock option is granted;
(ii) at exercise, ordinary income will be recognized by the optionee in an
amount equal to the difference between the option price paid for the shares and
the fair market value of the shares, if unrestricted, on the date of exercise;
and (iii) at sale, appreciation (or depreciation) after the date of exercise
will be treated as either short-term or long-term capital gain (or loss)
depending on how long the shares have been held.
Incentive Stock Options. No income generally will be recognized by an
optionee upon the grant or exercise of an incentive stock option. If shares of
Common Stock are issued to the optionee pursuant to the exercise of an
incentive stock option, and if no disposition of such shares is made by such
optionee within two years after the date of grant or within one year after the
transfer of such shares to the optionee, then upon sale of such shares, any
amount realized in excess of the option price will be taxed to the optionee as
a long-term capital gain and any loss sustained will be a long-term capital
loss.
If shares of Common Stock acquired upon the exercise of an incentive
stock option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the
year of disposition in an amount equal to the excess (if any) of the fair
market value of such shares at the time of exercise (or, if less, the amount
realized on the disposition of such shares if a sale or exchange) over the
14
<PAGE> 19
option price paid for such shares. Any further gain (or loss) realized by the
participant generally will be taxed as short-term or long-term capital gain (or
loss), depending on the holding period.
Special Rules Applicable to Officers and Directors. In limited
circumstances where the sale of stock received as a result of a grant could
subject an officer or director to suit under Section 16(b) of the Exchange Act,
the tax consequences to the officer or director may differ from the tax
consequences described above. In these circumstances, unless a special
election has been made, the principal difference usually will be to postpone
valuation and taxation of the stock received so long as the sale of the stock
received could subject the officer or director to suit under Section 16(b) of
the Exchange Act, but no longer than six months.
Tax Consequences to the Company. To the extent that a participant
recognizes ordinary income in the circumstances described above, the
participant's employer should be entitled to a corresponding deduction,
provided, among other things, that such income meets the test of
reasonableness, is an ordinary and necessary business expense, is not an
"excess parachute payment" and is not disallowed by the $1 million limitation
on certain executive compensation.
AMENDMENT
The Plan may be amended from time to time by the Board of Directors,
provided, however, that without further approval by the stockholders no such
amendment shall (i) increase the total number of shares of Common Stock that
may be issued pursuant to the Plan (unless necessary to effect certain
adjustments), (ii) materially increase the benefits accruing to participants in
the Plan, or (iii) materially modify the requirements as to eligibility for
participation in the Plan. Furthermore, in no event shall the Board of
Directors amend any provisions of the automatic grants of options to
non-employee directors more than once every six months other than to comport
with changes in the Code, the Employee Retirement Income Security Act of 1974,
or the rules thereunder, or rules promulgated by the Commission.
In addition, the Board of Directors shall not terminate, amend or
modify the Plan in any manner so as to affect the price of the shares of Common
Stock purchasable pursuant to any option theretofore granted under the Plan
without the consent of the optionee or transferee of the option.
MISCELLANEOUS
No option is transferable by an optionee except upon death, by will or
the laws of descent and distribution. Options are exercisable during the
optionee's lifetime only by the optionee.
In the event of dissolution or liquidation of the Company or any merger
or combination in which the Company is not a surviving corporation (except for
a merger or combination with a corporation wholly owned by the Company or its
stockholders), each outstanding option granted under the Plan shall terminate,
but the optionee shall have the right immediately prior to such dissolution,
liquidation, merger or combination to exercise his option, in whole or in part,
to the extent that same is then presently exercisable.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding
shares of Common Stock present in person or represented by proxy at the Meeting
is required to approve the Amendment.
RECOMMENDATION
The Board of Directors recommends that the stockholders vote FOR
approval of the Amendment.
15
<PAGE> 20
APPROVAL OF A PLAN OF INTERNAL RESTRUCTURING
(PROPOSAL NO. 3)
BACKGROUND
On March 20, 1997, the Board of Directors of the Company
unanimously approved a Plan of Internal Restructuring (the "Restructuring
Plan") attached to this proxy statement as Exhibit A, subject to the approval
of the stockholders of the Company, pursuant to which the assets, operations
and employees of the Company would be transferred to a new, wholly-owned
Alabama subsidiary (the "Alabama Subsidiary") of the Company (the
"Restructuring"). If approved by the stockholders and implemented by the
Company, the Restructuring will have no direct impact on the holders of
outstanding Common Stock of the Company since it will not entail any increase
or decrease or other material modification in the nature or number of shares of
outstanding capital stock of the Company, either as the result of new issuances
or otherwise.
As further described below, there are a number of
considerations that management of the Company believes makes it prudent
and desirable to pursue the Restructuring:
(1) under current law, the Restructuring will result in a
substantial savings in the amount of Delaware franchise taxes and
Alabama foreign franchise taxes paid by the Company.
(2) the Restructuring will not result in the acquisition or
disposition of any material assets of the Company, except for the
transfer of assets to the Alabama Subsidiary which will be controlled
by the Company;
(3) no shares of capital stock of the Company will be issued
or redeemed and the Restructuring will not otherwise have any material
impact on the rights of the stockholders of the Company; and
(4) the Restructuring is not expected to entail any material
federal or state tax costs to the Company or to the stockholders of the
Company.
Substantial uncertainty presently exists as to whether
Delaware law requires that the Restructuring be submitted for a vote of
stockholders prior to its implementation. This uncertainty results because it
is unclear whether the Restructuring constitutes a transfer of substantially
all of the assets of the Company out of the ordinary course of business within
the meaning of Section 271 of Delaware General Corporation Law (the "DGCL").
Although, as further described below, transfers will be made by the Company
only to the Alabama Subsidiary (which will be controlled by the Company),
existing legal precedent in Delaware provides no assurance that a stockholder
vote is not required. Given this uncertainty, the Company has determined to
seek stockholder approval by the affirmative vote of holders of a majority of
the total number of outstanding shares of Common Stock at the Record Date. If
the stockholders fail to approve the Restructuring as proposed, the
Restructuring Plan will not be consummated.
REASONS FOR THE RESTRUCTURING
The primary reason for the Restructuring is to achieve cost
savings to the Company. Under the DGCL, corporations are required to pay an
annual franchise tax. Additionally, as a foreign corporation operating in
Alabama, the Company is required to pay a foreign franchise tax in Alabama. If
the Restructuring is implemented, under current law it will eliminate
practically all the Alabama franchise tax and reduce the Delaware tax by
approximately fifty percent. This change will result in an annual savings of
approximately $37,000 to the Company.
16
<PAGE> 21
DESCRIPTION OF THE RESTRUCTURING PLAN
General
The Restructuring Plan contemplates that the Company will
transfer the majority of its assets and operations and liabilities to a newly
created Alabama corporation (the "Alabama Subsidiary") in exchange for the
issuance and sale to the Company of capital stock constituting all of the
outstanding capital stock of the Alabama Subsidiary with the result that the
Company will become a holding company.
The principal executive offices of the Alabama Subsidiary
would be located at the Company's corporate headquarters at 3275 Highway 30,
Clayton, Alabama 36016. The Company anticipates that the Chairman, President
and Chief Financial Officer of the Company would initially be elected to serve
as the Board of Directors of the Alabama Subsidiary.
Effect on Stockholder Rights
The Restructuring will not entail the issuance or redemption
of any shares of capital stock of the Company. The outstanding stock of the
Company will not be affected by the proposed internal restructuring. The
stockholders of the Company will continue as such, with the same voting,
dividend and liquidation rights and ownership interest as before.
If the Restructuring Plan is implemented, a substantial
portion of the assets of the Company will be transferred to the Alabama
Subsidiary. The result of such transfer will be that the Company's right to
control the use and disposition of such assets will be exercised less directly
than in the past by means of control over the composition of the Board of
Directors of the Alabama Subsidiary, which in turn will elect the officers and
otherwise control the business and affairs of the Alabama Subsidiary.
Directors of the Alabama Subsidiary will be elected by the Board of Directors
of the Company, which will be the sole stockholder of the Alabama Subsidiary.
It is expected that the officers and other senior management employees of the
Alabama Subsidiary will be comprised principally of persons also serving as
officers and other senior executives of the Company.
In the event that the Company proposes to make a further
disposition of the stock of the Alabama Subsidiary or if the Alabama Subsidiary
disposes of its assets (other than in the ordinary course of business), in
either case to an unrelated third party, the Company will seek stockholder
approval for such transaction if the stock or assets involved constitute
substantially all of the assets of the Company and its subsidiary taken as a
whole. For this reason, the Restructuring does not alter stockholders' rights
to approve such dispositions. The Company has no present intention to cause
the Alabama Subsidiary to make a further transfer of assets. The Company does
not intend to seek stockholder approval of any subsequent disposition of the
assets or stock of the Alabama Subsidiary, unless such assets or stock
constitute all or substantially all of the assets of the Company and the
Alabama Subsidiary as a whole.
Management of the Company does not anticipate that any of the
effects described above will in fact result in any material adverse impact on
the Company's operations or the rights of stockholders of the Company.
Effect on the Company's Financial Statements
For financial accounting and reporting purposes, the Alabama
Subsidiary will be fully consolidated with the Company and the Restructuring is
not expected to otherwise have any material financial reporting implications
for the Company.
17
<PAGE> 22
Federal Income Tax Consequences
The Restructuring will not have any federal tax consequences
for individual stockholders of the Company.
Subject to certain possible exceptions that are not expected
to apply in the context of the Restructuring, the transfer of assets to a new
subsidiary in exchange for common stock of that subsidiary generally is treated
as a tax-free exchange under Section 351 of the Code. Consequently, it is
expected that neither the Company nor the Alabama Subsidiary will recognize gain
or loss for federal income tax purposes as a result of the Restructuring.
Conditions to the Implementation of the Restructuring Plan
In addition to being subject to the discretion of the Board of
Directors, the implementation of the Restructuring Plan is subject to the
Company's receipt of all necessary consents and approvals of lenders, lessors,
state and/or local agencies and other parties as well as completion of various
regulatory and administrative requirements. Management of the Company
anticipates that in most cases it will be able to obtain the necessary
regulatory and private approvals without undue expense or delay.
Rights of Dissenting Stockholders
If the proposed Restructuring Plan is consummated, a
stockholder objecting to its terms or voting against the Restructuring Plan is
not entitled to any appraisal or similar rights under Delaware law.
RECOMMENDATION
The Board of Directors recommends a vote FOR the approval of
the proposed Restructuring Plan.
18
<PAGE> 23
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 4)
The Board of Directors has appointed the firm of Deloitte & Touche LLP
as independent auditors to audit the books, records and accounts of the Company
for the year ending December 31, 1997. The Board of Directors recommends that
such appointment be ratified.
Representatives from Deloitte & Touche LLP are expected to be present
at the Meeting and shall have the opportunity to make a statement, if they
desire to do so, and will be available to respond to appropriate questions from
stockholders.
RECOMMENDATION
The Board of Directors recommends a vote FOR this proposal to ratify
the appointment of Deloitte & Touche LLP as the Company's independent auditors.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder intended to be presented at the 1998
Annual Meeting of Stockholders must be received by the Company on or before
December 16, 1997 to be included in the proxy materials of the Company relating
to such meeting.
OTHER BUSINESS
It is not anticipated that any other matters will be brought before the
Meeting for action; however, if any such other matters shall properly come
before the Meeting, it is intended that the persons authorized under the
proxies may, in the absence of instructions to the contrary, vote or act
thereon in accordance with their best judgment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996, WHICH HAS BEEN FILED WITH THE COMMISSION PURSUANT TO THE
EXCHANGE ACT, MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO RICHARD C.
BAILEY, CHIEF FINANCIAL OFFICER, BOYD BROS. TRANSPORTATION INC., 3275 HIGHWAY
30, CLAYTON, ALABAMA 36016.
By Order of the Board of Directors,
Gail B. Cooper
Secretary
Clayton, Alabama
April 23, 1997
19
<PAGE> 24
ANNEX A
BOYD BROS. TRANSPORTATION INC.
1994 STOCK OPTION PLAN
ARTICLE I.
DEFINITIONS
As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:
(a) "Annual Meeting Date" shall mean the date of the annual meeting of the
stockholders of the Company at which the directors are elected.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall mean the Board or a committee designated by the
Board.
(e) "Company" shall mean Boyd Bros. Transportation Inc., a Delaware
corporation.
(f) "Disabled Person" shall mean an Employee who, as determined by a
licensed physician acceptable to the Committee and evidenced by a certificate to
the Company, is completely unable to engage in his regular occupation by reason
of any physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not less
than twelve (12) months; provided, however, that the determination of the
Committee in its sole discretion as to the classification of an employee as a
Disabled Person shall be final.
(g) "Effective Date" shall mean March 17, 1994.
(h) "Employee" shall mean any common law employee of the Company or any of
its Subsidiaries who is determined by the Committee to be a "key employee" of
the Company or such Subsidiary.
(i) "Fair Market Value" shall mean the fair market value of the Stock as
determined by the Committee for the date in question. If at the date any Option
is granted, a public market shall exist for the Stock but such Stock is not
trading on a national securities exchange in the United States, then, if the
Stock is listed on the National Market List by the National Association of
Securities Dealers, Inc. (the "NASD"), the fair market value per share of Stock
shall be not less than the last sale price for such shares reflected on said
market list for the date of the granting of such Option, and if the Stock is not
listed on the National Market List of the NASD, then the fair market value per
share of Stock shall be not less than 100% of the mean between the bid and asked
quotations in the over-the-counter market for such shares on the date of the
granting of such Option. If there is no bid and asked quotation for the Stock on
the date of the granting of an Option, the fair market value per share of Stock
shall be not less than 100% of the mean between the bid and asked quotations in
the over-the-counter market for such shares on the closest date preceding said
date. If the Stock is trading on a national securities exchange in the United
States on the date of the granting of an Option, the fair market value per share
of Stock shall be not less than 100% of the mean between the high and low prices
at which such shares shall have been sold on such national securities exchange
on the date of the granting of such Option. If the Stock is trading on a
national securities exchange in the United States on the date of the granting of
the Option but no sales of shares of Stock occurred thereon on the date of the
granting of the Option, the fair market value per share of Stock shall be not
less than 100% of the mean between the high and the low prices for such shares
on the closest date preceding the
<PAGE> 25
said date of the granting of the Option. If the Stock is traded on more than one
national securities exchange in the United States on the date of the granting of
an Option, the Committee shall determine the principal national securities
exchange for the purpose of determining the fair market value per Share.
(j) "Incentive Stock Option" shall mean an option to purchase any stock of
the Company that complies with and is subject to the terms, limitations and
conditions of section 422 of the Code and any regulations promulgated with
respect thereto.
(k) "Nonemployee Director" shall mean an individual who (a) is now, or
hereafter becomes, a member of the Board of Directors, and (b) is not an
Employee.
(l) "Nonstatutory Stock Option" shall mean an option to purchase any stock
of the Company that does not qualify for treatment as an Incentive Stock Option
under section 422 of the Code.
(m) "Option" shall mean either an Incentive Stock Option or a Nonstatutory
Stock Option granted to an Employee or Nonemployee Director pursuant to the
Plan.
(n) "Optionee" shall mean an Employee or Nonemployee Director to whom an
Option has been granted hereunder.
(o) "Plan" shall mean the Boyd Bros. Transportation Inc. 1994 Stock Option
Plan, the terms of which are set forth herein.
(p) "Stock" shall mean the $.001 par value common stock of the Company or,
in the event that the outstanding shares of Stock are hereafter changed into or
exchanged for shares of a different class or series of stock or other securities
of the Company or some other corporation, such other stock or securities.
(q) "Stock Option Agreement" shall mean a written document evidencing an
Option grant by the Company to the Optionee under which the Optionee may
purchase Stock under the Plan.
(r) "Subsidiary" shall mean any corporation in which the Company owns or
controls directly or indirectly at least 51% of the total combined voting power
represented by all classes of stock issued by such corporation at the time of
grant of any Option.
ARTICLE II.
THE PLAN
2.1 Purpose. The purpose of the Plan is to advance the interests of the
Company and its stockholders by affording selected Employees and Nonemployee
Directors an opportunity to acquire or increase their proprietary interests in
the Company by granting such persons Options to purchase Stock in the Company.
2.2 Effective Date. The Plan shall become effective on the Effective Date;
provided, however, that if the Plan is not approved by the holders of a majority
of the shares of Stock of the Company represented at a meeting and entitled to
vote thereon within 12 months before or after the date on which the Plan is
adopted by the Board, the Plan and any Options granted thereunder shall
terminate and become null and void.
<PAGE> 26
2.3 Termination Date. Subject to section 2.2 hereof, the Plan shall
terminate and no further Options shall be granted hereunder upon the 10th
anniversary of the date on which the Plan is adopted by the Board or the date on
which the Plan is approved by the Company's stockholders, whichever first
occurs.
ARTICLE III.
PARTICIPANTS
The Committee may grant Options to any Employee as it may determine from
time to time in its sole discretion. In addition, Nonemployee Directors shall be
awarded Options on a nondiscretionary basis as provided in Article VII hereof.
ARTICLE IV.
ADMINISTRATION
4.1 Duties and Powers of Committee. The Plan shall be administered by the
Committee. The Board may from time to time remove members from, or add members
to, the Committee and shall fill any vacancy on the Committee. The Committee
shall keep minutes of its meetings and shall make such rules and regulations for
the conduct of its business as it may deem necessary. Subject to the express
provisions of the Plan, the Committee shall have the discretion and authority to
determine to whom from among the Employees an Option will be granted, the time
or times at which each Option granted to an Employee may be exercised, the
number of shares of Stock subject to each such Option and the terms and
conditions of each such Stock Option Agreement. Subject to the express
provisions of the Plan, the grant of an Option by the Committee shall be final
and shall not be subject to approval by any other party. Subject to the express
provisions of the Plan, the Committee shall also have complete authority to
interpret the Plan, to prescribe, amend and rescind rules and requirements
relating to it, to determine the details and provisions of each Stock Option
Agreement, and to make all other determinations necessary or advisable in the
administration of the Plan, including, without limitation, the amending or
altering of the Plan and any Options granted hereunder as may be required to
comply with or to conform to any federal, state or local laws or regulations.
Notwithstanding the foregoing, the Committee shall not exercise discretion with
respect to grants of Options to Nonemployee Directors or the terms and
conditions of Stock Option Agreements with Nonemployee Directors, which shall be
subject to Article VII hereof. No member of the Board or the Committee shall be
liable to any person for any action or determination made in good faith with
respect to the Plan or any Option granted hereunder. The determination of the
Committee on the matters referred to in this section 4.1 shall be conclusive.
Any and all powers and functions of the Committee may at any time and from time
to time be exercised by the Board of Directors.
4.2 Majority Rule. A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority at a meeting at which a
quorum is present or any action taken without a meeting evidenced by a writing
executed by all the members of the Committee shall constitute the action of the
Committee.
ARTICLE V.
SHARES OF STOCK SUBJECT TO PLAN
5.1 Limitations. Subject to adjustments pursuant to the provisions of
section 5.2 hereof, the maximum number of shares of Stock that may be issued and
sold hereunder shall not exceed an aggregate of 350,000 shares of Stock. Shares
of Stock subject to an Option may be either authorized but unissued shares or
shares issued and reacquired
<PAGE> 27
by the Company; provided, however, that shares of Stock with respect to which an
Option has been exercised shall not again be available for option hereunder. If
outstanding Options granted hereunder shall terminate or expire for any reason
without being wholly exercised, the shares of Stock allocable to any unexercised
portion of such Option may again be the subject of an Option granted under the
Plan.
5.2 Antidilution. In the event that the outstanding shares of Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger,
consolidation, reorganization, recapitalization, reclassification, combination
of shares, stock split, stock dividend, split-up, split-off, spin-off, exchange
of shares, issuance of rights to subscribe or change in capital structure:
(a) The aggregate number and kind of shares of Stock for which Options
may be granted hereunder shall be adjusted appropriately; provided, however,
that the aggregate number of shares that may be issued under the Plan may not be
increased thereby except for an increase merely reflecting a change in
capitalization such as a stock dividend or stock split-up; and
(b) The rights under outstanding Options granted hereunder, both as to
the number of subject shares of Stock and the Option price, shall be adjusted
appropriately; provided, however, that any Option granted to a Nonemployee
Director pursuant to Article VII hereof shall be subject to only such adjustment
as shall be necessary to maintain the proportionate interest of the Optionee and
preserve, without exceeding, the value of the Option.
(c) The foregoing adjustments and the manner of application thereof
shall be determined solely by the Committee, and any such adjustment may provide
for the elimination of fractional share interests. The adjustments required
under this Article shall apply to any successor or successors of the Company and
shall be made regardless of the number or type of successive events requiring
adjustments hereunder.
5.3 Merger or Liquidation. In the event of dissolution or liquidation of
the Company or any merger or combination in which the Company is not a surviving
corporation (except for a merger or combination with a corporation wholly owned
by the Company or its stockholders in which an adjustment to the outstanding
Options shall be made as provided above), each outstanding Option granted
hereunder shall terminate, but the Optionee shall have the right immediately
prior to such dissolution, liquidation, merger or combination to exercise his
Option, in whole or in part, to the extent that same is then presently
exercisable.
ARTICLE VI.
OPTIONS TO BE GRANTED TO EMPLOYEES
6.1 General. The provisions of this Article VI shall apply to Options
granted by the Committee to Employees and, except as expressly set forth in
Article VII, shall not apply to Options granted to Nonemployee Directors.
6.2 Option Grant. Each Option granted hereunder to an Optionee shall be
evidenced by minutes of a meeting of the Committee or the written consent of the
Committee, and by a written Stock Option Agreement dated as of the date of grant
and executed by the Company and the Optionee. As to each such grant hereunder,
the terms of the Option, including the Option's duration, time or times of
exercise, and exercise price shall be stated in the Stock Option Agreement. The
Stock Option Agreement shall clearly identify whether the Options granted are
Incentive Stock Options or Nonstatutory Stock Options. If an Incentive Stock
Option and a Nonstatutory Stock Option are issued together, the right of the
Optionee to exercise or surrender one such Option shall not be conditioned on
his surrender of, or failure to exercise, the other Option. The terms and
conditions of each Stock Option Agreement shall be consistent with the Plan,
<PAGE> 28
and in the event of any inconsistencies between the Plan and any Stock Option
Agreement, the terms of the Plan shall control.
6.3 Optionee Limitations.
(a) The Committee shall not grant an Incentive Stock Option to any
person who, at the time the Incentive Stock Option would be granted, owns or is
considered to own stock representing 10% of the total combined voting power of
all classes of stock of the Company provided, however, that this limitation
shall not apply if at the time an Incentive Stock Option would be granted, the
Option price is at least 110% of the Fair Market Value of the Stock subject to
the Incentive Stock Option and such Option by its terms would not be exercisable
after five years from the date on which the Incentive Stock Option is granted.
For purposes of the immediately preceding sentence, a person shall be considered
to own (i) the stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors and lineal
descendants; and (ii) the stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust in proportion to such person's stock
interest, partnership interest or beneficial interest therein.
(b) To the extent that the aggregate Fair Market Value of Stock with
respect to which "incentive stock options" (within the meaning of section 422 of
the Code, but without regard to section 422(d) of the Code) are exercisable for
the first time by an Optionee during any calendar year (under the Plan and all
other incentive stock option plans of the Company) exceeds $100,000, such
options shall be treated as Nonstatutory Stock Options. The rule set forth in
the preceding sentence shall be applied by taking options into account in the
order in which they were granted. For purposes of this section 6.3(b), the Fair
Market Value of Stock shall be determined as of the time the option with respect
to such Stock is granted.
6.4 Option Price. The per share Option price of the Stock subject to each
Incentive Stock Option shall be equal to the Fair Market Value of the Stock on
the date the Option is granted. The per share Option price of the Stock subject
to each Nonstatutory Stock Option shall be determined by the Committee.
6.5 Exercise Period. The period of the exercise of each Option shall be
determined by the Committee, but in no instance shall the exercise period for an
Incentive Stock Option exceed 10 years from the date of grant of the Option. The
Committee shall have the right to accelerate, in whole or in part, from time to
time, conditionally or unconditionally, rights to exercise any Option granted
hereunder.
6.6 Option Exercise. Unless otherwise provided in the Stock Option
Agreement, an Option shall be exercisable in whole or in part at any time and
from time to time prior to expiration of the Option. The Committee shall have
the authority in its sole discretion to prescribe in any Stock Option Agreement
that the Option may be exercised in installments during the term of the Option
and to further condition an Optionee's right to exercise all or any portion
thereof.
(a) An Option may be exercised at any time and from time to time
during the term of the Option as to any or all full shares of Stock that have
become purchasable under the provisions of the Option, but not at any time as
to fewer than 100 shares unless the remaining shares that are purchasable are
fewer than 100 shares. The Option price shall be paid in full in cash upon the
exercise of the Option, and the Company shall not be required to deliver
certificates for such shares until such payment has been made; provided,
however, that in lieu of immediately available funds, an Optionee may, to the
extent permitted by the Stock Option Agreement at the date of grant, exercise
his Option in whole or in part by tendering to the Company shares of Stock
owned by him and having a Fair Market Value equal to the Option Price
applicable to his Option, or a combination of immediately available funds and
said shares. The Optionee shall not have any of the rights of a stockholder
with respect to the shares of Stock subject to the Option until such shares
have been issued or transferred to him upon the exercise of his Option.
<PAGE> 29
(b) An Option shall be exercised by written notice of exercise of the
Option with respect to a specified number of shares of Stock delivered to the
Company at its principal office, together with payment in full to the Company in
accordance with section 6.5(a) at its principal office of the amount of the
Option price for the number of shares of Stock with respect to which the Option
is then being exercised. In addition to and at the time of payment of the Option
price, the Optionee shall pay to the Company in cash the full amount of any
federal and state withholding or other employment taxes required by any
government to be withheld or otherwise deducted and paid by the Company in
respect of such exercise. Unless otherwise determined by the Committee, any
withholding obligation may be settled in shares of Stock, including shares with
respect to which the Option is then being exercised. In addition, the Company
shall have the right to withhold the amount of such taxes from any other sums
due or to become due from the Company to the Optionee, upon such terms and
conditions as the Committee shall prescribe.
6.7 Nontransferability of Option. No Option shall be transferred by an
Optionee otherwise than by will or the laws of descent and distribution. During
the lifetime of an Optionee, his Option shall be exercisable only by him.
6.8 Termination of Service. Except as otherwise provided in section 6.9
hereof, in the event of termination of the employment of an Optionee by the
Company or a Subsidiary for any reason, including retirement, any Option held by
him, to the extent not theretofore exercised, shall forthwith terminate unless
the Committee, in its sole discretion, provides in the Stock Option Agreement
that the Option shall be exercisable after such termination (but only to the
extent of the number of shares of Stock with respect to which the Option may be
exercised at the date of his termination of employment), and, provided further,
that in no event shall any Stock Option Agreement provide for the extension of
the period during which the Option may be exercised beyond the earlier of (i)
the expiration of the period of exercisability of such Option as specified in
the Stock Option Agreement, or (ii) twelve (12) months from the date of
termination.
6.9 No Right to Employment. Nothing in the Plan or in any Option or Stock
Option Agreement shall confer on any person any right to continue in the employ
of the Company or a Subsidiary or shall interfere in any way with any right the
Company or a Subsidiary may have to terminate his employment at any time.
6.10 Death or Disability of Holder of Option. In the event any Optionee
dies or becomes a Disabled Person while he is an employee of the Company or a
Subsidiary, any Option created pursuant to the Plan held by him may be exercised
(but only to the extent of the number of shares with respect to which the Option
may be exercised at the time of his disability or death) by him or his legatee
or legatees under his will, or by his personal representative or distributees,
within 12 months following the date of his disability or death, or such shorter
period as may be specified in the Stock Option Agreement, but in no event after
the expiration of the period of exercisability of such Option as specified in
the Stock Option Agreement. If an Option granted hereunder shall be exercised by
the personal representative of a deceased, disabled or former employee, or by a
person who acquired an Option granted hereunder by bequest or inheritance or by
reason of the death or disability of any employee or former employee, written
notice of such exercise shall be accompanied by a certified copy of letters
testamentary or equivalent proof of the right of such personal representative or
other person to exercise such Option.
ARTICLE VII.
OPTIONS TO BE GRANTED TO NONEMPLOYEE DIRECTORS
7.1 Nondiscretionary Grant. Each Option granted hereunder to a Nonemployee
Director shall be evidenced by a written Stock Option Agreement dated as of the
date of grant and executed by the Company and the Optionee. Each such Stock
Option Agreement shall include and conform to the terms and conditions set forth
in this Article VII, and such other terms and conditions not inconsistent
herewith.
<PAGE> 30
7.2 Initial Grant. Each Nonemployee Director serving on the Board of
Directors on the date of the prospectus relating to the initial public offering
of Stock by the Company shall be granted, as of such date, an Option to purchase
5,000 shares of Stock. The per share Option price of the Stock subject to each
such Option shall be the "price to public" set forth in such prospectus. Each
person who first becomes a Nonemployee Director after the date of the prospectus
relating to the initial public offering of Stock shall be granted, as of the
date such person becomes a director of the Company, an Option to purchase 5,000
shares with a per share Option price equal to the Fair Market Value of the Stock
on such date.
7.3 Option Price. Except as specified in section 7.2 hereof, the per share
Option price of the Stock subject to each Option granted to a Nonemployee
Director shall be equal to the Fair Market Value of the Stock on the date the
Option is granted.
7.4 Exercise Period. Each Option granted to a Nonemployee Director shall be
exercisable on the second anniversary of the date of grant and shall expire on
the tenth anniversary of the date of grant of the Option.
7.5 Option Exercise. Each Option granted to a Nonemployee Director may be
exercised in the manner described in section 6.6(a) and (b) hereof. Each such
Stock Option Agreement shall provide for the exercise of such Option by payment
of immediately available funds or by the tender of shares of Stock in the manner
described in section 6.6(a) hereof.
7.6 Nontransferability of Option. No Option shall be transferred by a
Nonemployee Director otherwise than by will or the laws of descent and
distribution. During the lifetime of an Optionee, his Option shall be
exercisable only by him.
7.7 Termination of Membership on the Board. If a Nonemployee Director
terminates membership on the Board of Directors for any reason, including death,
an Option held by him on the date of such termination may be exercised in whole
or in part (but only to the extent of the number of shares of Stock with respect
to which the Option was exercisable at the date of such termination) at any time
prior to the earlier of (i) the expiration of the period of exercisability of
such Option as specified in section 7.5, or (ii) 12 months from the date of
termination. If an Option granted hereunder shall be exercised by the personal
representative of a deceased Nonemployee Director, or by a person who acquired
an Option granted hereunder by bequest or inheritance or by reason of the death
of any Nonemployee Director, written notice of such exercise shall be
accompanied by a certified copy of letters testamentary or equivalent proof of
the right of such personal representative or other person to exercise such
Option.
<PAGE> 31
ARTICLE VIII.
STOCK CERTIFICATES
The Company shall not be required to issue or deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder or
any portion thereof, prior to fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock exchanges on
which the Stock is then listed;
(b) The completion of any registration or other qualification of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body
that the Committee shall in its discretion deem necessary or advisable; and
(c) The obtaining of any approval or other clearance from any federal
or state governmental agency that the Committee shall in its sole discretion
determine to be necessary or advisable.
ARTICLE IX.
PURCHASE FOR INVESTMENT
Except as hereafter provided, the Board may require as a condition of
issuance of any shares of Stock pursuant to this Plan that the holder of an
Option granted hereunder shall, upon any exercise thereof, execute and deliver
to the Company a written statement, in form satisfactory to the Company, in
which such holder represents and warrants that such holder is purchasing or
acquiring the shares of Stock acquired thereunder for such holder's own account,
for investment only and not with a view to the resale or distribution thereof,
and agrees that any subsequent resale or distribution of any of such shares of
Stock shall be made only pursuant to either (a) a registration statement on an
appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), which registration statement has become effective and is current with
regard to the shares of Stock being sold, or (b) a specific exemption from the
registration requirements of the Securities Act, but in claiming such exemption
the holder shall, prior to any offer of sale or sale of such shares of Stock, if
required by the Company, obtain a prior favorable written opinion, in form and
substance satisfactory to the Company, from counsel for or approved by the
Company, as to the application of such exemption thereto. The foregoing
restriction shall not apply to issuances by the Company so long as the shares of
Stock being issued are registered under the Securities Act and a prospectus in
respect thereof is current.
ARTICLE X.
LEGENDS
The Company may endorse such legend or legends upon the certificates for
shares of Stock issued upon exercise of an Option granted hereunder, and the
Committee may issue such "stop transfer" instructions to its transfer agent in
respect of such shares of Stock, as the Committee, in its discretion, determines
to be necessary or appropriate to (i) prevent a violation of, or to perfect an
exemption from, the registration requirements of the Securities Act, (ii)
implement the provisions of any agreement between the Company and the Optionee
with respect to such shares of Stock, or (iii) permit the Company to determine
the occurrence of a disqualifying disposition, as described in section 421(b) of
the Code, of shares of Stock transferred upon exercise of an Incentive Stock
Option granted under the Plan.
<PAGE> 32
ARTICLE XI.
TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
The Board may at any time, upon recommendation of the Committee and
notwithstanding section 2.4 hereof, terminate the Plan, and may at any time and
from time to time and in any respect amend or modify the Plan; provided,
however, that the Board, without approval of the stockholders of the Company,
may not adopt any amendment to the Plan if the amendment would:
(a) increase the total number of shares of Stock that may be issued
pursuant to the Plan except as contemplated in section 5.2 hereof;
(b) materially increase the benefits accruing to participants in the
Plan; or
(c) materially modify the requirements as to eligibility for
participation in the Plan.
Provided further, in no event shall any provision of Article VII hereof be
amended more than once every six months other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder, or rules promulgated by the Securities and Exchange Commission.
Notwithstanding the foregoing, the Board shall not terminate, amend or
modify the Plan in any manner so as to affect the price of the shares of Stock
purchasable pursuant to any Option theretofore granted under the Plan without
the consent of the Optionee or transferee of the Option. Neither the amendment,
suspension nor termination of the Plan shall, without the consent of the holder
of the Option, impair any rights or obligations under any Option theretofore
granted.
ARTICLE XII.
RELATIONSHIP TO OTHER COMPENSATION PLANS
The adoption of the Plan shall not affect any other stock option, incentive
or other compensation plans in effect for the Company, nor shall the adoption of
the Plan preclude the Company from establishing any other forms of incentive or
other compensation for employees. Any benefits earned or income realized under
the Plan shall not be deemed to constitute compensation or income for purposes
of any other plan or payroll practice of the Company or any Subsidiary, except
as expressly set forth in such other plan or practice.
ARTICLE XIII.
MISCELLANEOUS
13.1 Plan Binding on Successors. The Plan shall be binding upon the
Company, its successors and assigns.
13.2 Number and Gender. Whenever used herein, nouns in the singular shall
include the plural, and the masculine pronoun shall include the feminine gender.
13.3 Headings. Headings of articles and sections hereof are inserted for
convenience and reference only and constitute no part of the Plan.
<PAGE> 33
13.4 Applicable Law. The Plan shall be governed by, and construed in
accordance with, the laws of the State of Alabama, without reference to the
principles regarding conflicts of laws.
13.5 Restricted Shares. Any and all shares of Stock issued pursuant to this
Plan shall be subject to the terms and conditions of any other agreement between
the Optionee and the Company with respect to such shares of Stock.
<PAGE> 34
APPENDIX A
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS. The undersigned
hereby appoints Richard C. Bailey and
Gail B. Cooper and each of them with
power of substitution in each, proxies
to appear and vote, as designated
below, all Common Stock of Boyd Bros.
Transportation Inc. held of record on
April 4, 1997 by the undersigned, at
the Annual Meeting of Stockholders to
be held on May 27, 1997, and at all
adjournments thereof. Management
recommends a vote in favor of all
nominees listed in Item 1 and in favor
of Proposals 2, 3 and 4.
BOYD BROS. TRANSPORTATION INC.
3275 HIGHWAY 30
CLAYTON, ALABAMA 36016
- ---------------------------------------------------------
Proxy
1. ELECTION OF DIRECTORS
Director Nominees: Donald G. Johnston, Glyn E. Newton and W. Wyatt Shorter
(each for a 3 year term) and Stephen J. Silverman (for a 2 year term)
<TABLE>
<S> <C>
[ ] FOR all director nominees listed above [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all director nominees listed above
</TABLE>
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST ABOVE.
2. PROPOSAL TO RATIFY AN AMENDMENT TO THE 1994 STOCK OPTION PLAN.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO APPROVE A PLAN OF INTERNAL RESTRUCTURING.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED. IF NO
INDICATION IS MADE, IT WILL BE VOTED IN FAVOR OF ALL DIRECTOR-NOMINEES AND IN
FAVOR OF PROPOSALS 2, 3 AND 4.
Dated: , 1997
Signature(s)
(Please sign as name appears on
proxy. When shares are held by
joint tenants, both should
sign. When signing in a
fiduciary or representative
capacity, give full title as
such.)
PLEASE MARK, DATE, AND SIGN THIS PROXY, INDICATING ANY CHANGE OF ADDRESS, AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE ENCLOSED ENVELOPE ALREADY IS
ADDRESSED AND NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
