<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
BOYD BROS. TRANSPORTATION INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
BOYD BROS. TRANSPORTATION INC.
- - --------------------------------------------------------------------------------
(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)(1) 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] 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:
(4) Date Filed:
<PAGE> 2
BOYD BROS. TRANSPORTATION INC.
3275 Highway 30
Clayton, Alabama 36016
April 10, 1998
Dear Stockholder:
It is my pleasure to invite you to the 1998 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 19, 1998, 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 three Directors, (ii) the ratification of an amendment to the
1994 Stock Option Plan increasing the maximum number of shares that may be
issued and sold under the Plan, and (iii) the ratification of the appointment of
Deloitte & Touche LLP to serve as independent auditors for the Company for the
year ending December 31, 1998. 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> 3
BOYD BROS. TRANSPORTATION INC.
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1998
------------
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 Tuesday, May 19, 1998 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 2001 Annual Meeting of Stockholders;
(2) To ratify an amendment to the 1994 Stock Option Plan
increasing the maximum number of shares that may be issued and sold
under the Plan;
(3) To ratify the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the year ending December 31, 1998;
and
(4) 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 March 20, 1998 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 10, 1998
- - --------------------------------------------------------------------------------
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> 4
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 19, 1998 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 10, 1998.
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
March 20, 1998 (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 4,094,628 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 increasing the
maximum number of shares that may be issued and sold under the Plan, and (3) the
ratification of the appointment of Deloitte & Touche LLP to serve as independent
auditors for the Company for the year ending December 31, 1998. 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.
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
<PAGE> 5
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 1997 Annual Report to Stockholders, which includes the
financial statements of the Company for the fiscal year ended December 31, 1997,
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, 1998, 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 of the Company 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) 29.6%
Donald G. Johnston(2).................................. 571,086(4) 13.9%
Gail B. Cooper(2)...................................... 397,000(5) 10.3%
Ginger B. Tibbs(2)..................................... 380,000(6) 10.8%
Frances S. Boyd(2)..................................... 1,211,516(7) 29.6%
Richard C. Bailey...................................... 43,150(8) 1.0%
Glyn E. Newton......................................... 14,300(9) *
W. Wyatt Shorter....................................... 11,000(10) *
Paul G. Taylor......................................... 7,800(11) *
Boyd Whigham........................................... 13,300(12) *
</TABLE>
2
<PAGE> 6
<TABLE>
<S> <C> <C>
Stephen J. Silverman................................... 6,000(13) *
Gary Robinson.......................................... 3,000(14) *
Miller Welborn(2) ..................................... 262,627 6.4%
All Directors, Director Nominees and
Executive Officers as a group
(13 persons)(15)...................................... 2,920,779 71.3%
</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. The address for
Mr. Welborn is 3626 51st Avenue, Tuscaloosa, Alabama 35401.
(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 12,000 shares obtainable by Mr. Johnston within 60 days of
March 31, 1998 upon the exercise of non-qualified stock options.
(5) Includes 12,000 shares obtainable by Ms. Cooper within 60 days of March
31, 1998 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 12,000 shares obtainable by Ms. Tibbs within 60 days of March
31, 1998 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 34,000 shares obtainable by Mr. Bailey within 60 days of March
31, 1998 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 31, 1998 upon
the exercise of non-qualified stock options.
(10) Includes 7,500 shares obtainable by Mr. Shorter within 60 days of March
31, 1998 upon the exercise of non-qualified stock options.
(11) Includes 2,500 shares obtainable by Mr. Taylor within 60 days of March
31, 1998 upon the exercise of non-qualified stock options.
(12) Includes 7,500 shares obtainable by Mr. Whigham within 60 days of March
31, 1998 upon the exercise of non-qualified stock options.
(13) Includes 5,000 shares obtainable by Mr. Silverman within 60 days of
March 31, 1998 upon the exercise of non-qualified stock options.
(14) Includes 3,000 shares obtainable by Mr. Robinson within 60 days of
March 31, 1998 upon the exercise of non-qualified stock options.
(15) Includes 384,000 shares owned by Mrs. Boyd that are deemed to be
beneficially owned by Mr. Boyd.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1997.
3
<PAGE> 7
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, 1997, 1996 and 1995, 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>
ANNUAL COMPENSATION LONG TERM
------------------------------------------- COMPENSATION
Other ------------
Annual Securities All 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, 1997 $175,000 -- $ 1,844 10,000 $ 4,686
President and Chief 1996 175,000 -- 2,067 -- 4,742
Executive Officer 1995 176,458 $111,159(3) 2,360 -- 4,750
Dempsey Boyd, 1997 175,000 -- 1,161 -- 4,686
Chairman of the 1996 175,000 -- 1,470 -- 4,742
Board 1995 176,458 111,159(3) 1,362 -- 4,750
Richard C. Bailey, 1997 116,667 3,750 0 15,000 3,799
Senior Vice President 1996 96,880 15,000 6,000 -- 3,778
& Chief Financial 1995 88,000 12,280 4,000 10,000 3,333
Officer
Gary Robinson 1997(4) 67,856 35,675 0 15,000 186
Vice President of 1996 -- -- -- -- --
Operations 1995 -- -- -- -- --
</TABLE>
- - ----------
(1) Constitutes automobile allowances.
(2) Constitutes matching contributions by the Company to the 401(k) plan
($4,500 in 1995, 1996 and 1997 to each of Mr. Johnston and Mr. Boyd and
$3,128 in 1995, $3,536 in 1996 and $3,613 in 1997 to Mr. Bailey) and
payment of life insurance premiums ($205 in 1995, $242 in 1996 and $186
in 1997 for each of Messrs. Johnston, Boyd, Bailey and, for 1997, Mr.
Robinson).
(3) Mr. Johnston and Mr. Boyd each received a bonus of $111,159 that was
paid in 1995 but was based upon the Company's 1994 performance,
pursuant to the Company's senior management bonus plan.
(4) Reflects compensation paid by the Company to Mr. Robinson since he
joined the Company in May 1997.
4
<PAGE> 8
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's 1994 Stock Option Plan to the Named Executive
Officers during the year ended December 31, 1997:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------------------
Percent of Potential Realizable
Total Value at Assumed
Number of Options Annual Rates of Stock
Securities Granted to Price Appreciation for
Underlying Employees Exercise or Option Term
Options in Fiscal Base Price Expiration ------------------------
Name Granted (#) Year ($/Share) Date 5% 10%
- - ------------------ ----------- ---- --------- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Donald G. Johnston 10,000 10.8 9.31 11/11/2007 $ 58,573 $148,430
Richard C. Bailey 15,000 16.2 7.38 08/19/2007 $ 69,571 $176,307
Gary Robinson 15,000 16.2 6.00 05/12/2007 $ 56,600 $143,436
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to stock
options exercised during the last fiscal year by the Named Executive Officers,
the aggregate number of unexercised options to purchase Common Stock granted in
all years to the Named Executive Officers and held by them as of December 31,
1997, and the value of unexercised in-the-money options (i.e., options that had
a positive spread between the exercise price and the fair market value of the
Common Stock) as of December 31, 1997:
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at Year-End at Year-End
(#) ($)
Shares Value ------------ -------------
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
---- ------------ --------- ------------- -------------
<S> <C> <C> <C> <C>
Donald G. Johnston.................. ---- ---- 9,000/16,000 0/0
Richard C. Bailey................... ---- ---- 28,000/37,000 3,500/24,000
Gary Robinson....................... ---- ---- 0/15,000 0/39,375
</TABLE>
5
<PAGE> 9
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 1997. 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 1997 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 1997, the Committee imposed a sliding scale
for which no bonuses would be paid unless a minimum earnings per share of $.47
and a minimum growth rate in sales revenue of 12% was achieved. Under this
program, the Company paid a bonus of 95% of salary to each of Mr. Boyd and Mr.
Johnston and a bonus of 47.5% of salary to Mr. Bailey based upon achievement of
earnings per share of $.60 and a growth rate in sales revenue of 15%. The
current program for fiscal year 1998 also includes a sliding scale, pursuant to
which no bonuses will be paid unless a minimum earnings per share of $.72 and a
minimum growth rate in the combined sales revenue of the Company and its
subsidiary, Welborn Transport, Inc. of at least 20% is achieved. Under this
program, the Company will pay a maximum bonus of 110% of salary for Mr. Boyd,
Mr. Johnston, and Mr. Bailey if earnings per share are at least $.85 and a
growth rate in sales revenue of at least 80% is achieved.
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 94,000 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 Company granted an aggregate
of 1,000 stock options to one of its named executive officers. In 1997, the
Committee granted an aggregate of 45,000 shares to four executive officers whose
individual performance in the Committee's view, warranted an enhanced equity
position in the company.
6
<PAGE> 10
Chief Executive Officer. The salary established in 1997 for Mr.
Johnston, the chief executive officer of the Company, was based on the factors
and analysis described above. The Committee decided not to increase Mr.
Johnston's salary in 1997. Specific factors considered by the Committee include
the President's current responsibilities with the Company, the as yet early
stage of the Company's adjustment to increasingly difficult competitive
pressures in the industry, and the Company's executive bonus structure described
immediately above. There have been no base salary increases for Mr. Johnston
since 1994.
By the Members of the Compensation Committee:
Glyn E. Newton Paul G. Taylor Boyd Whigham W. Wyatt Shorter (Chairman)
Steve Silverman
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, 1997. 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 12/97
------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Boyd Bros Transportation Inc. $100 $ 90 $ 67 $ 64 $ 77
NASDAQ U.S. Companies $100 $105 $148 $182 $223
NASDAQ Trucking & Transportation $100 $ 94 $109 $121 $154
</TABLE>
* Initial public offering completed in May 10, 1994
7
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 1, 1997, RWSC Properties ("RWSC"), an Alabama general
partnership in which Mr. Welborn owns a twenty-five percent interest, entered
into a three-year lease agreement with Welborn Transport, Inc., a recently
acquired subsidiary of the Company. Under the lease agreement, RWSC has leased
to Welborn Transport, Inc. certain property for use as a trucking terminal at a
rate of $4,000 per month.
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 eight members but is anticipated to be increased to nine members by
resolution of the Board of Directors in anticipation of the 1998 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 1997, the Board of Directors held four meetings.
Presently, the Board has standing Audit, Compensation and Executive Committees,
which assist in the discharge of the Board's responsibilities. The Company does
not have a nominating committee. 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 1997.
The Compensation Committee consists of five 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, Steve Silverman and Boyd
Whigham. The Compensation Committee met four times during 1997.
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. The Executive
Committee does not have a chairman. The Executive Committee met eight times
during 1997.
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.
8
<PAGE> 12
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
GENERAL
Stockholders will vote on the election of three Directors, who will be
elected to serve a three-year term, until their successors have 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: Dempsey Boyd
and Boyd Whigham. The nominee for election at the Meeting is Miller Welborn.
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 1998 Annual Meeting.
DIRECTORS TO BE ELECTED TO SERVE UNTIL 2001
Dempsey Boyd, age 71, 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.
Boyd Whigham, age 62, 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. Prior to 1993, he
operated a general civil law practice in Clayton, Alabama and periodically
provided legal services to the Company and to Mr. Boyd.
Miller Welborn, age 39, co-founded Welborn Transport, Inc., an
Alabama-based flatbed trucking company, in 1989 and has served as its Chief
Executive Officer since such date. In connection with the Company's acquisition
of Welborn Transport, Inc. in December 1997, the Company and Mr. Welborn entered
into an agreement pursuant to which Mr. Welborn will be nominated to serve as a
Director of the Company so long as he remains employed by the Company.
INCUMBENT DIRECTORS WHOSE TERMS WILL EXPIRE IN 1999
Richard C. Bailey, age 47, has served as Senior Vice President and
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 59, 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.
Stephen J. Silverman, age 53, 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
9
<PAGE> 13
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.
INCUMBENT DIRECTORS WHOSE TERMS WILL EXPIRE IN 2000
Donald G. Johnston, age 61, 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 56, 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 66, 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.
RECOMMENDATION
The Board of Directors recommends a vote FOR all of the foregoing
nominees for Director.
10
<PAGE> 14
AMENDMENT OF 1994 STOCK OPTION PLAN
(PROPOSAL NO. 2)
Subject to certain adjustments, the maximum number of shares of Common
Stock that may be issued and sold under the Company's 1994 Stock Option Plan
(the "Plan") may not exceed an aggregate of 350,000 shares of Common Stock. As
of February 17, 1998, only 26,650 shares of Common Stock remained available for
purchase under 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
of 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. Accordingly, on
February 17, 1998, the Board of Directors of the Company unanimously adopted an
amendment (the "Amendment") to the Plan. The Amendment provides for an increase
in the number of shares of Common Stock that may be issued pursuant to the Plan
from 350,000 to 550,000 shares of Common Stock. The Board of Directors believes
that adoption of the Amendment is in the best interest 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.
GRANTS 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 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
All employees of the Company and its subsidiary, Welborn Transport,
Inc. (approximately 905 individuals), may be granted options by the Committee.
The Plan also provides that each non-employee director of
11
<PAGE> 15
the Company shall be granted, as of the date such person becomes a Director, an
option 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) 25,000
President, Chief Executive
Officer and Director
Dempsey Boyd (1) __
Chairman of the Board
Richard C. Bailey (1) 65,000
Senior Vice President,
Chief Financial Officer and Director
Gary Robinson (1) 15,000
Vice President of Operations
Executive Officer Group (1) 140,000
Non-Executive (1) 30,000
Director Group
Non-Executive Officer (1) 167,500
Employee Group
</TABLE>
- - -------------------
(1) The stock options were granted under the Plan at exercise prices
ranging from $6.00 to $11.00 per share. 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 20,
1998, the closing sale price of the Common Stock on the Nasdaq National
Market was $9.50.
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.
In addition to the stock option grants reflected in the table above,
on February 17, 1995, the Committee approved the conditional grant of options
to purchase 110,000 shares of Common Stock, subject to approval by the
stockholders of the Amendment.
OPTION RIGHTS
Option rights may constitute (i) stock options that are intended to
qualify as "incentive stock options", as such term is defined 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
12
<PAGE> 16
foregoing. The aggregate fair 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 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 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,
1998 and is not intended to be comprehensive 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) upon sale of the shares, appreciation (or depreciation) after the date
of exercise will be treated as either capital gain (or loss).
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
capital gain and any loss sustained will be a 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 option price
paid for such shares. Any further gain (or loss) realized by the participant
generally will be taxed as a capital gain (or loss).
13
<PAGE> 17
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 the 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.
APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 3)
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, 1998. 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.
14
<PAGE> 18
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 1999
Annual Meeting of Stockholders must be received by the Company on or before
December 16, 1998 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, 1997, 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 10, 1998
15
<PAGE> 19
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
<PAGE> 20
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
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.
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.
<PAGE> 21
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 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.
<PAGE> 22
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, 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
<PAGE> 23
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.
(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.
<PAGE> 24
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.
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.
<PAGE> 25
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.
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
<PAGE> 26
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.
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
<PAGE> 27
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.
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> 28
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
March 20, 1998 by the undersigned, at
the Annual Meeting of Stockholders to
be held on May 19, 1998, and at all
adjournments thereof. Management
recommends a vote in favor of all
nominees listed in Item 1 and in favor
of Proposals 2 and 3.
BOYD BROS. TRANSPORTATION INC.
3275 HIGHWAY 30
CLAYTON, ALABAMA 36016
Proxy
- - ---------------------------------------------------------
1. ELECTION OF DIRECTORS
Director Nominees: Dempsey Boyd, Boyd Whigham and Miller Welborn (each for a
3 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 RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. 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 AND 3.
Dated: , 1998
-----------------------
-------------------------------
-------------------------------
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.
