<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)
BOYD BROS. TRANSPORTATION INC.
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(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)
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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(1)Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE> 2
BOYD BROS. TRANSPORTATION INC.
3275 Highway 30
Clayton, Alabama 36016
April 9, 1999
Dear Stockholder:
It is my pleasure to invite you to the 1999 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 18, 1999, 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 approval of the Boyd Bros.
Transportation Inc. 1999 Stock Purchase 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, 1999. 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,
/s/ Dempsey Boyd
Dempsey Boyd
Chairman of the Board
<PAGE> 3
BOYD BROS. TRANSPORTATION INC.
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 18, 1999
---------------
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 18, 1999 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 one Director to hold office for a one-year term
expiring at the 2000 Annual Meeting of Stockholders and elect two
Directors to hold office for a three-year term expiring at the 2002
Annual Meeting of Stockholders;
(2) To approve the Boyd Bros. Transportation Inc. 1999
Employee Stock Purchase Plan;
(3) To ratify the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the year ending December 31, 1999;
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 19, 1999 are entitled to notice
of, and to vote at, the Meeting and any postponement or adjournment thereof.
By Order of the Board of Directors,
/s/ Gail B. Cooper
Gail B. Cooper
Secretary
Clayton, Alabama
April 9, 1999
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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.
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<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 18, 1999 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 9, 1999.
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 19, 1999 (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 3,552,887 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 approval of the Boyd Bros. Transportation Inc. 1999 Stock Purchase 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, 1999. 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 (the "Commission")) 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 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
<PAGE> 5
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 1998 Annual Report to Stockholders, which includes the
financial statements of the Company for the fiscal year ended December 31, 1998,
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, 1999, certain
information with respect to all stockholders known by the Company to be the
beneficial owners of more than five percent (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 four (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 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) 34.1%
Miller Welborn (2) ............................. 266,077 7.5%
Donald G. Johnston(4)........................... 31,114 *
Gail B. Cooper(2)............................... 401,000 (5) 11.2%
Ginger B. Tibbs(2).............................. 383,000 (6) 10.7%
Frances S. Boyd(2).............................. 1,211,516 (7) 34.1%
Richard C. Bailey............................... 63,150 (8) 1.8%
W. Wyatt Shorter................................ 14,500 (9) *
Boyd Whigham.................................... 13,300(10) *
Stephen J. Silverman............................ 6,000(11) *
Gary Robinson................................... 9,000(12) *
All Directors, Director Nominees and
Executive Officers as a group
(11 persons)................................... 2,398,657(13) 67.5%
</TABLE>
2
<PAGE> 6
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* 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, 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) Mr. Johnston resigned as Chief Executive Officer of the Company on July
16, 1998.
(5) Includes 16,000 shares obtainable by Ms. Cooper within 60 days of March
31, 1999 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 15,000 shares obtainable by Ms. Tibbs within 60 days of March
31, 1999 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 54,000 shares obtainable by Mr. Bailey within 60 days of March
31, 1999 upon the exercise of non-qualified stock options.
(9) Includes 7,500 shares obtainable by Mr. Shorter within 60 days of
March 31, 1999 upon the exercise of non-qualified stock options.
(10) Includes 7,500 shares obtainable by Mr. Whigham within 60 days of
March 31, 1999 upon the exercise of non-qualified stock options.
(11) Includes 5,000 shares obtainable by Mr. Silverman within 60 days of
March 31, 1999 upon the exercise of non-qualified stock options.
(12) Includes 9,000 shares obtainable by Mr. Robinson within 60 days of
March 31, 1999 upon 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.
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 (10%) 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
(10%) 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, 1998.
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, 1998, 1997 and 1996, respectively, to (a) each person who served as Chief
Executive Officer of the Company during the fiscal year most recently completed,
and (b) those executive officers of the Company who earned in excess of $100,000
(collectively with each Chief Executive Officer, the "Named Executive
Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSA-
ANNUAL COMPENSATION TION
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, 1998 $ 94,792 $265,417 -- -- $4,604
Chief Executive Officer ........ 1997 175,000 -- $1,844 10,000 4,686
1996 175,000 -- 2,067 -- 4,742
*Miller Welborn 1998 150,000 -- -- -- 2,211
Chief Executive Officer......... 1997 -- -- -- --
1996(3) -- -- -- -- --
Dempsey Boyd, 1998 164,535 166,250 993 -- 5,042
Chairman of the Board........... 1997 175,000 -- 1,161 -- 4,686
1996 175,000 -- 1,470 -- 4,742
Richard C. Bailey, 1998 130,833 57,000 -- 70,000 5,042
Executive Vice President and 1997 116,667 3,750 -- 15,000 3,799
Chief Financial Officer........ 1996 96,880 15,000 6,000 -- 3,778
Gary Robinson 1998 111,833 44,000 -- 15,000 2,702
Vice President of Operations.... 1997 67,856 35,675 -- 15,000 186
1996(4) -- -- -- -- --
</TABLE>
- ---------------
* Mr. Johnston resigned as Chief Executive Officer and Director of the
Company on July 16, 1998. Mr. Welborn was appointed as Acting Chief
Executive officer on July 17, 1998 and as the Chief Executive Officer
on February 16, 1999.
(1) Constitutes automobile allowances.
(2) Constitutes matching contributions by the Company to the 401(k) plan
($4,363 in 1998 to Mr. Johnston and $4,800 in 1998 to each of Messrs.
Boyd and Bailey and $4,500 in 1996 and 1997 to each of Messrs. Johnston
and Boyd and $3,536 in 1996 and $3,613 in 1997 to Mr. Bailey and $1,969
in 1998 for Mr. Welborn and $2,460 in 1998 for Mr. Robinson) and
payment of life insurance premiums ($242 in 1996 and $186 in 1997 and
$242 in 1998 for each of Messrs. Welborn, Johnston, Boyd, Bailey and
Robinson).
(3) Mr. Welborn joined the Company in December 1997.
(4) Mr. Robinson joined the Company in May 1997.
4
<PAGE> 8
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's 1994 Stock Option Plan to the Named Executive
Officers during the year ended December 31, 1998:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation for
Underlying Granted to Exercise or Option Term
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Donald G. Johnston.......... -- -- -- -- -- --
Miller Welborn.............. -- -- -- -- -- --
Dempsey Boyd................ -- -- -- -- -- --
Richard C. Bailey........... 35,000 20.6 8.00 08/18/2008 $176,090 $446,248
Richard C. Bailey........... 35,000 20.6 9.50 05/19/2008 $209,107 $529,919
Gary Robinson............... 15,000 8.8 9.50 05/12/2007 $ 89,617 $227,108
</TABLE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth information with respect to stock options
exercised during the last fiscal year by the Named Executive Officers, the
aggregate number of unexercised options to purchase Common Stock granted in all
years to the Named Executive Officers and held by them as of December 31, 1998,
and the value of unexercised in-the-money options (i.e., options that had a
positive spread between the exercise price and the fair market value of the
Common Stock) as of December 31, 1998:
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options Options
at Year-End at Year-End
(#) ($)
Shares Value ------------ --------------
Acquired on Realized Exercisable/ Exercisable/
Name Exercise (#) ($) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Donald G. Johnston ................ -- -- -- --
Miller Welborn .................... -- -- -- --
Dempsey Boyd ...................... -- -- -- --
Richard C. Bailey ................. -- -- 37,000/98,000 0/0
Gary Robinson ..................... -- -- 3,000/27,000 750/3,000
</TABLE>
5
<PAGE> 9
EMPLOYMENT AND OTHER AGREEMENTS
On December 8, 1997, in connection with the Company's acquisition of
Welborn Transport, Inc., the Company and Mr. Welborn entered into an employment
agreement (the "Employment Agreement") pursuant to which he was paid a base
salary of $150,000 during fiscal year 1998. On July 17, 1998, Mr. Welborn was
appointed Acting Chief Executive Officer and his base salary was increased to
$175,000. Both the Company and Mr. Welborn can terminate the Employment
Agreement without cause at anytime by mutual agreement in writing. In the event
the Company terminates Mr. Welborn's employment with the Company without cause,
the Company is obligated to continue to pay him his base salary through the end
of the term of the Employment Agreement. The Company may also terminate Mr.
Welborn's employment with the Company for "cause" (as defined in the Employment
Agreement). In the event of termination for cause, Mr. Welborn is entitled to
compensation and benefits, if any, only through the date of such notice of
termination. The Employment Agreement expires on December 8, 2000 but may be
extended for up to two (2) additional one (1) year periods at the option of the
Company.
On July 16, 1998, the Company entered into an Agreement and General Release
(the "Release Agreement") with Donald G. Johnston, the Company's then Chief
Executive Officer, pursuant to which Mr. Johnston retired from the Company.
Under his Release Agreement, Mr. Johnston is entitled to all of his retirement
benefits which were vested on July 31, 1998, all accrued vacation pay, and
continued participation in the Company's general health care and other welfare
benefit programs through the month in which Mr. Johnston attains the age of 65.
In addition, the Company paid Mr. Johnston $91,875 in lieu of an annual
performance bonus and is obligated to continue to fund Mr. Johnston's life
insurance policies at the current rate as of July 16, 1998. Mr. Johnston will
remain a consultant to the Company through July 31, 2001, pursuant to a
Consulting Agreement dated July 16, 1998 (the "Consulting Agreement"). Under the
Consulting Agreement, Mr. Johnston is entitled to receive a consulting fee of
$12,500.00 per month through January 31, 2001, up to a maximum aggregate of
$375,000 through the end of the term of the Consulting Agreement.
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 1998. 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 maintain high standards of efficiency, productivity and
safety. For a summary of 1998 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.
6
<PAGE> 10
Bonuses. For fiscal year 1998, the Committee imposed a sliding scale for
which no bonuses would be paid unless a minimum earnings per share of $.72 and a
minimum growth rate in sales revenue of 20% was achieved. Under this program,
the Company paid a bonus of 102% of salary to each of Messrs. Boyd, Welborn and
Bailey based upon achievement of earnings per share of $.87 and a growth rate in
sales revenue of 53%. Mr. Welborn's bonus was pro rated over the five and
one-half months during which he served as Chief Executive Officer of the
Company. The bonus for 1998 was paid in 1999. The current program for fiscal
year 1999 also includes a sliding scale, pursuant to which no bonuses will be
paid unless a minimum earnings per share of $.94 is achieved. Under this
program, the Company will pay a maximum bonus of 100% of salary to Messrs. Boyd,
Welborn, and Bailey if earnings per share are at least $1.29.
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. The Company has granted options to its
executive officers since then, most recently in 1998 when the Committee granted
an aggregate of 85,000 shares to two executive officers whose individual
performance in the Committee's view, warranted an enhanced equity position in
the Company.
Chief Executive Officer Compensation. During fiscal year 1998, Mr.
Welborn's base salary was $150,000, based on his Employment Agreement dated
December 8, 1997 in connection with the Company's acquisition of Welborn
Transport, Inc. His base salary was increased to $175,000 based on the factors
and analysis described above and in recognition of his increased
responsibilities. Mr. Johnston served as the Chief Executive Officer through
July 16, 1998 and his compensation is described above.
By the Compensation Committee: Boyd Whigham Stephen J. Silverman W. Wyatt
Shorter (Chairman)
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, 1998. 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.
[GRAPH]
<TABLE>
<CAPTION>
5/10/94* 12/94 12/95 12/96 12/97 12/98
-------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Boyd Bros Transportation Inc $100 $ 90 $ 67 $ 64 $ 77 $ 57
NASDAQ U.S. Companies $100 $105 $148 $182 $223 $314
NASDAQ Trucking & Transportation $100 $ 94 $109 $121 $154 $137
</TABLE>
* Initial public offering completed in May 10, 1994
7
<PAGE> 11
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 7, 1999, the Company repurchased from Donald G. Johnston, former
Chief Executive Officer of the Company, 500,000 shares of Common Stock. The
500,000 shares, representing approximately 12% of the Company's outstanding
Common Stock, were purchased for $7.32 per share, for a total purchase price of
$3,660,000.
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 (3) 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 was decreased
from nine (9) members to six (6) members by resolution of the Board of Directors
in anticipation of the 1999 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 1998, the Board of Directors held seven meetings. Presently,
the Board has standing Audit and Compensation 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 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 W. Wyatt Shorter and
Boyd Whigham. The Audit Committee met once during 1998.
The Compensation Committee consists of all Directors of the Company 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, Stephen J. Silverman and Boyd Whigham. The Compensation
Committee met twice during 1998.
Directors who are not executive officers of the Company receive an annual
retainer of $5,000, 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.
8
<PAGE> 12
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
GENERAL
Stockholders will vote on the election of three Directors, one will be
elected to serve a one-year term and two will be elected to serve a three-year
term, until his successor has been elected and qualified. As a result of the
reduction in the size of the Board of Directors from nine to six, the class of
Directors whose terms expire in 2001 consisted of three members while the class
of Directors whose terms expire in 1999 consisted of two members and the class
of Directors whose terms expire in 2000 consisted of one member. In order that
each class may be nearly as equal in number as possible, one member of the class
whose term expires in 2001, Miller Welborn, has agreed to stand for reelection
at the 1999 Annual Meeting of Stockholders.
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 Richard C. Bailey, Stephen
J. Silverman and Miller Welborn.
Based upon information received from the respective Directors, set forth
below is information with respect to the nominees for the Board of Directors, as
well as certain information concerning the Directors whose terms extend beyond
the 1999 Annual Meeting.
DIRECTOR TO BE ELECTED TO SERVE UNTIL 2000
Miller Welborn, age 40, has served as President and Chief Executive Officer
of the Company since July 17, 1998. Mr. Welborn co-founded Welborn in 1989 and
remained employed by Welborn as its Chief Executive Officer until July 17, 1998.
DIRECTORS TO BE ELECTED TO SERVE UNTIL 2002
Richard C. Bailey, age 48, has served as Executive 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.
Stephen J. Silverman, age 54, has been the President of Silver Solutions,
Inc., a transportation consulting firm 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.
INCUMBENT DIRECTOR WHOSE TERM WILL EXPIRE IN 2000
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.
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INCUMBENT DIRECTORS WHOSE TERMS WILL EXPIRE IN 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 Bullock 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.
RECOMMENDATION
The Board of Directors recommends a vote FOR all of the foregoing nominees
for Director.
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APPROVAL OF 1999 STOCK PURCHASE PLAN
(PROPOSAL NO. 2)
GENERAL
The Boyd Bros. Transportation Inc. 1999 Stock Purchase Plan (the "Plan")
was adopted by the Board of Directors on April 1, 1999, subject to approval by
the stockholders of the Company.
The following summary of the Plan is qualified in its entirety by reference
to the complete text of the Plan, attached hereto as Annex A.
PURPOSE
The purpose of the Plan is to advance the interests of the Company and its
stockholders by strengthening the Company's ability to attract and retain
employees who have the training, experience and ability to enhance the
profitability of the Company and to reward employees of the Company and its
subsidiaries upon whose judgment, initiative and effort the successful conduct
and development of their business largely depend. In addition, the Plan is
intended to qualify as an "employee stock purchase plan" within the meaning of
Section 423 of the Internal Revenue Code of 1986, as amended from time to time
(the "Code").
ADMINISTRATION
The Plan will be administered by the Compensation Committee of the Board of
Directors or such other committee of not less than two members of the Board of
Directors appointed by the Board of Directors (the "Committee"). The Committee
will have full authority to construe and interpret the Plan, and may establish
such policies or procedures and adopt such rules and regulations for
administration of the Plan as it deems appropriate.
ELIGIBILITY
Subject to certain procedural requirements, all employees of the Company or
of designated subsidiaries of the Company who have been employed for a period of
one year will be eligible to participate in the Plan, except that employees who
are, or would be following the purchase of Common Stock under the Plan, five
percent (5%) or more stockholders of the Company or of any subsidiary of the
Company will not be eligible to participate. The Company estimates that there
are approximately 75 employees who are potential participants in the Plan.
COMMON STOCK SUBJECT TO THE PLAN
The aggregate number of shares of Common Stock that may be purchased under
the Plan may not exceed 175,000. For purposes of the Plan, such Common Stock may
be shares of authorized but unissued or reacquired Common Stock.
AMENDMENT OR TERMINATION
The Board of Directors of the Company may amend the Plan from time to time
as it may determine. However, subject to certain adjustments, no amendments may
increase the aggregate number of shares of Common Stock that may be purchased
under the Plan or change the designation in employees eligible to participate in
the Plan without stockholder approval. In addition, the Plan may not be amended
in a manner that would cause the Plan to fail to meet the requirements of
Section 423 of the Code without stockholder approval. Subject to the rights of
participants who are entitled to purchase Common Stock pursuant to the Plan, the
Board of Directors may terminate the Plan at any time.
OFFERINGS
Pursuant to the Plan, during each offering period (generally a six-month
period, or such other period the Board of Directors may determine) each eligible
employee may make an election to authorize regular payroll deductions in
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<PAGE> 15
an amount not to exceed $75 per week, or $1,950 in the aggregate, during the
offering period for the purchase of shares of Common Stock.
Payroll deductions will be credited to recordkeeping accounts. At the end
of the offering period, shares of Common Stock will be purchased on behalf of
participating employees with their accumulated payroll deductions at a purchase
price equal to the lesser of: (i) ninety percent (90%) of the fair market value
of the Common Stock on the first day of the offering period or (ii) ninety
percent (90%) of the fair market value of the Common Stock on the last trading
day (as defined in the Plan) of the offering period. The fair market value will
be the closing bid price of the Common Stock for the first day of the offering
period or last trading day of the offering period, as reported by the NASDAQ
National Market System, or, in the event the Common Stock is listed on a stock
exchange, the fair market value per share will be the closing price on such
exchange on such date, as reported in the Wall Street Journal.
TRANSFERABILITY
Neither payroll deductions credited to a participant's account nor any
rights with regard to the purchase of shares of Common Stock that are granted to
a participant under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will or the laws of descent and
distribution, or as provided in the Plan) by the participant.
ADJUSTMENTS
The Committee may make or provide for adjustments in the purchase price and
in the number or kind of shares of the Common Stock or other securities covered
by the Plan and outstanding as the Committee may determine is equitably required
to prevent dilution or enlargement of the rights of participants that would
otherwise result from (i) any stock dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the
Company, (ii) any merger, consolidation, spin-off, split-off, spin-out,
split-up, separation, reorganization, partial or complete liquidation, or other
distribution of assets, issuance of rights or warrants to purchase stock, or
(iii) any other similar corporate transaction or event. Moreover, in the event
of any such corporate transaction or event, the Committee, may provide, in
substitution for any or all outstanding awards under the Plan, such alternative
consideration as it may determine to be equitable in the circumstances and may
require participants to surrender all awards that have been replaced, except
that in no event may the Committee substitute such alternative consideration
that would disqualify the Plan as an "employee stock purchase plan" within the
meaning of Section 423 of the Code.
TERM OF THE PLAN
Upon the requisite approval by the stockholders of the Company, the Plan
will become effective June 1, 1999 and will expire on the tenth anniversary of
the date the Plan was first adopted by the Board of Directors.
PLAN BENEFITS
The number of shares of Common Stock which may be purchased in the future
by employees is dependent on each employee's decision as to the extent, if any,
to participate in the Plan and, therefore, cannot be determined.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the federal income tax consequences
that may occur based on the federal income tax laws in effect on April 1, 1999.
This summary is not intended to be exhaustive and does not describe state or
local tax consequences.
TAX CONSEQUENCES TO EMPLOYEES
The Plan is intended to qualify as an "employee stock purchase plan" within
the meaning of Section 423 of the Code. Assuming the Plan qualifies under
Section 423 of the Code, participants will not recognize income for federal
income tax purposes either upon subscriptions under the Plan or upon purchases
of shares thereunder. All
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<PAGE> 16
tax consequences of purchasing shares under the Plan are deferred until the
participant sells or otherwise disposes of the shares or dies.
If the shares are held more than two years from the offering date and more
than one year after the transfer of such shares to such employee, the
participant will be taxed on the sale of such shares at long-term capital gains
rates, except to the extent that the participant realizes ordinary income under
Section 423(c) of the Code in an amount equal to the lesser of (i) 10% of the
fair market value of the shares on the first day of the offering period or (ii)
the amount by which the fair market value of the shares at the time of the sale
exceeds the purchase price.
If a participant should die owning shares acquired under the Plan, he or
she will be deemed to have disposed of his or her shares on the date of death
and will realize ordinary income to the extent of the ordinary income component
described in the preceding paragraph, but no capital gains will result until the
time of a subsequent sale, when the amount of gain will typically be equal to
the excess of the selling price over the fair market value of the shares on the
date of death or the alternative valuation date for federal estate tax purposes.
If shares acquired under the Plan are sold, exchanged or otherwise disposed
of before the end of the required holding periods described above, the
participant will, in the usual case, realize ordinary income at the time of
disposition equal to the excess of the fair market value of the shares on the
applicable purchase date over the purchase price of the shares. Any additional
gain on the sale or disposition should be taxable as capital gains, long-term or
short-term, depending on the holding period.
TAX CONSEQUENCES TO THE COMPANY
To the extent that an employee of the Company or any subsidiary realizes
ordinary income because he or she did not hold the stock more than two years
from the applicable offering date and more than one year after the transfer of
such shares to such employee, the Company or its subsidiary generally will be
entitled to a corresponding deduction in the year in which the disposition
occurs. Otherwise, no deduction is allowable to the Company with respect to
shares acquired under the Plan.
RECOMMENDATION
The Board of Directors recommends a vote FOR this proposal to approve the
Boyd Bros. Transportation Inc. 1999 Stock Purchase Plan.
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<PAGE> 17
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, 1999. 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 2000 Annual
Meeting of Stockholders must be received by the Company on or before December
10, 1999 to be included in the proxy materials of the Company relating to such
meeting. According to the rules under the Exchange Act, the Company may use
discretionary authority to vote proxies with respect to stockholder proposals to
be presented in person at the 2000 Annual Meeting if the stockholder making the
proposal has not given notice to the Company by February 24, 2000.
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, 1998, 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,
/s/ Gail B. Cooper
Gail B. Cooper
Secretary
Clayton, Alabama
April 9, 1999
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ANNEX A
BOYD BROS. TRANSPORTATION INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. PURPOSE
This 1999 Employee Stock Purchase Plan (the "Plan") is
intended to advance the interests of Boyd Bros. Transportation Inc. (the
"Company") and its stockholders by strengthening the Company's ability to
attract and retain employees who have the training, experience and ability to
enhance the profitability of the Company and to reward employees of the Company
and its subsidiaries upon whose judgment, initiative and effort the successful
conduct and development of their business largely depend. It is further intended
that options issued pursuant to this Plan shall constitute options issued
pursuant to an "employee stock purchase plan" within the meaning of Section 423
of the Internal Revenue Code of 1986, as amended from time to time (the "Code").
SECTION 2. DEFINITIONS
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Compensation Committee of the
Board of Directors or such other committee of not less than two members of the
Board of Directors appointed by the Board of Directors to administer this Plan.
(d) "Common Stock" shall mean the common stock of the
Company described in the Company's Certificate of Incorporation, as amended from
time to time.
(e) "Company" shall mean Boyd Bros. Transportation Inc., a
Delaware corporation.
(f) "Compensation" shall mean all basic straight time wages
and salary, including payments for overtime, commissions and bonuses, but
excluding Company contributions to profit sharing plans, and other extraordinary
compensation. Notwithstanding the foregoing, the Committee shall, in its
discretion, have the authority to exclude, with respect to all employees, any
other form of compensation from the definition of "Compensation," provided such
exclusion shall comply with Section 423(b)(5) of the Code.
(g) "Designated Subsidiary" shall mean a Subsidiary which
has been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
<PAGE> 19
(h) "Employee" shall mean any individual who is an employee
of the Company for purposes of tax withholding under Section 3401 of the Code
whose customary employment with the Company or any designated Subsidiary is at
least twenty (20) hours per week and more than five (5) months in any calendar
year. For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of
absence approved by the Company. Where the period of leave exceeds ninety (90)
days and the individual's right to reemployment is not guaranteed either by
statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.
(i) "Enrollment Date" shall mean the first day of each
Offering Period.
(j) "Exercise Date" shall mean the last Trading Day of each
Offering Period.
(k) "Offering Period" shall mean (i) the seven-month
exercise period commencing on June 1, 1999, and (ii) six-month exercise periods
commencing on January 1, 2000, and on each July 1 and January 1 thereafter while
the Plan is in effect, during which options granted pursuant to the Plan may be
exercised. The last Offering Period shall begin on January 1, 2009, unless the
Plan is sooner terminated in accordance with Section 22.
(l) "Plan" shall mean this Employee Stock Purchase Plan.
(m) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than fifty percent (50%) of the combined total voting
power of all issues of stock of such corporation are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
(n) "Trading Day" shall mean a day on which national stock
exchanges and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.
SECTION 3. ADMINISTRATION
(a) The Plan shall be administered by the Compensation
Committee of the Board of Directors or such other committee of not less than two
members of the Board of Directors appointed by the Board of Directors (the
"Committee") for said purpose. The majority of the Committee shall constitute a
quorum, and the action of a majority of the members of the Committee present at
any meeting at which a quorum is present, or acts unanimously approved in
writing, shall be the acts of the Committee.
(b) The interpretation and construction by the Committee of
any provision of the Plan or of any option granted under it shall be final. The
Committee may establish any policies or procedures which in the discretion of
the Committee are relevant to the operation and administration
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of the Plan and may adopt rules for the administration of the Plan. No member of
the Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.
SECTION 4. ELIGIBILITY
All employees (as defined in Section 2(h)) of the Company or
of any Designated Subsidiary (as defined in Section 2(g)) of the Company who
have been employed for a period of one year shall be offered options under the
Plan to purchase the Company's common stock, $.001 par value per share ("Common
Stock"), except that no employee shall be granted an option under the Plan if,
immediately after the option was granted, such employee would own stock
possessing 5 percent or more of the total combined voting power or value of all
classes of stock of the Company or of any subsidiary of the Company. For
purposes of this paragraph, stock ownership of an individual shall be determined
under the rules of Section 424(d) of the Code, and stock which the employee may
purchase under outstanding options shall be treated as owned by the employee.
SECTION 5. STOCK
The stock subject to the options granted under the Plan shall
be shares of authorized but unissued or reacquired Common Stock. The aggregate
number of shares which may be purchased under the Plan shall not exceed 175,000
shares of Common Stock. In the event that the number of shares with respect to
which options are to be exercised exceeds the number of shares available under
the Plan, the Committee shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
SECTION 6. OFFERING PERIODS
The Plan shall be implemented by consecutive Offering Periods,
the first of which shall begin on June 1, 1999 and end on December 31, 1999 with
new Offering Periods commencing on the first Trading Day of January and July of
each year beginning with the year 2000, or on such other date as the Board shall
determine, and continuing thereafter until the Offering Period beginning on
January 1, 2009 and ending on June 30, 2009, unless the Plan is terminated
sooner in accordance with Section 21 or 22 hereof. The Board shall have the
power to change the duration of Offering Periods with respect to future
offerings without stockholder approval if such change is announced at least
fifteen (15) days prior to the scheduled beginning of the first Offering Period
to be affected.
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SECTION 7. PARTICIPATION
(a) An eligible Employee may become a participant in the
Plan by completing a subscription agreement authorizing payroll deductions in
the form of Exhibit "A" to this Plan and filing it with the Company's payroll
office at such time as is specified by the Committee or the Company and is prior
to the applicable Enrollment Date (unless a later time for filing the
subscription agreement is set by the Board for all eligible Employees with
respect to a given Offering Period). Once properly made, an eligible Employee's
election to participate shall be automatically renewed for each subsequent
offering period, subject to any termination or withdrawal as provided in Section
12.
(b) Payroll deductions for a participant shall commence on the
first payroll disbursement date following the Enrollment Date and shall end on
the last payroll disbursement date in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as
provided in Section 12.
SECTION 8. PAYROLL DEDUCTIONS
(a) At the time a participant files his subscription
agreement, he shall elect to have payroll deductions from his Compensation made
on each payday during the Offering Period in a whole dollar amount not exceeding
$75 per week during the payroll period. The aggregate of such payroll deductions
during the Offering Period shall not exceed $1,950 of the participant's
Compensation during said Offering Period.
(b) All payroll deductions made for a participant shall be
credited to his account under the Plan and will be withheld in whole dollar
amounts only. A participant may not make any additional payments into such
account.
(c) A participant may discontinue his participation in the
Plan as provided in Section 12, or may decrease (but not increase) the dollar
amount of his payroll deductions during the offering period by completing or
filing with the Company a new authorization for payroll deduction. The change in
dollar amount shall be effective with the first payroll period beginning after
fifteen (15) days following the Company's receipt of the new authorization.
(d) At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under the Plan
is disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but will not be obligated to, withhold from the participant's
Compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
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SECTION 9. GRANT OF OPTION
(a) On the Enrollment Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date for such Offering Period (at the per
share option price) up to a number of shares of the Company's Common Stock
determined by dividing such Employee's payroll deductions accumulated prior to
such Exercise Date and retained in the Participant's account as of the Exercise
Date by the option price per share defined in paragraph (b) below; provided that
in no event shall an Employee be permitted to purchase during each Offering
Period more than a number of shares determined by dividing $1,950 by the option
price per share of the Company's Common Stock defined in paragraph (b) below,
and provided further that such purchase shall be subject to the limitations set
forth in Sections 4, 8 and 14. Exercise of the option shall occur as provided in
Section 10, unless the participant has withdrawn pursuant to Section 12, and
shall expire on the last day of the Offering Period. Fair market value of a
share of the Company's Common Stock shall be determined as provided in Section
9(b) herein.
(b) The option price per share of the shares offered in a
given Offering Period shall be the lower of: (i) ninety percent (90%) of the
fair market value of a share of the Company's Common Stock on the Enrollment
Date for the applicable Offering Period or (ii) ninety percent (90%) of the fair
market value of a share of the Company's Common Stock on the Exercise Date. The
fair market value shall be the closing bid price of the Common Stock for the
applicable Enrollment Date or Exercise Date, as reported by the NASDAQ National
Market System, or, in the event the Common Stock is listed on a stock exchange,
the fair market value per share shall be the closing price on such exchange on
such date, as reported in the Wall Street Journal. In the event the Enrollment
Date or the Exercise Date occurs on a weekend or legal holiday, the fair market
value shall be based on the closing bid price on the next Trading Day.
SECTION 10. EXERCISE OF OPTION
Unless a participant withdraws from the Plan as provided in
Section 12 below, his option for the purchase of shares will be exercised
automatically on the Exercise Date, and the maximum number of full shares
subject to option shall be purchased for such participant at the applicable
option price with the accumulated payroll deductions in his account. In no event
can an option be exercised after the expiration of twenty-seven (27) months from
the date such option is granted. No fractional shares will be purchased. During
a participant's lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her, except as provided in Section 15 hereof.
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SECTION 11. DELIVERY
As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange the delivery to each participant, as
appropriate, a certificate representing the shares purchased upon exercise of
his option. Any cash remaining to the credit of a participant's account under
the Plan after a purchase by him of shares at the termination of each Offering
Period, or which is insufficient to purchase a full share of Common Stock of the
Company, shall be carried over and credited to that participant's account for
the purchase of Common Stock in the next Offering Period, unless the participant
withdraws from the Plan as provided in Section 12 below in which case such cash
shall be returned to said participant.
SECTION 12. WITHDRAWAL; TERMINATION OF EMPLOYMENT
(a) A participant may withdraw all, but not less than all, of
the payroll deductions credited to his account and not yet used to exercise his
option under the Plan at any time by giving written notice to the Company in the
form of Exhibit "B" to this Plan. All of the participant's payroll deductions
credited to his account will be paid to such participant promptly after receipt
of notice of withdrawal and such participant's option for the Offering Period
will be automatically terminated, and no further payroll deductions for the
purchase of shares will be made during the Offering Period. If a participant
withdraws from an Offering Period, payroll deductions will not resume at the
beginning of the succeeding Offering Period unless the participant delivers to
the Company a new subscription agreement in accordance with Section 7 hereof.
(b) Upon a participant's ceasing to be an Employee for any
reason or upon termination of a participant's employment relationship (as
described in Section 2(h)), the payroll deductions credited to such
participant's account during the Offering Period but not yet used to exercise
the option will be returned to such participant or, in the case of his death, to
the person or persons entitled thereto under Section 14, and such participant's
options will be automatically terminated.
(c) In the event an Employee fails to remain an Employee of
the Company for at least twenty (20) hours per week during an Offering Period in
which the Employee is a participant, he will be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to his account will
be returned to such participant and such participant's options terminated.
(d) A participant's withdrawal from an Offering Period will
not have any effect upon his eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering Periods
which commence after the termination of the Offering Period from which the
participant withdraws.
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SECTION 13. INTEREST
No interest shall accrue on the payroll deductions of a
participant in the Plan.
SECTION 14. DESIGNATION OF BENEFICIARY
(a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to (i) participant's spouse, or (ii) if no spouse is
then living, the participant's children (who shall share the amounts payable
equally), or (iii) if no such children are then living, then the participant's
grandchildren (who shall share the amounts payable equally), or (iv) if no such
grandchildren are then living, then the participant's siblings (who shall share
the amounts payable equally), or (v) if no such sibling is then living, then the
participant's parents (who shall share the amounts payable equally).
SECTION 15. TRANSFERABILITY
Neither payroll deductions credited to a participant's account
nor any rights with regard to the exercise of an option or to receive shares
under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way (other than by will or the laws of descent and distribution, or as
provided in Section 12 hereof) by the participant. Any such attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with Section 12.
SECTION 16. USE OF FUNDS
All payroll deductions received or held by the Company under
the Plan may be used by the Company for any corporate purpose, and the Company
shall not be obligated to segregate such payroll deductions.
7
<PAGE> 25
SECTION 17. REPORTS
Individual accounts will be maintained for each participant in
the Plan. Statements of account will be given to participating Employees at
least annually, which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares purchased and the
remaining cash balance, if any.
SECTION 18. ADJUSTMENTS
(a) The Committee may make or provide for such adjustments in
the option price and in the number or kind of shares of the Common Stock or
other securities covered by outstanding options as the Committee in its sole
discretion, exercised in good faith, may determine is equitably required to
prevent dilution or enlargement of the rights of optionees that would otherwise
result from (i) any stock dividend, stock split, combination of shares,
recapitalization or other change in the capital structure of the Company, (ii)
any merger, consolidation, spin-off, split-off, spin-out, split-up, separation,
reorganization, partial or complete liquidation, or other distribution of
assets, issuance of rights or warrants to purchase stock, or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing.
Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding awards under
this Plan such alternative consideration as it, in good faith, may determine to
be equitable in the circumstances and may require in connection therewith the
surrender of all awards so replaced, except that in no event shall the Committee
substitute such alternative consideration that would disqualify this Plan as an
"employee stock purchase plan" within the meaning of Section 423 of the Code.
The Committee may also make or provide for such adjustments in the number or
kind of shares of the Common Stock or other securities which may be sold under
the Plan as the Committee in its sole discretion, exercised in good faith, may
determine is appropriate to reflect any transaction or event described in clause
(i) of the preceding sentence.
(b) The grant of an option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes in its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell or
transfer all or any part of its business or assets.
SECTION 19. RIGHTS AS A STOCKHOLDER
An optionee shall have no rights as a stockholder with respect
to any Common Stock covered by his option until the exercise date following
payment in full. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date of such exercise,
except as provided in Section 18 of the Plan.
8
<PAGE> 26
SECTION 20. CONDITIONS UPON ISSUANCE OF SHARES; NONDISTRIBUTION PURPOSE
(a) Shares will not be issued with respect to an option unless
the exercise of such option and the issuance and delivery of such shares
pursuant thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the Securities Act of 1933, as amended
(the "Securities Act"), the Securities Exchange Act of 1934, as amended, the
rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
(b) Unless the Common Stock subject to options under the Plan
is registered under the Securities Act, each option under the Plan shall be
granted on the condition that the purchases of stock thereunder shall not be
made with a view to resale or distribution or any participation therein. Resales
of such stock without registration under the Securities Act may not be made
unless, in the opinion of counsel for the Company, such resale is permissible
under the Securities Act and any other applicable law, regulation or rule of any
governmental agency.
(c) The Company shall have the right to pay (or to retain in a
participant's account) cash in lieu of any fractional shares of Common Stock
under the Plan.
(d) The option agreements authorized under the Plan shall
contain such other provisions as the Committee may deem advisable, provided that
no such provisions may in any way be in conflict with the terms of the Plan.
SECTION 21. TERM OF PLAN
Options granted pursuant to the Plan shall be granted within a
period of 10 years from the date the Plan is adopted by the Board of Directors.
SECTION 22. AMENDMENT OR TERMINATION OF THE PLAN
(a) The Plan may be amended from time to time by the Board of
Directors of the Company, but without further approval of the stockholders, no
such amendment shall increase the aggregate number of shares of Common Stock
that may be issued and sold under the Plan (except that adjustments authorized
by the last sentence of Section 18(a) of the Plan shall not be limited by this
provision) or change the designation in Section 4 of the class of employees
eligible to receive options. Furthermore, the Plan may not, without further
approval of the stockholders, be amended in any manner that would cause options
issued under it to fail to meet the requirements applicable to "employee stock
purchase plans" as defined in Section 423 of the Code. The Plan may be
terminated at any time by the Board of Directors of the Company, subject to the
rights of outstanding optionees.
9
<PAGE> 27
(b) Without stockholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or the Committee) shall be entitled to change the Offering Periods,
change the purchase price in order to avoid a charge to the Company's earnings
under applicable financial accounting standards or principles, limit the number
of shares available for purchase during an Offering Period, limit the frequency
and/or number of changes in the amount withheld during an Offering Period,
permit withholding in excess of the amount designated in order to adjust for
delays or mistakes in the Company's processing of properly completed withholding
elections, establish reasonable waiting and adjustment periods and/or accounting
and crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each participant properly correspond with amounts withheld from
the participant's Compensation, and establish such other limitations or
procedures as the Committee determines in its sole discretion advisable which
are not inconsistent with the Company's compensation policies.
SECTION 23. COORDINATION WITH SECTION 401(K) PLAN
In the case of any Employee who is a participant in this Plan,
who is also a participant in the Boyd Bros. Transportation Inc. 401(k) Profit
Sharing Plan ("Profit Sharing Plan") and who withdraws an amount from his
account under the Profit Sharing Plan in order to satisfy an "immediate and
heavy financial need" of the participant or otherwise withdraws an amount from
the Profit Sharing Plan on account of the "hardship of the employee" (determined
in accordance with the standards of Section 401(k)(2)(B)(i) of the Code), then
such Employee shall have his payroll deductions under this Plan suspended until
the first payroll period that begins after the first anniversary of the date of
payment of the withdrawal.
SECTION 24. NOTICES
All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
SECTION 25. GENDER
For purposes of this Plan, words used in the masculine gender
shall include the feminine and neuter, and the singular shall include the plural
and vice versa, as appropriate.
10
<PAGE> 28
SECTION 26. NO CONTRACT OF EMPLOYMENT
Nothing contained in the Plan or the payment of any benefits
under the Plan shall give any Employee, whether or not a participant, any rights
to continued employment. All employees remain subject to termination, layoff, or
discipline as if the Plan had not been put into effect.
SECTION 27. APPROVAL OF STOCKHOLDERS
The Plan shall not take effect until adopted by the unanimous
written consent of the holders of all of the shares of Common Stock, or the
affirmative vote of the holders of a majority of the shares of Common Stock
actually voting on the Plan in person or by proxy at a meeting at which a quorum
representing a majority of the outstanding Common Stock is present in person or
by proxy, which approval must occur within the period of 12 months before and 12
months after the date the Plan is adopted by the Board of Directors.
11
<PAGE> 29
EXHIBIT "A"
BOYD BROS. TRANSPORTATION INC.
EMPLOYEE STOCK PURCHASE PLAN
ENROLLMENT FORM
Date of enrollment:
--------------------
1. I hereby elect to participate in the Boyd Bros. Transportation Inc.
Employee Stock Purchase Plan (the "Stock Purchase Plan") and subscribe
to purchase shares of the Company's Common Stock, $.001 par value, in
accordance with this enrollment form and the Stock Purchase Plan.
2. I hereby authorize the Company to deduct from each paycheck $______
(not to exceed $75.00 per week) of my net pay for each payday during
this Offering Period, and each subsequent offering period during which
I am eligible to participate, in accordance with the provisions of the
Stock Purchase Plan.
3. I understand that these payroll deductions shall be accumulated for the
purchase of shares of Common Stock, $.001 par value, at the applicable
purchase price determined in accordance with the Stock Purchase Plan. I
further understand that, except as otherwise set forth in the Stock
Purchase Plan, unless I withdraw from the Stock Purchase Plan by giving
written notice to the Company, shares will be purchased for me
automatically on the Exercise Date of each offering period subsequent
to my filing of this enrollment form.
4. I understand that, before the Exercise Date for this Offering Period,
the Company will provide me with a copy of the Company's most recent
prospectus describing the Stock Purchase Plan, and thereafter will
provide me with annual updates and copies of any revised versions of
the prospectus. Therefore, before my options received under the Plan
are exercised to purchase Shares, I will have the opportunity (after
receiving the prospectus and before the Exercise Date) to withdraw
from the Plan and have returned to me all the money that was deducted
from my pay for the purpose of purchasing shares. I acknowledge that I
have received a copy of the complete "Boyd Bros. Transportation Inc.
Employee Stock Purchase Plan." I understand that my participation in
the Stock Purchase Plan is in all respects subject to the terms of the
Plan.
5. Shares purchased for me under the Stock Purchase Plan should be issued
in the name(s) of:
Your name
-----------------------------------------------------
As you wish it to appear on the stock certificate
12
<PAGE> 30
6. I understand that if I dispose of any shares received by me pursuant to
the Plan, either (1) within two (2) years after the offering date (the
first day of the offering period during which I purchased such shares)
or (2) within one (1) year after the date on which such shares were
transferred to me, I will be treated for federal income tax purposes as
having received ordinary income at the time of such disposition in an
amount equal to the excess of the fair market value of the shares at
the time such shares were transferred to me over the price which I paid
for the shares.
I hereby agree to notify the Company in writing within thirty (30) days
after the date of any such disposition and I will make adequate
provision for federal, state or other tax withholding obligations, if
any, which arise upon the disposition of the Common Stock. Boyd Bros.
Transportation Inc. may, but will not be obligated to, withhold from my
compensation the amount necessary to meet any applicable withholding
obligation.
However, if I dispose of such shares at any time after the expiration
of the two-year and one-year holding periods, I understand that, under
current tax laws, I will be treated for federal income tax purposes as
having received income only at the time of such disposition, and that
such income will be treated as ordinary income only to the extent of an
amount equal to the lesser of (1) the excess of the fair market value
of the shares at the time of such disposition over the purchase price
which I paid for the shares under the option or (2) the excess of the
fair market value of the shares over the option price, measured as if
the option had been exercised on the Offering Date. The remainder of
the gain or loss, if any, recognized on such disposition will be
treated as a capital gain or loss.
7. I hereby agree to be bound by the terms of the Stock Purchase Plan. I
understand that my enrollment is dependent upon my eligibility to
participate in the Stock Purchase Plan.
8. I further acknowledge and understand that the Company's obligation to
sell shares to me is conditional upon compliance with all applicable
federal and state securities laws, and specifically conditional upon
the existence of an effective registration statement regarding the
shares which I will purchase on the date of that purchase.
13
<PAGE> 31
9. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the
Stock Purchase Plan:
-----------------------------------------------------------------------
NAME: (Please print) (First) (Middle) (Last)
----------------------------------------------------------------------
(Relationship)
-----------------------------------------------------------------------
(Address)
-----------------------------------------------------------------------
NAME: (Please print) (First) (Middle) (Last)
-----------------------------------------------------------------------
(Relationship)
-----------------------------------------------------------------------
(Address)
-----------------------------------------------------------------------
NAME: (Please print) (First) (Middle) (Last)
-----------------------------------------------------------------------
(Relationship)
-----------------------------------------------------------------------
(Address)
Note: You may use the back side of this form to list any additional
beneficiary(ies) than those above or attach a list of your own.
14
<PAGE> 32
*********
Employee's Name
(Please print clearly)
-----------------------------------------------
Employee's Social
Security Number:
-----------------------------------------------
Employee's Address: -----------------------------------------------
-----------------------------------------------
-----------------------------------------------
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT
THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. I
CERTIFY THAT THE INFORMATION ON THIS FORM IS ACCURATE AND COMPLETE.
DATED:
--------------------------
----------------------------------
SIGNATURE OF EMPLOYEE
15
<PAGE> 33
EXHIBIT "B"
BOYD BROS. TRANSPORTATION INC.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned, a participant in the Boyd Bros. Transportation Inc.
Employee Stock Purchase Plan for the Offering Period which began on ___________,
19 _____ (the "Enrollment Date"), hereby notifies the Company that he or she
hereby withdraws from the offering. The undersigned hereby directs the Company
to pay him or her, as promptly as practicable, all the payroll deductions
credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering
Period will be automatically terminated. The undersigned understands further
that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new
subscription agreement.
Name and Address of Participant:
-----------------------------------------
-----------------------------------------
-----------------------------------------
-----------------------------------------
Participant's Social
Security Number:
-------------------------
----------------------------------
Signature
Date:
-----------------------------
16
<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
March 19, 1999 by the undersigned, at
the Annual Meeting of Stockholders to
be held on May 18, 1999, and at all
adjournments thereof. Management
recommends a vote in favor of all
nominees listed in Item 1 and in favor
of Proposal 2 and Proposal 3.
BOYD BROS. TRANSPORTATION INC.
3275 HIGHWAY 30
CLAYTON, ALABAMA 36016 Proxy
- ---------------------------------------
1. ELECTION OF DIRECTORS
Director Nominees: Miller Welborn (for a one year term) and Richard C.
Bailey and Stephen J. Silverman (each for a three 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 APPROVE THE BOYD BROS. TRANSPORTATION INC. 1999 STOCK PURCHASE
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 PROPOSAL 2 AND PROPOSAL 3.
Dated: , 1999
-----------------------
-------------------------------
-------------------------------
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.
