<PAGE>
Registration No. 333-06569
As filed with the Securities and Exchange Commission on August 28, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________
AASCHE TRANSPORTATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3964954
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10214 North Mt. Vernon Road (815) 864-2421
Shannon, Illinois 61078 (Telephone number, including
(Address, Including Zip Code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
AASCHE TRANSPORTATION SERVICES, INC. STOCK OPTION PLAN
(Full Title of the Plan)
Mr. Larry L. Asche Copy to:
Chairman and Chief Operating Officer Joel R. Schaider, Esq.
Aasche Transportation Services, Inc. Sachnoff & Weaver, Ltd.
10214 North Mt. Vernon Road 30 South Wacker Drive, Suite 2900
Shannon, Illinois 61078 Chicago, Illinois 60606
(815) 864-2421 (312) 207-1000
(Name, address, including zip code and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering registration fee(2)
registered(1) registered(1) share(2) price(2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 225,000 $4.53 $1,019,250 $301
value $.0001 per
share
=====================================================================================================================
</TABLE>
(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution
provisions contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on
the NASDAQ/National Market System on August 26, 1998.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the Securities
Act of 1933, File No. 333-06569, which was filed with the Commission on June 21,
1996, are incorporated by reference in this Post-Effective Amendment No. 1 to
the Form S-8 Registration Statement.
2
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Shannon, State of Illinois, on the 26th day of
August, 1998.
Aasche Transportation Services, Inc.
By: /s/ Larry L. Asche
-----------------------------------------
Larry L. Asche
Chief Operating Officer
3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 26th day of August, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Larry L. Asche Chairman and Chief Operating Officer and Director
- ------------------------- (Principal Executive Officer)
Larry L. Asche
/s/ Kevin M. Clark Chief Executive Officer, President and Director
- -------------------------
Kevin M. Clark
/s/ Leon M. Monachos Chief Financial Officer (Principal Financial Officer
- ------------------------- and Principal Accounting Officer) and Director
Leon M. Monachos
* Director
- -------------------------
Diane L. Asche
* Director
- -------------------------
Steven R. Green
* Director
- -------------------------
Richard S. Baugh
*By: /s/ Larry L. Asche
-------------------------
Larry L. Asche,
Attorney-in-fact
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibit Page Number
------- ---------------------- -----------
<C> <S> <C>
4.1 Certificate of Incorporation of Aasche Transportation *
Services, Inc., as amended
4.2 By-Laws of Aasche Transportation Services, Inc. *
4.3 Aasche Transportation Services, Inc. Stock Option Plan
5 Opinion of Sachnoff & Weaver, Ltd. with regard to the
legality of the securities being registered
23.1 Consent of Ernst & Young, LLP with respect to the
financial statements of the Company
23.2 Consent of Baird, Kurtz & Dobson, with respect to the
financial statements of Polar Express Corporation
</TABLE>
* Filed as an exhibit to the Company's Registration Statement on Form S-1,
Registration Statement on Form SB-2, Registration Statement No. 33-81942C,
declared effective by the Securities and Exchange Commission on September
23, 1994, and incorporated herein by reference.
5
<PAGE>
Exhibit 4.3
AASCHE TRANSPORTATION SERVICES, INC.
STOCK OPTION PLAN
<PAGE>
I. PURPOSE AND DEFINITIONS
A. PURPOSE OF THE PLAN
The Aasche Transportation Services, Inc. Stock Option Plan, which is
effective as of June 1, 1996, is an amendment and restatement of the
Aasche Transportation Services, Inc. Key Employee Incentive Stock
Option Plan (the "Prior Plan"), and reflects (i) certain design
changes to the Prior Plan, and (ii) the merger into the Prior Plan
of a number of plans and agreements previously maintained by the
Company and certain of its Affiliates. The plans and agreements that
have been merged into the Plan are set forth in Exhibit A to the
Plan (the "Exhibit A Plans").
The Plan is intended to encourage ownership of Shares by Key
Employees and Key Non-Employees in order to attract and retain such
Key Employees in the employ of the Company or an Affiliate, or to
attract such Key Non-Employees to provide services to the Company or
an Affiliate, and to provide additional incentive for such persons
to promote the success of the Company or an Affiliate.
The restatement of the Prior Plan and the merger into the Plan of
the Exhibit A Plans shall not in any way affect the rights of
individuals who participated in the Prior Plan and the Exhibit A
Plans in accordance with their provisions. All matters relating to
eligibility for Options and the number of Options to which such
individuals may be entitled based upon events occurring prior to the
adoption of this Plan shall, except as otherwise expressly provided
herein, be determined in accordance with the applicable provisions
of the Prior Plan and the Exhibit A Plans.
B. DEFINITIONS
Unless otherwise specified or unless the context otherwise requires,
the following terms, as used in this Plan, have the following
meanings:
1. Affiliate means a corporation which, for purposes of Section
422 of the Code, is a parent or subsidiary of the Company,
direct or indirect.
2. Board means the Board of Directors of the Company.
3. Code means the Internal Revenue Code of 1986, as amended.
4. Committee means the committee to which the Board delegates the
power to act under or pursuant to the provisions of the Plan
(which committee may be the Compensation Committee of the
Board), or the Board if no committee is selected. If the Board
delegates powers to a committee, and if the Company is subject
to Section 16 of the Exchange Act, then, if necessary for
compliance therewith, such committee shall consist initially of
not less than two (2) members of the Board, each member of
which must be a "disinterested person" or Nonemployee Director,
within the meaning of the applicable rules promulgated pursuant
to the Exchange Act. If the Company is subject to Section 16 of
the Exchange Act, no member of the Committee shall receive any
Option pursuant to the Plan or any similar plan of the Company
or any Affiliate while serving on the Committee, other than
pursuant to Article VI hereof, or shall have received any
Option at any time within one (1) year prior to his or her
service on the Committee or, if different, for the time period
necessary to fulfill the then current Rule 16b-3 requirements
under the Exchange Act, unless otherwise permitted by the
Exchange Act or any rules promulgated thereunder.
Notwithstanding anything herein to the contrary, and insofar as
it is necessary in order for compensation recognized by
Participants pursuant to the Plan to be fully deductible to the
Company for federal income tax purposes, each member of the
Committee also shall be an "outside
<PAGE>
director" (as defined in regulations or other guidance issued
by the Internal Revenue Service under Code Section 162(m)).
5. Company means Aasche Transportation Services, Inc., a Delaware
corporation, and includes any successor or assignee corporation
or corporations into which the Company may be merged, changed,
or consolidated; any corporation for whose securities the
securities of the Company shall be exchanged; and any assignee
of or successor to substantially all of the assets of the
Company.
6. Disability or Disabled means permanent and total disability as
defined in Section 22(e)(3) of the Code.
7. Exchange Act means the Securities Exchange Act of 1934, as
amended from time to time, or any successor statute thereto.
8. Formula Option means a Nonstatutory Option granted
automatically to a Nonemployee Director in accordance with
Article VI of the Plan.
9. Incentive Option means an Option which, when granted, is
intended to be an "incentive stock option," as defined in
Section 422 of the Code.
10. Key Employee means an employee of the Company or of an
Affiliate (including, without limitation, an employee who also
is serving as an officer or director of the Company or of an
Affiliate), designated by the Board or the Committee as being
eligible to be granted one or more Options under the Plan;
provided, however, that Larry L. Asche, Diane L. Asche, and
Kevin M. Clark shall not be eligible to be granted Options
hereunder except to the extent they have received Options under
the Exhibit A Plans.
11. Key Non-Employee means a Nonemployee Director or advisor of the
Company or of an Affiliate who is designated by the Board or
the Committee as being eligible to be granted one or more
Options under the Plan.
12. Nonemployee Director is a director of the Company who is not an
employee of the Company or any of its Affiliates.
13. Nonstatutory Option means an Option which, when granted, is not
intended to be an "incentive stock option," as defined in
Section 422 of the Code.
14. Option means a right, option or warrant granted under the Plan.
15. Option Agreement means an agreement between the Company and a
Participant executed and delivered pursuant to the Plan.
16. Participant means a Key Employee to whom one or more Incentive
Options or Nonstatutory Options are granted under the Plan, and
a Key Non-Employee to whom one or more Nonstatutory Options are
granted under the Plan.
17. Plan means the Aasche Transportation Services, Inc. Stock
Option Plan, as amended from time to time.
2
<PAGE>
18. Shares means the following shares of the capital stock of the
Company as to which Options have been or may be granted under
the Plan: treasury shares or authorized but unissued Common
Stock, $.0001 par value, or any shares of capital stock into
which the Shares are changed or for which they are exchanged
within the provisions of Article VII of the Plan.
II. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares as to which Options may be granted from
time to time shall be Eight Hundred Sixty-four Thousand Six Hundred
(864,600) Shares (subject to adjustment for stock splits, stock
dividends, and other adjustments described in Article VII hereof);
provided, however, that if the Company is a publicly held corporation, as
such term is defined under Section 162(m) of the Code, the aggregate
number of Shares as to which Options may be granted in any calendar year
to any one Key Employee shall not exceed one hundred fifty thousand
(150,000) (subject to adjustment for stock splits, stock dividends, and
other adjustments described in Article VII hereof).
If an Option ceases to be "outstanding," in whole or in part, the Shares
which were subject to such Option, if the Option was not exercised, shall
be available for the granting of other Options. Any Option shall be
treated as "outstanding" until such Option is exercised in full,
terminates or expires under the provisions of the Plan or Option
Agreement, or is cancelled by agreement of the Company and the
Participant.
Subject to the provisions of Article VII, the aggregate number of Shares
as to which Options may be granted shall be subject to change only by
means of an amendment of the Plan duly adopted by the Company and
approved by the stockholders of the Company within the earlier of one
year before or after the date of the adoption of any such amendment or
such other time period as may be required by the Exchange Act, if
applicable.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum at any meeting thereof (including by
telephone conference) and the acts of a majority of the members present,
or acts approved in writing by a majority of the entire Committee without
a meeting, shall be the acts of the Committee for purposes of this Plan.
The Committee may authorize one or more of its members or an officer of
the Company to execute and deliver documents on behalf of the Committee.
A member of the Committee shall not exercise any discretion respecting
himself or herself under the Plan. The Board shall have the authority to
remove, replace or fill any vacancy of any member of the Committee upon
notice to the Committee and the affected member. Any member of the
Committee may resign upon notice to the Board. The Committee may allocate
among one or more of its members, or may delegate to one or more of its
agents, such duties and responsibilities as it determines.
Subject to the provisions of the Plan, the Committee is authorized to:
A. interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems
necessary or advisable for the administration of the Plan;
B. determine which employees of the Company or of an Affiliate shall be
designated as Key Employees and which of the Key Employees shall be
granted Options;
C. determine the Key Non-Employees to whom Nonstatutory Options shall be
granted;
D. determine whether the Option to be granted shall be an Incentive
Option or Nonstatutory Option;
3
<PAGE>
E. determine the number of Shares for which an Option or Options shall be
granted;
F. provide for the acceleration of the right to exercise an Option (or
portion thereof); and
G. specify the terms and conditions upon which Options may be granted;
provided, however, that with respect to Incentive Options, all such
interpretations, rules, determinations, terms, and conditions shall be
made and prescribed in the context of preserving the tax status of the
Incentive Options as incentive stock options within the meaning of
Section 422 of the Code.
All determinations of the Committee shall be made by a majority of its
members and shall be reduced to writing and signed by a majority. 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.
IV. ELIGIBILITY FOR PARTICIPATION
The Committee may at any time and from time to time grant one or more
Options to one or more Key Employees and may designate the number of
Shares to be subject to each Option so granted, provided, however, that
(i) each Participant receiving an Incentive Option must be a Key Employee
of the Company or of an Affiliate at the time an Incentive Option is
granted; (ii) no Incentive Options shall be granted after the expiration
of ten (10) years from the earlier of the date of the adoption of the
Plan by the Company or the approval of the Plan by the stockholders of
the Company; and (iii) the fair market value of the Shares (determined at
the time the Option is granted) as to which Incentive Options are
exercisable for the first time by any Key Employee during any single
calendar year (under the Plan and under any other incentive option plan
of the Company or an Affiliate) shall not exceed $100,000.
Notwithstanding the foregoing, if the Company is subject to Section 16 of
the Exchange Act, then no individual who is a member of the Committee
shall be eligible to receive an Option, except as otherwise provided for
under Article VI for Formula Options. If the Company is not subject to
Section 16 of the Exchange Act, then no individual who is a member of the
Committee shall be eligible to receive an Option under the Plan unless
the granting of such Option shall be approved by the Committee, with all
of the members voting thereon being disinterested members. For the
purpose of this Article IV, a "disinterested member" shall be any member
who shall not then be, or at any time within the year prior thereto have
been, granted an Option under the Plan or any other plan of the Company
or an Affiliate.
Notwithstanding any of the foregoing provisions, the Committee may
authorize the grant of an Option to a person not then in the employ of
the Company or of an Affiliate, conditioned upon such person becoming
eligible to become a Participant at or prior to the execution of the
Option Agreement evidencing the actual grant of such Option.
V. TERMS AND CONDITIONS OF OPTIONS
Each Option shall be set forth in an Option Agreement, duly executed on
behalf of the Company and by the Participant to whom such Option is
granted. Except for the setting of the Option price under Paragraph A, no
Option shall be granted and no purported grant of any Option shall be
effective until such Option Agreement shall have been duly executed on
behalf of the Company and by the Participant. Each such Option Agreement
shall be subject to at least the following terms and conditions:
4
<PAGE>
A. OPTION PRICE
The exercise price of the Shares covered by each Option granted under
the Plan shall be the "fair market value" of the Shares on the date of
the grant of the Option; provided, however, if the optionee owns
directly or by reason of the applicable attribution rules more than
ten percent (10%) of the total combined voting power of all classes of
share capital of the Company, the Option price shall be not less than
one hundred ten percent (110%) of the said fair market value on the
date of grant. If the Shares are listed on any national securities
exchange, the fair market value shall be the mean average of the high
and low sales prices, if any, on the largest such exchange on the date
of the grant of the Option, or, if none, on the most recent trade date
thirty (30) days or less prior to the date of the grant of the Option.
If the Shares are not then either listed on any such exchange or
quoted on NASDAQ, the fair market value shall be the mean between the
average of the "Bid" and the average of the "Ask" prices, if any, as
reported in the National Daily Quotation Service for the date of the
grant of the Option, or, if none, for the most recent trade date
thirty (30) days or less prior to the date of the grant of the Option
for which such quotations are reported. If the fair market value
cannot be determined under the preceding two sentences, it shall be
determined in good faith by the Committee.
B. NUMBER OF SHARES
Each Option shall state the number of Shares to which it pertains.
C. TERM OF OPTION
Each Incentive Option shall terminate not more than ten (10) years
from the date of the grant thereof, or at such earlier time as the
Option Agreement may provide, and shall be subject to earlier
termination as herein provided, except that if the Option price is
required under Paragraph A of this Article V to be at least 110% of
fair market value, each such Incentive Option shall terminate not more
than five (5) years from the date of the grant thereof, and shall be
subject to earlier termination as herein provided.
D. DATE OF EXERCISE
Upon the authorization of the grant of an Option, or at any time
thereafter, the Committee may, subject to the provisions of Paragraph
C of this Article V, prescribe the date or dates on which the Option
becomes exercisable, and may provide that the Option rights become
exercisable in installments over a period of years, or upon the
attainment of stated goals, provided, however, that unless the Option
Agreement expressly provides to the contrary, no Option may be
exercised until eighteen (18) months have lapsed from the date of
grant. Attached hereto as Exhibit B are the dates of exercise, number
of Shares, and Option prices for the Options granted to Larry L.
Asche, Diane L. Asche, Kevin M. Clark, Brian Gast, Leon Monachos, Trey
Trumbo and Greenley Capital Company, L.P.
E. MEDIUM OF PAYMENT
The Option price shall be paid on the date of purchase specified in
the notice of exercise, as set forth in Paragraph J. It shall be paid
in such form (permitted by Section 422 of the Code in the case of
Incentive Options) as the Committee shall, either by rules promulgated
pursuant to the provisions of Article III of the Plan, or in the
particular Option Agreement, provide.
5
<PAGE>
F. TERMINATION OF EMPLOYMENT
1. A Participant who ceases to be an employee or of the Company or
of an Affiliate for any reason other than death, Disability, or
termination for cause, may exercise any Option granted to such
Participant, to the extent that the right to purchase Shares
thereunder has become exercisable on the date of such
termination, but only within three (3) months after such date,
or, if earlier, within the originally prescribed term of the
Option, and subject to the condition that no Option shall be
exercisable after the expiration of the term of the Option. A
Participant's employment shall not be deemed terminated by reason
of a transfer to another employer which is the Company or an
Affiliate.
2. A Participant who ceases to be an employee for cause shall, upon
such termination, cease to have any right to exercise any Option.
For purposes of this Plan, "cause" shall be deemed to include
(but shall not be limited to) wrongful appropriation of funds of
the Company or an Affiliate, divulging confidential information
about the Company or an Affiliate to the public, the commission
of a gross misdemeanor or felony, or the performance of any
similar action that the Board or the Committee, in their sole
discretion, may deem to be sufficiently injurious to the
interests of the Company or an Affiliate to constitute cause for
termination. The determination of the Board or the Committee as
to the existence of cause shall be conclusive and binding upon
the Participant and the Company.
3. A Participant who is absent from work with the Company or an
Affiliate because of temporary disability (any disability other
than a permanent and total Disability as defined at Paragraph
A(6) of Article I hereof), or who is on leave of absence for any
purpose permitted by any authoritative interpretation (i.e.,
regulation, ruling, case law, etc.) of Section 422 of the Code,
shall not, during the period of any such absence, be deemed, by
virtue of such absence alone, to have terminated his employment
or relationship with the Company or with an Affiliate, except as
the Committee may otherwise expressly provide or determine.
4. Paragraph F(1) shall control and fix the rights of a Participant
who ceases to be an employee of the Company or of an Affiliate
for any reason other than death, Disability, or termination for
cause, and who subsequently becomes Disabled or dies. Nothing in
Paragraphs G and H of this Article V shall be applicable in any
such case except that, in the event of such a subsequent
Disability or death within the three (3) month period after the
termination of employment or, if earlier, within the originally
prescribed term of the Option, the Participant or the
Participant's estate or personal representative may exercise the
Option permitted by this Paragraph F, in the event of Disability,
within twelve (12) months after the date that the Participant
ceased to be an employee of the Company or of an Affiliate or, in
the event of death, within six (6) months after the issuance of
letters testamentary or letters of administration to the executor
or administrator (but in no event more than one (1) year after
the date of death of such Participant).
G. TOTAL AND PERMANENT DISABILITY
A Participant who ceases to be an employee or Key Non-Employee of the
Company or of an Affiliate by reason of Disability may exercise any
Option granted to such Participant (i) to the extent that the right to
purchase Shares thereunder has become exercisable on or before the
date such Participant becomes Disabled as determined by the Committee,
and (ii) if the Option becomes exercisable periodically under
Paragraph D, to the extent of any additional rights that would have
become exercisable had the Participant not become so Disabled until
after the close of business on the next periodic exercise date.
6
<PAGE>
A Disabled Participant shall exercise such rights, if at all, only
within a period of not more than twelve (12) months after the date
that the Participant became Disabled as determined by the Committee
(notwithstanding that the Participant might have been able to exercise
the Option as to some or all of the Shares on a later date if the
Participant had not become Disabled) or, if earlier, within the
originally prescribed term of the Option.
H. DEATH
In the event that a Participant to whom an Option has been granted
ceases to be an employee or Key Non-Employee of the Company or of an
Affiliate by reason of such Participant's death, such Option, to the
extent that the right is exercisable but not exercised on the date of
death, may be exercised by the Participant's estate or personal
representative within six (6) months after the issuance of letters
testamentary or letters of administration to the executor or
administrator, but in no event more than one (1) year after the date
of death of such Participant (or, if earlier, within the originally
prescribed term of the Option), notwithstanding that the decedent
might have been able to exercise the Option as to some or all of the
Shares on a later date if the Participant were alive and had continued
to be an employee or Key Non-Employee of the Company or of an
Affiliate.
I. VESTING OF OPTIONS UPON A CHANGE IN CONTROL
The vesting of Options will be accelerated, and the Options will
become immediately exercisable, upon a "Change in Control" of the
Company. A Change in Control is deemed to have occurred if (1) a
person (as such term is used in Section 13(d) of the Exchange Act)
becomes the beneficial owner (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, in one or more transactions, of
Shares of the Company representing fifty percent (50%) or more of the
total number of votes that may be cast by all stockholders of the
Company voting as a single class, without the approval or consent of
the Company's Board of Directors, (2) there is a consolidation or
merger of the Company in which the Company is not the surviving
corporation, or (3) a plan or proposal for the liquidation or
dissolution of the Company is adopted.
J. EXERCISE OF OPTION AND ISSUANCE OF STOCK
Options shall be exercised by giving written notice to the Company.
Such written notice shall: (l) be signed by the person exercising the
Option, (2) state the number of Shares with respect to which the
Option is being exercised, (3) contain the warranty required by
Paragraph N of this Article V, and (4) specify a date (other than a
Saturday, Sunday or legal holiday) not less than five (5) nor more
than ten (10) days after the date of such written notice, as the date
on which the Shares will be purchased. Such tender and conveyance
shall take place at the principal office of the Company during
ordinary business hours, or at such other hour and place agreed upon
by the Company and the person or persons exercising the Option. On the
date specified in such written notice (which date may be extended by
the Company in order to comply with any law or regulation which
requires the Company to take any action with respect to the Option
Shares prior to the issuance thereof, whether pursuant to the
provisions of Article VII or otherwise), the Company shall accept
payment for the Option Shares and shall deliver to the person or
persons exercising the Option in exchange therefor an appropriate
certificate or certificates for fully paid non-assessable Shares. In
the event of any failure to take up and pay for the number of Shares
specified in such written notice on the date set forth therein (or on
the extended date as above provided), the right to exercise the Option
shall terminate with respect to such number of Shares, but shall
continue with respect to the remaining Shares covered by the Option
and not yet acquired pursuant thereto.
7
<PAGE>
K. RIGHTS AS A STOCKHOLDER
No Participant to whom an Option has been granted shall have rights as
a stockholder with respect to any Shares covered by such Option except
as to such Shares as have been issued to or registered in the
Company's share register in the name of such Participant upon the due
exercise of the Option and tender of the full Option price.
L. ASSIGNABILITY AND TRANSFERABILITY OF OPTION
By its terms, an Option granted to a Participant shall not be
transferable by the Participant and shall be exercisable, during the
Participant's lifetime, only by such Participant. Such Option shall
not be assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and shall not be subject to execution,
attachment, or similar process. Any attempted transfer, assignment,
pledge, hypothecation or other disposition of any Option or of any
rights granted thereunder contrary to the provisions of this Paragraph
L, or the levy of any attachment or similar process upon an Option or
such rights, shall be null and void.
M. OTHER PROVISIONS
The Option Agreement for an Incentive Option shall contain such
limitations and restrictions upon the exercise of the Option as shall
be necessary in order that such Option can be an "incentive stock
option" within the meaning of Section 422 of the Code. Further, the
Option Agreements authorized under the Plan shall be subject to such
other terms and conditions including, without limitation, restrictions
upon the exercise of the Option, as the Committee shall deem advisable
and which, in the case of Incentive Options, are not inconsistent with
the requirements of Section 422 of the Code.
N. PURCHASE FOR INVESTMENT
Unless the Shares to be issued upon the particular exercise of an
Option shall have been effectively registered under the Securities Act
of 1933, as now in force or hereafter amended, the Company shall be
under no obligation to issue the Shares covered by such exercise
unless and until the following conditions have been fulfilled. In
accordance with the direction of the Committee, the persons who
exercise such Option shall warrant to the Company that, at the time of
such exercise, such persons are acquiring their Option Shares for
investment and not with a view to, or for sale in connection with, the
distribution of any such Shares, and shall make such other
representations, warranties, acknowledgements and affirmations, if
any, as the Committee may require. In such event, the persons
acquiring such Shares shall be bound by the provisions of the
following legend (or similar legend) which shall be endorsed upon the
certificate(s) evidencing their Option Shares issued pursuant to such
exercise.
"The shares represented by this certificate have been acquired
for investment and they may not be sold or otherwise transferred
by any person, including a pledgee, in the absence of an
effective registration statement for the shares under the
Securities Act of 1933 or an opinion of counsel satisfactory to
the Company that an exemption from registration is then
available."
Without limiting the generality of the foregoing, the Company may
delay issuance of the Shares until completion of any action or
obtaining any consent that the Company deems necessary under any
applicable law (including without limitation state securities or "blue
sky" laws).
8
<PAGE>
VI. FORMULA OPTIONS
A. Each Nonemployee Director shall be granted automatically a Formula
Option to purchase five thousand (5,000) Shares upon the initial
election or appointment of such Nonemployer Director to the Board and
at the conclusion of each annual meeting of the Board thereafter.
B. The purchase price of the Shares subject to the Formula Option shall
be equal to one hundred percent (100%) of the "fair market value" as
of the date of grant, as such term is defined in Paragraph A of
Article V.
C. The Shares subject to the Formula Option granted to a Nonemployee
Director shall become exercisable immediately upon grant and may be
exercised until ten (10) years have lapsed from the date of grant.
The foregoing notwithstanding, if a Nonemployee Director shall cease
to be a director of the Company because of death or Disability, all
Shares for which a Formula Option has been granted shall be
exercisable only in accordance with Paragraphs G and H of Article V.
If a Nonemployee Director ceases to be a director of the Company for
any reason other than death or Disability, his or her right to
exercise the Formula Option, and the timing of such exercise, shall be
governed by the terms of the agreement setting forth the Formula
Option; provided, however, that if a Nonemployee Director shall commit
any act of malfeasance or wrongdoing affecting the Company, any
unexercised portion of the Option shall immediately be terminated and
be void.
D. Formula Options shall be evidenced by an Option Agreement which shall
conform to the requirements of the Plan, and may contain such other
provisions not inconsistent therewith, as the Committee shall deem
advisable. The provisions of Article V governing Options, and the
exercise and issuance thereof, shall apply to Formula Options to the
extent such provisions are not inconsistent with this Article VI.
VII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY SHARES
In the event that the outstanding Shares of the Company 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 any reorganization,
merger, consolidation, recapitalization, reclassification, change in par
value, stock split-up, combination of shares or dividend payable in capital
stock, or the like, appropriate adjustments to prevent dilution or
enlargement of the rights granted to, or available for, Participants shall
be made in the manner and kind of shares for the purchase of which Options
may be granted under the Plan, and, in addition, appropriate adjustment
shall be made in the number and kind of Shares and in the Option price per
share subject to outstanding Options. No such adjustment shall be made
which shall, within the meaning of Section 424 of the Code, constitute such
a modification, extension, or renewal of an Option as to cause the
adjustment to be considered as the grant of a new Option.
Upon a business combination by the Company or any of its Affiliates with
any corporation or other entity through the adoption of a plan of merger or
consolidation or a share exchange or through the purchase of all or
substantially all of the capital stock or assets of such other corporation
or entity, the Board or the Committee may, in its sole discretion, grant
Options pursuant hereto to all or any persons who, on the effective date of
such transaction, hold outstanding options to purchase securities of such
other corporation or entity and who, on and after the effective date of
such transaction, will become employees or directors of, or consultants to,
the Company or its Affiliates. The number of Shares subject to such
substitute Options shall be determined in accordance with the terms of the
transaction by which the business combination is
9
<PAGE>
effected. Notwithstanding the other provisions of this Plan, the other
terms of such substitute Options shall be substantially the same as or
economically equivalent to the terms of the options for which such
Options are substituted, all as determined by the Board or by the
Committee, as the case may be. Upon the grant of substitute Options
pursuant hereto, the options to purchase securities of such other
corporation or entity for which such Options are substituted shall be
cancelled immediately.
VIII. DISSOLUTION OR LIQUIDATION OF THE COMPANY
Upon the dissolution or liquidation of the Company other than in
connection with a transaction to which the preceding Article VII is
applicable, the Participant shall have the right immediately prior to
such dissolution or liquidation to exercise any Option granted hereunder.
IX. TERMINATION OF THE PLAN
The Plan shall terminate (10) years from the earlier of the date of its
adoption or the date of its approval by the stockholders. The Plan may be
terminated at an earlier date by vote of the stockholders or the Board;
provided, however, that any such earlier termination shall not affect any
Options granted or Option Agreements executed prior to the effective date
of such termination. Except as may otherwise be provided for under
Articles VII and VIII, and notwithstanding the termination of the Plan,
any Options granted prior to the effective date of the Plan's termination
may be exercised until the earlier of (i) the date set forth in the
Option Agreement, or (ii) ten (10) years from the date the Option is
granted, and the provisions of the Plan with respect to the full and
final authority of the Committee under the Plan shall continue to
control.
X. AMENDMENT OF THE PLAN
The Plan may be amended by the Board and such amendment shall become
effective upon adoption by the Board; provided, however, that any
amendment that increases the numbers of Shares for which Options may be
granted, other than as provided by Article VII, or changes the
designation of the class of employees eligible to receive Incentive
Options, or otherwise causes the Incentive Options to no longer qualify
as "incentive stock options" as defined in Section 422 of the Code, shall
nevertheless be subject within one (1) year either before or after such
adoption by the Board to the approval of the stockholders of the Company,
and provided, further, that any amendment that requires the approval of
the stockholders of the Company in accordance with the Rule 16b-3
requirements of the Exchange Act, shall be subject to approval of the
stockholders within the requisite time period of such Act.
XI. EMPLOYMENT RELATIONSHIP
Nothing herein contained shall be deemed to prevent the Company or an
Affiliate from terminating the employment of a Participant, nor to
prevent a Participant from terminating the Participant's employment with
the Company or an Affiliate.
XII. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee
shall be indemnified by the Company against all reasonable expenses,
including attorneys' fees, actually and reasonably incurred in connection
with the defense of any action, suit or proceeding, or in connection with
any appeal therein, to which they or any of them may be a party by reason
of any action taken by them as members of the Committee and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that the Committee
10
<PAGE>
member is liable for gross negligence or willful misconduct in the
performance of his or her duties. To receive such indemnification, a
Committee member must first offer in writing to the Company the
opportunity, at its own expense, to defend any such action, suit or
proceeding.
XIII. MITIGATION OF EXCISE TAX
If any payment or right accruing to a Participant under this Plan
(without the application of this Article XIII), either alone or together
with other payments or rights accruing to the Participant from the
Company or an Affiliate ("Total Payments") would constitute a "parachute
payment" (as defined in Section 280G of the Code and regulations
thereunder), such payment or right shall be reduced to the largest amount
or greatest right that will result in no portion of the amount payable or
right accruing under the Plan being subject to an excise tax under
Section 4999 of the Code or being disallowed as a deduction under Section
280G of the Code. The determination of whether any reduction in the
rights or payments under this Plan is to apply shall be made by the
Company. The Participant shall cooperate in good faith with the Company
in making such determination and providing any necessary information for
this purpose.
XIV. SAVINGS CLAUSE
This Plan is intended to comply in all respects with applicable law and
regulations, including, (i) with respect to those Participants who are
officers or directors for purposes of Section 16 of the Exchange Act,
Rule 16b-3 of the Securities and Exchange Commission, if applicable, and
(ii) with respect to executive officers, Code Section 162(m). In case any
one or more provisions of this Plan shall be held invalid, illegal, or
unenforceable in any respect under applicable law and regulation
(including Rule 16b-3 and Code Section 162(m)), the validity, legality,
and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and the invalid, illegal, or unenforceable
provision shall be deemed null and void; however, to the extent permitted
by law, any provision that could be deemed null and void shall first be
construed, interpreted, or revised retroactively to permit this Plan to
be construed in compliance with all applicable law (including Rule 16b-3
and Code Section 162(m)) so as to foster the intent of this Plan.
Notwithstanding anything herein to the contrary, with respect to
Participants who are officers and directors for purposes of Section 16 of
the Exchange Act, if applicable, and if required to comply with rules
promulgated thereunder, no grant of, or Option to purchase, Shares shall
permit unrestricted ownership of Shares by the Participant for at least
six (6) months from the date of grant or Option.
XV. EFFECTIVE DATE
This Plan shall become effective upon adoption by the Board.
XVI. GOVERNING LAW
This Plan shall be governed by the laws of the State of Delaware and
construed in accordance therewith.
Adopted this 20th day of June 1996.
11
<PAGE>
EXHIBIT A
(i) Stock Option Agreement between Aasche Transportation Services, Inc. and
Larry L. Asche dated September 23, 1994.
(ii) Stock Option Agreement between Aasche Transportation Services, Inc. and
Diane L. Asche dated September 23, 1994.
(iii) Stock Option Agreement between Aasche Transportation Services, Inc. and
Kevin M. Clark dated September 23, 1994.
(iv) Non-Employee Directors and Advisors Plan.
(v) Stock Option Agreement between Aasche Transportation Services, Inc. and
Brian Gast dated May 1, 1995.
(vi) Aasche Transportation Services, Inc. 1995 Incentive Stock Option Plan.
(vii) Polar Express Acquisition, Inc. 1994 Stock Option Plan.
(viii) Stock Option Agreement between Aasche Transportation Services, Inc. and
Leon M. Monachos dated May 15, 1996.
(ix) Consulting Agreement between Greenley Capital Company, L.P. and Polar
Express Acquisition, Inc. dated August 31, 1994
<PAGE>
EXHIBIT B-1
LARRY L. ASCHE STOCK OPTION AGREEMENT
1. GRANT OF OPTION
The Company grants to the Optionee the right and Option to purchase all
or any part of a maximum of 26,000 Shares (the "Option"), on the terms
and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by
reference. The Option granted herein is intended to be a Nonstatutory
Option as defined in the Plan.
2. EXERCISE OF OPTION
Subject to the Plan, the Option shall be exercisable as follows:
<TABLE>
<CAPTION>
EXERCISE PERIOD
Number of Shares Exercise Price Commencement Date Expiration Date
---------------- -------------- ----------------- ---------------
<S> <C> <C> <C>
5,000 $8.75 January 1, 1995 September 23, 2001
6,000 $9.00 January 1, 1996 September 23, 2001
7,000 $9.25 January 1, 1997 September 23, 2001
8,000 $9.50 January 1, 1998 September 23, 2001
</TABLE>
Notwithstanding anything in this paragraph 2 to the contrary, the Option shall
become exercisable, if there shall occur any of the following:
(a) merger of the Company into any other Company in which merger the
Company is not the surviving Company;
(b) consolidation of the Company with any other Company;
(c) share exchange with any other Company in which the Company is an
acquired party;
(d) a sale, lease, exchange or other disposition of all or substantially
all of the assets of the Company; or
(e) the voluntary dissolution of the Company by consent or vote of its
shareholders.
In such events, the entire Option becomes exercisable on and as of the
record date for determining the holders of the Common Stock entitled to
vote upon such merger, consolidation, share exchange, disposition or
dissolution. The Option (unless exercised) shall expire and become null,
void and of no further effect on and as of the date that the holders of
the Common Stock are entitled to vote upon such merger, consolidation,
share exchange, disposition or dissolution.
The Company covenants and agrees that, in addition to any other notice
requirement to which the Company may be subject, it shall give the
Optionee not less than ten (10) days' prior notice of the record date for
determining the holders of the Common Stock entitled to vote upon any
such merger, consolidation, share exchange, disposition or dissolution.
<PAGE>
EXHIBIT B-2
DIANE L. ASCHE STOCK OPTION AGREEMENT
GRANT OF OPTION
The Company grants to the Optionee the right and Option to purchase all
or any part of a maximum of 26,000 Shares (the "Option"), on the terms
and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by
reference. The Option granted herein is intended to be a Nonstatutory
Option as defined in the Plan.
EXERCISE OF OPTION
Subject to the Plan, the Option shall be exercisable as follows:
<TABLE>
<CAPTION>
Number
of Exercise EXERCISE PERIOD
Shares Price Commencement Date Expiration Date
------ ----- ----------------- ---------------
<S> <C> <C> <C>
5,000 $8.75 January 1, 1995 September 23, 2001
6,000 $9.00 January 1, 1996 September 23, 2001
7,000 $9.25 January 1, 1997 September 23, 2001
8,000 $9.50 January 1, 1998 September 23, 2001
</TABLE>
Notwithstanding anything in this paragraph 2 to the contrary, the Option
shall become exercisable, if there shall occur any of the following:
merger of the Company into any other Company in which merger the Company
is not the surviving Company;
consolidation of the Company with any other Company;
share exchange with any other Company in which the Company is an acquired
party;
a sale, lease, exchange or other disposition of all or substantially all
of the assets of the Company; or
the voluntary dissolution of the Company by consent or vote of its
shareholders.
In such events, the entire Option becomes exercisable on and as of the
record date for determining the holders of the Common Stock entitled to
vote upon such merger, consolidation, share exchange, disposition or
dissolution. The Option (unless exercised) shall expire and become null,
void and of no further effect on and as of the date that the holders of
the Common Stock are entitled to vote upon such merger, consolidation,
share exchange, disposition or dissolution.
<PAGE>
The Company covenants and agrees that, in addition to any other notice
requirement to which the Company may be subject, it shall give the
Optionee not less than ten (10) days' prior notice of the record date for
determining the holders of the Common Stock entitled to vote upon any
such merger, consolidation, share exchange, disposition or dissolution.
-2-
<PAGE>
EXHIBIT B-3
KEVIN M. CLARK STOCK OPTION AGREEMENT
1. GRANT OF OPTION
The Company grants to the Optionee the right and Option to purchase all
or any part of a maximum of 26,000 Shares (the "Option"), on the terms
and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by
reference. The Option granted herein is intended to be a Nonstatutory
Option as defined in the Plan.
2. EXERCISE OF OPTION
Subject to the Plan, the Option shall be exercisable as follows:
<TABLE>
<CAPTION>
Number
of Exercise EXERCISE PERIOD
Shares Price Commencement Date Expiration Date
------ ----- ----------------- ---------------
<S> <C> <C> <C>
5,000 $8.75 January 1, 1995 September 23, 2001
6,000 $9.00 January 1, 1996 September 23, 2001
7,000 $9.25 January 1, 1997 September 23, 2001
8,000 $9.50 January 1, 1998 September 23, 2001
</TABLE>
Notwithstanding anything in this paragraph 2 to the contrary, the Option
shall become exercisable, if there shall occur any of the following:
(a) merger of the Company into any other Company in which merger the Company
is not the surviving Company;
(b) consolidation of the Company with any other Company;
(c) share exchange with any other Company in which the Company is an acquired
party;
(d) a sale, lease, exchange or other disposition of all or substantially all
of the assets of the Company; or
(e) the voluntary dissolution of the Company by consent or vote of its
shareholders.
In such events, the entire Option becomes exercisable on and as of the
record date for determining the holders of the Common Stock entitled to
vote upon such merger, consolidation, share exchange, disposition or
dissolution. The Option (unless exercised) shall expire and become null,
void and of no further effect on and as of the date that the holders of
the Common Stock are entitled to vote upon such merger, consolidation,
share exchange, disposition or dissolution.
The Company covenants and agrees that, in addition to any other notice
requirement to which the Company may be subject, it shall give the
Optionee not less than ten (10) days' prior notice of the record date for
determining the holders of the Common Stock entitled to vote upon any
such merger, consolidation, share exchange, disposition or dissolution.
<PAGE>
EXHIBIT B-4
BRIAN GAST STOCK OPTION AGREEMENT
1. GRANT OF OPTION
The Company grants to the Optionee the right and Option to purchase all
or any part of a maximum of 100,000 Shares (the "Option"), on the terms
and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by
reference. The Option granted herein is intended to be a Nonstatutory
Option as defined in the Plan.
2. EXERCISE OF OPTION
Subject to the Plan, the Option shall be exercisable as follows:
<TABLE>
<CAPTION>
Number
of Exercise EXERCISE PERIOD
Shares Price * Commencement Date Expiration Date
------ ----- ----------------- ---------------
<S> <C> <C> <C>
20,000 $7.625 May 1, 1995 May 1, 2000
20,000 $7.625 May 1, 1996 May 1, 2000
20,000 $7.625 May 1, 1997 May 1, 2000
20,000 $7.625 May 1, 1998 May 1, 2000
20,000 $7.625 May 1, 1999 May 1, 2000
</TABLE>
In addition to the foregoing, (i) 20,000 Shares shall become exercisable
in the event Gross Revenue exceeds $40 million and an Operating Ratio of
less than 92 is achieved by the Company for any fiscal year ending after
the Execution Date; and (ii) 20,000 Shares shall become exercisable for
each additional $20 million of Gross Revenue and an Operating Ratio of
less than 92 is achieved by the Company for any fiscal year ending after
the Execution Date; provided, however, that the total number of Shares to
become exercisable shall not exceed, in any event, 100,000 Shares. For
purposes of this Agreement, Gross Revenue and Operating Ratio shall be
determined by the Company in accordance with generally accepted
accounting principles and consistently applied and, in the case of
Operating Ratio, shall mean, total operating expenses and selling,
general and administrative expenses divided by operating revenues. For
purposes of the foregoing calculation, operating expenses shall not
include interest expense, other income or expense, gain or loss on the
sale of equipment, related party lease expense, income taxes, or any non
operating extraordinary expense.
Notwithstanding anything in this paragraph 2 to the contrary, the Option
shall become exercisable, if there shall occur any of the following:
(a) merger of the Company into any other Company in which merger the
Company is not the surviving Company;
- --------------
* In the event the closing price of the Shares on any anniversary date of the
Optionee's first day of employment shall be less than the Option price, the
Option price shall be adjusted to the average closing price of the Shares for
the ten (10) trading days prior to such anniversary date.
<PAGE>
(b) consolidation of the Company with any other Company;
(c) share exchange with any other Company in which the Company is an
acquired party;
(d) a sale, lease, exchange or other disposition of all or substantially
all of the assets of the Company; or
(e) the voluntary dissolution of the Company by consent or vote of its
shareholders.
In such events, the entire Option becomes exercisable on and as of the
record date for determining the holders of the Common Stock entitled to
vote upon such merger, consolidation, share exchange, disposition or
dissolution. The Option (unless exercised) shall expire and become null,
void and of no further effect on and as of the date that the holders of
the Common Stock are entitled to vote upon such merger, consolidation,
share exchange, disposition or dissolution.
The Company covenants and agrees that, in addition to any other notice
requirement to which the Company may be subject, it shall give the Optionee not
less than ten (10) days' prior notice of the record date for determining the
holders of the Common Stock entitled to vote upon any such merger,
consolidation, share exchange, disposition or dissolution.
-2-
<PAGE>
EXHIBIT B-5
LEON M. MONACHOS STOCK OPTION AGREEMENT
1. GRANT OF OPTION
The Company grants to the Optionee the right and Option to purchase all
or any part of a maximum of 200,000 Shares (the "Option"), on the terms
and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by
reference. The Option granted herein is intended to be a Nonstatutory
Option (for 100,000 Shares) and an Incentive Option (for 100,000 Shares),
both as defined in the Plan.
2. EXERCISE OF OPTION
Subject to the Plan, the Incentive Option shall be exercisable as
follows:
<TABLE>
<CAPTION>
Number
of Exercise EXERCISE PERIOD
Shares Price Commencement Date Expiration Date
------ -------- ----------------- ---------------
<S> <C> <C> <C>
20,000 $3.75 May 15, 1997 May 14, 2006
20,000 $3.75 May 15, 1998 May 14, 2006
20,000 $3.75 May 15, 1999 May 14, 2006
20,000 $3.75 May 15, 2000 May 14, 2006
20,000 $3.75 May 15, 2001 May 14, 2006
</TABLE>
Subject to the Plan, the Nonstatutory Option shall be exercisable as
follows:
<TABLE>
<CAPTION>
Number
of Exercise EXERCISE PERIOD
Shares Price Commencement Date Expiration Date*
------- --------- ----------------- ---------------
<S> <C> <C> <C>
100,000 $3.75 May 15, 1996 May 14, 2006
</TABLE>
- ---------------------
* Paragraph F of Article V of the Plan notwithstanding, if the Optionee's
services are terminated pursuant to Paragraphs 6A, 6B, 6D or 6E of his
Employment Agreement, the Nonstatutory Option shall expire on the earlier of May
14, 2006 or six (6) months after the date his employment is terminated.
Paragraph I of Article V of the Plan shall not apply to the Optionee.
<PAGE>
EXHIBIT B-6
TREY TRUMBO STOCK OPTION AGREEMENT
1. GRANT OF OPTION
The Company grants to the Optionee the right and Option to purchase all
or any part of a maximum of 100,000 Shares (the "Option"), on the terms
and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by
reference. The Option granted herein is intended to be an Incentive
Option as defined in the Plan.
2. EXERCISE OF OPTION
Subject to the Plan, the Option shall be exercisable as follows:
<TABLE>
<CAPTION>
Number
of Exercise EXERCISE PERIOD
Shares Price Commencement Date Expiration Date
------ -------- ----------------- ---------------
<S> <C> <C> <C>
25,000 $7.66 June 30, 1996 August 25, 1999
25,000 $7.66 June 30, 1997 August 25, 1999
25,000 $7.66 June 30, 1998 August 25, 1999
25,000 $7.66 June 30, 1999 August 25, 1999
</TABLE>
Paragraph H of Article V of the Plan notwithstanding, in the event of Trumbo's
death, the Expiration Date shall be one (1) year after such death.
<PAGE>
EXHIBIT B-7
GREENLEY CAPITAL COMPANY, L.P. STOCK OPTION AGREEMENT
1. GRANT OF OPTION
The Company grants to the Optionee the right and Option to purchase all
or any part of a maximum of 41,100 Shares (the "Option"), on the terms
and conditions and subject to and with the benefit of all the limitations
set forth herein and in the Plan, which is incorporated herein by
reference. The Option granted herein is intended to be Nonstatutory
Option as defined in the Plan.
2. EXERCISE OF OPTION
Subject to the Plan, the Option shall be exercisable as follows:
<TABLE>
<CAPTION>
Number
of Exercise EXERCISE PERIOD
Shares Price Commencement Date Expiration Date
------ -------- ----------------- ---------------
<S> <C> <C> <C>
41,100 $2.43 August 31, 1994 August 31, 1999
</TABLE>
<PAGE>
FIRST AMENDMENT TO THE
AASCHE TRANSPORTATION SERVICES, INC.
STOCK OPTION PLAN
The Aasche Transportation Services, Inc. Stock Option Plan (the "Plan")
is hereby amended, effective March 24, 1998, as follows:
1. The aggregate number of Shares as to which Options may be granted
pursuant to Article II of the Plan shall be increased from 683,500 to 908,500.
2. The definition of Key Employees as set forth under Article I of the
Plan shall be amended to read as follows:
Key Employees means an employee of the Company or an Affiliate
(including, without limitation, an employee who also is serving as
an officer or director of the Company or of an Affiliate),
designated by the Board or the Committee as being eligible to be
granted one or more Options under the Plan.
IN WITNESS WHEREOF, Aasche Transportation Services, Inc. has caused this
Amendment to be executed by its officer hereto duly authorized this 24th day of
March, 1998.
AASCHE TRANSPORTATION SERVICES, INC.
By: /s/ Larry L. Asche
--------------------------------------
Its: Chairman and Chief Executive Officer
------------------------------------
<PAGE>
Exhibit 5
August 28, 1998
The Board of Directors
Aasche Transportation Services, Inc.
10214 N. Mt. Vernon Road
Shannon, Illinois 61078
Re: Post Effective Amendment to Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Aasche Transportation Services, Inc. (the
"Company") in connection with the preparation and filing of a Post-Effective
Amendment to a Registration Statement on Form S-8 (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission (the
"Commission") to effect the registration, pursuant to the Securities Act of
1933, of 225,000 shares of common stock, par value $.0001 per share, which may
be offered by the Company under its Stock Option Plan. In connection with this
matter, we have examined such documents, corporate records and other instruments
as we have deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that the 225,000 shares of common
stock, par value $.0001 per share, which will be offered by the Company pursuant
to its Stock Option Plan, when issued and paid for as described in said
Registration Statement, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Sachnoff & Weaver, Ltd.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the Registration Statement to Form S-8 pertaining to the Stock Option
Plan of Aasche Transportation Services, Inc. of our report dated February 27,
1998, with respect to the consolidated financial statements of Aasche
Transportation Services, Inc. included in the Annual Report to shareholders
(Form 10-K) for the year ended December 31, 1997.
/s/ Ernst & Young LLP
Chicago, Illinois
August 27, 1998
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective
Amendment No. 1 to the Registration Statement (Form S-8) pertaining to 225,000
of common shares for the Stock Option Plan of Aasche Transportation Services,
Inc. of our report dated March 1, 1996, with respect to the consolidated
financial statements of POLAR EXPRESS CORPORATION (a wholly-owned subsidiary of
Aasche Transportation Service, Inc.) for the year ended December 29, 1995,
included in the Annual Report to the shareholders (Form 10-KSB) of Aasche
Transportation Services, Inc. for the year ended December 31, 1997.
BAIRD, KURTZ & DOBSON
Fayetteville, Arkansas
August 27, 1998
