As filed with the Securities and Exchange Commission on May 18, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Covenant Transport, Inc.
(Exact name of registrant as specified in charter)
Nevada 88-0320154
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
400 Birmingham Highway
Chattanooga, Tennessee 37419
(Address of Principal Executive Offices) (Zip Code)
Covenant Transport, Inc. Incentive Stock Plan
(Full title of the plan)
David R. Parker
Chairman, President, and Chief Executive Officer
Covenant Transport, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
(Name and address of agent for service)
(423) 821-1212
(Telephone number, including area code, of agent for service)
Copy to:
Mark A. Scudder, Esq.
Scudder Law Firm, P.C.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================== ================= ===================== ===================== =================
<S> <C> <C> <C> <C>
Proposed Proposed maximum Amount of
Amount to be maximum offering aggregate offering registration
Title of securities to be registered registered (1) price per unit (2) price (2) fee
- ---------------------------------------------------- ----------------- --------------------- --------------------- -----------------
Class A Common Stock, ($.01 par value) .......... 651,550 shares $12.269384 $7,994,117 $2,111
- ---------------------------------------------------- ----------------- --------------------- --------------------- -----------------
</TABLE>
(1) 670,000 shares were registered January 20, 1995. The fee for
registration is for the registration of the additional 651,550 shares
covered by this registration statement.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for purposes of calculating the registration fee. The
price is based upon (i) the actual price of $13.00 for 33,750 options,
(ii) the actual price of $11.625 for 50,000 options, (iii) the actual
price of $13.125 for 16,176 options, and (iv) the average of high and
low prices ($12.258) of Covenant Transport Inc. Class A common stock on
May 16, 2000, as reported on the Nasdaq National Market, with respect
to the 551,624 shares of Class A common stock subject to future grants
under the Incentive Stock Plan.
<PAGE>
PART I
EXPLANATORY NOTE
The Reoffer Prospectus filed herewith has been prepared in accordance
with the requirements of Part I of Form S-3 and may be used for reofferings and
resales of the Class A common stock of Covenant Transport, Inc. acquired by
persons named therein pursuant to the Covenant Transport, Inc. Incentive Stock
Plan. The Reoffer Prospectus filed herewith may also be used in connection with
the offer and sale of securities of the Registrant registered under the
Registration Statement on Form S-8 bearing registration number 33-88686 filed
January 20, 1995, and amended August 15, 1996 (file No. 33-88686).
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REOFFER PROSPECTUS
COVENANT TRANSPORT, INC.
1,297,500 SHARES
CLASS A COMMON STOCK
Par Value $.01
This Reoffer Prospectus relates to the offer and sale of our Class A common
stock issuable (upon exercise of options or otherwise) pursuant to our Incentive
Stock Plan. The shares of Class A common stock being sold will be held by
persons who may be deemed to be affiliates of Covenant Transport, Inc. and such
shares may be offered from time to time by such selling stockholders pursuant to
this Reoffer Prospectus or one or more supplements hereto.
We will receive none of the proceeds of this offering. All expenses
incurred in connection with the preparation and filing of this Reoffer
Prospectus and the related Form S-8 Registration Statement are being borne by
us.
Our Class A common stock is listed on the Nasdaq National Market and trades
under the symbol CVTI. All or a portion of the Class A common stock offered
hereby may be offered for sale on the Nasdaq National Market, or otherwise, at
prices and terms then obtainable. All brokers' commissions, concessions, or
discounts will be paid by the selling stockholders.
These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the
Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this Reoffer Prospectus is March 31, 2000.
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TABLE OF CONTENTS
Page
Selling Security Holders ......................................................5
Plan of Distribution .........................................................6
Incorporation of Information by Reference .....................................7
Indemnification of Officers and Directors ....................................8
4
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No person has been authorized to give any information or to make any
representations, other than those contained in this Reoffer Prospectus, in
connection with the offering made hereby, and, if given or made, such
information or representations must not be relied upon. Neither the delivery of
this Reoffer Prospectus nor any offer, solicitation, or sale made hereunder
shall, under any circumstances, create an implication that there has been no
change in the affairs of Covenant Transport, Inc. since the date hereof or that
the information herein is correct as of any time subsequent to its date. This
Reoffer Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities in any jurisdiction to any person to whom it is
unlawful to make any such offer or solicitation.
SELLING SECURITY HOLDERS
Class A common stock, par value $.01 per share (the "Class A Common
Stock"), may be offered by certain officers and directors of Covenant Transport,
Inc. ("Covenant" or the "Company"), including those current officers and
directors listed below or to be named in one or more supplements to this Reoffer
Prospectus (the "Selling Stockholders"), who acquire Class A Common Stock
(pursuant to the exercise of options or otherwise) after the date hereof
pursuant to the Company's Incentive Stock Plan (the "Plan").
<TABLE>
<CAPTION>
- ----------------------------------- ----------------------------------------------------------------------------------
Total Options Granted
- ----------------------------------- ----------- ------------ ----------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Name and Position 10/28/94 06/03/96 08/07/97 08/31/98 5/20/99 02/29/00 Total
- ----------------------------------- ----------- ------------ ----------- ----------- ---------- ----------- ----------
David R. Parker
Chairman, President, and Chief 0 133,750 0 18,250 10,000 7,206 169,206
Executive Officer
- ----------------------------------- ----------- ------------ ----------- ----------- ---------- ----------- ----------
Michael W. Miller
Executive Vice President and 24,000 25,000 0 10,000 10,000 3,298 72,298
Chief Operating Officer, Director
- ----------------------------------- ----------- ------------ ----------- ----------- ---------- ----------- ----------
Ronald B. Pope
Senior Vice President - 10,000 10,000 0 10,000 7,500 1,822 39,322
Sales/Marketing, Director
- ----------------------------------- ----------- ------------ ----------- ----------- ---------- ----------- ----------
R. H. Lovin, Jr.
Vice President - Administration, 24,000 15,000 0 7,500 7,500 1,578 55,578
Director
- ----------------------------------- ----------- ------------ ----------- ----------- ---------- ----------- ----------
Joey B. Hogan
Chief Financial Officer and 25,000 10,000 10,000 2,272 47,272
Treasurer
- ----------------------------------- ----------- ------------ ----------- ----------- ---------- ----------- ----------
</TABLE>
The above named officers and directors of the Company, on the dates
stated, were granted options under the Plan to purchase the number of shares of
Class A Common Stock listed opposite their names. No options under the Plan have
been exercised by the above listed officers and directors. The options granted
on October 28, 1994, and February 29, 2000, are 100% vested. All other options
vest and become exercisable 20% on each of the first through the fifth
anniversaries of the grant date. The chart below shows the number of options
that are currently exercisable.
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<TABLE>
<CAPTION>
- ------------------------------------------------------- ---------------------------------------------------
Number of Securities Underlying
Unexercised Options
(#)
----------------------- --------------------------- ------------
<S> <C> <C> <C>
Name and Position Exercisable Unexercisable Total
- ------------------------------------------------------- ----------------------- --------------------------- ------------
David R. Parker
Chairman, President, and Chief Executive Officer 91,106 78,100 169,206
- ------------------------------------------------------- ----------------------- --------------------------- ------------
Michael W. Miller
Executive Vice President and Chief Operating Officer, 44,298 28,000 72,298
Director
- ------------------------------------------------------- ----------------------- --------------------------- ------------
Ronald B. Pope
Vice President - Sales/Marketing, Director 19,822 19,500 39,322
- ------------------------------------------------------- ----------------------- --------------------------- ------------
R. H. Lovin, Jr.
Vice President - Administration, Director 36,078 19,500 55,578
- ------------------------------------------------------- ----------------------- --------------------------- ------------
Joey B. Hogan
Chief Financial Officer and Treasurer 14,272 33,000 47,272
- ------------------------------------------------------- ----------------------- --------------------------- ------------
</TABLE>
David R. Parker, Chairman of the Board, President, and Chief Executive
Officer of the Company, owns approximately 32% of the outstanding Class A Common
Stock and 100% of the Company's Class B Common Stock. Mr. Parker's combined
holdings comprise over 43% of all of the Company's outstanding capital stock. No
other individual listed above would own as much as one percent of the Company's
outstanding Common Stock upon exercise of all options granted.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell Common Stock in any of the following
ways: (i) through dealers; (ii) through agents; or (iii) directly to one or more
purchasers. The distribution of the Class A Common Stock may be effected from
time to time in one or more transactions on the Nasdaq National Market (or on
such other national stock exchanges on which the Class A Common Stock may be
traded from time to time) in transactions that may include special offerings,
exchange distributions, and/or secondary distributions pursuant to and in
accordance with the rules of such exchanges, otherwise in the over-the-counter
market, or in transactions other than on such markets, or a combination of such
transactions. Any such transaction may be effected at the market price
prevailing at the time of sale, at a price related to such prevailing market
price, at a negotiated price, or at a fixed price. The Selling Stockholders may
effect such transactions by selling Class A Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholders and/or
commissions from purchasers of Class A Common Stock for whom they may act as
agent.
The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of Class A Common Stock by them might be deemed
to be underwriters, and any discounts, commissions, or concessions received by
any such broker-dealers or agents might be deemed to be underwriting discounts
and commissions, under the Securities Act of 1933 (the "1933 Act"). The Selling
Stockholders shall bear all expenses with respect to the offering of the Class A
Common Stock, except the costs associated with registering the Class A Common
Stock under the 1933 Act and preparing this Reoffer Prospectus, which costs
shall be borne by the Company.
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Any Class A Common Stock covered by this Reoffer Prospectus that
qualifies for sale pursuant to Rule 144 under the 1933 Act may be sold under
that Rule rather than pursuant to this Reoffer Prospectus.
INCORPORATION OF INFORMATION BY REFERENCE
The following documents previously filed by the Company with the United
States Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"), are hereby
incorporated by reference in this Reoffer Prospectus:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999; and
b. The description of the Company's Class A Common Stock contained under
the caption "Description of Registrant's Securities to be Registered" in the
Company's registration statement on Form 8-A filed September 30, 1994, which
incorporates by reference the information under the heading "Description of
Capital Stock" in the prospectus dated October 28, 1994, included in the
Company's Registration Statement on Form S-1 (No. 33-82978, effective October
28, 1994), including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment to this registration statement that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Reoffer Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for all purposes to the extent that a statement contained in this Reoffer
Prospectus or in any other subsequently filed document modifies or supersedes
such statement. Such subsequently filed document is hereby incorporated by
reference in this Reoffer Prospectus.
Copies of any or all information incorporated by reference in this
Reoffer Prospectus not included or delivered herewith shall be provided without
charge to each person to whom a Reoffer Prospectus is delivered, including any
beneficial owner, upon written or oral request therefor to Joey B. Hogan,
Treasurer and Chief Financial Officer, Covenant Transport, Inc., 400 Birmingham
Highway, Chattanooga, Tennessee 37419, (423) 821-1212.
Covenant is subject to the informational requirements of the 1934 Act
and, in accordance therewith, files reports, proxy statements, and other
information with the Commission. Such reports, proxy statements, and other
information may be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. The Commission
maintains an Internet site that contains reports, proxy, and information
statements, and other information regarding issuers. The Registration Statement
(as defined herein), as well as subsequent reports, proxy, and information
statements, and other information concerning Covenant that is filed
electronically with the Commission is available at the web site maintained by
the Commission at http://www.sec.gov. Additional information about the Company
is available at its web site http://www.covenanttransport.com.
This Reoffer Prospectus does not contain all of the information set
forth in the Form S-8 Registration Statement (herein collectively, together with
all amendments and exhibits, referred to as the "Registration Statement") of
which this Reoffer Prospectus is a part and which the Company has filed with the
Commission. For further information with respect to the Company and the
securities offered hereby, reference is made to the Registration Statement,
including the exhibits filed as a part thereof, copies of which
7
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can be inspected at, or obtained at prescribed rates from, the Public Reference
Room of the Commission at the address set forth above. Additional updating
information with respect to the Company may be provided in the future by means
of appendices or supplements to this Reoffer Prospectus.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Nevada General Corporation Law provides for the indemnification of
officers and directors (and others) under certain circumstances against expenses
incurred in successfully defending against a claim and authorizes Nevada
corporations to indemnify their officers and directors under certain
circumstance against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director.
Article VII of the Company's Articles of Incorporation and Article X of
the Company's Bylaws provide that the Company's directors and officers shall be
indemnified against liabilities they may incur while serving in such capacities
to the fullest extent allowed by the Nevada General Corporation Law. Under these
indemnification provisions, the Company is required to indemnify its directors
and officers against any reasonable expenses (including attorneys' fees)
incurred by them in the defense of any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, to which they were made a
party, or in defense of any claim, issue, or matter therein, by reason of the
fact that they are or were a director or officer of the Company or while a
director or officer of the Company are or were serving at the Company's request
as a director, officer, partner, trustee, employee, or agent of another
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise unless it is ultimately determined by a court of competent
jurisdiction that they failed to act in a manner they believed in good faith to
be in, or not opposed to, the best interests of the Company, and with respect to
any criminal proceeding, had reasonable cause to believe their conduct was
lawful. The Company will advance expenses incurred by directors or officers in
defending any such action, suit, or proceeding upon receipt of written
confirmation from such officers or directors that they have met certain
standards of conduct and an undertaking by or on behalf of such officers or
directors to repay such advances if it is ultimately determined that they are
not entitled to indemnification by the Company. The Company may, through
indemnification agreements, insurance, or otherwise, provide additional
indemnification. The Company has entered into indemnification agreements with
each of its directors and executive officers.
Article VI of the Company's Articles of Incorporation eliminates, to
the fullest extent permitted by law, the liability of directors and officers for
monetary or other damages for breach of fiduciary duties to the Company and its
stockholders as a director or officer.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to officers, directors, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
8
<PAGE>
Part II
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), the Registrant hereby makes the following statement:
On January 20, 1995, the Registrant filed with the Securities and
Exchange Commission a Registration Statement on Form S-8, which was
subsequently amended August 15, 1996, (SEC file No. 33-88686) (the
"Prior Registration Statement") relating to shares of the Registrant's
Class A Common Stock ($.01 par value) to be issued pursuant to the
Covenant Transport, Inc. Incentive Stock Plan (the "Incentive Stock
Plan"), and the Prior Registration Statement is currently effective.
This Registration Statement relates to securities (a) of the same class
as those to which the Prior Registration Statement relates and (b) to
be issued pursuant to the Incentive Stock Plan. The Prior Registration
Statement is incorporated herein by reference.
The following exhibits are filed as a part of this Registration Statement:
<TABLE>
<CAPTION>
- ------------------- ------------------------------------------------------------------------------------------------
<S> <C>
Exhibit No. Exhibit
- ------------------- ------------------------------------------------------------------------------------------------
5 Opinion of Scudder Law Firm, P.C.
- ------------------- ------------------------------------------------------------------------------------------------
23.1 Consent of PricewaterhouseCoopers LLP
- ------------------- ------------------------------------------------------------------------------------------------
23.2 Consent of Scudder Law Firm, P.C. (contained in Exhibit 5 hereto)
- ------------------- ------------------------------------------------------------------------------------------------
24 Power of Attorney (contained in the signature page to this Registration Statement)
- ------------------- ------------------------------------------------------------------------------------------------
</TABLE>
9
<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 Chattanooga, State of Tennessee on March 31,
2000.
COVENANT TRANSPORT, INC.
By: /s/ David R. Parker
-------------------
David R. Parker,
Chairman of the Board, President, and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints David R.
Parker, Mark A. Scudder, and Joey B. Hogan, and each of them, as
attorneys-in-fact with full power of substitution, to execute in their
respective names, individually and in each capacity stated below, any and all
amendments (including post-effective amendments) to this Registration Statement
as the attorney-in-fact and to file any such amendment to the Registration
Statement, exhibits thereto, and documents required in connection therewith with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
their substitutes, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and their substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/s/ David R. Parker Chairman of the Board, President,
- -------------------------- and Chief Executive Officer;
David R. Parker Director (principal executive
officer) March 31, 2000
/s/ Joey B. Hogan Treasurer and Chief Financial
- -------------------------- Officer (principal financial and
Joey B. Hogan accounting officer) March 31, 2000
Executive Vice President, Chief
- -------------------------- Operating Officer; Director
Michael W. Miller
Vice President - Administration,
- -------------------------- Secretary; Director
R.H. Lovin, Jr.
/s/ William T. Alt
- --------------------------
William T. Alt Director March 31, 2000
/s/ Robert E. Bosworth
- --------------------------
Robert E. Bosworth Director March 31, 2000
/s/ Hugh O. Maclellan
- --------------------------
Hugh O. Maclellan Director March 31, 2000
/s/ Mark A. Scudder
- --------------------------
Mark A. Scudder Director March 31, 2000
10
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<TABLE>
<CAPTION>
- ------------------- ------------------------------------------------------------------------------------------------
<S> <C>
Exhibit No. Exhibit
- ------------------- ------------------------------------------------------------------------------------------------
5 Opinion of Scudder Law Firm, P.C.
- ------------------- ------------------------------------------------------------------------------------------------
23.1 Consent of PricewaterhouseCoopers LLP
- ------------------- ------------------------------------------------------------------------------------------------
23.2 Consent of Scudder Law Firm, P.C. (contained in Exhibit 5 hereto)
- ------------------- ------------------------------------------------------------------------------------------------
24 Power of Attorney (contained in the signature page to this Registration Statement)
- ------------------- ------------------------------------------------------------------------------------------------
</TABLE>
11
Exhibit 5
May 17, 2000
Covenant Transport, Inc.
400 Birmingham Highway
Chattanooga, TN 37419
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Scudder Law Firm, P.C. has served as legal counsel to Covenant
Transport, Inc., a Nevada corporation (the "Company"), in the preparation and
filing with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-8 (the "Registration Statement"). The Registration Statement
relates to the registration of shares of the Company's Class A Common Stock, par
value $.01 per share (the "Shares"), which are to be offered under the Company's
Incentive Stock Plan (the "Plan"). It is our opinion that:
1. The Company is a validly organized and existing corporation
under the laws of the State of Nevada.
2. All necessary corporate action has been duly taken to
authorize the establishment of the Plan, the issuance of Shares under
the Plan, and the registration of the Shares covered by the
Registration Statement under the Securities Act of 1933.
3. Any Shares issued and paid for under the Plan will be
legally issued, fully paid and non-assessable shares of the Class A
Common Stock of the Company.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement.
Very truly yours,
SCUDDER LAW FIRM, P.C.
By: /s/ Mark A. Scudder
-------------------
Mark A. Scudder
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 2000, relating to the
financial statements, which appears in Covenant Transport, Inc.'s Annual Report
on Form 10-K/A for the year ended December 31, 1999.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Knoxville, Tennessee
May 15, 2000
