As filed with the Securities and Exchange Commission on November 17, 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. Outside Director Stock Option 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., L.L.O.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum Amount of
Amount to be maximum offering aggregate offering registration
Title of securities to be registered registered price per unit (1) price (1) fee
----------------------------------------------------- ----------------- --------------------- --------------------- ----------------
Class A common stock, $.01 par value per share... 50,000 shares $9.1004 $455,020 $121
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(1) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended
(the "Securities Act"), solely for purposes of calculating the registration
fee. The price is based upon (i) the actual price of $12.00 for 10,000
options, and (ii) the average of high and low prices ($8.3755) of Covenant
Transport Inc. Class A common stock on November 16, 2000, as reported on
the Nasdaq National Market, with respect to the 40,000 shares of Class A
common stock subject to future grants under the Outside Director Stock
Option Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to each participant in accordance with Form S-8 and
Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Covenant Transport, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement on Form S-8 (this "Registration Statement):
a. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
b. The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000, June 30, 2000, and September 30, 2000; and
c. The description of the Registrant's Class A common stock contained under
the caption Description of Registrant's Securities to be Registered in the
Registrant'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 Registrant'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 Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VII of the Registrant's Articles of Incorporation ("Articles")
and Article X of the Registrant's Bylaws provide that the Registrant'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 Registrant is
required to indemnify its directors and officers against any reasonable expenses
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(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 Registrant or while a director or officer of the Registrant are or were
serving at the Registrant'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
Registrant, and with respect to any criminal proceeding, had reasonable cause to
believe their conduct was lawful. The Registrant 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 Registrant. The Articles provide
that the Registrant may, through indemnification agreements, insurance, or
otherwise, provide additional indemnification. The Registrant has entered into
indemnification agreements with its directors and officers, pursuant to which
the Registrant agrees to indemnify such persons to the maximum extent against
expense or loss arising from any action, suit, or proceeding brought by reason
of the fact that any person is a director or officer of the Registrant.
Article VI of the Registrant's Articles 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 Registrant and its
stockholders as a director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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Exhibit No. Exhibit
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4.1 Restated Articles of Incorporation of Covenant Transport, Inc. (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-1, File No. 33-82978 (the "Form S-1")).
------------------- ------------------------------------------------------------------------------------------------
Amended Bylaws of Covenant Transport, Inc. (incorporated by reference to Exhibit 3.2 to the
4.2 Form S-1).
------------------- ------------------------------------------------------------------------------------------------
Opinion of Scudder Law Firm, P.C., L.L.O. as to the validity of the shares of Class A common
5 stock, par value $0.01 per share.
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23.1 Consent of PricewaterhouseCoopers LLP.
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23.2 Consent of Scudder Law Firm, P.C., L.L.O. (contained in Exhibit 5 hereto).
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24 Power of Attorney (contained in the signature page to this Registration Statement).
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Covenant Transport, Inc. Outside Director Stock Option Plan (incorporated by reference to
99 Appendix A to the Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 13, 2000, File No. 000-24960).
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ITEM 9. UNDERTAKINGS
a. The Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
b. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 November 16, 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 this Registration Statement,
exhibits thereto, and documents required in connection therewith with the
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, 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) November 16, 2000
/s/ Joey B. Hogan Treasurer and Chief Financial
------------------------ Officer (princial financial and
Joey B. Hogan accounting officer) November 16, 2000
/s/ Michael W. Miller Executive Vice President, Chief
------------------------ Operating Officer; Director
Michael W. Miller November 16, 2000
/s/ R.H. Lovin, Jr.
------------------------ Vice President - Administration,
R.H. Lovin, Jr. Secretary; Director November 16, 2000
/s/ William T. Alt
------------------------
William T. Alt Director November 16, 2000
/s/ Robert E. Bosworth
------------------------
Robert E. Bosworth Director November 16, 2000
/s/ Hugh O. Maclellan
------------------------
Hugh O. Maclellan Director November 16, 2000
/s/ Earl H. Scudder
-----------------------
Earl H. Scudder Director November 16, 2000
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Exhibit No. Exhibit
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4.1 Restated Articles of Incorporation of Covenant Transport, Inc. (incorporated by reference to
Exhibit 3.1 to the Registration Statement on Form S-1, File No. 33-82978 (the "Form S-1")).
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Amended Bylaws of Covenant Transport, Inc. (incorporated by reference to Exhibit 3.2 to the
4.2 Form S-1).
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Opinion of Scudder Law Firm, P.C., L.L.O. as to the validity of the shares of Class A common
5 stock, par value $0.01 per share.
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23.1 Consent of PricewaterhouseCoopers LLP.
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23.2 Consent of Scudder Law Firm, P.C., L.L.O. (contained in Exhibit 5 hereto).
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24 Power of Attorney (contained in the signature page to this Registration Statement).
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Covenant Transport, Inc. Outside Director Stock Option Plan (incorporated by reference to
99 Appendix A to the Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 13, 2000, File No. 000-24960).
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