As filed with the Securities and Exchange Commission on February 12, 1999
Registration No. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KNIGHT TRANSPORTATION, INC.
(Exact name of Registrant as specified in its charter)
Arizona 86-0649974
(State) (I.R.S. Employer Identification No.)
5601 West Buckeye Road 85043
Phoenix, Arizona (Zip Code)
(Address of Principal Executive Offices)
AMENDED AND RESTATED KNIGHT TRANSPORTATION, INC.
STOCK OPTION PLAN
(Full title of the plan)
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With copy to:
Kevin P. Knight James E. Brophy, III, Esq.
Chief Executive Officer Ryley, Carlock & Applewhite
Knight Transportation, Inc. Suite 2700
5601 West Buckeye Road 101 North First Avenue
Phoenix, Arizona 85043 Phoenix, Arizona 85003-1973
(602) 269-2000 (602) 258-7701
(Name, address and telephone number of agent for service)
----------------------------
A COMBINED PROSPECTUS IS BEING USED FOR AN EARLIER FORM S-8
REGISTRATION STATEMENT FILE NO. 33566
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities maximum maximum Amount of
to be Amount to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee(3)
- --------------------------------------------------------------------------------
Common Stock, par 1,500,000.00 $20.81 $31,215,000 $3,301.00
value $.01 per share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
Of the 1,500,000 shares being registered on this Form S-8, 975,000 shares
are being carried forward from Form S-8 Registration No. 33566.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, on the
basis of the average of the high and low prices of the Company's Common
Stock on the National Association of Securities Dealers Automated System
(National Market) on February 8, 1999 as reported in the WALL STREET
JOURNAL.
(3) The registration fee was calculated as the difference between the total
computed fee of $6,243.00 less the sum of $2,942.00 that was previously paid
in connection with Form S-8 Registration Statement File No. 33566.
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STATEMENT
This is a registration of additional securities of the same class for
which a Form S-8 Registration Statement has already been filed. The contents of
the earlier Form S-8 Registration Statement, File No. 33566, are hereby
incorporated by reference.
The information contained herein is information that is not contained
in the earlier Form S-8 Registration Statement.
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 employee who is eligible to participate in the
Knight Transportation, Inc. Amended and Restated Stock Option Plan (the "Plan"),
in accordance with Form S-8 and Securities Act Rule 428(b)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by
reference into this Registration Statement:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
b. All other reports filed by the Company and the Plan pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1997.
c. Description of Common Stock set forth in the Company's Prospectus
dated July 19, 1996, filed as part of the Company's Registration
Statement on Form S-1 with File Number 3383534.
All documents subsequently filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities of the Company offered through the Plan and all
interests in the Plan have been sold or which deregisters all securities
then 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: INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6: INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The contents of the earlier Form S-8 Registration Statement, File No.
33566, pertaining to this Item are hereby incorporated by reference.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8: EXHIBITS.
The exhibits to the Registration Statement are listed in the Exhibit
Index included elsewhere herein.
ITEM 9: UNDERTAKINGS.
A. The undersigned 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:
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a. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
b. To reflect in the prospectus any facts or events arising after
the effective date of the 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 the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered does not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "calculation of Registration Fee" table in the
effective Registration Statement;
c. To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 and each filing of the
Plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
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. The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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
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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 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 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 Phoenix, State of Arizona, on this 12th day of
February, 1999.
KNIGHT TRANSPORTATION, INC.,
an Arizona corporation
By /s/ L. Randy Knight
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L. Randy Knight, Chairman of the Board
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 date indicated.
/s/ L. Randy Knight Chairman of the Board and February 12, 1999
- ------------------------ Director
L. Randy Knight
/s/ Kevin P. Knight Chief Executive Officer and February 12, 1999
- ------------------------ Director (Principal Executive
Kevin P. Knight Officer)
/s/ Gary J. Knight President and Director February 12, 1999
- ------------------------
Gary J. Knight
/s/ Keith T. Knight Executive Vice President and February 12, 1999
- ------------------------ Director
Keith T. Knight
/s/ Clark A. Jenkins Chief Financial Officer, February 12, 1999
- ------------------------ Secretary and Director (Principal
Clark A. Jenkins Financial Officer)
/s/ Keith L. Turley Director February 12, 1999
- ------------------------
Keith L. Turley
/s/ Donald A. Bliss Director February 12, 1999
- ------------------------
Donald A. Bliss
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the trustees of the Plan have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Phoenix, State of Arizona, on this 12th day of February, 1999.
KNIGHT TRANSPORTATION, INC. 1998 AMENDED
AND RESTATED STOCK OPTION PLAN
By /s/ Donald A. Bliss
---------------------------------------------
Donald A. Bliss, Chairman of the
Compensation Committee (Plan Administrator),
on behalf of the Plan
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<PAGE>
By /s/ L. Randy Knight
---------------------------------------------
L. Randy Knight, Chairman of the Board of
Directors (Administrator of Independent
Directors Division of the Plan), on behalf
of the Independent Directors Division of
the Plan
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page(1)
- ----------- ----------- ----------------
Exhibit 4 Instruments defining the rights of security
holders, including indentures:
1. Articles 4, 10 and 11 of the Restated
Articles of Incorporation of the Company.
(Incorporated by reference to Exhibit 4.1 to
the Company's Report on Form 10-K for the
fiscal year ended December 31, 1994.)
2. Sections 2 and 5 of the Amended and Restated
Bylaws of the Company. (Incorporated by
reference to Exhibit 4.2 to the Company's
Report on Form 10- K for the fiscal year
ended December 31, 1996.)
3. Restated Knight Transportation, Inc. 1994
Stock Option Plan. (Incorporated by
reference from Exhibit 1 to the Company's
Information Statement filed April 1, 1998 on
Schedule 14C.)
Exhibit 5 Opinion regarding legality:
Opinion of Ryley, Carlock & Applewhite, a
professional association 9
Exhibit 23 Consents:
1. Ryley, Carlock & Applewhite, a See
professional association Exhibit 5
2. Arthur Andersen LLP, independent public 11
accountants
(1) The page numbers where exhibits (other than those incorporated by reference)
may be found are indicated only on the manually signed Registration
Statement.
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February 12, 1999
Knight Transportation, Inc.
5601 West Buckeye Road
Phoenix, Arizona 85043
Re: Knight Transportation, Inc. - Registration Statement on Form S-8
pertaining to One Million Five Hundred Thousand (1,500,000) Shares of
Common Stock, par value One Cent ($.01) per Share (the "Shares") and the
Knight Transportation, Inc. 1998 Amended and Restated Stock Option Plan
(the "Stock Option Plan")
Ladies and Gentlemen:
In connection with the registration of the Shares and the Stock Option
Plan under the Securities Act of 1933, as amended (the "Act"), by Knight
Transportation, Inc., an Arizona corporation (the "Company"), on Form S-8 filed
with the Securities and Exchange Commission (the "Commission") on or about
February 12, 1999 (hereinafter the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below.
We have acted as corporate counsel for the Company in connection with
the matters described herein. In our capacity as corporate counsel to the
Company, we have reviewed and are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the authorization and
issuance of the Shares and, for purposes of this opinion, we have assumed all
such proceedings will be timely completed in the manner presently proposed. In
addition, we have relied upon certificates and advice from the officers of the
Company upon which we believe we are justified in relying and on various
certificates from, and documents recorded with, the Arizona Corporation
Commission, and such laws, records, documents, certificates, opinions and
instruments as we deem necessary to render this opinion.
We have assumed the genuineness of all signatures, and the authenticity
of all documents submitted to us as originals and the conformity of the
originals of all documents submitted to us as certified, photostatic or
conformed copies. In addition, we have assumed that each person executing any
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Knight Transportation, Inc.
February 12, 1999
Page 2
instrument, document or certificate referred to herein on behalf of any party is
duly authorized to do so.
Based on the foregoing and subject to the assumptions and qualifications
set forth herein, it is our opinion that, as of the date of this letter, all of
the Shares have been duly authorized and the Shares will, upon issuance and
delivery in accordance with the terms and conditions described in the
Registration Statement, be legally issued, fully paid and non-assessable.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
We are qualified to practice law in the State of Arizona and do not
purport to be experts on, or to express any opinions herein concerning, any law
other than the law of the State of Arizona. Furthermore, the opinions presented
in this letter are limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated.
The opinions expressed in this letter are solely for your use and may
not be relied upon by any other person without our prior written consent.
Sincerely,
RYLEY, CARLOCK & APPLEWHITE,
a professional association
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 26, 1998
included in Knight Transportation, Inc.'s Form 10-K for the year ended December
31, 1997 and to all references to our Firm included in this registation
statement.
/s/ Arthur Andersen LLP
Phoenix, Arizona,
January 19, 1999
