As filed with the Securities and Exchange Commission on June 10, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SMITHWAY MOTOR XPRESS CORP.
(Exact name of registrant as specified in charter)
NEVADA 42-1433844
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporationor organization)
2031 Quail Drive Ave
Route 5, P.O. Box 404 50501-2638
Fort Dodge, Iowa (Zip Code)
(Address of Principal Executive Offices)
Smithway Motor Xpress Corp. Incentive Stock Plan
(Full title of the plan)
William G. Smith
Chairman, President, and Chief Executive Officer
Smithway Motor Xpress Corp.
2031 Quail Drive Avenue
Route 5, P.O. Box 404
Fort Dodge, Iowa 50501-8511
(Name and address of agent for service)
(515) 576-7418
(Telephone number, including area code, of agent for service)
Copies to:
Mark A. Scudder, Esq.
Heidi Hornung Scherr, Esq.
Scudder Law Firm, P.C.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed maximum Amount of
Title of securities to be registered Amount to be maximum offering aggregate offering registration
registered price per unit (1) price (1) fee
- --------------------------------------- ------------------ --------------------- ----------------------- ------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
($.01 par value) ............. 275,000 shares $9.8125 $2,698,438 $751
- --------------------------------------- ------------------ --------------------- ----------------------- ------------------
</TABLE>
(1) Pursuant to Rule 457 (c) of the Securities Act of 1933, as amended (the
"Securities Act") solely for purposes of calculating the registration fee. The
price is based upon the average of the high and low prices for Smithway Motor
Xpress Corp. Class A Common Stock on June 4, 1999, as reported on the Nasdaq
National Market.
Page 1 of 7 pages
<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), the Registrant hereby makes the following statement:
On August 15, 1996, the Registrant filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (SEC file No. 333-10249) (the
"Prior Registration Statement") relating to shares of the Registrant's Class A
Common Stock ($.01 par value) to be issued pursuant to the Smithway Motor Xpress
Corp. 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 contents of the Prior Registration Statement are incorporated
herein by reference.
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Exhibit
5 Opinion of Scudder Law Firm, P.C.
23.1 Consent of KPMG Peat Marwick 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)
99 Amendment No. 2 to the Smithway Motor Xpress Corp.
Incentive Stock Plan
Page 2 of 7 pages
<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 Fort Dodge, State of Iowa on June 8, 1999.
SMITHWAY MOTOR XPRESS CORP.
By: /s/ William G. Smith
William G. Smith,
Chairman of the Board, President, and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints William G. Smith,
Michael E. Oleson, G. Larry Owens, 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/ William G. Smith Chairman of the Board, President,
William G. Smith and Chief Executive Officer; Director
(principal executive officer) June 8, 1999
/s/ G. Larry Owens Executive Vice President, Chief Operating
Larry Owens Officer and Chief Financial Officer;
Director (principal financial officer) June 8, 1999
/s/ Michael E. Oleson Treasurer and Chief Accounting Officer;
Michael E. Oleson (principal accounting officer) June 8, 1999
/s/ Herbert D. Ihle Director
Herbert D. Ihle June 8, 1999
/s/ Robert E. Rich Director
Robert E. Rich June 8, 1999
/s/ Terry G.Christenberry Director June 8, 1999
Terry G. Christenberry
Page 3 of 7 pages
<PAGE>
Exhibit No. Exhibit
5 Opinion of Scudder Law Firm, P.C.
23.1 Consent of KPMG Peat Marwick 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)
99 Amendment No. 2 to the Smithway Motor Xpress Corp.
Incentive Stock Plan
Page 4 of 7 pages
June 8, 1999
Smithway Motor Xpress Corp.
2031 Quail Avenue
Route 5, P.O. Box 404
Fort Dodge, IA 50501-8511
Re: Registration Statement on Form S-8
275,000 Shares of Class A Common Stock
Ladies and Gentlemen:
This opinion is rendered in connection with a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933. The Registration Statement
relates to the registration of 275,000 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 the
Shares, when issued and paid for in accordance with the Plan and any agreements
evidencing awards of the Shares, 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.
/s/ Mark A. Scudder
Mark A. Scudder, Principal
Page 5 of 7 pages
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Smithway Motor Xpress Corp.:
We consent to the use of our report incorporated herein by reference in this
Registration Statement on Form S-8 of Smithway Motor Xpress Corp.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Des Moines, Iowa
June 8, 1999
Page 6 of 7 pages
Exhibit 99
AMENDMENT NO. 2
SMITHWAY MOTOR XPRESS CORP.
INCENTIVE STOCK PLAN
This Amendment No. 2 to the Smithway Motor Xpress Corp. Incentive Stock
Plan (the "Amendment"), is made pursuant to Section 6.4.b. of the Smithway Motor
Xpress Corp. Incentive Stock Plan (the "Plan"). All terms in this Amendment
shall have the meaning ascribed in the Plan, unless otherwise defined herein.
Background. On March 1, 1995, all voting stockholders and all directors
of Smithway Motor Xpress Corp., a Nevada corporation (the "Company"), adopted an
Incentive Stock Plan (the "Plan"). On August 15, 1996, the Company adopted
Amendment No. 1 to the Plan. The Board of Directors desires to further amend the
Plan to increase the number of shares subject to the Plan.
In accordance with the foregoing, Article I of the Plan is amended by
deleting the second sentence of Section 1.6 and replacing it with the following:
The maximum number of shares of Common Stock which may be
issued for all purposes under the Plan shall be Five Hundred
Thousand (500,000).
This Amendment was duly adopted and approved by the Company's Board of
Directors on January 28, 1999 and by the Company's stockholders on May 7, 1999.
Page 7 of 7 pages
