Registration No. 333-204156
Registration No. 333-181547
Registration No. 333-152756
Registration No. 333-126601
Registration No. 333-105718
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
REGISTRATion STATEMENT UnderTHE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-204156
Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-181547
Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-152756
Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-126601
Post-Effective Amendment No. 1 on Form S-8 Registration Statement No. 333-105718
_________________
KNIGHT TRANSPORTATION, INC.
(Exact name of registrant as specified in its charter)
Arizona (State or other jurisdiction of | 86-069974
| |
2002 North 19th Avenue (Address of Principal Executive Offices) |
85027 (Zip Code) |
Amended and Restated 2015 Omnibus Incentive Plan
2012 Equity Compensation Plan
Amended and Restated 2003 Knight Transportation, Inc. Stock Option Plan
(Full title of the plan)
David A. Jackson
President and Chief Executive Officer
Knight Transportation, Inc.
20002 North 19th Avenue
Phoenix, Arizona 85027
(Name and address of agent for service)
(602) 269-2000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
DEREGISTRATION OF UNSOLD SECURITIES
On September 8, 2017 (the “Closing Date”), upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of April 9, 2017 (the “Merger Agreement”), by and among Knight-Swift Transportation Holdings Inc. (f/k/a Swift Transportation Company) (the “Company”), Bishop Merger Sub, Inc., a direct wholly owned subsidiary of the Company (“Merger Sub”), and Knight Transportation, Inc. (the “Registrant”), Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving corporation and as a direct wholly owned subsidiary of the Company (the “Merger”). The Merger became effective on September 8, 2017.
The Registrant is filing this Post-Effective Amendment to each of the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), previously filed by the Registrant, to deregister all securities that remain unsold under such Registration Statements including, without limitation, shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”):
| 1. | Registration No. 333-204156, filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2015, registering securities issuable pursuant to the Amended and Restated 2015 Omnibus Incentive Plan; |
| 2. | Registration No. 333-181547, filed with the Commission on May 18, 2012, registering securities issuable pursuant to the 2012 Equity Compensation Plan; |
| 3. | Registration No. 333-152756, filed with the Commission on August 4, 2008, registering securities issuable pursuant to the Amended and Restated 2003 Knight Transportation, Inc. Stock Option Plan. |
| 4. | Registration No. 333-126601, filed with the Commission on July 14, 2005, registering securities issuable pursuant to the 2003 Knight Transportation, Inc. Stock Option Plan. |
| 5. | Registration No. 333-105718, filed with the Commission on May 30, 2003, registering securities issuable pursuant to the 2003 Knight Transportation, Inc. Stock Option Plan. |
In connection with the Merger, the Registrant terminated all offers and sales of its securities registered pursuant to the Registration Statements. The Registrant hereby removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment to the Registration Statements on Form S-8 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 September, 2017.
| KNIGHT TRANSPORTATION, INC., an Arizona Corporation | ||||
| By: | /s/ David A. Jackson | |||
| Name: | David A. Jackson | |||
| Title: | President and Chief Executive Officer | |||
| By: | /s/ Adam Miller | |||
| Name: | Adam Miller | |||
| Title: | Chief Financial Officer | |||
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
