As filed with the Securities and Exchange Commission on December 2, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TRANSPORTATION COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0562800
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE RIVERWAY
SUITE 200
HOUSTON, TEXAS 77056
(713) 332-2500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
TRANSPORTATION COMPONENTS, INC.
1998 LONG-TERM INCENTIVE PLAN;
TRANSPORTATION COMPONENTS, INC.
1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN;
AND
669,894 WARRANTS TO PURCHASE AN AGGREGATE OF
669,894 SHARES OF COMMON STOCK
(Full Title of Plans)
T. MICHAEL YOUNG
CHIEF EXECUTIVE OFFICER
THREE RIVERWAY
SUITE 200
HOUSTON, TEXAS 77056
(713) 332-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
WITH COPIES TO:
WILLIAM D. GUTERMUTH PAUL E. PRYZANT
BRACEWELL & PATTERSON, L.L.P. SENIOR VICE PRESIDENT, GENERAL
SOUTH TOWER, PENNZOIL PLACE COUNSEL AND SECRETARY
711 LOUISIANA STREET, SUITE 2900 THREE RIVERWAY, SUITE 200
HOUSTON, TEXAS 77002-2781 (713) 332-2500
(713) 223-2900
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CALCULATION OF REGISTRATION FEE
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PROPOSED AMOUNT OF
TITLE OF AMOUNT TO MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1)(2) OFFERING PRICE(3) FEE
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Common Stock, par value
$.01 per share ........... 2,909,173 $ 13,469,471 $ 3,745
Warrants ................... 669,894 $ 3,101,610 $ 862
Total ............... 3,579,067 $ 16,571,081 $ 4,607
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(1) Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
to the maximum number of the registrant's securities issuable under the
Transportation Components, Inc. 1998 Long-Term Incentive Plan (the
"Incentive Plan") and the Transportation Components, Inc. 1998 Non-
Employee Directors' Stock Plan (the "Director Plan") (the Incentive Plan
and Director Plan are collectively referred to herein as the "Plans").
(2) The amount of securities registered hereby may exceed 3,579,067 shares of
Common Stock. The total number of shares of the Company's common stock, par
value $0.01 per share (the "Common Stock") subject to incentive awards
under the Director Plan is 250,000, subject to adjustment from time to time
as a result of certain anti-dilution provisions contained in such plan. The
total number of shares of Common Stock subject to incentive awards under
the Incentive Plan is the greater of (i) 2,500,000 or (ii) 15% of the total
number of shares of Common Stock outstanding at the time an incentive award
is granted. In addition, the number of shares issuable under the Incentive
Plan is subject to adjustment from time to time as a result of certain
anti-dilution provisions contained in such plan. Pursuant to Rule 416(a) of
the Securities Act of 1933, as amended (the "Act"), this Registration
Statement is deemed to cover these adjustments in the total number of
shares available under the Plans, which adjustments are indeterminate at
this time.
(3) Pursuant to Rule 457(c), the registration fee for these shares is
calculated based on the average of the high and low sales price per share
of the Common Stock, as reported by the New York Stock Exchange on December
1, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Transportation Components, Inc., a Delaware corporation, ("the Company"),
hereby incorporates by reference into this registration statement (the
"Registration Statement"): (i) Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-1 (File No. 333-50447); (ii) the description of
the Company's Common Stock contained in the Company's Form 8-A, filed June 1,
1998; and (iii) all other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities and Exchange Act of 1934, as amended, since June 19,
1998.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934, as
amended, subsequent to the filing date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered 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.
The Company will provide, without charge, to each participant in the
Company's 1998 Long-Term Incentive Plan and 1998 Non-Employee Directors' Stock
Plan, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3. All such
requests should be directed to Transportation Components, Three Riverway, Suite
200, Houston, TX 77056, Attention: General Counsel, phone number (713) 332-2500.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor, whether
by the corporation itself or derivatively by a stockholder, the corporation may
only indemnify for expenses, including attorney's fees, actually and reasonably
incurred in connection with the defense or settlement of such action, and the
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the corporation except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type
of proceeding, the indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in connection with such
other proceeding, as well as to expenses.
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The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether an employee or agent (who is not
then a director or officer of the corporation) seeking indemnification has met
the required standard of conduct may be made by any person or persons having
authority to act on the matter. The determination as to whether a director or
officer seeking indemnification has met the required standard shall be made (1)
by a majority vote of a quorum of disinterested members of the board of
directors, (or a committee thereof) (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.
The Company's Certificate of Incorporation requires the Company to indemnify
its directors and officers to the fullest extent permitted by Section 145 of the
DGCL. In addition, the Company maintains liability insurance for its directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Transportation Components, Inc. 1998 Long-Term Incentive Plan
(incorporated by reference to the Company's Registration Statement
on Form S-1 (File No. 333-50447), filed April 17, 1998)
4.2 Transportation Components, Inc. 1998 Non-Employee Director's Stock
Plan (incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-50447), filed April 17, 1998)
4.3 Form of Warrant
5.1 Opinion of Bracewell & Patterson, L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Ernst & Young LLP, Independent Auditors
23.4 Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page hereto)
ITEM 9. UNDERTAKINGS.
A. UNDERTAKING TO UPDATE
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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(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) 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 this Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of a 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 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) 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 this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
section 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
Section 15(d) of the Exchange Act, that are incorporated by
reference in this 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. UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
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 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. UNDERTAKING WITH RESPECT TO INDEMNIFICATION
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 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,
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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
Act and will be governed by the final adjudication of such issue.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURES
In accordance with 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 of filing on Form S-8 and has duly authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 2nd
day of December, 1998.
TRANSPORTATION COMPONENTS, INC.
By: /s/ T. MICHAEL YOUNG
T. Michael Young
CHIEF EXECUTIVE OFFICER
We, the undersigned directors and officers of Transportation Components,
Inc., constitute and appoint T. Michael Young or Paul E. Pryzant, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 2, 1998.
SIGNATURE TITLE
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/s/ T. MICHAEL YOUNG Chairman of the Board and Chief
T. Michael Young Executive Officer
/s/ HUGH H. N. MCCONNELL, Jr.Chief Financial Officer and
Hugh H. N. McConnell, Jr. Director (Principal Accounting
Officer)
/s/ J. DAVID GOOCH Director
J. David Gooch
/s/ Louis J. Boggeman, Jr. Director
Louis J. Boggeman, Jr.
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/s/ HENRY B. COOK, JR. Director
Henry B. Cook, Jr.
/s/ Thomas A. Work Director
Thomas A. Work
/s/ PETER D. LUND Director
Peter D. Lund
/s/ EVERETT W. PETRY Director
Everett W. Petry
/s/ RODOLFO A. DUEMICHEN Director
Rodolfo A. Duemichen
/s/ RONALD G. SHORT Director
Ronald G. Short
/s/ MAURA L. BERNEY Director
Maura L. Berney
/s/ JOHN R. OREN Director
John R. Oren
/s/ Lawrence K. King Director
Lawrence K. King
/s/ I. T. Corley Director
I. T. Corley
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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4.1 Transportation Components, Inc. 1998 Long-Term Incentive Plan
(incorporated by reference
to the Company's Registration Statement on Form S-1
(File No. 333-50447), filed
April 17, 1998)..........................................
4.2 Transportation Components, Inc. 1998 Non-Employee
Directors' Stock Plan (incorporated
by reference to the Company's Registration Statement on
Form S-1 (File
No. 333-50447), filed April 17, 1998)....................
4.3 Form of Warrant..........................................
5.1 Opinion of Bracewell & Patterson, L.L.P. ................
23.1 Consent of Arthur Andersen LLP...........................
23.2 Consent of Arthur Andersen LLP...........................
23.3 Consent of Ernst & Young LLP, Independent Auditors.......
23.4 Consent of Bracewell & Patterson, L.L.P. (included in
Exhibit 5.1).............................................
24.1 Power of Attorney (included on the signature page hereto)
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