Registration No. 333-
As filed with the Securities and Exchange Commission on March 22, 2000
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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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Hub Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4007085
State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
377 East Butterfield Road, Suite 700
Lombard, Illinois 60148
(Address of Principal Executive Offices) (Zip Code)
Hub Group, Inc. 1999 Long-Term Incentive Plan
(Full Title of the Plan)
Mark A. Yeager
Hub Group, Inc.
377 East Butterfield Road, Suite 700
Lombard, Illinois 60148
(Name and Address of Agent For Service)
(630) 271-3600
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Maximum Maximum
Securities Amount Offering Price Aggregate Amount of
To Be Registered To Be Registered Per Share(1) Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par
value $.01 per share..... 600,000 Shares(2) $16.0625 $9,637,500.00 $2,544.30
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(1) Pursuant to Rule 457(h)(1), the offering price of the Class A
Common Stock was computed on the basis of the average of the high
and low sales prices of the Class A Common Stock on the Nasdaq
Stock Market on March 17, 2000.
(2) The number of shares of Class A Common Stock to be registered may
be adjusted in accordance with the provisions of the Plan in the
event that, during the period that the Plan is in effect, the
number of shares of Class A Common Stock is increased or decreased
or such shares are changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company
through reorganization, merger or consolidation, recapitalization,
stock split, split-up, combination, exchange of shares, declaration
of any Class A Common Stock dividends or similar events without
receipt of consideration by the Company. Accordingly, this
Registration Statement covers, in addition to the number of shares
of Class A Common Stock stated above, an indeterminate number of
shares which by reason of any such events may be issued in
accordance with the provisions of the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by Hub
Group, Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), File No. 0-27754,
are incorporated by reference herein and shall be deemed to be a part
hereof:
(a) The Company's Annual Report on Form 10-K for the Year ended
December 31, 1998;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1999, respectively;
and
(c) The description of Class A Common Stock included in the
Company's Registration Statement on Form 8-A filed with
the Commission on February 13, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed 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.
(a) The Delaware General Corporation Law ("DGCL") (Section 145)
gives the Company broad powers to indemnify its present and former
directors and officers and those of affiliated entities against expenses
incurred in the defense of any lawsuit to which they are made parties by
reason of being or having been such directors or officers, subject to
specified conditions and exclusions, gives such a director or officer who
successfully defends an action the right to be so indemnified, and
authorizes the Company to buy directors' and officers' liability insurance.
Such indemnification is not exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
stockholders or otherwise.
(b) Article Eleventh of the Certificate of Incorporation of the
Registrant permits, and Article VI of the By-Laws of the Registrant
provides for, indemnification of directors, officers, employees and agents
to the fullest extent permitted by law.
(c) In accordance with Section 102(b)(7) of the DGCL, the
Company's Certificate of Incorporation provides that directors shall not be
liable for monetary damages for breaches of their fiduciary duties as
directors except to the extent such exemption from liability or limitation
thereof is not permitted under the DGCL as the same exists or may be
amended from time to time.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(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 the 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
the registration statement;
provided, however, that paragraphs (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 with or furnished to the
Commission by the registrant pursuant to section
13 or section 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.
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(b) The undersigned 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
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) 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
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe 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 Village of Lombard, State of Illinois, on
March 22, 2000.
HUB GROUP, INC.
By /s/ David P. Yeager
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David P. Yeager
Chief Executive Officer and Vice Chairman
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Phillip C. Yeager, David P. Yeager, Thomas L. Hardin and Mark A.
Yeager and each of them, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for and in
the name, place and stead of such person, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Commission, and
hereby grants to such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, and each of them, 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 indicated on March 22, 2000.
Title
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/s/ David P. Yeager
- ---------------------- Vice-Chairman, Chief Executive Officer
David P. Yeager and Director
/s/ Jay E. Parker
- ---------------------- Vice President-Finance and Chief Financial Officer
Jay E. Parker (Principal Financial and Accounting Officer)
/s/ Phillip C. Yeager
- ---------------------- Chairman and Director
Phillip C. Yeager
/s/ Thomas L. Hardin
- ---------------------- President, Chief Operating Officer and Diretor
Thomas L. Hardin
Charles R. Reaves
- ---------------------- Director
Charles R. Reaves
/s/ Martin P. Slark
- ---------------------- Director
Martin P. Slark
/s/ Gary D. Eppen
- ---------------------- Director
Gary D. Eppen
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EXHIBIT INDEX
Exhibit Description of Exhibit
Number ----------------------
- -------
4.1 Certificate of Incorporation, as amended (incorporated by reference
to Exhibits 3.1 and 3.3 to Registration Statement on Form S-1,
Registration Statement No. 33-90210)
4.2 By-Laws (incorporated by reference to Exhibit 3.2 to Registration
Statement on Form S-1, Registration Statement No. 33-90210)
4.3 Hub Group, Inc. 1999 Long-Term Incentive Plan
5.1 Opinion of Mayer, Brown & Platt
23.1 Consent of Mayer, Brown & Platt (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
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