As filed with the Securities and Exchange Commission on June 19, 1996
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Hub Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4007085
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
377 East Butterfield Road, Suite 700
Lombard, Illinois 60148
(Address of Principal Executive Offices) (Zip Code)
Hub Group, Inc. 1996 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)
(708) 271-3600
(Telephone Number, Including Area Code, of Agent For Service)
______________________
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share(1) Offering Price Registration
Fee
- ------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share............... 362,500 Shares(1) $14.0000 $5,075,000.00 $1,750.00
- -------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share............... 87,500 Shares(2) $20.3125 $1,777,343.75 $612.88
- -------------------------------------------------------------------------------------------------------
Total.......................... 450,000 Shares $2,362.88
=======================================================================================================
<FN>
(1) Pursuant to Rule 457(h)(1), computed on the basis of the price at which the options may be
exercised.
(2) Pursuant to Rule 457(h)(1), computed on the basis of the average of the high and low sales
prices on June 13, 1996.
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) Prospectus dated March 13, 1996 filed with the Commission
under Rule 424(b)(4);
(b) The description of Common Stock included in the Company's
Registration Statement on Form 8-A filed with the Commission
on February 13, 1996;
(c) Quarterly Report on Form 10-Q for the Quarter ended March 31,
1996; and
(d) Form 8-K filed with the Commission on May 17, 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 ("GCL") (Section 145) gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations 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 a director or officer who successfully defends
an action the right to be so indemnified, and authorizes the Registrant 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-laws, agreement, vote of stockholders or otherwise.
(b) Article Eleventh of the Certificate of Incorporation of the
Registrant permits, and Article VI of the ByLaws 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 Delaware GCL, the
Registrant's Certificate of Incorporation provides that directors shall not be
liable for monetary damages for breaches of their fiduciary duty as directors
except to the extent such exemption from liability or limitation thereof
is not permitted under the Delaware GCL as the same exists or may be
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
Item 9. Undertakings.
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;
(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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
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, where applicable, each filing of an
employee benefit 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.
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 provisions of the registrant's articles of
incorporation or by-laws 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 Securities Act of 1933 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 of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lombard,
Illinois, on June 18, 1996.
HUB GROUP, INC.
By /s/ David P. Yeager
---------------------
David P. Yeager
Chief Executive Officer
and Vice Chairman
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints David P. Yeager, Mark A. Yeager, William L. Crowder and Thomas L.
Hardin and each of them, the true and lawful attorneys-in-fact and agents of the
undersigned, with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, 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 Securities and Exchange 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 the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully 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 June 18, 1996.
Title
-----
/s/ David P. Yeager Vice-chairman,
David P. Yeager Chief Executive Officer
and Director
/s/ William L. Crowder Vice President--Finance
William L. Crowder and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Phillip C. Yeager Chairman and Director
Phillip C. Yeager
/s/ Thomas L. Hardin President, Chief Operating
Thomas L. Hardin Officer and Director
/s/ Charles R. Reaves Director
Charles R. Reaves
/s/ Martin P. Slark Director
Martin P. Slark
/s/ Gary D. Eppen Director
Gary D. Eppen
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
- ------- ----------------------- ------------
4.1 Restated Certificate of Incorporation
(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. 1996 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 Powers of Attorney (included on the signature page
of the registration statement)