As filed with the Securities and Exchange Commission on June 13, 1997
File 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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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 Employee Profit Sharing Plan and Trust*
Hub City North Central, L.P. 401(k) Profit Sharing Plan
(Full Title of Each of the Plans)
*Additional registrants are listed on the attached page.
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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title Of Amount Offering Aggregate Amount of
Securities To Be Price Per Offering Registration
To Be Registered(1) Registered Share(2) Price Fee
- ------------------------------------------------------------------------------
Class A Common Stock,
par value $.01 per
share . . . . . . . 200,000 Shares(3) $27.44 $5,488,000 $1,663.03
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Pursuant to Rule 457(h)(1), computed on the basis of the average of the
high and low sales prices on June 10, 1997.
(3) The number of shares of Class A Common Stock to be registered may be
adjusted in accordance with the provisions of the Plans in the event
that, during the periods that the Plans are 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
Plans.
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ADDITIONAL REGISTRANTS
(Exact Names of Registrants as Specified in Their Respective Charters)
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub Group, Inc.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Atlanta, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Mid-Atlantic, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Alabama, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Boston, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Terminals, INC.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Cleveland, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Dallas, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Detroit, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Houston, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Indianapolis, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Florida, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Kansas City, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Los Angeles, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Tennessee, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City New Orleans, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City New York/New Jersey, L.P.
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Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Philadelphia, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Pittsburgh, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Portland, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City New York State, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Rio Grande, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Golden Gate, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City St. Louis, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City Ohio, L.P.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub Group Distribution Services
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by HLX Company, L.L.C.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Quality Services, L.L.C.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Quality Services of Michigan, L.L.C.
Hub Group Employee Profit Sharing Plan and Trust, as maintained
by Hub City New Haven, L.P.
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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) Annual Report on Form 10-K for the Year ended December 31,
1996;
(b) Quarterly Report on Form 10-Q for the Quarter ended March 31,
1997; 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 ("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'
5
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 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 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)
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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 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
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 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.
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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 13, 1997.
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.
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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 13, 1997.
Title
-----
/s/ David P. Yeager
- ------------------------------------ Vice-Chairman, Chief Executive Officer
David P. Yeager and Director
/s/ William L. Crowder
- ------------------------------------ Vice President - Finance and Chief
William L. Crowder Financial Officer (Principal Financial
and Accounting Officer)
/s/ Phillip C. Yeager
- ------------------------------------ Chairman and Director
Phillip C. Yeager
/s/ Thomas L. Hardin
- ------------------------------------ President, Chief Operating Officer
Thomas L. Hardin 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
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Pursuant to the requirements of the Securities Act of 1933,
as amended, the trustees (or other persons who administer the
employee benefit plans) have duly caused this Registration
Statement to be signed on the plans' behalf by the undersigned,
thereunto duly authorized, in the City of Lombard, Illinois, on
June 13, 1997.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB GROUP, INC.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY ATLANTA, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY MID-ATLANTIC, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY ALABAMA, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY BOSTON, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY TERMINALS, INC.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY CLEVELAND, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY DALLAS, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY DETROIT, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY HOUSTON, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY INDIANAPOLIS, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY FLORIDA, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY KANSAS CITY, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY LOS ANGELES, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY TENNESSEE, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY NEW ORLEANS, L.P.
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HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY NEW YORK/NEW JERSEY, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY PHILADELPHIA, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY PITTSBURGH, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY PORTLAND, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY NEW YORK STATE, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY RIO GRANDE, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY GOLDEN GATE, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY ST. LOUIS, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY OHIO, L.P.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB GROUP DISTRIBUTION SERVICES
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HLX COMPANY, L.L.C.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY QUALITY SERVICES, L.L.C.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY QUALITY SERVICES OF MICHIGAN,
L.L.C.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN AND TRUST,
AS MAINTAINED BY HUB CITY NEW HAVEN, L.P.
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HUB CITY NORTH CENTRAL, L.P. 401(K) PROFIT SHARING
PLAN
By /s/ David P. Yeager
----------------------------------
David P. Yeager
Chief Executive Officer
and Vice Chairman of Hub
Group, Inc.
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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 City North Central, L.P. 401(k) Profit
Sharing Plan . . . . . . . . . . . . . . . . .
4.4 Form of Hub Group Employee Profit Sharing
Plan and Trust for each of the other
registrants. . . . . . . . . . . . . . . . . .
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)
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