As filed with the Securities and Exchange Commission on March 18, 1998
File No. 333-
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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 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. 1997 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)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title Of Amount Maximum Maximum Amount of
Securities To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share(1) Offering Price Fee
- -------------------------------------------------------------------------------
Class A Common
Stock, par value 150,000
$.01 per share........ Shares(2) $26.88 $4,032,000 $1,189.44
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(1) Pursuant to Rule 457(h)(1), computed on the basis of the average of
the high and low sales prices on March 11, 1998.
(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.
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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 Reports on Form 10-Q for the Quarters ended
March 31, June 30 and September 30, 1997, 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 ("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 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.
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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 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,
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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 March 18, 1998.
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, 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 March 18, 1998.
Title
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/s/ David P. Yeager Vice-chairman, Chief Executive Officer
- ------------------------------ and Director
David P. Yeager
/s/ William L. Crowder Vice President--Finance and Chief
- ------------------------------ Financial Officer (Principal Financial
William L. Crowder and Accounting Officer)
/s/ Phillip C. Yeager Chairman and Director
- ------------------------------
Phillip C. Yeager
/s/ Thomas L. Hardin President, Chief Operating Officer
- ------------------------------ and Director
Thomas L. Hardin
/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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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, Inc. 1997 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)