Registration No. 33-_______
As filed with the Securities and Exchange Commission on January 8, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
U.S. TRUCKING, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 68-0133692
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(State of Incorporation) (IRS Employer Identification No.)
3125 Ashley Phosphate Road, Suite 128
North Charleston, South Carolina 29418
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(Address of Principal Executive Offices)
U.S. Trucking, Inc. 1998 Stock Option Plan
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(Full Title of the Plan)
W. Anthony Huff, Chairman
U.S. Trucking, Inc.
10602 Timberwood Circle #9
Louisville, Kentucky 40223
(502) 339-4000
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(Name, Address and Telephone Number of Agent for Service)
Copies to:
Judson B. Wagenseller, Esq.
Lynch, Cox, Gilman & Mahan,
500 Meidinger Tower
Louisville, Kentucky 40202
(502) 589-4215
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM
CLASS OF SECUR- TO BE OFFERING AGGREGATE AMOUNT OF
ITIES TO BE REGIS- PRICE OFFERING REGISTRATION
REGISTERED TERED PER UNIT(1) PRICE FEE
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Common Stock 2,000,000 $1.30 $2,600,000 $722.80
No Par Value
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(1) Determined by a weighted average exercise price of $.21 for the 1,441,000
options granted to date under the plan and $4.10, which is the average of the
high and low prices reported on the NASD Bulletin Board on January 6, 1999,
for the 559,000 shares reserved but not yet granted under both plans, pursuant
to 17 C.F.R. Section 230.457(h)(1).
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
462.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by U.S. Trucking, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated herein by
reference:
(1) The Company's Form 10-KSB for the fiscal year ended March 31, 1998.
(2) The Company's Quarterly Reports on Form 10-QSB for the quarters
ended June 30, 1998 and September 30, 1998.
(3) The Company's Current Reports on Form 8-K dated July 13, 1998 and
September 8, 1998.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and 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 by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
All shares of Common Stock bear equal voting rights and are not
assessable. Voting rights are not cumulative, and so holders of more than 50%
of the shares could, if they chose, elect all the Directors. Upon
liquidation, dissolution or winding up of the Company, the assets of the
Company, after payment of liabilities and any liquidation preferences on any
outstanding preferred stock, will be distributed pro rata to the holders of
the Common Stock. The holders of the Common Stock do not have preemptive
rights to subscribe for any securities of the Company and have no right to
require the Company to redeem or purchase their shares. Holders of Common
Stock are entitled to share equally in dividends when, as and if declared by
the Board of Directors, out of funds legally available therefor.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, Director or Officer of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such, is as follows:
(a) The Company has the power under the Colorado Business Corporation
Act to indemnify any person who was or is a party or is threatened to be made
a party to any action, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a Director,
Officer, employee, fiduciary, or agent of the Company or was serving at its
request in a similar capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection therewith if he acted in good faith
and in a manner he reasonably believed to be in the best interest of the
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corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In case of an action
brought by or in the right of the Company such persons are similarly entitled
to indemnification if they acted in good faith and in a manner reasonably
believed to be in the best interests of the Company but no indemnification
shall be made if such person was adjudged to be liable to the Company for
negligence or misconduct in the performance of his duty to the Company unless
and to the extent the court in which such action or suit was brought
determines upon application that despite the adjudication of liability, in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification. In such event, indemnification is limited to
reasonable expenses. Such indemnification is not deemed exclusive of any
other rights to which those indemnified may be entitled under the Articles of
Incorporation, Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise.
(b) The Articles of Incorporation and Bylaws of the Company generally
require indemnification of Officers and Directors to the fullest extent
allowed by law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant, the Registrant has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following documents are filed as exhibits to this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION / LOCATION
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4.1 Certificate of Incorporation and Bylaws, as amended
(incorporated by reference to Registrant's Form S-18
Registration Statement No. 33-9640-LA)
4.2 Articles of Amendment to Articles of Incorporation *
4.3 U.S. Trucking, Inc. 1998 Stock Option Plan *
5 Opinion of Krys Boyle Freedman & Sawyer, P.C. *
23.1 Consent of Krys Boyle Freedman & Sawyer, P.C. (contained in
Exhibit 5)
23.2 Consent of Schumacher & Associates, Inc., Certified Public
Accountants *
23.3 Consent of Hein + Associates LLP *
23.4 Consent of Bianculli, Pascale & Co., P.C. *
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* Filed herewith electronically
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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;
(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 subparagraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 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.
(b) 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 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to Item 6, 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, 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.
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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 that 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 City of N. Charleston, State of South Carolina, on
this 8th day of January 1999.
U. S. TRUCKING, INC.
January 8, 1999 By:/s/ Danny L. Pixler
Danny L. Pixler, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Danny L. Pixler President and Director January 8, 1999
Danny Pixler
/s/ Anthony Huff Chairman and Executive January 8, 1999
Anthony Huff Vice President
/s/ John Ragland Treasurer (Chief Finan- January 8, 1999
John Ragland cial and Accounting
Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION METHOD OF FILING/LOCATION
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4.1 Certificate of Incorporation and Incorporated by reference
Bylaws, as amended (incorporated to Registrant's Form S-18
Registration Statement No.
33-9640-LA)
4.2 Articles of Amendment to Filed herewith electronically
Articles of Incorporation
4.3 U.S. Trucking, Inc. 1998 Filed herewith electronically
Stock Option Plan
5 Opinion of Krys Boyle Freedman Filed herewith electronically
& Sawyer, P.C.
23.1 Consent of Krys Boyle Freedman Contained in Exhibit 5
& Sawyer, P.C.
23.2 Consent of Schumacher & Filed herewith electronically
Associates, Inc., Certified
Public Accountants
23.3 Consent of Hein + Associates LLP Filed herewith electronically
23.4 Consent of Bianculli, Pascale & Filed herewith electronically
Co., P.C.