Registration No. 333-06569
As filed with the Securities and Exchange Commission on August 28, 1998
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________
AASCHE TRANSPORTATION SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3964954
(State or other Jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
10214 North Mt. Vernon Road (815) 864-2421
Shannon, Illinois 61078 (Telephone number, including
(Address, Including Zip Code, of area code, of registrant's
registrant's principal executive offices) principal executive offices)
AASCHE TRANSPORTATION SERVICES, INC. STOCK OPTION PLAN
(Full Title of the Plan)
Mr. Larry L. Asche Copy to:
Chairman and Chief Operating Officer Joel R. Schaider, Esq.
Aasche Transportation Services, Inc. Sachnoff & Weaver, Ltd.
10214 North Mt. Vernon Road 30 South Wacker Drive, Suite 2900
Shannon, Illinois 61078 Chicago, Illinois 60606
(815) 864-2421 (312) 207-1000
(Name, address, including zip code and telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering registration fee(2)
registered(1) registered(1) share(2) price(2)
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, par 225,000 $4.53 $1,019,250 $301
value $.0001 per
share
=====================================================================================================================
(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution
provisions contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on
the NASDAQ/National Market System on August 26, 1998.
================================================================================
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the Securities
Act of 1933, File No. 333-06569, which was filed with the Commission on June 21,
1996, are incorporated by reference in this Post-Effective Amendment No. 1 to
the Form S-8 Registration Statement.
2
SIGNATURES
The Registrant. 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 Shannon, State of Illinois, on the 26th day of
August, 1998.
Aasche Transportation Services, Inc.
By: /s/ Larry L. Asche
-----------------------------------------
Larry L. Asche
Chief Operating Officer
3
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
respective capacities on this 26th day of August, 1998.
Signature Title
--------- -----
/s/ Larry L. Asche Chairman and Chief Operating Officer and Director
- ------------------------- (Principal Executive Officer)
Larry L. Asche
/s/ Kevin M. Clark Chief Executive Officer, President and Director
- -------------------------
Kevin M. Clark
/s/ Leon M. Monachos Chief Financial Officer (Principal Financial Officer
- ------------------------- and Principal Accounting Officer) and Director
Leon M. Monachos
* Director
- -------------------------
Diane L. Asche
* Director
- -------------------------
Steven R. Green
* Director
- -------------------------
Richard S. Baugh
*By: /s/ Larry L. Asche
-------------------------
Larry L. Asche,
Attorney-in-fact
4
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
------- ---------------------- -----------
4.1 Certificate of Incorporation of Aasche Transportation *
Services, Inc., as amended
4.2 By-Laws of Aasche Transportation Services, Inc. *
4.3 Aasche Transportation Services, Inc. Stock Option Plan
5 Opinion of Sachnoff & Weaver, Ltd. with regard to the
legality of the securities being registered
23.1 Consent of Ernst & Young, LLP with respect to the
financial statements of the Company
23.2 Consent of Baird, Kurtz & Dobson, with respect to the
financial statements of Polar Express Corporation
* Filed as an exhibit to the Company's Registration Statement on Form S-1,
Registration Statement on Form SB-2, Registration Statement No. 33-81942C,
declared effective by the Securities and Exchange Commission on September
23, 1994, and incorporated herein by reference.
5