1
Registration No. 333-
----
As filed with the Securities and Exchange Commission on November 14, 1997
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
USA TRUCK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 71-0556971
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3108 INDUSTRIAL PARK ROAD
VAN BUREN, ARKANSAS 72956
(Address of Principal Executive Offices) (Zip Code)
------------------
USA TRUCK, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
------------------
COPY TO:
ROBERT M. POWELL KENN W. WEBB
PRESIDENT THOMPSON & KNIGHT,
USA TRUCK, INC. A PROFESSIONAL CORPORATION
3108 INDUSTRIAL PARK ROAD 1700 PACIFIC AVENUE
VAN BUREN, ARKANSAS 72956 SUITE 3300
(Name and address of agent for service) DALLAS, TEXAS 75201
(214) 969-1378
(501) 471-2500
(Telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Title of Proposed Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered(1) per Share(2) Price Fee
- ---------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 200,000 shares $ 12.50 $ 2,488,000 $ 753.94
per share
- ---------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, shares issuable upon
any stock split, stock dividend or similar transaction with respect to these
shares are also being registered hereunder.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933 on
the basis of the average of the high and low sales prices ($12.44) of the Common
Stock reported in the consolidated reporting system for Nasdaq National Market
securities on November 12, 1997.
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997; and
(3) The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A of the Registrant filed with
the Securities and Exchange Commission on February 13, 1992 and
declared effective on March 19, 1992, including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered pursuant to this Registration Statement 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.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
-1-
3
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Under Section 145 of the General
Corporation Law of the State of Delaware (the "Delaware Law"), the Registrant
has the power to indemnify its directors and officers, subject to certain
limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant to the
fullest extent authorized by Section 145 of the Delaware Law. In addition,
Article VI of the Bylaws of the Registrant permits the Registrant to maintain
insurance to protect itself and any of its directors, officers, employees or
agents against any expense, liability or loss incurred as a result of any
action, suit or proceeding whether or not the Registrant would have the power to
indemnify such person under the Delaware Law.
Pursuant to the Delaware Law, the Certificate of Incorporation of the
Registrant eliminates the personal liability of the directors of the Registrant
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty under certain circumstances.
The foregoing summaries are necessarily subject to the complete text of the
statute, bylaw and charter provision referred to above and are qualified in
their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation.
23.2 Consent of Ernst & Young LLP, independent auditors.
Item 9. Undertakings.
(a) The 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 this 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 this Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant
-2-
4
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this 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 Registrant hereby further 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 that is incorporated by reference in this
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 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 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.
-3-
5
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 Van Buren, State of Arkansas, on the 14th day of
November, 1997.
USA TRUCK, INC.
(Registrant)
By: /s/ ROBERT M. POWELL
---------------------------------
Robert M. Powell, President
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of USA Truck, Inc. hereby constitutes and appoints Robert M. Powell and
Jerry D. Orler, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or 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, granting unto said
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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ JAMES B. SPEED Chairman of the Board and November 14, 1997
- ----------------------------------- Director
James B. Speed
/s/ ROBERT M. POWELL President and Director November 14, 1997
- ----------------------------------- (principal executive officer)
Robert M. Powell
/s/ JERRY D. ORLER Vice President, Finance, Chief Financial November 14, 1997
- ----------------------------------- Officer and Director (principal
Jerry D. Orler financial and accounting officer)
/s/ GEORGE R. JACOBS Director November 14, 1997
- -----------------------------------
George R. Jacobs
/s/ JIM L. HANNA Director November 14, 1997
- -----------------------------------
Jim L. Hanna
/s/ ROLAND S. BOREHAM, JR. Director November 14, 1997
- ------------------------------------
Roland S. Boreham, Jr.
-4-
6
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
5.1 Opinion of Thompson & Knight, A Professional Corporation.
23.1 Consent of Thompson & Knight, A Professional Corporation
(Included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, independent auditors.