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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) APRIL 19, 2000
KNIGHT TRANSPORTATION, INC.
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(Exact name or registrant as specified in its charter)
Arizona 86-0649974
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5601 W. Buckeye Road, Phoenix, Arizona 85043
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(Address of Principal Executive Offices, including Zip Code)
Registrant's telephone number, including area code (602) 269-2000
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 19, 2000, Knight Transportation, Inc. ("Knight" or the "Company")
purchased all of the outstanding capital stock of John Fayard Freight, Inc.
d/b/a/ Fastway Systems ("Fastway"). Fastway is a privately-held company
headquartered in Gulfport, Mississippi, which operates primarily as a
short-to-medium haul truckload carrier in the Southeast and Gulf Coast regions
of the United States. Prior to the acquisition, Fastway also operated a local
warehousing, moving and storage business in the Gulfport and Mobile, Alabama
areas. Contemporaneously with the transaction, Fastway redeemed a portion of its
capital stock and distributed all of its real estate and improvements, as well
as the assets and certain liabilities associated with its warehousing, moving
and storage business, to its former sole stockholder, John R. Fayard, Jr.
("Fayard").
Fastway's assets consisted of approximately 222 tractors and 588 trailers,
as well as cash, accounts receivable, and other miscellaneous assets. In
addition, Fastway retained certain short and long term debt relating to revenue
equipment. Knight intends to continue operating the Fastway assets in its
truckload business.
As consideration for the acquisition, Knight paid Fayard $4,000,000 in cash
and issued 228,788 shares of Knight's unregistered and restricted common stock.
Knight has agreed to register the common stock issued to Fayard in the event
Knight files a registration statement for its common stock, other than stock
issued through employee benefit plans or dividend reinvestment programs. The
common stock issued by Knight were treasury shares which resulted from the
Company's repurchase of its common stock during 1999. Subject to a floor
limitation of $10.00 per share on the value of such shares when issued, Knight
may issue up to 105,000 additional shares of stock to Fayard and pay up to
$1,155,000 in cash bonuses to certain current full time employees of Fayard if
the operations of Fastway reach certain performance targets over the two years
following closing. Knight also agreed to employ Mr. Fayard for three years
following the closing as President of Fastway, and Mr. Fayard agreed not to
compete for five years following his last day of employment.
Knight used funds available under its line of credit with Wells Fargo Bank,
N.A. to fund the cash portion of the purchase price. The purchase consideration
was determined through arm's length negotiation between representatives of
Knight and Mr. Fayard and his representatives. Prior to the close of the
transaction, there was no material relationship between Mr. Fayard and Knight or
any of its affiliates, any director or officer of Knight, or any associate of
any such director of officer.
The terms of Knight's acquisition of Fastway are more fully described in
the Stock Purchase Agreement and related acquisition documents, copies of which
are attached hereto as Exhibit 2.1 through 2.5. The preceding discussion of the
transaction between Knight and Fastway is qualified in its entirety by reference
to Exhibits 2.1 through 2.5 of this report. Knight's press release announcing
the acquisition is attached hereto as Exhibit 99.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
Neither financial statements nor proforma financial information is required
to be furnished herewith because Fastway does not constitute a "significant
subsidiary" under Regulation SX, promulgated pursuant to the Securities and
Exchange Act of 1934.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(b) PROFORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
Exhibit 2.1 Stock Purchase Agreement dated April 19, 2000,
between John R. Fayard, Jr. and John Fayard Fast
Freight, Inc. *
Exhibit 2.2 Securities Purchase and Registration Agreement
(Piggyback Registration Rights) dated April 19, 2000,
between Knight and John R. Fayard, Jr.
Exhibit 2.3 Employment Agreement dated April 19, 2000,
between John R. Fayard, Jr. and John Fayard Fast
Freight, Inc.
Exhibit 2.4 Lease for Gulfport, Mississippi property dated
April 19, 2000, between John R. Fayard, Jr. and John
Fayard Fast Freight, Inc.
Exhibit 2.5 Lease for Mobile, Alabama property dated April 19,
2000, between John R. Fayard, Jr. and John Fayard
Fast Freight, Inc.
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* All of the schedules and certain of the exhibits to the Stock Purchase
Agreement have been omitted. The Company hereby agrees to furnish
supplementally to the Commission a copy of any schedule or exhibit omitted
upon the Commissioner's request.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KNIGHT TRANSPORTATION, INC.
Dated: May 4, 2000 /s/ Clark Jenkins
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Clark Jenkins
Executive Vice-President, Secretary, and
Chief Financial Officer
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