EXHIBIT 3.1.3
THIRD AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
KNIGHT TRANSPORTATION, INC.
Pursuant to the provisions of Sections 10-1003 and 10-1006 of the Arizona
Revised Statutes, and action taken by the shareholders and Board of Directors of
Knight Transportation, Inc., an Arizona corporation (the "Corporation"), the
Corporation hereby adopts this Third Amendment to its Restated Articles of
Incorporation filed with the Arizona Corporation Commission on August 31, 1994
(the "Third Amendment"), to be effective as of the date this Third Amendment is
filed with the Arizona Corporation Commission.
1. The name of the Corporation is Knight Transportation, Inc.
2. Article XI of the Restated Articles of Incorporation of the
Corporation is amended by deleting that Article in its entirety and substituting
the following:
"ARTICLE XI
SHAREHOLDER APPROVAL
Until December 31, 2005, the consent of those persons who hold sixty-seven
percent (67%) of the Corporation's issued and outstanding shares, voting as a
single class, shall be required to approve any offer to purchase substantially
all of the Corporation's assets or any share exchange, plan of merger or
consolidation, or other transaction, pursuant to which the outstanding common
stock of the Corporation is exchanged, acquired or converted into cash or other
consideration, given or issued by another person that is not controlled by the
Corporation; provided that nothing in this Article XI shall require that the
Corporation obtain shareholder approval to acquire, directly or indirectly, the
stock or assets of another entity, by merger, share exchange or otherwise,
through the issuance of the Corporation's common or preferred stock, the payment
of cash, or otherwise. For purposes of this Article, a person is controlled by
the Corporation only if the Corporation owns more than fifty percent (50%) of
the combined voting power of all classes of stock of such person, if such person
is a corporation or, if the person is not a corporation, the Corporation holds
more than fifty percent (50%) of the beneficial interest, capital, profits, or
voting rights of such person."
3. Except as provided above, all other articles and provisions of the
Restated Articles of Incorporation shall remain as in effect prior to the
adoption of this Third Amendment.
4. The foregoing Third Amendment was approved by Resolutions and Actions
of the Board of Directors, effective as of February 6, 2002.
5. The foregoing Third Amendment was approved by shareholders of the
Corporation at the Corporation's Annual Meeting of Shareholders on May 8, 2002
("the Annual Meeting").
6. With regard to the approval of this Third Amendment by shareholders of
the Corporation:
(a) The Corporation had issued and outstanding 36,932,138 shares of
its common stock, par value $0.01 per share ("the Common Stock"), as of the
record date of the Annual Meeting, March 21, 2002. A total of 36,932,138 shares
of the Corporation's issued and outstanding Common Stock were entitled to vote
at the Annual Meeting. Of these, a total of 35,622,809 shares of the
Corporation's Common Stock were present in person or by proxy at the Annual
Meeting; and
(b) A total of 19,091,104 shares of the Corporation's Common Stock
voted in favor of the Third Amendment and 11,950,682 shares of the Corporation's
Common Stock voted against the Third Amendment. The number of shares voting in
favor of the Third Amendment was sufficient for approval by shareholders of the
Corporation.
IN WITNESS WHEREOF, the foregoing Third Amendment to the Restated Articles
of Incorporation of Knight Transportation, Inc. are hereby executed in duplicate
and effective as of the 8th day of May, 2002, upon filing with the Arizona
Corporation Commission.
KNIGHT TRANSPORTATION, INC.
By: /s/ Kevin P. Knight
-----------------------------------
Kevin P. Knight
Chairman of the Board/Chief
Executive Officer
By: /s/ Timothy M. Kohl
------------------------------------
Timothy M. Kohl, Secretary
CERTIFICATE OF SECRETARY
The undersigned, Timothy M. Kohl, Secretary of Knight Transportation, Inc.,
does hereby certify that the foregoing copy of the Third Amendment to Restated
Articles of Incorporation of Knight Transportation, Inc. is a true and correct
copy of the Third Amendment to Restated Articles of Incorporation of Knight
Transportation, Inc., duly adopted by the Board of Directors, and that such
Third Amendment to Restated Articles of Incorporation of Knight Transportation,
Inc. has not been amended or repealed.
DATED: May 8, 2002.
/s/ Timothy M. Kohl
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Timothy M. Kohl, Secretary