SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant X
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Filed by a Party other than the Registrant
Check the Appropriate Box:
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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X Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Materials Pursuant toss.240.14a-11(c) orss.240.14a-12
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SIMON TRANSPORTATION SERVICES INC.
(Name of Registrant as Specified in its Charter)
The Simon Transportation Services Inc. Board of Directors
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the Appropriate Box):
X No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
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(1) Title of each class of securities to which
transaction applies: N/A
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(2) Aggregate number of securities to which
transaction applies: N/A
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(3) Price per unit or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11: N/A
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(4) Proposed maximum aggregate value of transaction: N/A
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(5) Total fee paid: N/A
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$N/A = Amount on which filing fee is calculated
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Fee paid previously with preliminary materials
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Check box if any part of the fee is offset as provided by Exchange
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fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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SIMON TRANSPORTATION SERVICES INC.
P.O. Box 26297
Salt Lake City, Utah 84126-0297
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NOTICE AND PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 21, 2001
- --------------------------------------------------------------------------------
To Our Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of Simon
Transportation Services Inc., a Nevada corporation (the "Company"), following
the fiscal year ended September 30, 2000, will be held at the Simon
Transportation Services Inc. corporate headquarters, 5175 West 2100 South, West
Valley City, Utah 84120, at 10:00 a.m., Mountain Standard Time, on February 21,
2001, for the following purposes:
1. To consider and act upon a proposal to elect three (3) directors of the
Company;
2. To consider and act upon a proposal to ratify the selection of Arthur
Andersen LLP, as independent public accountants for the Company for
the 2001 fiscal year;
3. To consider and act upon a proposal to amend the Incentive Stock Plan
to reserve an additional 1,000,000 shares of Class A Common Stock for
issuance to participants and approve the issuance of options to
purchase 425,000 of such shares to Company officers;
4. To consider and act upon a proposal to ratify the grant to the
Company's Chairman of the Board of a warrant to purchase 300,000 shares
of the Company's Class A Common Stock; and
5. To consider and act upon such other matters as may properly come before
the meeting and any adjournment thereof.
The foregoing matters are more fully described in the accompanying Proxy
Statement.
The Board of Directors has fixed the close of business on January 17,
2001, as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting or any adjournment thereof.
Shares of Common Stock may be voted at the Annual Meeting only if the holder is
present at the Annual Meeting in person or by valid proxy. YOUR VOTE IS
IMPORTANT. TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE
REQUESTED TO PROMPTLY DATE, SIGN, AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE. Returning your proxy now will not interfere with your right
to attend the Annual Meeting or to vote your shares personally at the Annual
Meeting, if you wish to do so. The prompt return of your proxy may save the
Company additional expenses of solicitation. All stockholders are cordially
invited to attend the Annual Meeting.
By Order of the Board of Directors
/s/ Jon F. Isaacson
Jon F. Isaacson
Chief Executive Officer and Director
Salt Lake City, Utah
January 29, 2001
SIMON TRANSPORTATION SERVICES INC.
Post Office Box 26297
Salt Lake City, UT 84126-0297
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PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 21, 2001
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Simon Transportation Services Inc., a
Nevada corporation (the "Company"), to be used at the Annual Meeting of
Stockholders of the Company following the fiscal year ended September 30, 2000
("Annual Meeting"), which will be held at the Simon Transportation Services Inc.
corporate headquarters, 5175 West 2100 South, West Valley City, Utah 84120, on
February 21, 2001, at 10:00 a.m. Mountain Standard Time, and any adjournment
thereof. All costs of the solicitation will be borne by the Company. The
approximate date of mailing this proxy statement and the enclosed form of proxy
is January 29, 2001.
The enclosed copy of the Company's annual report, for the fiscal year
ended September 30, 2000, is not incorporated into this Proxy Statement and is
not to be deemed a part of the proxy solicitation material.
PROXIES AND VOTING
Only stockholders of record at the close of business on January 17,
2001, are entitled to vote, either in person or by valid proxy, at the Annual
Meeting. Holders of Class A Common Stock are entitled to one vote for each share
held. The Class A Common Stock is the only class outstanding. On December 31,
2000, there were outstanding 6,115,109 shares of Class A Common Stock, par value
one cent ($.01), entitled to cast an aggregate 6,115,109 votes on all matters
subject to a vote at the Annual Meeting. The number of outstanding shares
excludes approximately 993,000 shares of Class A Common Stock reserved for
issuance to employees under the Company's incentive stock plan and 400,000
shares of Class A Common Stock reserved for issuance under the Company's
non-officer incentive stock plan. Of the shares reserved under both plans,
options have been granted covering approximately 962,000 shares and
approximately 707,000 shares were at December 31, 2000, subject to vested but
unexercised options. The outstanding shares also exclude 19,000 shares of Class
A Common Stock reserved for issuance under the Company's Outside Director Stock
Plan. At December 31, 2000, there were no options outstanding under the
Company's Outside Director Stock Plan. Holders of unexercised options are not
entitled to vote at the Annual Meeting. Stockholders are not entitled to
cumulative voting in the election of directors.
Any stockholder may be represented and may vote at the Annual Meeting
by a proxy or proxies appointed by an instrument in writing. In the event that
any such instrument in writing shall designate two (2) or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated
unless the instrument shall otherwise provide. No such proxy shall be valid
after the expiration of six (6) months from the date of its execution, unless
coupled with an interest or unless the person executing it specifies therein the
length of time for which it is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution. Any stockholder giving a
proxy may revoke it at any time prior to its use at the Annual Meeting by filing
with the Secretary of the Company a revocation of the proxy, by delivering to
the Company a duly executed proxy bearing a later date, or by attending the
meeting and voting in person. Subject to the above, any proxy duly executed is
not revoked and continues in full force and effect until an instrument revoking
it or a duly executed proxy bearing a later date is filed with the Secretary of
the Company.
Other than the election of directors, which requires a plurality of the
votes cast, each matter to be submitted to the stockholders requires the
affirmative vote of a majority of the votes cast at the meeting. For purposes of
determining the number of votes cast with respect to a particular matter, only
those cast "For" or "Against" are included. Abstentions and broker non-votes are
counted only for purposes of determining whether a quorum is present at the
meeting. If no direction is specified by the stockholder, the proxy will be
voted "FOR" the proposal specified in this notice, and, at the discretion of the
proxyholder, upon such other matters as may properly come before the meeting or
any adjournment thereof.
PROPOSAL 1
ELECTION OF DIRECTORS
Board of Directors
The Company's Bylaws permit the Board of Directors to establish the
number of directors that comprises the Board. The Company's amended and restated
Bylaws provide for a classified Board with the total number of directors between
three and twelve. Each class of the Board is to have, as nearly as possible,
one-third but no fewer than one-fourth of all directors. The number of directors
constituting the entire Board of Directors was reduced from nine to seven on
September 19, 2000. At such time, Gus Paulos, Don Skaggs, Irene Warr, Lyn Simon,
Sherry S. Bokovoy, and Richard D. Simon, Jr. resigned as directors and Jerry
Moyes, Gordon K. Holladay, Lou A. Edwards, and Earl H. Scudder were added as
directors. The classified Board of Directors is intended to promote continuity
of management and policies by preventing the entire Board from being replaced in
a single year.
Directors Nominated for Election
At the Annual Meeting, the stockholders will elect three (3) directors
to serve on the Board of Directors. Jerry Moyes, Richard D. Simon, and Kelle A.
Simon have been designated Class III directors and each is standing for
re-election. In the absence of contrary instructions, each proxy will be voted
for the election of such individuals to the indicated director class.
Earl H. Scudder and Lou A. Edwards serve as Class I directors. Gordon
K. Holladay and Jon F. Isaacson serve as Class II directors. The term of Class I
directors expires at the Annual Meeting following the fiscal year ended
September 30, 2001, the term of Class II directors expires at the Annual Meeting
following the fiscal year ended September 30, 2002, and the term of Class III
directors expires at the Annual Meeting following the fiscal year ended
September 30, 2003.
Information Concerning Executive Officers and Directors
Information concerning the names, ages, positions with the Company,
tenure as a director, and business experience of the Company's executive
officers and directors is set forth below. All references to experience with the
Company include positions with the Company's operating subsidiary, Dick Simon
Trucking, Inc., a Utah corporation.
NAME AGE POSITION DIRECTOR SINCE CLASS
---- --- -------- -------------- -----
Jerry Moyes1 2 57 Chairman of the Board 2000 III
Jon F. Isaacson2 37 Chief Executive Officer, Director 2000 II
Kelle A. Simon 38 President, Director 1997 III
Richard D. Simon 64 Director 1972 III
Earl H. Scudder1 2 58 Director 2000 I
Lou A. Edwards1 2 87 Director 2000 I
Gordon K. Holladay1 45 Director 2000 II
1 Member of the Audit Committee.
2 Member of the Compensation Committee.
Jerry Moyes has served as the Chairman of the Board since September
2000. He has been the Chairman of the Board, President, and Chief Executive
Officer of Swift Transportation Co., Inc., a nationwide truckload carrier
("Swift"), since 1984 and Chairman of the Board of Central Freight Lines, Inc.,
a regional less-than-truckload carrier ("Central"), since 1997. He served
as a Vice President of Swift from 1966 to 1984. Mr. Moyes was President of the
Arizona Motor Transport Association from 1987 to 1988.
Richard D. Simon founded the Company in 1955 and served as its Chairman
of the Board, and Chief Executive Officer from its incorporation in 1972 until
September 2000. Mr. Simon served as the Company's President from 1972 until
April 2000.
Jon F. Isaacson has served as the Company's Chief Executive Officer
since September 2000. Prior to this time, and for more than the past five years
he served as Vice President of East Coast Operations for Swift.
Kelle A. Simon has served as the Company's President since April 2000,
prior to which he served as Vice President of Maintenance and Fleet Purchasing
from 1992 through April 2000, and Maintenance Director from 1986 to 1992.
Earl H. Scudder has served as a Director of the Company since September
2000. Mr. Scudder has been President of Scudder Law Firm, P.C., L.L.O. in
Lincoln, Nebraska since February 1990, and has engaged in the private practice
of law since 1966. Mr. Scudder has served as a director of Swift since May 1993
and Central since 1997. He served as a director of Heartland Express, Inc.
from 1986 until 1996. He has served as Chairman of the Board of Class.com, Inc.
since 1999, and as a director of Transcom Technologies, Inc. since 1996.
Lou A. Edwards has served as a Director of the Company since September
2000. Mr. Edwards was, until 1999, and for more than five years previous
thereto, the President and sole stockholder of Sundance Truck Center
Incorporated. Mr. Edwards has 40 years of experience in the trucking industry
and has served as a director of Swift since 1990.
Gordon K. Holladay has served as a Director of the Company since
September 2000. He is, and for more than the past five years has been, the Chief
Financial Officer of SME Industries, Inc., the parent company of SME Steel
Contractors, Inc., a steel erection and fabrication company located in West
Jordan, Utah. SME is controlled by Mr. Moyes.
Meetings and Compensation
Board of Directors. During the fiscal year ended September 30, 2000,
the Board of Directors of the Company met on ten occasions. All directors
attended the meetings of the Board of Directors and all of the meetings held by
committees of the Board on which they served. Directors who are not employees of
the Company receive an annual retainer of $5,000 plus $1,000 per meeting of the
Board of Directors or a committee thereof attended by the director (if such
committee meeting is held other than on the day of a Board meeting), plus
reimbursement of expenses incurred in attending such Board or committee
meetings. At the time of the Annual Meeting, all non-employee directors, other
than Jerry Moyes, will be granted an option to purchase 5,000 shares of the
Company's Class A Common Stock. New non-employee directors will receive an
option to purchase 5,000 shares of the Company's Class A Common Stock upon
becoming a director. On each five-year anniversary of the date the individual
became a non-employee director, the individual receives an option to purchase an
additional 5,000 shares of the Company's Class A Common Stock, provided that the
non-employee director continues to serve on the board as of such date. Mr. Moyes
will be eligible for an option grant on such five-year anniversary. Grants are
at 85% of the closing price on the grant date.
Compensation Committee. The Compensation Committee of the Board of
Directors met once during fiscal year 2000, and all members were present at such
meeting. This committee reviews all aspects of compensation of the Company's
executive officers and makes recommendations on such matters to the full Board
of Directors. The Report of the Compensation Committee for fiscal year 2000 is
set forth below. See "Compensation Committee Report on Executive Compensation."
Audit Committee. The Audit Committee met once during fiscal year 2000,
and all members were present at such meeting. The Audit Committee makes
recommendations to the Board concerning the selection of outside auditors,
reviews the Company's financial statements, reviews and discusses audit plans,
audit work, internal controls, and the report and recommendations of the
Company's independent auditors, and considers such other matters in relation to
the external audit of the financial affairs of the Company as may be necessary
or appropriate in order to facilitate accurate and timely financial reporting.
Nominating Committee. The Board does not maintain a standing nominating
committee or other committee performing similar functions.
Compensation Committee Interlocks and Insider Participation. Prior
to September 19, 2000, Richard D. Simon and Gus E. Paulos served on the
Compensation Committee. Mr. Simon also served as the Company's Chief Executive
Officer prior to September 19, 2000. During the 2000 fiscal year, the Company
purchased $100,964 of vehicles from Gus Paulos Chevrolet. Prices were
established through arms'-length negotiations between the parties.
Messrs. Moyes, Isaacson, Scudder, and Edwards were appointed to the
Compensation Committee on September 19, 2000. Mr. Isaacson serves as the
Company's Chief Executive Officer and is the only employee or executive officer
of the Company serving on the Compensation Committee.
The Company's Board of Directors has adopted and approved a warrant
agreement between the Company and Mr. Moyes pursuant to which Mr. Moyes was
granted a warrant to purchase 300,000 shares of the Company's Class A Common
Stock at $7.00 per share. The warrant becomes exercisable at the rate of 100,000
per year on each of September 19, 2001, 2002, and 2003. Mr. Moyes is an
executive officer of and, directly and through affiliated entities, owns a
significant portion of Swift. The Company provides transportation services to
Swift and recognized $331,541 in operating revenue in fiscal 2000. At September
30, 2000, $317,827 was owed to the Company for these services. Prices were
established through arms'-length negotiations between the parties.
CERTAIN TRANSACTIONS
Prior to his appointment as the Company's Chief Executive Officer on
September 19, 2000, Jon F. Isaacson was employed by Swift as Vice President of
East Coast Operations. During 2000, Mr. Isaacson expressed his desire to
relocate from Greer, South Carolina to his home state of Utah. Swift, not
wanting to lose the services of Mr. Isaacson, agreed to lease Mr. Isaacson's
services to the Company. Mr. Isaacson is an ISO 9002 internal auditor and will
continue to assist Swift in the process of obtaining ISO 9002 certification. He
also will consult with Swift concerning potential acquisition candidates and
operations issues. The Company, which primarily transports products in
temperature-controlled trailers, and Swift, as a nationwide truckload carrier of
dry van and flatbed freight, do not compete with each other in any material
respect. The initial term of the lease is for a period ending December 28, 2003.
The Company will reimburse Swift for all salary and benefit expenses associated
with Mr. Isaacson's employment by Swift. Mr. Isaacson will retain options to
purchase shares of Swift stock that are outstanding.
For additional information concerning certain transactions involving
the Company's officers and directors, see "Compensation Committee Interlocks and
Insider Participation." See "Proposal 3 - Ratification of Issuance of Warrant"
for additional information on the grant of the warrant to Mr. Moyes.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" THE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual
and long-term compensation paid to the chief executive officer and five other
named executive officers of the Company (the "Named Officers"), for services
in all capacities to the Company for the fiscal years ended September 30, 2000,
1999, and 1998. Sherry S. Bokovoy is included as a Named Officer because
Richard D. Simon, Jr. resigned as an officer and voluntarily terminated his
employment effective October 13, 2000. Ms. Bokovoy is one of the four most
highly compensated employees following the resignation of Richard D. Simon, Jr.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
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Annual Compensation Awards Payouts
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Name and Principal Position Year Salary Bonus Other Annual Restricted Option/ LTIP All Other
Compensation Stock SAR1 Payouts Compensation2
Award(s)
($) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------------------------
Jon F. Isaacson3 2000 25,000 - - - - - -
Chief Executive Officer 1999 - - - - - - -
1998 - - - - - - _
Richard D. Simon4 2000 380,700 - - - - - 2,803
Chairman and 1999 348,400 - - - - - 2,803
Chief Executive Officer 1998 348,400 - - - - - 2,803
Kelle A. Simon 2000 190,620 - - - 75,000 - 2,803
President 1999 156,000 - - - - - 2,803
1998 156,000 - - - 75,000 - 2,803
Alban B. Lang 2000 190,620 - - - 75,000 - 2,803
Chief Financial Officer, 1999 156,000 - - - - - 2,803
Treasurer, and Secretary 1998 156,000 - - - 75,000 - 2,803
Lyn Simon 2000 190,620 - - - 75,000 - 2,803
Vice President of 1999 156,000 - - - - - 2,803
Sales and Marketing 1998 156,000 - - - 75,000 - 2,803
Richard D. Simon, Jr.5 2000 190,620 - - - 75,000 - 2,803
Vice President of Operations 1999 156,000 - - - - - 2,803
1998 156,000 - - - 75,000 - 2,803
Sherry S. Bokovoy 2000 190,620 - - - 75,000 - 2,803
Vice President of Human Resources 1999 93,600 - - - - - 2,803
1998 93,600 - - - 75,000 - 2,803
<FN>
1 Option grant for 2000 will become effective as of the date of the annual
meeting if approved by the stockholders.
2 Represents the amount of Company-paid health benefits.
3 Named Chief Executive Officer effective September 19, 2000. See "Certain
Transactions: for information with respect to Mr. Isaacson's employment.
4 Resigned as Chairman and Chief Executive Officer effective September 19, 2000.
Mr. Simon continues to serve as a director of the Company.
5 Resigned as an officer of the Company and voluntarily terminated employment
effective October 13, 2000.
</FN>
The Company granted options to purchase 300,000 shares of Class A
Common Stock to the Named Officers during the fiscal year ended September 30,
2000. Such option grants are subject to stockholder approval. Under applicable
rules of the Securities and Exchange Commission ("SEC"), such options are not
considered beneficially owned until such contingency is removed.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
Individual Grants Option Term
- -----------------------------------------------------------------------------------------------------------------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Share) Date 5% 10%
- -----------------------------------------------------------------------------------------------------------------------
Jon F. Isaacson - - - - - -
Richard D. Simon - - - - - -
Kelle A. Simon 75,000 18.4% $ 7.00 9/19/2010 $330,170 $836,715
Alban B. Lang 75,000 18.4% $ 7.00 9/19/2010 $330,170 $836,715
Lyn Simon 75,000 18.4% $ 7.00 9/19/2010 $330,170 $836,715
Richard D. Simon, Jr. 1 75,000 18.4% $ 7.00 9/19/2010 $330,170 $836,715
Sherry S. Bokovoy 75,000 18.4% $ 7.00 9/19/2010 $330,170 $836,715
<FN>
1 Resigned as an officer of the Company and voluntarily terminated employment
effective October 13, 2000. All options were forfeited January 13, 2001.
</FN>
The following table sets forth information with respect to the Named
Officers concerning the exercise and ownership of options held at September 30,
2000:
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Shares Options/SARs at FY-End at FY-End
Acquired on Value Realized (#) ($)
Name Exercise (#) ($) Exercisable/Unexercisable1 Exercisable/Unexercisable
- ------------------------------------------ ---------------- ----------------------------- -----------------------------
Jon F. Isaacson - - - -
Richard D. Simon - - - -
Kelle A. Simon - - 125,000/0 $0/0
Alban B. Lang - - 125,000/0 $0/0
Lyn Simon - - 125,000/0 $0/0
Richard D. Simon, Jr. 2 - - 125,000/0 $0/0
Sherry S. Bokovoy - - 125,000/0 $0/0
<FN>
1 Number excludes 75,000 shares of Class A Common Stock underlying options to
purchase granted to Kelle A. Simon, Alban B. Lang, Lyn Simon, Richard D.
Simon, Jr., and Sherry S. Bokovoy. Such options are subject to stockholder
approval and, under applicable rules of the SEC such options are not
considered beneficially owned until such contingency is removed.
2 Resigned as an officer of the Company and voluntarily terminated employment
effective October 13, 2000. All options were forfeited January 13, 2001.
</FN>
The Company does not have a long-term incentive plan or a defined
benefit or actuarial plan and has never issued any stock appreciation rights.
Employment Agreements
On September 19, 2000, the Company and Kelle A. Simon, Lyn Simon,
Sherry S. Bokovoy, Richard D. Simon, Jr., and Alban B. Lang entered into
Employment and Noncompetition Agreements under which they are employed by the
Company at an annual salary of $156,000. They also agreed not to compete with
the Company during the period of employment, and for a period thereafter. Under
certain circumstances in which there is a change of control, executive officers
holding outstanding stock options granted under certain option plans are
entitled to exercise such options notwithstanding that such options otherwise
may not have been fully exercisable. Richard D. Simon, Jr. voluntarily resigned
his employment effective October 13, 2000.
Compensation Committee Report on Executive Compensation
The Compensation Committee believes that the Company's executive
officers, including the Named Officers and the Chief Executive Officer, should
be compensated at a level comparable to persons holding similar positions at
peer companies, taking into account the relative size of the companies,
responsibilities of the officers, experience, geographical location, and the
relative performance of the Company and its peers, measured by stock
performance, profit margin, and revenue and net income growth rates. In
addition, the Compensation Committee will consider the attainment of specific
goals that may be established for such officers from time-to-time. Corporate
performance, measured by stock appreciation, is an important aspect of the
executive officers' compensation, as reflected by net awards, including awards
subject to stockholder approval at the Annual Meeting, of stock options covering
approximately 1,450,000 shares of Class A Common Stock to the executive officers
and certain other key employees. The base salaries of all executive officers,
other than the Chief Executive Officer, were established by their employment
contracts. The base salary of Mr. Isaacson was established based upon the
compensation of the other executive officers of the Company. The Compensation
Committee believes that the base salaries paid to the Chief Executive Officer
and other Named Officers are reasonable in comparison with other salaries in the
industry. In addition to base salaries, the Chief Executive Officer and other
Named Officers are eligible to receive an annual performance bonus based on the
operating ratio of the Company. The bonus is equal to $10,000 for each
percentage point or portion thereof that the operating ratio (operating expenses
plus, for purposes of this calculation, interest divided by revenue) is less
than 97%. The Company did not meet its goal in fiscal year 2000, therefore these
executive officers did not receive bonuses.
Compensation Committee:
Jerry Moyes
Jon F. Isaacson
Earl H. Scudder
Lou A. Edwards
AUDIT COMMITTEE REPORT
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities relating to the quality
and integrity of the Company's financial reports and financial reporting
processes and systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee (1) reviewed and discussed the audited
financial statements for the fiscal year ended September 30, 2000, with
management and Arthur Andersen LLP, the Company's independent auditors; (2)
discussed with the auditors the matters required to be disclosed by Statement on
Auditing Standards No. 61; and (3) received and discussed with the auditors the
written disclosures and the letter from the auditors required by Independence
Standards Board Statement No. 1. Based on the foregoing reviews and meetings,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Annual Report on Form 10-K for the year
ended September 30, 2000, for filing with the SEC. The Audit Committee also
recommended the appointment of Arthur Andersen LLP as the Company's independent
auditors for fiscal 2001.
The Board of Directors believes that the members of the Audit Committee
are independent as defined in Rule 4200(a)(15) of the National Association of
Securities Dealers listing standards.
Audit Committee:
Gordon K. Holladay, Chairman
Jerry Moyes
Earl H. Scudder
Lou A. Edwards
The Audit Committee Charter is included as Addendum A to this Proxy
Statement.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Officers, directors, and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based solely upon a
review of the copies of such forms furnished to the Company, or written
representations that no Forms 5 were required, the Company believes that its
officers, directors, and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them during the Company's
preceding fiscal year.
Stock Price Performance Graph
The following graph compares the cumulative total stockholder return of
the Company's Class A Common Stock with the cumulative total stockholder return
of the NASDAQ Stock Market (U.S. Companies) and the NASDAQ Trucking &
Transportation Stocks commencing November 17, 1995, and ending September 30,
2000.
GRAPH WAS CENTERED HERE IN PRINTED FORM
Legend
Symbol Index Description 11/17/95 9/30/96 9/30/97 9/30/98 9/30/99 9/30/00
- ------ ----------------- -------- ------- ------- ------- ------- -------
__________ SIMON TRANSPORTATION SERVICES INC. $100.0 $156.0 $266.2 $57.7 $53.5 $67.6
. . . -- . NASDAQ Stock Market (US Companies) $100.0 $118.3 $162.5 $165.2 $268.3 $357.9
- - - - - CRSP Index for NASDAQ Trucking & $100.0 $101.8 $143.5 $106.9 $124.4 $105.7
Transportation Stock
The stock performance graph assumes $100 was invested on November 17,
1995, the date of the Company's initial public offering. There can be no
assurance that the Company's stock performance will continue into the future
with the same or similar trends depicted in the graph above. The Company will
not make or endorse predictions as to future stock performance. The CRSP Index
for NASDAQ Trucking & Transportation Stocks includes all publicly held truckload
motor carriers traded on the NASDAQ Stock Market, as well as all NASDAQ
companies within the Standard Industrial Code Classifications 3700-3799,
4200-4299, 4400-4599, and 4700-4799.
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS
AND MANAGEMENT
The following table sets forth, as of December 31, 2000, the number and
percentage of outstanding shares of Class A Common Stock beneficially owned by
each person known by the Company to beneficially own more than 5% of such stock,
by each director, by each Named Officer of the Company, and by all directors and
executive officers of the Company as a group. The Class A Common Stock was the
only class outstanding as of December 31, 2000. Information for Dimensional Fund
Advisors Inc., Wynnefield Capital Management, and MaLeCo is based upon Schedule
13G filings with the SEC.
- --------------------------------------------------------------------------------------------------------------------
SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
- --------------------------------------------------------------------------------------------------------------------
Amount & Nature of Percent of Class3
Beneficial
Title of Class Name of Beneficial Owner1 Ownership2
- --------------------------------------------------------------------------------------------------------------------
Class A Common Jerry Moyes4 5 3,231,849 50.4%
- --------------------------------------------------------------------------------------------------------------------
Class A Common The Jerry and Vickie Moyes Family Trust 1,213,298 19.8%
Dated 12/11/87 5
- --------------------------------------------------------------------------------------------------------------------
Class A Common Moyes Children's Limited Partnership5 913,751 14.9%
- --------------------------------------------------------------------------------------------------------------------
Class A Common SME Steel Contractors, Inc.5 456,800 7.5%
- --------------------------------------------------------------------------------------------------------------------
Class A Common Richard D. Simon 10,000 *
- --------------------------------------------------------------------------------------------------------------------
Class A Common Kelle A. Simon 198,907 3.2%
- --------------------------------------------------------------------------------------------------------------------
Class A Common Alban B. Lang 180,153 2.9%
- --------------------------------------------------------------------------------------------------------------------
Class A Common Lyn Simon 190,159 3.0%
- --------------------------------------------------------------------------------------------------------------------
Class A Common Richard D. Simon, Jr.6 186,795 3.0%
- --------------------------------------------------------------------------------------------------------------------
Class A Common Sherry S. Bokovoy 181,792 2.9%
- --------------------------------------------------------------------------------------------------------------------
Class A Common Lou A. Edwards -- *
- --------------------------------------------------------------------------------------------------------------------
Class A Common Gordon K. Holladay 2,200 *
- --------------------------------------------------------------------------------------------------------------------
Class A Common Earl H. Scudder7 29,500 *
- --------------------------------------------------------------------------------------------------------------------
Class A Common Jon F. Isaacson -- *
- --------------------------------------------------------------------------------------------------------------------
Class A Common Dimensional Fund Advisors Inc. 337,600 5.5%
- --------------------------------------------------------------------------------------------------------------------
Class A Common Wynnefield Capital Management 374,000 6.1%
- --------------------------------------------------------------------------------------------------------------------
Class A Common MaLeCo 315,700 5.2%
- --------------------------------------------------------------------------------------------------------------------
Class A Common All directors and executive officers as a 4,211,355 59.8%
group (11 persons)
- --------------------------------------------------------------------------------------------------------------------
<FN>
* Less than one percent.
1 The business address of Jerry Moyes, Vickie Moyes, The Jerry and Vickie Moyes
Children's Limited Partnership, and The Jerry and Vickie Moyes Family Trust
Dated 12/11/87 is 2200 South 75th Avenue, Phoenix, Arizona 85043. The
address of SME Steel Contractors, Inc. is 5955 West Wells Park Road, West
Jordan, Utah 84088. The address of Dimensional Fund Advisors Inc. is 1299
Ocean Avenue, 11th Floor, Santa Monica, California 90401-1038. The address
of Wynnefield Capital Management is One Penn Plaza, Suite 4720, New York,
New York 10119. The address of MaLeCo is P.O. Box 9069, Salem, Oregon 97305.
2 In accordance with applicable rules under the Securities Exchange Act of 1934,
as amended, the number of shares beneficially owned includes 125,000 shares of
Class A Common Stock underlying options to purchase granted to each of Alban B.
Lang, Kelle A. Simon, Lyn Simon, and Sherry L. Bokovoy (the "Optionees") that
are either currently exercisable or will become exercisable within 60 days. The
75,000 and 125,000 shares of Class A Common Stock underlying options to purchase
granted to the Optionees and Mr. Isaacson, respectively, that are subject to
stockholder approval are excluded. The shares owned also include an aggregate
34,767 shares of Class A Common Stock held in the Company's ss.401(k) Plan on
behalf of Alban B. Lang (10,894 shares), Kelle A. Simon (5,330 shares), Lyn
Simon (13,316 shares), and Sherry S. Bokovoy (5,227 shares). Unless otherwise
indicated all shares are owned directly.
3 With respect to each beneficial owner, percentage is based on the total shares
of Class A Common Stock outstanding plus (i) that portion of the individual's
options that is vested or will vest within 60 days of the date of this Proxy
Statement, and (ii) shares underlying the warrant to purchase 300,000 shares of
Class A Common Stock granted to Mr. Moyes.
4 Includes 348,000 Class A Common Shares held by Jerry Moyes; 1,213,298 Class A
Common Shares held by The Jerry & Vickie Moyes Family Trust Dated 12/11/87, of
which Jerry Moyes and his wife, Vickie L. Moyes, are co-trustees; 913,751 Class
A Common Shares held by the Moyes Children's Limited Partnership; and 456,800
Class A Common Shares held by SME Steel Contractors, Inc., the beneficial
ownership of which may be attributable to Mr. Moyes under applicable rules of
the SEC. Mr. Moyes owns approximately 75% of the outstanding voting stock of the
parent corporation of SME Steel Contractors, Inc. In accordance with applicable
rules under the Securities Exchange Act of 1934, as amended, the number of
shares beneficially owned also includes 300,000 shares of Class A Common Stock
underlying warrants granted to Mr. Moyes in connection with a transaction
effecting or influencing control of the Company.
5 Based on the September 27, 2000, joint Schedule 13D/A (Amendment No. 11)
filing of Jerry Moyes; his wife, Vickie Moyes; The Jerry & Vickie Moyes Family
Trust Dated 12/11/87; SME Steel Contractors, Inc.; the Moyes Children's Limited
Partnership; and Ronald Moyes, the sole general partner of the Moyes Children's
Limited Partnership. Ronald Moyes is the brother of Jerry Moyes.
6 Resigned as an officer of the Company and voluntarily terminated employment
effective October 13, 2000. All options were forfeited January 13, 2001.
7 Includes 29,500 Class A Common Shares held in an IRA account.
</FN>
DESCRIPTION OF CHANGE IN CONTROL
On September 19, 2000, the Moyes Children's Limited Partnership (the
"Partnership"), completed the purchase of all 913,751 shares of the Company's
then outstanding Class B Common Stock (the "Purchase") from a trust affiliated
with the Company's then-Chairman and Chief Executive Officer, Richard D. Simon.
The Partnership used borrowed funds to finance the private transaction at a
price of $9.00 per share for an aggregate purchase price of $8,223,759. The
funds for the Purchase were obtained through a margin loan from the investment
banking firm of Morgan Keegan & Company, Inc. The margin loan is at a market
interest rate and secured by shares acquired in the Purchase and shares of Swift
common stock owned by the Partnership.
The Class B Common Stock entitled Mr. Simon and his family members to
two votes per share, but was automatically converted into shares of Class A
Common Stock when sold to the Partnership and entitles the Partnership to only
one vote per share. With the double-voting Class B Common Stock, Mr. Simon
controlled approximately 26% of the combined voting power of the Class A and
Class B Common Stock. Following the Purchase, Mr. Moyes individually, SME Steel
Contractors, Inc., a Utah corporation ("SME-Utah"), The Jerry & Vickie Moyes
Family Trust Dated 12/11/87 (the "Moyes Trust"), and the Partnership together
hold beneficial ownership of approximately 48% of the outstanding Class A Common
Stock, the only class outstanding following the Purchase. Mr. Moyes is the
direct and beneficial owner of 348,000 shares. SME-Utah is the direct and
beneficial owner of 456,800 shares. Mr. Moyes owns approximately 75% of the
outstanding voting stock of SME Industries Inc., a Nevada corporation, which in
turn owns 100% of the outstanding voting stock of SME-Utah. The Moyes Trust is
the direct and beneficial owner of 1,213,298 shares. Mr. Moyes and his wife are
grantors, trustees, and beneficiaries of the Moyes Trust. The Partnership is the
direct and beneficial owner of 913,751 Shares. Ronald Moyes, the brother of
Jerry Moyes, is the sole general partner of the Partnership.
Concurrently with the September 19, 2000 purchase, Mr. Moyes was
appointed Chairman of the Board and was granted warrants to purchase 300,000
additional shares of Class A Common Stock at a price of $7.00 per share. Also
appointed to the Company's Board of Directors were Lou Edwards, Gordon K.
Holladay, Earl H. Scudder, and Jon Isaacson, all of who were suggested by Mr.
Moyes. Mr. Isaacson has been appointed to serve as the Company's new Chief
Executive Officer. To make way for the newly appointed directors and Chief
Executive Officer, Mr. Simon resigned as Chairman of the Board and Chief
Executive Officer, and all of the Company's former directors, with the exception
of Mr. Simon and his son Kelle A. Simon, resigned as directors. The number of
director positions comprising the Company's Board of Directors was reduced from
nine to seven.
In connection with the change in control, the Named Officers, other
than Jon Isaacson, and Jerry Moyes, the Jerry and Vickie Moyes Family Trust
Dated 12/11/87, SME Steel Contractors, Inc., the Moyes Children's Limited
Partnership, and Earl H. Scudder agreed to vote all of the shares owned by them
in favor of and for Proposals 3 and 4. Such persons and entities together
control in excess of fifty percent of the Company's outstanding voting power.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as independent
public accountants for the Company for the 2001 fiscal year. Arthur Andersen LLP
has served as independent public accountants for the Company since 1988.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting with an opportunity to make a statement, if they desire to do so, and to
respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" PROPOSAL 2 TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE COMPANY.
PROPOSAL 3
APPROVAL OF AMENDMENT TO INCENTIVE STOCK PLAN
AND APPROVAL OF STOCK OPTION GRANTS
General
At the annual meeting, the Company will seek stockholder approval of an
amendment to the Incentive Stock Plan (the "Plan") to increase the number of
shares authorized for issuance from 1,000,000 to 2,000,000. At its meeting on
November 30, 2000, the Company's Board of Directors approved the amendment to
the Plan and directed the amendment and the issuance of options to purchase
425,000 of such shares to Company officers be forwarded for stockholder
approval.
Current Plan Provisions
In May 1995, the Company's Board of Directors and stockholders adopted
the Plan to attract and retain employees and motivate them through incentives
that are aligned with the Company's goals of increased profitability and
stockholder value. Awards may be in the form of incentive stock options,
non-qualified stock options, restricted stock awards, or any other awards of
stock consistent with the Plan's purpose. The Plan is administered by the Board
of Directors or a committee of the Board of Directors. All employees, or
approximately 3,300 persons, are eligible for participation, and actual
participants in the Plan are selected from time-to-time by the administrator.
The administrator may substitute new stock options for previously granted
options. No awards of incentive stock options may be made after the period under
applicable provisions of the Internal Revenue Code. The Company currently has
reserved 1,000,000 shares of Class A Common Stock for issuance pursuant to the
Plan, and to date has awarded options covering approximately 962,000 of such
shares, including 625,000 shares to its officers other than Richard D. Simon, at
prices ranging from $5.50 per share to $23.50 per share and expiring between
June 2005 and May 2010.
Plan Amendment
The proposed amendment to the Plan (the "Amendment") would reserve an
additional 1,000,000 shares of Class A Common Stock for issuance, bringing the
total number of shares subject to the Plan to 2,000,000. The Board of Directors
has unanimously recommended approval of Proposal 3 and believes that the ability
to offer additional equity incentives is important to providing compensation
that aligns the interests of employees and stockholders. The Board of Directors
has already approved the grant of options to purchase an aggregate 425,000
shares of the Company's Class A Common Stock to the executive officers of the
Company. On September 19, 2000, the Board of Directors approved the grant of
options to purchase 75,000 shares of the Company's Class A Common Stock to each
of the following executive officers: Kelle A. Simon, President; Alban B. Lang,
Chief Financial Officer; Lyn Simon, Vice President of Sales; and Sherry S.
Bokovoy, Vice President of Human Resources. Richard D. Simon, Jr. also received
a grant, but subsequently forfeited the option following his voluntary
termination from employment. These proposed option grants (the "Management
Options") are to be granted at an exercise price of $7.00 per share, a price
above fair market value on September 19, 2000, which will be considered their
grant date. The Management Options will be exercisable 40% on September 19,
2000, and an additional 20% each year on September 30, 2000, 2001, and 2002.
On November 30, 2000, the Board of Directors approved the grant of an
option to purchase 125,000 shares of the Company's Class A Common Stock to Jon
F. Isaacson (the "Isaacson Option") at an exercise price of $5.188 per share,
the fair market value of the stock on November 30, 2000. The Isaacson Option
will be exercisable with respect to 50,000 shares on November 30, 2000, and with
respect to an additional 25,000 shares each year on November 30, 2001, 2002,
2003.
The Management Options and the Isaacson Option expire if not exercised
within ten years of the grant date. All of the options are contingent upon
stockholder approval of the Amendment. Therefore, if Proposal 3 is approved,
current executive officers as a group will receive options to purchase an
aggregate 425,000 shares of the Company's Class A Common Stock. The market price
of the stock as of December 31, 2000, was $5 5/16, which results in the stock
underlying the entire 1,000,000 shares covered by the Amendment having a market
value of $5.3 million at such date and the stock underlying the options granted
to the executive officers having a market value of approximately $2.3 million
The Amendment is included as Addendum B to this Proxy Statement
Interest of Certain Persons in Matters to be Acted Upon in Proposal 3
Jon F. Isaacson and Kelle A. Simon are directors of the Company. As
directors they participated in the solicitation of proxies in favor of the
proposals in this proxy statement. If the stockholders approve Proposal 3, the
Amendment would reserve an additional 1,000,000 shares of Class A Common Stock
for issuance under the Plan and Messrs. Isaacson and Simon would receive
ten-year options to purchase 125,000 shares at exercise prices of $5.188 and
75,000 shares at an exercise price of $7.00, respectively.
Federal Income Tax Consequences for Incentive Stock Options
Awards may be in the form of incentive stock options, non-qualified
stock options, restricted stock awards, or any other awards of stock consistent
with the Plan's purpose. An incentive stock option ("ISO") is a stock option
that satisfies the requirements specified in Section 422 of the Internal Revenue
Code (the "Code"). Under the Code, ISOs may only be granted to employees. In
order for an option to qualify as an ISO, the price payable to exercise the
option must equal or exceed the fair market value of the stock at the date of
the grant, the option must lapse no later than 10 years from the date of the
grant, and the stock subject to ISOs that are first exercisable by an employee
in any calendar year must not have a value of more than $100,000 as of the date
of grant. Certain other requirements must also be met. The Board of Directors or
committee determines the consideration to be paid to the Company upon exercise
of any options. The form of payment may include cash, common stock, or other
property.
An optionee is not treated as receiving taxable income upon either the
grant of an ISO or upon the exercise of an ISO. However, the difference between
the exercise price and the fair market value on the date of exercise is an item
of tax preference at the time of exercise in determining liability for the
alternative minimum tax, assuming that the common stock is either transferable
or is not subject to a substantial risk of forfeiture under Section 83 of the
Code. If at the time of exercise, the common stock is both nontransferable and
is subject to a substantial risk of forfeiture, the difference between the
exercise price and the fair market value of the common stock (determined at the
time the common stock becomes either transferable or not subject to a
substantial risk of forfeiture) will be a tax preference item in the year in
which the common stock becomes either transferable or not subject to a
substantial risk of forfeiture.
If common stock acquired by the exercise of an ISO is not sold or
otherwise disposed of within two years from the date of its grant and is held
for at least one year after the date such common stock is transferred to the
optionee upon exercise, any gain or loss resulting from its disposition is
treated as long-term capital gain or loss. If such common stock is disposed of
before the expiration of the above-mentioned holding periods, a "disqualifying
disposition" occurs. If a disqualifying disposition occurs, the optionee
realizes ordinary income in the year of the disposition in an amount equal to
the difference between the fair market value of the common stock on the date of
exercise and the exercise price, or the selling price of the common stock and
the exercise price, whichever is less. The balance of the optionee's gain on a
disqualifying disposition, if any, is taxed as capital gain.
The Company is not entitled to any tax deduction as a result of the
grant or exercise of an ISO, or on a later disposition of the common stock
received, except that in the event of a disqualifying disposition, the Company
is entitled to a deduction equal to the amount of ordinary income realized by
the optionee.
Federal Income Tax Consequences for Nonstatutory Stock Options
A nonstatutory stock option ("NSO") is any stock option other than an
ISO. Such options are referred to as "non-qualified" because they do not meet
the requirements of, and are not eligible for, the favorable tax treatment
provided by Section 422 of the Code.
No taxable income is realized by an optionee upon the grant of a NSO,
nor is the Company entitled to a tax deduction by reason of such grant. Upon the
exercise of a NSO, the optionee realizes ordinary income in an amount equal to
the excess of the fair market value of the common stock on the date of exercise
over the exercise price and the Company is entitled to a corresponding tax
deduction.
Upon a subsequent sale or other disposition of common stock acquired
through exercise of a NSO, the optionee realizes a short-term or long-term
capital gain or loss to the extent of any intervening appreciation or
depreciation. Such a resale by the optionee has no tax consequence to the
Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" PROPOSAL 3 TO AMEND THE INCENTIVE STOCK PLAN TO RESERVE AN ADDITIONAL
1,000,000 SHARES OF CLASS A COMMON STOCK FOR ISSUANCE TO PARTICIPANTS, FOR A
TOTAL OF 2,000,000 SHARES, AND TO APPROVE THE GRANT OF OPTIONS COVERING 425,000
OF SUCH SHARES TO COMPANY OFFICERS.
PROPOSAL 4
RATIFICATION OF ISSUANCE OF WARRANT
Description of Agreement
In September 2000, the Company's Board of Directors adopted and
approved a warrant agreement between the Company and the Company's Chairman of
the Board, Jerry Moyes. The issuance of the warrant is being forwarded for
stockholder ratification pursuant to the request of Nasdaq. Under the agreement,
Mr. Moyes was granted a ten-year warrant to purchase 300,000 shares of the
Company's Class A Common Stock at $7.00 per share. The warrant becomes
exercisable at the rate of 100,000 per year on each of September 19, 2001, 2002,
and 2003. The market price of the stock as of December 31, 2000, was $5 5/16,
which results in the stock underlying the warrant having a market value of $1.6
million. The warrant agreement is included as Addendum C to this Proxy
Statement.
Interest of Certain Persons in Matters to be Acted Upon in Proposal 4
Mr. Moyes is the Chairman of the Board of the Company. As the Company's
Chairman of the Board, Mr. Moyes participated in the solicitation of proxies
in favor of the proposals in this proxy statement. Mr. Moyes has a direct,
material interest in the outcome of Proposal 4.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
"FOR" PROPOSAL 4 TO RATIFY THE ISSUANCE OF THE WARRANT COVERING 300,000 SHARES
OF CLASS A COMMON STOCK TO MR. MOYES.
NEW PLAN BENEFITS
The following table sets forth benefit information with respect to
stockholder action on option grants under the Plan and the grant of the warrant
with respect to (i) each of the Named Officers; (ii) all current executive
officers, as a group; (iii) all current directors who are not executive
officers, as a group; and (iv) all employees, including all current officers who
are not executive officers, as a group. Grants under the Plan are at the
discretion of the Company's Board of Directors or a committee of the Board of
Directors. Future grants under the Plan are not yet determinable.
Incentive Stock Option Plan Warrant
- ---------------------------------- ---------------------------------------- -------------------------------------
Number of Shares Number of
Subject to Weighted Average Shares
Name and Position Options Exercise Price Subject to Exercise Price
Granted (#) Per Share ($/sh) Warrant Per Share ($/sh)
Granted (#)
- ---------------------------------- ------------------ ------------------ --------------- -----------------
Jerry C. Moyes 1 - - 300,000 $7.00
Chairman of the Board
Jon F. Isaacson 125,000 $5.188 - -
Chief Executive Officer
Richard D. Simon 2 - - - -
Chairman and
Chief Executive Officer
Kelle A. Simon 75,000 $7.00 - -
President
Alban B. Lang 75,000 $7.00 - -
Chief Financial Officer,
Treasurer, and Secretary
Lyn Simon 75,000 $7.00 - -
Vice President of Sales
and Marketing
Richard D. Simon, Jr. 3 75,000 $7.00 - -
Vice President of Operations
Sherry S. Bokovoy 75,000 $7.00 - -
Vice President of Human Resources
Executive Officer Group 425,000 $6.46 - -
Director Group - - 300,000 $7.00
Employee Group 425,000 $6.46 - -
<FN>
1 Mr. Moyes is not an employee or executive officer of the Company and is not
eligible for participation in the Plan.
2 Resigned as Chairman and Chief Executive Officer effective September 19, 2000.
Mr. Simon continues to serve as a director of the Company.
3 Resigned as an officer of the Company and voluntarily terminated employment
effective October 13, 2000. All options were forfeited January 13, 2001.
</FN>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Annual Meeting of
the stockholders of the Company following the fiscal year ended September 30,
2001, must be received by the Corporate Secretary of the Company at the
Company's principal executive offices on or before October 1, 2001, to be
eligible for inclusion in the Company's proxy material related to that meeting.
The inclusion of any such proposals in such proxy material shall be subject to
the requirements of the proxy rules adopted under the Securities Exchange Act of
1934, as amended.
OTHER MATTERS
The Board of Directors does not intend to present at the Annual Meeting
any matters other than those described herein and does not presently know of any
matters that will be presented by other parties.
Simon Transportation Services Inc.
/s/ Jon F. Isaacson
Jon F. Isaacson
Chief Executive Officer and Director
January 29, 2001
EXHIBIT A
SIMON TRANSPORTATION SERVICES INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
November 30, 2000
I. COMPOSITION AND POLICIES
One committee of the Board of Directors of Simon
Transportation Services Inc. (the "Company') will be known as the Audit
Committee. The primary function of the Audit Committee is to assist the
Board in fulfilling its oversight responsibilities by reviewing the
financial information that will be provided to the stockholders of the
Company and others. The following are the primary operating policies of
the Audit Committee.
o The Audit Committee shall be composed of three or more outside
and independent members of the Board of Directors and shall
elect a Chairperson from among their members to serve in that
capacity until a new Chairperson is elected. Members of the
Audit Committee shall be appointed and removed by action
of the Board of Directors. All Audit Committee members shall
be independent of management and the Company. They shall be
considered independent if they have no relationship that may
interfere with the exercise of their independence from
management of the Company, as defined by the current NASD
listing standards. All Audit Committee members shall be
financially literate, or shall be able to become so literate
in a reasonable amount of tine, and at least one member shall
have finance, accounting or related employment experience.
Financial literacy, at a minimum, includes the ability to
read the Company's balance sheet, income statement, and cash
flow statement.
o The Audit Committee shall hold such meetings as deemed
necessary but shall meet a minimum of once per calendar year.
Minutes of all Audit Committee meetings shall be taken and
approved at subsequent meetings.
o Upon the request of the Company's independent auditors, the
Chairperson of the Audit Committee shall convene a meeting of
the Audit Committee to consider any matters such auditors
believe should be brought to the attention of the Audit
Committee, the Board of Directors, or stockholders the
Company.
o The Audit Committee has the authority to direct and supervise
an investigation into any matter, including the authority to
retain outside counsel or other professional services. The
independent auditors are accountable to the Audit Committee,
and the Audit Committee shall, upon consulting with the Board
of Directors and subject to stockholder approval, have the
ultimate power to hire or remove the independent auditors.
o The Audit Committee must report its actions to the full Board
of Directors and may make appropriate recommendations
regarding systems of internal financial controls and audit
procedures.
II. FUNCTIONS AND DUTIES
The Audit Committee is charged with the responsibility for:
1. Reviewing with management and the independent auditors the annual
financial statements to be included in the annual report (Form 10-K)
filed with the Securities and Exchange Commission, including their
judgments about the quality and acceptability of accounting principles,
the reasonableness of significant judgments, and the clarity of the
related disclosures. Also, the Audit Committee shall discuss the
results of the annual audit and any other matters required to be
communicated to the Audit Committee by the independent auditors under
generally accepted auditing standards;
2. Selecting, upon consultation with the Board of Directors and subject
to stockholders' approval, the Company's independent auditors,
including review of any fees paid to independent auditors;
3. Obtaining from the independent auditors a written statement outlining
their relationships with the Company pursuant to Independence Standards
Board Standard No. 1 and actively engaging in a dialogue with the
independent auditors regarding matters that might reasonably be
expected to affect their independence with the Company;
4. Confirming the independence of the independent auditors;
5. Reviewing annually the combined audit plans of the independent auditors
and internal auditors;
6. Meeting with the independent auditors at the completion of their annual
examination to review their evaluation of the financial reporting
and internal controls of the Company and any changes required in the
originally planned audit program;
7. Meeting with the internal auditors on an ongoing basis to review:
(a) Audit results;
(b) Reports on exposures/controls, irregularities, and control
failures;
(c) The disposition of recommendations for improvements in
internal control made by internal and external auditors;
and
(d) Any changes required in the originally planned audit program.
8. Reviewing the reports of examinations by regulatory authorities;
9. Monitoring the Company's policies and procedures for the review of
expenses and perquisites of selected members of senior management;
10. Overseeing the monitoring of the Company's code of conduct;
11. Performing any special reviews, investigations, or oversight
responsibilities required by the Board of Directors or its Chairperson;
12. Reporting at least once annually to the Board of Directors on the
results of the activities of the Audit Committee, as well as
reporting to stockholders as required in annual meeting proxies;
13. Considering comments by the independent auditors suggesting
improvements in internal accounting controls and the response by
management to such comments;
l4. Reviewing this Charter at least annually to re-assess its adequacy and
update its provisions to comply with any changes in NASD listing
standards, SEC law, and other mandatory requirement, or with current
"best practices" standards within the financial reporting industry; and
15. Performing any other task or duty necessary to comply with the law, the
Company's Bylaws, or other responsibilities given to the Audit
Committee by the full Board of Directors.
III. AUTHORITY OF THE AUDIT COMMITTEE
The Audit Committee shall have all authority necessary to
accomplish the duties enumerated in this charter, including duties that
are incident to the duties described herein. The Audit Committee has
the authority to consult with internal or outside legal or other
professional counsel to obtain an opinion on any accounting practice,
legal standard, or other question that arises within the scope of
performing Audit Committee duties. Funding shall be provided to the
Audit Committee in order to allow it to complete its duties under this
charter and/or to seek the professional services or consultation it
requires. The Audit Committee is authorized to review all books and
records of the Company and to consult with all employees of the
Company.
Adopted by action of the Board of Directors of Simon
Transportation Services Inc. on the 30th day of November, 2000.
/s/ Alban B. Lang
------------------------
Alban B. Lang, Secretary
EXHIBIT B
REVISED
AMENDMENT NO. 3
TO THE
SIMON TRANSPORTATION SERVICES INC.
INCENTIVE STOCK PLAN
THIS AMENDMENT NO. 3 TO THE SIMON TRANSPORTATION SERVICES INC.
INCENTIVE STOCK PLAN, (the "Amendment") is made this 30th day of November, 2000,
by Simon Transportation Services Inc., a Nevada corporation (the "Company"),
to be effective September 1, 2000. All terms in this Amendment shall have the
meaning ascribed in the Plan, unless otherwise defined herein.
RECITALS
WHEREAS, on August 16, 1995, all voting stockholders and all
directors of the Company adopted the Dick Simon Trucking, Inc. Incentive Stock
Plan (as amended, the "Plan");
WHEREAS, on August 16, 1996, the Company adopted Amendment No. 1 to the
Plan;
WHEREAS, as of October 21, 1997, the Company adopted Amendment No. 2 to
the Plan;
WHEREAS, on September 19, 2000, and subject to stockholder approval,
the Company's Board of Directors adopted an Amendment No. 3 to the Plan to
increase the number of shares subject to the Plan from 1,000,000 to 1,500,000;
WHEREAS, the proposed Amendment No. 3 has not yet been considered by
the Company's stockholders and the Company has determined that it is advisable
and in the best interests of the Company to revise the Amendment No. 3 to the
Plan to increase the number of shares subject to the Plan and available for
award or issuance upon the exercise of options granted under the Plan from
1,000,000 to 2,000,000, and forward such increase for stockholder approval;
WHEREAS, the Company has determined that it is advisable and in the
best interests of the Company to amend the Plan to specifically include leased
employees within the definition of "employees" under the Plan and, although not
required by the Plan, such action shall also be forwarded for stockholder
approval;
NOW THEREFORE, upon these premises and subject to the approval of the
stockholders of the Company, the Plan is hereby modified, altered, and amended
effective September 1, 2000, in the following respects only:
1. Amendment.
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A. Article I, Section 1.4 is deleted in its entirety and replaced with the
following:
1.4 Eligibility for Participation. All employees of the
corporation shall be eligible to participate in the Plan, and
Participants in the Plan shall be those employees selected by the
Committee from time-to-time in its sole discretion. As used herein, the
term "employee" or "employees" shall include leased employees.
B. The second sentence of Article I, Section 1.6 is hereby
deleted and replaced with the following sentence:
The maximum number of shares of Common Stock that may be
issued for all purposes under the Plan shall be Two Million
(2,000,000).
2. Effective Date. Subject to approval of the stockholders of the
Company, this amendment shall be effective as of September 1, 2000, and shall
apply to all options to be granted under the terms of the Plan on or after
September 1, 2000.
3. Ratification. In all respects, other than as specifically set forth in
Section 1 of this Amendment, the Plan shall remain unaffected by this Amendment,
the Plan shall continue in full force and effect, subject to the terms and
conditions thereof, and in the event of any conflict, inconsistency, or
incongruity between the provisions of this Amendment and any provisions of the
Plan the provisions of this Amendment shall in all respects govern and control.
To record the adoption of this Amendment by the Board, the Company has
caused its duly authorized officer to affix the corporate name hereto.
SIMON TRANSPORTATION SERVICES INC.,
a Nevada corporation
By: /s/ Alban B. Lang
------------------------
Alban B. Lang, Secretary
EXHIBIT C
SIMON TRANSPORATION SERVICES INC.
WARRANT TO PURCHASE
SHARES OF CLASS A COMMON STOCK
This certifies that as of September 19, 2000 (the "Grant Date"), for value
received, Jerry Moyes (the "Purchaser") or registered assigns (the Purchaser or
such assignee, as applicable, being referred to herein as the "Holder"), is
entitled to THREE HUNDRED THOUSAND (300,000) warrants, each such warrant
entitling the Holder to purchase one (1) share of Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock"), of Simon Transportation
Services Inc., a Nevada corporation (the "Company"), at a price of Seven and
no/100 Dollars ($7.00) per share (the "Exercise Price") (such warrants and this
certificate evidencing such warrants being referred to herein, collectively, as
this "Warrant"). The number of shares of Class A Common Stock to be received
upon the exercise of this Warrant (the "Warrant Shares") and the Exercise Price
may be adjusted from time to time as hereinafter set forth.
1. Exercise of Warrant. Subject to the provisions of Section 2 below, the
portions of this Warrant with respect to which the Holder's rights have vested
may be exercised at any time or from time to time on or after the Grant Date,
but in any event no later than 5:00 p.m., Utah time, on September 18, 2010, or
if such date is a day on which federal or state-chartered banking institutions
in Utah are authorized by law to close, then on the next succeeding day which
shall not be such a day; provided, however, no portion of this Warrant may be
exercised with respect to fewer than 10,000 Warrant Shares at any one time, as
such number is adjusted from time to time in accordance with Section 7 below.
The rights of the Holder in this Warrant shall vest with respect to 100,000
Warrant Shares (or such other number of Warrant Shares that represents no fewer
than one-third of the total number of Warrant Shares issuable in connection with
the exercise of this Warrant, as such number is adjusted from time to time in
accordance with Section 7 below) on each of the first three anniversaries of the
Grant Date. Such exercise shall be effective upon presentation and surrender to
the Company at its principal office or at the office of its stock transfer
agent, if any, of a copy of this Warrant with the duly executed Notice of
Exercise form set forth on Exhibit A (attached hereto and made a part hereof by
this reference) (the "Notice of Exercise"). The Notice of Exercise must be
accompanied by payment, in cash or by certified or official bank check, payable
to the order of the Company, in the amount of the Exercise Price for the number
of the Warrant Shares, together with all taxes applicable upon such exercise.
The Company may require the Holder to execute such further documents and make
certain representations and warranties as the Company deems necessary to ensure
compliance with exemptions from applicable federal and state securities laws as
required by Section 2 below.
2. Compliance with Securities Laws. This Warrant may not be exercised by the
Holder unless at the time of exercise (i) a registration statement registering
the Warrant Shares upon such exercise is effective under the Securities Act of
1933, as amended (and together with the rules and regulations promulgated
thereunder, collectively, the "Securities Act"), or the transaction in which
such Warrant Shares are to be issued is exempted from the application of the
registration requirements of the Securities Act, and (ii) the Warrant Shares
have been registered or qualified under any applicable state securities laws or
an exemption from registration or qualification is available under such laws.
This Warrant may not be exercised so long as the Holder is in default under the
representations, warranties or covenants of this Warrant.
3. Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be
issued upon the exercise of this Warrant shall, upon issuance, be duly
authorized, validly issued, fully paid and nonassessable, and free from all
taxes, liens and charges with respect to the issue thereof. The Company hereby
covenants and agrees that at all times during the period this Warrant is
exercisable it shall reserve from its authorized and unissued Class A Common
Stock for issuance and delivery upon exercise of this Warrant such number of
shares of its Class A Common Stock as shall be required for issuance and
delivery upon exercise of this Warrant. The Company agrees that its issuance of
this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary
certificates for shares of Class A Common Stock upon the exercise of this
Warrant.
4. Fractional Shares. No fractional shares or stock representing fractional
shares shall be issued upon the exercise of this Warrant. In lieu of any
fractional shares which would otherwise be issuable, the Company shall, in its
sole discretion, either (i) pay cash equal to the product of such fraction
multiplied by the fair market value of one share of Class A Common Stock on the
date of exercise, as determined in good faith by the Company's Board of
Directors or (ii) issue the next largest whole number of Warrant Shares.
5. Transfer, Exchange, Assignment or Loss of Warrant or Certificates.
(a)______This Warrant may not be assigned or transferred except as provided
herein and in accordance with and subject to the provisions of the Securities
Act and any other applicable federal and state securities laws. Any purported
transfer or assignment made other than in accordance with this Section 5 and
Section 8 hereof shall be null and void and of no force and effect.
(b)______This Warrant shall be transferable only upon the receipt by the Company
of an opinion of counsel satisfactory to the Company to the effect that (i) the
transferee is a person to whom the Warrant may be legally transferred without
registration under the Securities Act or any state securities laws; and (ii)
such transfer will not violate any applicable law or governmental rule or
regulation including, without limitation, any applicable federal or state
securities law.
(c)______Any assignment permitted hereunder shall be made by surrender of this
Warrant to the Company at its principal office with the duly executed Assignment
Form set forth on Exhibit B attached hereto and made a part hereof by this
reference and funds sufficient to pay any transfer tax. In such event, the
Company shall execute and deliver a new Warrant in the name of the assignee
named in such Assignment Form, and this Warrant shall promptly be cancelled.
This Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation thereof at the principal office of the Company together
with a written notice signed by the Holder thereof, specifying the names and
denominations in which new Warrants are to be issued. The terms "Warrant" and
"Warrants" as used herein include any Warrants in substitution for or
replacement of this Warrant, or into which this Warrant may be divided or
exchanged.
(d)______Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant or any stock certificate
representing Warrant Shares issued upon the exercise hereof and, in the case of
any such loss, theft or destruction, upon receipt of an indemnity reasonably
satisfactory to the Company, and, in the case of any such mutilation, upon
surrender and cancellation of this Warrant or such stock certificate, the
Company will execute and deliver a new Warrant or stock certificate of like
tenor and date, and any such lost, stolen, destroyed or mutilated Warrant or
stock certificate shall thereupon become void.
Each of the Holders of this Warrant, the Warrant Shares or any other security
issued or issuable upon exercise of this Warrant shall indemnify and hold
harmless the Company, its directors and officers, and each person, if any, who
controls the Company, against any losses, claims, damages or liabilities, joint
or several, to which the Company or any such director, officer or any such
person may become subject under the Securities Act or any statute or common law,
insofar as such losses, claims, damages or liabilities, or actions in respect
thereof, arise out of or are based upon the disposition by such Holder of the
Warrant, the Warrant Shares or other such securities in violation of the terms
of this Warrant.
6. Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder by virtue hereof are limited to those expressed in this
Warrant.
7. Adjustment of Exercise Price and Number of Shares. The number and kind of
securities issuable upon the exercise of this Warrant and the Exercise Price of
such securities shall be subject to adjustment from time to time upon the
happening of any of the following events after the Grant Date:
(a)______Subdivision or Combination of Class A Common Stock. If the Company at
any time subdivides (by any stock split, stock dividend or otherwise) one or
more classes of its outstanding shares of Class A Common Stock into a greater
number of shares, or combines (by reverse stock split or otherwise) one or more
classes of its outstanding shares of Class A Common Stock into a smaller number
of shares, the number of Warrant Shares purchasable upon exercise of this
Warrant immediately prior thereto shall be adjusted so that the Holder of this
Warrant shall be entitled to receive the kind and number of Warrant Shares or
other securities of the Company which it would have owned or have been entitled
to receive after the happening of any of the events described above had this
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto. If the Holder is entitled to receive shares of
two or more classes of capital stock of the Company pursuant to the foregoing
upon exercise of the Warrant, the Company shall determine the allocation of the
adjusted Exercise Price between the classes of capital stock. After such
allocation, the exercise privilege and the Exercise Price of each class of
capital stock shall thereafter be subject to adjustment on terms comparable to
those applicable to Class A Common Stock in this Section. An adjustment made
pursuant to this paragraph (a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event. Such adjustment shall be made successively whenever such a payment,
subdivision, combination or reclassification is made.
(b)______Adjustment in Exercise Price. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant is adjusted as provided in this
Section, the Exercise Price payable upon exercise of each Warrant shall be
adjusted by multiplying such Exercise Price immediately prior to such adjustment
by a fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon the exercise of each Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant Shares
purchasable immediately thereafter.
8. Transfer to Comply with the Securities Act.
(a)______Neither this Warrant, the Warrant Shares, any other security issued or
issuable upon exercise of this Warrant, nor any interest therein may be sold,
transferred or otherwise disposed of except to a person who, in the opinion of
counsel reasonably satisfactory to the Company, is a person to whom this Warrant
or such Warrant Shares may legally be transferred pursuant to Section 5 hereof
without registration and without the delivery of a current prospectus under the
Securities Act with respect thereto, and then only upon compliance by the Holder
and such purchaser with the requirements of Section 5 and receipt by the Company
of an agreement of such person to comply with the provisions of this Warrant
with respect to any resale or other disposition of this Warrant and/or such
securities, as applicable.
(b)______If the Warrant Shares are not subject to an effective registration
statement under the Securities Act and applicable state securities laws, the
Holder shall represent that the Warrant Shares to be issued upon exercise hereof
are being acquired for the account of the Holder for investment purposes and not
with a view to, or for resale in connection with, the distribution thereof and
that the Holder will not offer, sell or otherwise dispose of such Warrant Shares
except under circumstances which will not result in a violation of the
Securities Act and all applicable state securities laws. The Holder represents
that the Holder has no present intention of distributing or reselling the
Warrant Shares.
(c)______The Company may cause the following legend, or one of similar
substance, to be set forth on each certificate representing Warrant Shares or
any other security issued or issuable upon exercise of this Warrant, unless the
Holder delivers an opinion of counsel satisfactory to the Company that such
legend is unnecessary:
THE SECURITIES OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE
STATE SECURITIES LAWS. NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE
SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR ENCUMBERED BY A SECURITY INTEREST,
UNLESS THE PURCHASE, TRANSFER, ASSIGNMENT, PLEDGE OR GRANT OF SUCH SECURITY
INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH SHARES
OF CLASS A COMMON STOCK ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR,
ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED
WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
APPLICABLE STATE SECURITIES LAWS.
9. Governing Law. This Warrant shall be governed by, and construed in accordance
with, the laws of the State of Nevada.
10. Modification and Waiver. This Warrant and any provision hereof may be
modified, amended, waived or discharged only by an instrument in writing signed
by the party against which enforcement of the same is sought.
11. Notice. Notices and other communications to be given to the Holder shall be
delivered by hand or mailed, postage prepaid, to such address as the Holder
shall have designated by written notice to the Company as provided in this
Section. Notices or other communications to the Company shall be deemed to have
been sufficiently given if delivered by hand or mailed postage prepaid to the
Company at 5175 West 2100 South, West Valley City, Utah 84120, Attn: Chief
Executive Officer, or such other address as the Company shall have designated by
written notice to the Holder as provided in this Section. Notice by mail shall
be deemed given when deposited in the United States mail, postage prepaid, as
herein provided.
12. Construction. The descriptive headings of the several paragraphs and
sections of this Warrant are inserted for convenience only and do not constitute
a part of this Warrant. Unless otherwise indicated, references to sections shall
be construed as references to the corresponding Sections of this Warrant.
13. Attorneys' Fees. The party to this Warrant that prevails in any dispute or
claim between the parties to this Warrant, to the extent such dispute or claim
arises out of this Warrant, shall be entitled to recover reasonable costs and
attorneys' fees relating to such dispute or claim.
IN WITNESS WHEREOF, the Company has executed this Warrant effective as of the
19th day of September, 2000.
SIMON TRANSPORTATION SERVICES INC.,
a Nevada corporation
By: /s/ Jon Isaacson
Printed Name: Jon Isaacson
Title: CEO & COO
Jerry Moyes, an individual
EXHIBIT A
NOTICE OF EXERCISE
TO: SIMON TRANSPORTATION SERVICES INC. (the "Company"):
1. The undersigned holder of the attached warrant (the "Warrant") hereby elects
to purchase _____________________ Warrant Shares (as defined in the Warrant).
2. Please issue a certificate or certificates representing such Warrant Shares
in the name of the undersigned.
--------------------------
(DATE)
--------------------------
(SIGNATURE)
--------------------------
(PRINT OR TYPE NAME)
EXHIBIT B
ASSIGNMENT FORM
Dated: ____________________
FOR VALUE RECEIVED, _____________________ hereby sells, assigns, and transfers
unto ______________________ (please type or print)
______________________________ (address) the right to purchase Class A Common
Stock represented by the warrant attached hereto to the extent of _____________
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint Simon Transportation Services Inc. (the "Company") and/or
its transfer agent as attorney to transfer the same on the books of the Company
with full power of substitution in the premises.
--------------------------
(SIGNATURE)