SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 30, 2001
SIMON TRANSPORTATION SERVICES INC.
(Exact name of registrant as specified in its charter)
Nevada 0-27208 87-0545608
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
5175 West 2100 South, West Valley City, Utah 84120
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 924-7000
N/A
(Former name or former address, if changed since last report.)
ITEM 5. Other Events
A. Preferred Stock and Warrant Issuance
Simon Transportation Services Inc., a Nevada corporation ("Simon"), is
the reporting company under this Form 8-K. On June 30, 2001, the Moyes
Children's Limited Partnership (the "Partnership") had advanced $6,674,682.25 to
Simon (the "Outstanding Amont"). Simon requested, and the Partnership agreed, to
convert the Outstanding Amount into (i) 190,705 shares of Simon's Series I
Preferred Shares ("Preferred Shares") and (ii) a warrant to purchase 190,705
Series I Preferred Shares for $35.00 per share (the "Warrant"). Each Series I
Preferred Share will be convertible into ten (10) shares of Simon's Class A
Common Stock upon the earliest to occur of (i) September 30, 2001, (ii) a
change-in-control of Simon, or (iii) a sale of all or substantially all of the
assets of Simon and its subsidiaries. A disinterested committee of the Board of
Directors and a majority of the stockholders of Simon approved the conversion of
the Outstanding Amount into equity and issuance of the Warrant.
A copy of the Certificate of Designation setting forth the preferences,
rights, and limitations of Simon's Series I Preferred Shares is incorporated
herein by reference to Exhibit 4.3 of Simon's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2001. The press release announcing the issuance of
the Preferred Shares and the Warrant is attached hereto as Exhibit 99.1. A copy
of (i) the Subscription Agreement for the purchase of the Preferred Shares and
(ii) the Warrant are incorporated herein by reference to Exhibits 10.8 and 10.9,
respectively, of Simon's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2001.
B. Press Release Typographical Correction
Simon also provides notice that the press release attached as Exhibit
99.1 corrects a typographical error in the Condensed Consolidated Statements of
Operations attached to the press release. The column heading as revised in the
corrected press release attached reads, "For the Nine Months Ended June 30,
2001, and June 30, 2000," rather than erroneously referring to a six month
period.
ITEM 7. Material to be filed as Exhibits
The following documents are filed as exhibits:
Exhibit Description
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4 Certificate of Designation incorporated by reference to Exhibit
4.3 of Simon's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001
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99.1 Press Release dated August 21, 2001
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99.2 Subscription Agreement incorporated by reference to Exhibit
10.8 of Simon's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001
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99.3 Warrant incorporated by reference to Exhibit 10.9 of Simon's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001
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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.
SIMON TRANSPORTATION SERVICES INC.
Date: August 23, 2001 By: /s/ Alban B. Lang
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Alban B. Lang, Chief Financial Officer,
Treasurer, and Secretary