UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the Fiscal Year Ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from ____________ to ______________
Commission file number 000-20793
SMITHWAY MOTOR XPRESS CORP.
(Exact name of registrant as specified in its charter)
Nevada 42-1433844
- ------------------------------------ ----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2031 Quail Avenue
Fort Dodge, Iowa 50501
- ------------------------------------ ----------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 515/576-7418
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act: $0.01 Par Value
Class A Common
Stock
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES [ ] NO [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant was $2,381,147 as of April 15, 2003 (based upon the $.95 per share
closing price on that date as reported by Nasdaq). In making this calculation
the registrant has assumed, without admitting for any purpose, that all
executive officers, directors, and holders of more than 10% of a class of
outstanding common stock, and no other persons, are affiliates, and has excluded
stock options.
As of April 15, 2003, the registrant had 3,846,821 shares of Class A Common
Stock and 1,000,000 shares of Class B Common Stock outstanding.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K of Smithway Motor
Xpress Corp. (the "Company") for the year ended December 31, 2002, reflects the
addition of information required by Items 10, 11, 12, and 13 of Part III and
Item 15(c) of Part IV of Form 10-K. Other than these items, none of the
information contained in the Company's Form 10-K filed on April 15, 2003, has
been amended or restated.
Document and Location
Part III
Item 10 Directors and Executive Officers of the Registrant Page 1
Item 11 Executive Compensation Page 3
Item 12 Security Ownership of Certain Beneficial Owners and
Management Page 6
Item 13 Certain Relationships and Related Party Transactions Page 7
Part IV
Item 15 Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(c) Exhibits Page 8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information Concerning Directors and Executive Officers
Information concerning the names, ages, positions with the Company, tenure
as a director, and business experience of the Company's current directors and
other executive officers is set forth below. All references to experience with
the Company include positions with the Company's operating subsidiary, Smithway
Motor Xpress, Inc., an Iowa corporation.
Name Age Position Director Since
- ----------------------- ---- ------------------------------------------------ -----------------
William G. Smith 63 Chairman of the Board, President, Chief Executive 1972
Officer, and Secretary
G. Larry Owens 65 Executive Vice President, Chief Financial Officer, 1996
Chief Administrative Officer, and Director
Thomas J. Witt 43 Senior Vice President of Sales and Operations --
Douglas C. Sandvig 38 Senior Vice President, Chief Accounting Officer, --
and Controller
Michael E. Oleson 52 Treasurer --
Herbert D. Ihle 63 Director 1996
Robert E. Rich 71 Director 1996
Terry G. Christenberry 56 Director 1996
William G. Smith has been employed by the Company since 1958, served as
President and Secretary since 1984, and as Chairman of the Board and Chief
Executive Officer since January 1995. Prior to 1984, Mr. Smith served in various
other executive management capacities. Mr. Smith is a past Chairman of the Iowa
Motor Truck Association and currently serves on its executive committee. In
addition, Mr. Smith serves on the Board of Regents of Waldorf College in Forest
City, Iowa.
G. Larry Owens has served as Executive Vice President and Chief Financial
Officer since joining Smithway in January 1993 and was appointed also to serve
as Chief Administrative Officer in August 2001. Mr. Owens served as Chief
Operating Officer from May 1998 to August 2001. Prior to joining Smithway, Mr.
Owens spent twenty-five years in the banking industry, most recently from 1982
through 1992 as President of Boatmen's Bancshares' regional banks in Spencer and
Fort Dodge, Iowa.
Thomas J. Witt served as Vice President of Sales and Marketing upon joining
Smithway in November 2001 and was appointed to serve as Senior Vice President of
Sales and Operations in February 2003. Prior to joining Smithway, Mr. Witt
worked as an Account Manager in sales for i2 Technologies, a software company
serving motor carriers and third party logistics companies, from November 2000.
From 1998 through November 2000, Mr. Witt served as Vice President-Sales for
truckload carrier Roehl Transport, Inc. Mr. Witt has over twenty years of
experience in sales and marketing, primarily in the transportation industry.
Douglas C. Sandvig has served as Controller since joining Smithway in July
1997 and also was appointed to serve as Chief Accounting Officer in May 2000. In
September 2002, Mr. Sandvig was named a Vice President of the Company and was
appointed a Senior Vice President in February 2003. Prior to joining Smithway,
Mr. Sandvig was employed as a Tax Manager with Schnurr & Company LLP, a regional
public accounting firm, from 1990 to 1997. Mr. Sandvig is a certified public
accountant.
1
Michael E. Oleson served as Smithway's Controller upon joining the Company
in 1980 and in January 1995 was named Treasurer. Mr. Oleson also served as Chief
Accounting Officer between January 1995 and May 2000. Prior to joining Smithway,
Mr. Oleson was employed as an accountant with Mallinger Truck Line, Inc., in
Fort Dodge, Iowa, from 1974 to 1980.
Herbert D. Ihle has been President and owner of Diversified Financial
Services, a Naples, Florida, management and financial services consulting firm,
since 1989. From 1990 to 1992, Mr. Ihle served as Senior Vice President -
Finance and Controller for Northwest Airlines, and from 1963 to 1989 served in
various positions, including Executive Vice President - Finance, for Pillsbury
Co. Mr. Ihle also serves as Chairman of the Board of Regents of Waldorf College
in Forest City, Iowa and is a past director of Lutheran Brotherhood Insurance
Company.
Robert E. Rich is a private investor and has been involved in the
management of several privately owned farming and manufacturing companies since
1978. From 1967 through 1978, Mr. Rich served as Executive Vice President and
Treasurer and a member of the Board of Directors of Iowa Southern Utilities. Mr.
Rich is a certified public accountant.
Terry G. Christenberry has been the President and a director of
Christenberry, Collet & Company, Inc., an investment banking firm located in
Kansas City, Missouri, since its incorporation in June 1994. From September 1986
to June 1994, Mr. Christenberry was Executive Vice President and a director of
H.B. Oppenheimer & Company, Inc., also an investment banking firm located in
Kansas City, Missouri.
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 Securities and Exchange Commission. Officers, directors, and
greater than 10% stockholders are required by Securities and Exchange Commission
regulations 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, except that (i) due to an administrative
oversight, each of Messrs. Sandvig and Oleson did not timely report a February
2002 grant of options (covering 2,350 and 2,000 shares of Class A Common Stock,
respectively), and (ii) Donald A. Orr, the former Executive Vice President,
Chief Operating Officer, and director of the Company, did not timely report one
transaction in June 2002 and six transactions in July 2002. All such
transactions were reported in subsequent filings pursuant to Section 16(a).
2
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the annual and
long-term compensation paid to the chief executive officer and the other named
executive officers of the Company (the "Named Officers"), for services in all
capacities to the Company for the fiscal years ended December 31, 2002, 2001,
and 2000.
Long-Term Compensation
--------------------------------
Annual Compensation Awards Payouts
------------------------------------------------ ---------------------- ---------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Salary Bonus Compensation(1) Award(s) Options/ Payouts Compensation(2)
Principal Position Year ($) ($) ($) ($) SARs (#) ($) $
- ------------------- ------ -------- ----- ---------------- ---------- ---------- --------- --------------
William G. Smith 2002 $300,000 -- -- -- -- -- $2,743
2001 $300,000 -- -- -- -- -- $935
Chairman, 2000 $300,000 -- -- -- -- -- $3,400
President, Chief
Executive Officer,
and Secretary
G. Larry Owens 2002 $157,000 -- -- -- -- -- $2,160
Executive Vice 2001 $157,000 -- -- -- 35,000 -- $561
President, Chief 2000 $157,000 -- -- -- 50,000 -- $3,138
Financial Officer,
and Chief
Administrative
Officer
Thomas J. Witt 2002 $126,000 -- -- -- -- -- $2,184
Senior Vice 2001 $ 12,115(3) -- -- -- 15,000 -- --
President of Sales 2000 -- -- -- -- -- -- --
and Operations
Donald A. Orr 2002 $172,013(4) -- -- -- -- -- --
Former Executive 2001 $ 76,731(5) -- -- -- 210,000 -- --
Vice President and 2000 -- -- -- -- -- -- --
Chief Operating
Officer
(1) Other annual compensation did not exceed 10% of any Named Officer's total salary for any reported year.
(2) Amounts presented represent Company contributions to the Smithway Motor Xpress Inc. 401(k) Plan, including forfeitures
re-allocated to participants. In 2002, the Company did not make matching contributions to the 401(k) Plan. As a result,
amounts for 2002 are comprised solely of forfeitures re-allocated pursuant to the terms of the 401(k) Plan to the accounts of
the Named Officers.
(3) Mr. Witt joined the Company in November 2001.
(4) Mr. Orr resigned from all positions with the Company effective December 2, 2002.
(5) Mr. Orr joined the Company in August 2001.
3
Options/SAR Grants in Last Fiscal Year
The Company did not grant any stock options or stock appreciation rights
("SARs") to any of the Named Officers during the fiscal year ended December 31,
2002.
Aggregated Options/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Value Table
As indicated in the following table, no options were exercised by the Named
Officers during the fiscal year ended December 31, 2002.
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options/SARs Money Options/SARs
at Fiscal Year-End at Fiscal Year-End ($)(1)
--------------------------- -----------------------------
Shares
Acquired on
Name Exercise (#) Value Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------- ------------- ------------------ ----------- ------------- ----------- -------------
William G. Smith -- -- -- -- -- --
G. Larry Owens(2) -- -- 110,000 -- -- --
Thomas J. Witt(3) -- -- 3,000 12,000 -- --
Donald A. Orr(4) -- -- 35,000 180,000 -- --
(1) Based on the $0.77 closing price of the Company's Class A Common Stock on December 31, 2002, which was below the exercise
prices of all options described in notes (2), (3), and (4) below.
(2) Mr. Owens was granted options on January 23, 1997, May 12, 2000, June 23, 2000, and May 11, 2001, covering 25,000, 25,000,
25,000, and 35,000 shares of the Company's Class A Common Stock, respectively. The respective exercise prices for such
options are $8.875, $3.469, $1.7815, and $2.415 per share. All of Mr. Owens' options were fully vested on the date of grant,
except for the options granted on January 23, 1997 which vested 50% on the date of grant and 50% on January 1, 1998. All of
Mr. Owens options terminate on the ten-year anniversary of the date of grant.
(3) Mr. Witt was granted options on December 14, 2001, covering 15,000 shares of the Company's Class A Common Stock. The exercise
price for such options is $1.550 per share. Mr. Witt's options (i) vest in equal annual increments of 3,000 shares per year
over five years beginning on the first anniversary of the date of grant, and (ii) terminate on the ten-year anniversary of
the date of grant.
(4) Mr. Orr was granted options on August 6, 2001, covering 210,000 shares of the Company's Class A Common Stock. The exercise
price for such options was $2.850 per share. Mr. Orr's options were scheduled to (i) vest in equal annual increments of
35,000 shares per year over six years beginning on the first anniversary of the date of grant, and (ii) terminate on the
ten-year anniversary of the date of grant. Pursuant to the terms of his option award agreement, all of Mr. Orr's options
terminated unexercised on January 1, 2003, thirty days after the effective date of his resignation.
The Company does not have a long-term incentive plan or a defined benefit
or actuarial plan.
Compensation of Directors
Directors who are not employees of the Company receive a $5,000 annual
retainer paid every year at the annual meeting, $1,000 for each meeting of the
Board of Directors attended by such director ($500 if attended telephonically),
and $250 per committee meeting attended by the director (whether in person or
telephonically). Non-employee directors also receive the annual option to
purchase 1,000 shares of the Company's Class A Common Stock at 85% of the market
price on the date of the annual meeting, and are reimbursed for their expenses
incurred in attending the meetings. The options granted to non-employee
directors fully vest on the one-year anniversary of the date of grant, and
expire on the six-year anniversary of the date of grant. In addition to the
compensation
4
received by non-employee directors generally, the Chairman of the Company's
Audit Committee will receive a $10,000 annual retainer paid every year at the
annual meeting, commencing with the annual meeting following the 2002 fiscal
year-end.
Employment Contracts and Termination of Employment and Change of Control
Arrangements
The Company currently does not have any employment contracts, severance, or
change of control agreements with any of the Named Officers. However, under
certain circumstances in which there is a change of control, holders of
outstanding stock options granted under the Company's Incentive Stock Plan, New
Employee Incentive Stock Plan and Outside Director Stock Option Plan
(collectively, the "Plans") may be entitled to exercise such options
notwithstanding that such options may otherwise not have been fully exercisable.
Similar rights could be extended to holders of additional awards under the Plans
if any such awards are granted.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Messrs. Ihle, Rich, and Christenberry serve on the Compensation Committee.
None of such individuals has been an officer or employee of the Company.
5
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 15, 2003, the number and
percentage of outstanding shares of 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. Share numbers for Dimensional Fund
Advisors Inc. are as of December 31, 2002, and based upon a Schedule 13G/A
filing with the Securities and Exchange Commission. According to the Company's
transfer agent, the Company has outstanding 3,846,821 shares of Class A Common
Stock and 1,000,000 shares of Class B Common Stock as of April 15, 2003.
Amount and Nature of Percent of(2)
Name of Beneficial Owner(1) Title of Class Beneficial Ownership(2) Class A Class B Total(3)
- -------------------------------------- ----------------- ------------------------ -------- --------- --------
William G. and Marlys L. Smith(4) Class A Common 1,138,640
Class B Common 1,000,000 29.60% 100% 44.12%
G. Larry Owens(5) Class A Common 281,521 7.11% 0% 5.68%
Thomas J. Witt(6) Class A Common 6,000 * 0% *
Herbert D. Ihle(7) Class A Common 13,000 * 0% *
Robert E. Rich(7) Class A Common 14,000 * 0% *
Terry G. Christenberry(7) (8) Class A Common 22,500 * 0% *
Donald A. Orr(9) Class A Common 18,000 * 0% *
Dimensional Fund Advisors Inc. Class A Common 270,900 7.04% 0% 5.59%
All directors and executive officers Class A Common 1,552,700
as a group (8 persons) (10) Class B Common 1,000,000 38.25% 100% 50.46%
- ------------------------------
* Less than one percent (1%).
(1) The business address of William G. and Marlys L. Smith and G. Larry Owens is 2031 Quail Avenue, Fort Dodge, Iowa 50501. The
business address of Dimensional Fund Advisors Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.
(2) In accordance with applicable rules under the Securities Exchange Act of 1934, as amended, the number of shares indicated as
beneficially owned by a person includes shares of Class A Common Stock underlying options that are currently exercisable or
will be exercisable within 60 days from April 15, 2003. Shares of Class A Common Stock underlying stock options that are
currently exercisable or will be exercisable within 60 days from April 15, 2003, are deemed to be outstanding for purposes of
computing the percentage ownership of the person holding such options and the percentage ownership of any group of which the
holder is a member, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
Unless otherwise indicated all shares are owned directly.
(3) The Class A Common Stock is entitled to one vote per share. The Class B Common Stock is entitled to two votes per share so
long as it is beneficially owned by William G. Smith or certain members of his immediate family. As a result of this
two-class structure, the Smiths beneficially own shares of Class A and Class B Common Stock representing 53.7% of the voting
power of all outstanding voting shares.
(4) All shares held as joint tenants with right of survivorship except (a) 190,000 shares of Class A Common Stock held in the
name of Melissa Turner as voting trustee for the benefit of the Smith Family Limited Partnership, (b) 90,116 shares of Class
A Common Stock held for the Smiths under the Company's 401(k) Plan, and (c) 10,126 shares of Class A Common Stock held
individually by Marlys L. Smith. Melissa Turner is the daughter of William G. and Marlys L. Smith.
6
(5) Includes (a) 200 shares held as custodian for minor children under the Uniform Gifts to Minors Act, as to which beneficial
ownership is disclaimed, (b) 21,321 shares of Class A Common Stock held under the Company's 401(k) Plan, and (c) options to
purchase 110,000 shares of Class A Common Stock granted to Mr. Owens under the Company's Incentive Stock Plan, which options
are fully vested.
(6) Includes options to purchase 3,000 shares of Class A Common Stock granted to Mr. Witt under the Company's New Employee
Incentive Stock Plan that are currently exercisable or will become exercisable within 60 days from April 15, 2003.
(7) Includes options to purchase 10,000 shares of Class A Common Stock granted to each of Messrs. Ihle, Rich, and Christenberry
under the Outside Director Plan and other arrangements that are currently exercisable or will become exercisable within 60
days from April 15, 2003.
(8) Includes 2,500 shares held under the Christenberry, Collett & Company, Inc. 401(k) Plan, a unitized plan that had allocated
approximately 25% of the Plan assets to Mr. Christenberry. Beneficial ownership of Plan assets not allocated to Mr.
Christenberry is disclaimed.
(9) Effective December 2, 2002, Mr. Orr resigned from his positions as Executive Vice President, Chief Operating Officer and
Director of the Company. In connection with Mr. Orr's resignation, all options to purchase the Company's Class A Common Stock
previously granted to Mr. Orr terminated unexercised pursuant to the terms of his option award agreement.
(10) Does not include shares beneficially owned by Mr. Orr, who resigned from all positions with the Company effective December 2,
2002. The only current executive officers, other than Named Officers William G. Smith, G. Larry Owens, and Thomas J. Witt,
are Michael E. Oleson and Douglas C. Sandvig. Mr. Oleson holds 4,939 shares of Class A Common Stock under the Company's
401(k) Plan and options to purchase 42,000 shares of Class A Common Stock that are currently exercisable or will become
exercisable within 60 days from April 15, 2003. Mr. Sandvig holds 2,750 shares of Class A Common Stock in an Individual
Retirement Account and options to purchase 27,350 shares of Class A Common Stock that are currently exercisable or will
become exercisable within 60 days from April 15, 2003. Shares beneficially owned by Mr. Oleson and Mr. Sandvig are included
in the calculation of the security ownership of all directors and executive offices as a group.
Securities Authorized for Issuance Under Equity Compensation Plans
Information with respect to the Company's compensation plans under which
equity securities are authorized for issuance is set forth under Item 12 in the
Company's Annual Report on Form 10-K filed on April 15, 2003.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
7
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(c) Exhibits
Exhibit
Number Description
3.1 * Articles of Incorporation.
3.2 * Bylaws.
4.1 * Articles of Incorporation.
4.2 * Bylaws.
10.1 * Outside Director Stock Plan dated March 1, 1995.
10.2 * Incentive Stock Plan adopted March 1, 1995.
10.3 * 401(k) Plan adopted August 14, 1992, as amended.
10.4 * Form of Agency Agreement between Smithway Motor Xpress, Inc. and its independent
commission agents.
10.5 * Memorandum of officer incentive compensation policy.
10.6 ** 1997 Profit Incentive Plan, adopted May 8, 1997.
10.7 *** Amendment No. 2 to Smithway Motor Xpress Corp. Incentive Stock Plan, adopted May 7,
1999.
10.8 **** Form of Outside Director Stock Option Agreement dated July 27, 2000, between Smithway
Motor Xpress Corp. and each of its non-employee directors.
10.9 ***** New Employee Incentive Stock Plan, adopted August 6, 2001.
10.10 ***** Amended and Restated Loan and Security Agreement dated December 28, 2001, between
LaSalle Bank National Association, Smithway Motor Xpress, Inc., as Borrower, and East
West Motor Xpress, Inc., as Borrower.
10.11 + First Amendment to Amended and Restated Loan and Security Agreement dated May 10, 2002,
between LaSalle Bank National Association, Smithway Motor Xpress, Inc., as Borrower,
and East West Motor Express, Inc., as Borrower.
10.12 # Second Amendment to Amended and Restated Loan and Security Agreement dated November 8,
2002, between LaSalle Bank National Association, Smithway Motor Xpress, Inc., as
Borrower, and East West Motor Express, Inc., as Borrower.
21 ++ List of Subsidiaries.
23 +++ Consent of KPMG LLP, independent auditors.
- ---------------------
* Incorporated by reference from the Company's Registration Statement on Form S-1, Registration No. 33-90356, effective June
27, 1996.
** Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2000. Commission
File No. 000-20793, dated May 5, 2000.
*** Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999. Commission
File No. 000-20793, dated August 13, 1999.
**** Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2000.
Commission File No. 000-20793, dated November 3, 2000.
*****Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
Commission File No. 000-20793, dated March 28, 2002.
8
+ Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002. Commission
File No. 000-20793, dated August 14, 2002.
++ Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
Commission File No. 000-20793, dated March 29, 2000.
+++ Incorporated by reference from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
Commission File No. 000-20793, dated April 15, 2003.
# Filed herewith.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
SMITHWAY MOTOR XPRESS CORP.
Date: April 30, 2003 By: /s/ William G. Smith
---------------------------------------
William G. Smith
Chairman of the Board, President,
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Position Date
- --------- -------- ----
/s/ William G. Smith Chairman of the Board, President, and Chief Executive
- -------------------- Officer; Director (principal executive officer) April 30, 2003
William G. Smith
/s/ G. Larry Owens Executive Vice President, Chief Administrative Officer,
- ------------------ and Chief Financial Officer; Director April 30, 2003
G. Larry Owens
/s/ Douglas C. Sandvig Senior Vice President, Chief Accounting Officer, and
- ---------------------- Controller (principal financial and accounting officer) April 30, 2003
Douglas C. Sandvig
/s/ Herbert D. Ihle Director April 30, 2003
- -------------------
Herbert D. Ihle
/s/ Robert E. Rich Director April 30, 2003
- -------------------
Robert E. Rich
/s/ Terry G. Christenberry Director April 29, 2003
- --------------------------
Terry G. Christenberry
10
CERTIFICATIONS
I, William G. Smith, certify that:
1. I have reviewed this annual report on Form 10-K/A of Smithway Motor Xpress
Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. [not applicable];
4. [not applicable];
5. [not applicable];
6. [not applicable].
Date: April 30, 2003 /s/ William G. Smith
--------------------------------------
William G. Smith
Chief Executive Officer
11
I, G. Larry Owens, certify that:
1. I have reviewed this annual report on Form 10-K/A of Smithway Motor Xpress
Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. [not applicable];
4. [not applicable];
5. [not applicable];
6. [not applicable].
Date: April 30, 2003 /s/ G. Larry Owens
--------------------------------------
G. Larry Owens
Chief Financial Officer
12