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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 2001
REGISTRATION STATEMENT NO. 33-40028
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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J. B. HUNT TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
ARKANSAS 71-0335111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
615 J.B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
(Address of Principal Executive Offices)
J. B. HUNT TRANSPORT SERVICES, INC.
AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN
(Full Title of Plan)
KIRK THOMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
J. B. HUNT TRANSPORT SERVICES, INC.
615 J.B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
(Name and address of agent for service)
(501) 820-0000
(Telephone number, including area code, of agent for service)
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Copy of all communications to:
C. DOUGLAS BUFORD, JR.
WRIGHT, LINDSEY & JENNINGS
200 WEST CAPITOL AVENUE, SUITE 2200
LITTLE ROCK, ARKANSAS 72201
(501) 371-0808
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(3) OFFERING PRICE(3) REGISTRATION FEE
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Common Stock, $.01 par value(2) 3,500,000 Shares N/A(1) $80,850,000 $20,212.50
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(1) Each share being registered may be issued at not less than the fair market
value of a share of Common Stock at the time of a distribution under the Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests in the
Plan.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h) and based on the average ($23.10) of the high and low
prices of a share of Common Stock as reported on the Nasdaq Stock Market's
National Market on August 13, 2001.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
J. B. Hunt Transport Services, Inc. ("Registrant" or "Company") hereby
incorporates the following documents by reference into this Registration
Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, filed on March 12, 2001;
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2001, filed August 3, 2001, and Form 8-K, filed May 7,
2001.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(d) The description of the Company's common stock, $.01 par value,
contained in the Company's Form 8-A dated March 27, 1984, including any
amendment or report filed for the purpose of updating such description.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part hereof.
All reports and other documents filed by the Company subsequent to the
date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Incorporated by reference from the Company's Form 8-A dated March 27,
1984, including any amendment or report filed for the purpose of updating such
description.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Paragraph 10 of the Company's Articles of Incorporation provides that,
under specified circumstances, the Company shall indemnify its directors,
officers, employees, or agents against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit, or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees, or agents if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, i.e., one by or in the right
of the corporation, indemnification may be made only for
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expenses actually and reasonably incurred by directors, officers, employees or
agents in connection with the defense or settlement of an action or suit, and
only with respect to a matter as to which they shall have acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors, officers, employees or
agents are fairly and reasonably entitled to indemnity for such expenses despite
such adjudication of liability.
Paragraph 11 of the Company's Articles of Incorporation provides that
the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Arkansas Code Annotated Section 4-27-833, which makes directors liable for
unlawful dividends or unlawful stock repurchases or redemptions, (d) for
transactions from which directors derive improper personal benefit, or (e) for
liability to any third party other than the Company or its stockholders based
upon an act, omission, transaction, or breach of duty.
The Company's directors and officers are also covered by insurance
policies indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Exhibit
4.1 Amended and Restated Articles of Incorporation of J. B. Hunt
Transport Services, Inc. (Incorporated by reference from
Exhibit 4A to the Company's Registration Statement on Form S-8
(File No. 33-40028) filed April 16, 1991).
4.2 Amended and Restated Bylaws of the Company (Incorporated by
reference from Exhibit 3C to the Company's Registration
Statement on Form S-1 (File No. 2-95714) filed February 7,
1985).
4.3 J. B. Hunt Transport Services, Inc. Amended and Restated
Management Incentive Plan.
4.3.1 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Restricted Stock Agreement
4.3.2 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Stock Option Agreement
4.3.3 Form of Stock Option Exercise Form
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4.3.4 Form of Amendment to Stock Option Agreement
5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of KPMG LLP
23.2 Consent of Wright, Lindsey & Jennings LLP (included as part of
Exhibit 5.1.)
24.1 Powers of Attorney (included as part of signature page)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b), if in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lowell, State of Arkansas, on August 14, 2001.
J. B. HUNT TRANSPORT SERVICES, INC.
By /s/ KIRK THOMPSON
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Kirk Thompson
President and Chief Executive Office
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Kirk Thompson and Jerry Walton,
and each or either one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form S-8
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by or on behalf the following persons in
the capacities and on the date indicated.
Signature Title Date
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/s/ JOHN A. COOPER, JR. Director August 14, 2001
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John A. Cooper, Jr.
/s/ WAYNE GARRISON Chairman of the Board August 14, 2001
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Wayne Garrison
/s/ GENE GEORGE Director August 14, 2001
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Gene George
/s/ THOMAS L. HARDEMAN Director August 14, 2001
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Thomas L. Hardeman
/s/ J. BRYAN HUNT Vice Chairman of the Board August 14, 2001
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J. Bryan Hunt
/s/ LELAND TOLLETT Director August 14, 2001
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/s/ J.B. HUNT Senior Chairman of the Board August 14, 2001
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J.B. Hunt
/s/ KIRK THOMPSON President and Chief Executive August 14, 2001
---------------------------------- Officer; Director
Kirk Thompson
/s/ JERRY WALTON Executive Vice President, August 14, 2001
---------------------------------- Finance/Administration and Chief
Jerry Walton Financial Officer
/s/ JOHNELLE D. HUNT Secretary of the Board August 14, 2001
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Johnelle D. Hunt
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Articles of Incorporation of J. B. Hunt
Transport Services, Inc. (Incorporated by reference from
Exhibit 4A to the Company's Registration Statement on Form S-8
(File No. 33-40028) filed April 16, 1991)
4.2 Amended and Restated Bylaws of the Company (Incorporated by
reference from Exhibit 3C to the Company's Registration
Statement on Form S-1 (File No. 2-95714) filed February 7,
1985)
4.3 J.B. Hunt Transport Services, Inc. Amended and Restated
Management Incentive Plan
4.3.1 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Restricted Stock Agreement
4.3.2 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Stock Option Agreement
4.3.3 Form of Stock Option Exercise Form
4.3.4 Form of Amendment to Stock Option Agreement
5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of KPMG LLP
23.2 Consent of Wright, Lindsey & Jennings LLP (included as part of
Exhibit 5.1)
24.1 Powers of Attorney (included as part of signature page)