-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WX5LPI7C1yKiR3qVmIEye0JAiY9nkOPoNWrypbGEM5F5ESdia58Cht7m+r8AnswF XD5lP5HYovYFAnjb1fs/9g== /in/edgar/work/0001008886-00-000075/0001008886-00-000075.txt : 20000930 0001008886-00-000075.hdr.sgml : 20000930 ACCESSION NUMBER: 0001008886-00-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIMON TRANSPORTATION SERVICES INC CENTRAL INDEX KEY: 0001000577 STANDARD INDUSTRIAL CLASSIFICATION: [4213 ] IRS NUMBER: 870545608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50145 FILM NUMBER: 730806 BUSINESS ADDRESS: STREET 1: 4646 SOUTH 500 WEST STREET 2: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0247 BUSINESS PHONE: 8007779100 MAIL ADDRESS: STREET 1: P O BOX 26297 CITY: SALT LAKE CITY STATE: UT ZIP: 84126-0297 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOYES JERRY C CENTRAL INDEX KEY: 0000901736 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 2200 S 75TH AVNEUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: C/O SWIFT TRANSPORTATION CO INC STREET 2: P.O. BOX 29243 2200 S 75TH AVNEUE CITY: PHOENIX STATE: AZ ZIP: 85038-9243 SC 13D/A 1 0001.txt SCHEDULE 13D AMENDMENT 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* SIMON TRANSPORTATION SERVICES INC. (Name of Issuer) CLASS A COMMON STOCK, $0.01 Par Value (Title of Class of Securities) 828813105 (CUSIP Number) Jerry Moyes 2200 South 75th Avenue Phoenix, AZ 85043 (623) 269-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 2000 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 15 SCHEDULE 13D CUSIP NO. 828813105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons Jerry Moyes I.R.S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) PF and BK - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting Power 2,203,898* SHARES _________________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY _________________________________________________ EACH (9) Sole Dispositive Power 2,203,898* REPORTING _________________________________________________ PERSON WITH (10) Shared Dispositive Power - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,203,898 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] (See Instructions) - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 34.4% of Class A Common Shares - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - ---------------------- * As to 1,213,298 Shares, together with wife, Vickie Moyes, as trustees. As to 342, 600 Shares, through ownership of approximately 75% of the outstanding voting stock of SME Industries, Inc. Page 2 of 15 SCHEDULE 13D CUSIP NO. 828813105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons SME Steel Contractors, Inc. I.R.S. Identification Nos. of Above Persons (entities only) 87-0495960 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) WC - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Utah - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting Power 456,800 SHARES _________________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY _________________________________________________ EACH (9) Sole Dispositive Power 456,800 REPORTING _________________________________________________ PERSON WITH (10) Shared Dispositive Power - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 456,800 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.5% of Class A Common Shares - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- Page 3 of 15 SCHEDULE 13D CUSIP NO. 828813105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons The Jerry & Vickie Moyes Family Trust Dated 12/11/87 I.R.S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) PF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting Power 1,213,298 SHARES _________________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY _________________________________________________ EACH (9) Sole Dispositive Power 1,213,298 REPORTING _________________________________________________ PERSON WITH (10) Shared Dispositive Power - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,213,298 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 19.9% of Class A Common Shares - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- Page 4 of 15 SCHEDULE 13D CUSIP NO. 828813105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons Vickie Moyes I.R.S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) PF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting Power 1,213,298** SHARES _________________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY _________________________________________________ EACH (9) Sole Dispositive Power 1,213,298** REPORTING _________________________________________________ PERSON WITH (10) Shared Dispositive Power - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,213,298 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 19.9% of Class A Common Shares - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- - ---------------------- ** Together with husband, Jerry Moyes, as trustees. Page 5 of 15 SCHEDULE 13D CUSIP NO. 828813105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons Ronald Moyes I.R.S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) BK - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting Power 913,751*** SHARES _________________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY _________________________________________________ EACH (9) Sole Dispositive Power 913,751*** REPORTING _________________________________________________ PERSON WITH (10) Shared Dispositive Power - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 913,751 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 15.0% of Class A Common Shares - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Page 6 of 15 SCHEDULE 13D CUSIP NO. 828813105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons Moyes Children's Limited Partnership I.R.S. Identification Nos. of Above Persons (entities only) 86-1003342 - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a)[ ] (See Instructions) (b)[ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Sources of Funds (See Instructions) BK - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Arizona - -------------------------------------------------------------------------------- NUMBER OF (7) Sole Voting Power 913,751 SHARES _________________________________________________ BENEFICIALLY (8) Shared Voting Power OWNED BY _________________________________________________ EACH (9) Sole Dispositive Power 913,751 REPORTING _________________________________________________ PERSON WITH (10) Shared Dispositive Power [GRAPHIC OMITTED] (11) Aggregate Amount Beneficially Owned by Each Reporting Person 913,751 - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 15.0% of Class A Common Shares - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- Page 7 of 15 SCHEDULE 13D This Amendment No. 11 to Schedule 13D hereby amends the Schedule 13D dated August 26, 1999, filed by Jerry Moyes and SME Steel Contractors, Inc. (the "Original Filers"), as previously amended by Amendment No. 1 dated August 31, 1999, Amendment No. 2 dated November 19, 1999, Amendment No. 3 dated May 23, 2000, Amendment No. 4 dated June 30, 2000, Amendment No. 5 dated July 10, 2000, Amendment No. 6 dated July 13, 2000, Amendment No. 7 dated July 21, 2000, Amendment No. 8 dated August 3, 2000, Amendment No. 9 dated August 10, 2000, and Amendment No. 10 dated September 6, 2000, (the "Schedule 13D"). Amendment No. 2 added two new filers, The Jerry & Vickie Moyes Family Trust Dated 12/11/87 and Vickie Moyes (the "Amendment No. 2 Filers"). This Amendment No. 11 adds two more filers, the Moyes Children's Limited Partnership and Ronald Moyes (the "Amendment No. 11 Filers"; the Original Filers, the Amendment No. 2 Filers, and the Amendment No. 11 Filers, together, the "Filing Persons") and further amends the Schedule 13D as described below. ITEM 1. SECURITY AND ISSUER Class A Common Stock, par value $0.01 (the "Shares") Simon Transportation Services Inc. (the "Issuer") 5175 West 2100 South West Valley City, Utah 84120-1252 ITEM 2. IDENTITY AND BACKGROUND Set forth below is certain information with respect to each of the Filing Persons and each of the persons enumerated in General Instruction C to Schedule 13D. (1) SME Steel Contractors, Inc. is a Utah corporation, which is wholly owned by SME Industries, Inc., a Nevada corporation (collectively, "SME"). The principal business of SME is steel fabrication and erection. The address of its principal business and principal office is 5955 West Wells Park Road, West Jordan, Utah 84088. (2) The Jerry & Vickie Moyes Family Trust Dated 12/11/87 (the "Trust") is a grantor trust. The principal business of the Trust is to invest the Trust's funds for the benefit of the Trust's beneficiaries. The address of the Trust's principal office is 2200 South 75th Avenue, Phoenix, Arizona 85043. Jerry Moyes and his wife, Vickie Moyes, are grantors, trustees, and beneficiaries of the Trust. (3) Jerry Moyes is a citizen of the United States of America, and his business address is 2200 South 75th Avenue, Phoenix, Arizona 85043. His present principal employment is as president of Swift Transportation Co., Inc. (4) Vickie Moyes is a citizen of the United States of America, and her address is 2200 South 75th Avenue, Phoenix, Arizona 85043. Her present principal employment is as a homemaker. (5) The Moyes Children's Limited Partnership (the "Partnership") is an Arizona limited partnership. The principal business of the Partnership is to acquire, manage, develop, and hold for investment real and personal property and to reinvest its earnings from such property in other real Page 8 of 15 and personal property. The address of its principal business and principal office is 4001 North Third Street, Suite 400, Phoenix, Arizona 85012. (6) Ronald Moyes is a citizen of the United States of America, and his address is 4720 N. 16th Street, Phoenix, Arizona 85016. His present principal employment is as president of Tire Express, Ltd., an Arizona corporation. During the last five years, none of the Filing Persons, no director or executive officer of SME, and no general partner of the Partnership (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Jerry Moyes used personal funds to purchase 348,000 Shares in the open market at prices ranging from $4.5625 to $7.1875 per share for an aggregate purchase price of $2,183,608.25. The Trust used trust income to purchase 1,213,298 Shares in the open market at prices ranging from $4.00 to $7.1875 per share for an aggregate purchase price of $7,565,897.65 and sold 40,000 Shares at prices ranging from $4.875 to $5.4159 for an aggregate sales price of $202,284. SME Steel Contractors, Inc., a Utah corporation ("SME-Utah"), used its working capital to purchase 300,000 Shares in the open market at prices ranging from $4.125 to $4.9572 per share and an additional 156,800 Shares in a private transaction with an affiliate of SME at a price of $6.563 per share for an aggregate purchase price of $2,365,012.40. SME-Utah is a wholly owned subsidiary of SME Industries, Inc., a Nevada corporation ("SME-Nevada"). Jerry Moyes owns approximately 75% of the outstanding voting stock of SME-Nevada. Jerry Moyes disclaims beneficial ownership of any Shares attributable to the percentage of SME-Nevada he does not own. The Partnership used borrowed funds to purchase 913,751 Shares in a private transaction at a price of $9.00 per share for an aggregate purchase price of $8,223,759. The funds for the Partnership's 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 1,376,706 shares of Swift Transportation Co., Inc. common stock owned by the Partnership and held in an account at Morgan Keegan & Company, Inc. Ronald Moyes, as the sole general partner of the Partnership, has both voting and dispositive power over the Shares owned by the Partnership, but disclaims beneficial ownership of Shares owned by the Partnership to the extent he has no pecuniary interest in such Shares. ITEM 4. PURPOSE OF TRANSACTION The Filing Persons currently hold their beneficial interests in the Shares for investment purposes. On September 19, 2000, the Partnership purchased all 913,751 Shares of the Issuer's Class B Common Stock from a trust affiliated with the Issuer's then-Chairman and Chief Executive Officer, Richard D. Simon. The Purchase satisfied an August 10, 2000, letter agreement between Mr. Moyes and Mr. Simon, which Mr. Moyes had assigned to the Partnership (the "Letter Agreement"). The Letter Agreement is discussed in greater detail in the Information Statement filed by the Issuer with the Securities and Exchange Commission on September 8, 2000 pursuant to Section 14(f) of the Securities and Exchange Act of 1934, as amended (the "Act"), and Rule 14f-1 thereunder. The Shares of the Issuer's Class B Common Stock had entitled Mr. Simon and his Page 9 of 15 family members to two votes per Share, but were automatically converted into Class A Common Shares when sold to the Partnership and entitle the Partnership to only one vote per Share. With the sale of the 913,751 Shares complete, there are no longer any Class B Shares outstanding. Together, the Filing Persons hold beneficial ownership of approximately 48% of the Issuer's outstanding Class A Common Stock. Jerry Moyes also has been appointed Chairman of the Board and has been granted warrants to purchase up to 300,000 additional Shares of Class A Common Stock at a price of $7.00 per share, which vest one third on each of September 19, 2001, 2002, and 2003. Also appointed to the Issuer's Board of Directors were Lou Edwards, Gordon K. Holladay, Earl H. Scudder, and Jon Isaacson, all of whom were suggested by Mr. Moyes. Mr. Isaacson has been appointed to serve as the Issuer'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 Issuer'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 Issuer's Board of Directors was reduced from nine to seven. As part of the review of their investments in the Shares, the Filing Persons may explore from time to time in the future a variety of alternatives, including, without limitation: (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a change in the present board of directors or management of the Issuer, including a change in the number or term of directors or to fill any existing vacancies on the board; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws, or instruments corresponding thereto, or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. There is no assurance that the Filing Persons will develop any plans or proposals with respect to any of the foregoing matters. Any alternatives that the Filing Persons may pursue will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations, and prospects of the Issuer, and general economic, financial market, and industry conditions. Except as set forth above, the Filing Persons have no plans nor proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Page 10 of 15 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Except as otherwise stated below, the approximate aggregate percentage of Shares beneficially owned by each of the Filing Persons is based on 6,110,109 Shares outstanding, which is the total number of Shares outstanding as of September 27, 2000, as reflected in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the "Commission") for the fiscal quarter ended, June 30, 2000. As of the close of business on September 27, 2000: (i) The Trust is the direct and beneficial owner of 1,213,298 Shares, constituting approximately 19.9% of the Shares outstanding. As grantors, trustees, and beneficiaries of the Trust, Jerry Moyes and his wife, Vickie Moyes, may be deemed to beneficially own (as defined in rule 13d-3 promulgated under the Exchange Act) the Shares owned by the Trust. (ii) SME-Utah is the direct beneficial owner of 456,800 Shares, constituting approximately 7.5% of the Shares outstanding. Because Jerry Moyes owns approximately 75% of the outstanding voting stock of SME-Nevada, which in-turn owns 100% of the outstanding voting stock of SME-Utah, Jerry Moyes may be deemed to beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) 342,600 of the Shares owned by SME-Utah. Jerry Moyes disclaims beneficial ownership of any Shares attributable to the percentage of SME-Nevada he does not own. (iii) The Partnership is the direct and beneficial owner of 913,751 Shares, constituting approximately 15% of the Shares outstanding. Ronald Moyes, as the sole general partner of the Partnership, may be deemed to beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) a portion of the 913,751 Shares owned by the Partnership. Ronald Moyes disclaims beneficial ownership of any Shares owned by the Partnership to the extent he has no pecuniary interest in such Shares. (iv) In addition to the Shares that Jerry Moyes may be deemed to beneficially own, as described in Item 5(a)(i) and (ii), Jerry Moyes is the direct and beneficial owner of 348,000 Shares, and (pursuant to Rule 13d-3(d)(i) promulgated under the Exchange Act) he may be deemed to beneficially own an additional 300,000 Shares for which he has been granted warrants. Altogether, Jerry Moyes either has direct and beneficial ownership of or may be deemed to beneficially own 2,203,898 Shares, constituting approximately 34.4% of 6,410,109 Shares that would be outstanding if the 300,000 warrant Shares were outstanding. (b) Items 1 and 7 through 10 of the Cover Page of each of the Filing Persons is incorporated herein by this reference. (c) Schedule A hereto describes transactions in the Shares effected during the 60 days preceding and including September 27, 2000. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The following is a summary of certain provisions of (a) the Warrant Agreement dated September 19, 2000 by and between the Issuer and Jerry Moyes (the "Warrant Agreement"), and (b) Page 11 of 15 the Voting Agreement dated September 19, 2000 by and between the Issuer and certain of the shareholders of the Issuer, including Jerry Moyes, the Trust, SME-Utah, and the Partnership (the "Voting Agreement"). This summary is qualified in its entirety by the actual provisions of the foregoing documents, each of which is filed as an Exhibit to this Schedule 13D and is incorporated herein by this reference. Capitalized terms used in this summary and not otherwise defined in this summary shall have the meanings ascribed such terms in the document being summarized. (a) Warrant Agreement. Pursuant to the terms of the Warrant Agreement, the Issuer granted to Jerry Moyes warrants to purchase 300,000 Shares at $7.00 per share, which warrants shall become exercisable at the rate of 100,000 per year on each anniversary of the date on which such warrants were granted; the Grant Date being September 19, 2000. (b) Voting Agreement. Pursuant to the terms of the Voting Agreement, the Issuer agrees to submit to its shareholders at the next annual or special meeting of shareholders the Option Proposal (as hereafter defined) for review and a vote thereon by the Issuer's shareholders, and the shareholders party to the Voting Agreement, including, but not limited to: Jerry Moyes, the Trust, SME-Utah, and the Partnership, agree to vote all of the Shares owned by them in favor of and for approval of the Option Proposal (as hereafter defined). For purposes of this Item 6, "Option Proposal," shall mean the following: (i) the issuance of options to purchase up to 375,000 Shares to certain executive employees of the Issuer; (ii) the issuance of warrants to purchase up to 300,000 Shares to Jerry Moyes; (iii) the issuance of Shares upon the exercise of such options or warrants; and (iv) the Amendment of the Issuer's Incentive Stock Plan required to facilitate the issuance of more than 25,000 Shares upon the exercise of the such options. Other than the foregoing, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Filing Persons or between the Filing Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filed as exhibits: ------------------- ---------------------------------------------------- Exhibit Description ------------------- ---------------------------------------------------- 99.1 Warrant ------------------ ---------------------------------------------------- 99.2 Voting Agreement ------------------- ---------------------------------------------------- Page 12 of 15 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 27, 2000 (Date) By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Jerry Moyes, individually (Signature) Earl H. Scudder, under power of attorney (Name/Title) By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Vickie Moyes, individually (Signature) Earl H. Scudder, under power of attorney (Name/Title) The Jerry & Vickie Moyes Family Trust Dated 12/11/87 By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Jerry Moyes, Trustee of the Jerry & Vickie Moyes Family Trust Dated 12/11/87 (Signature) Earl H. Scudder, under power of attorney (Name/Title) By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Vickie Moyes, Trustee of the Jerry & Vickie Moyes Family Trust Dated 12/11/87 (Signature) Earl H. Scudder, under power of attorney (Name/Title) SME Steel Contractors, Inc. By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Gordon Holladay, Secretary and Treasurer of SME Steel Contractors, Inc. (Signature) Earl H. Scudder, under power of attorney (Name/Title) Page 13 of 15 By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Ronald Moyes, individually (Signature) Earl H. Scudder, under power of attorney (Name/Title) Moyes Children's Limited Partnership By: /s/ Earl H. Scudder Earl H. Scudder on behalf of Ronald Moyes, General Partner of the Moyes Children's Limited Partnership (Signature) Earl H. Scudder, under power of attorney (Name/Title) Page 14 of 15 Schedule A The following table sets forth certain information concerning the Shares purchased by Jerry Moyes, the Trust, SME-Utah, and the Partnership during the 60 days preceding and including September 27, 2000. Except as indicated below, all purchases were made through brokerage transactions on the NASDAQ National Market.
Approximate Average Purchase Amount of Price Per Share Identity Securities (Exclusive of of Person Date of Transaction involved Commission) - --------- ------------------- -------- ----------- Jerry Moyes August 1, 2000 37,500 $ 7.0312 August 8, 2000 150,000 $ 7.1875 Jerry & Vickie Moyes Family Trust Dated 12/11/87 July 27, 2000 14,000 $ 6.25 July 31, 2000 17,500 $ 6.5625 August 1, 2000 379,800 $ 7.0625 August 3, 2000 15,800 $ 7.0885 August 4, 2000 9,100 $ 7.1875 August 7, 2000 40,000 $ 7.1875 August 8, 2000 47,700 $ 7.1875 August 9, 2000 9,500 $ 7.1875 SME-Utah September 5, 2000* 156,800 $ 6.563 Moyes Children's Limited Partnership September 20, 2000+ 913,751 $ 9.00 - -------------------------------- *Private purchase from affiliate +Private purchase of Class B Common Stock
Page 15 of 15 EX-99.1 2 0002.txt WARRANT Warrant NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT, SAID SHARES OR ANY INTEREST THEREIN MAY BE EFFECTED WITHOUT, AMONG SATISFYING OTHER CONDITIONS, (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER THAT SUCH REGISTRATION IS NOT REQUIRED OR (III) RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. Void after 5:00 p.m., Utah Time on September 18, 2010 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 1 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. 2 (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 3 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: 4 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 onstrued 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. 5 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:________________________________ Printed Name:______________________ Title:_____________________________ ___________________________________ Jerry Moyes, an individual 6 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) 7 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) 8 EX-99.2 3 0003.txt VOTING AGREEMENT Exhibit B VOTING AGREEMENT THIS VOTING AGREEMENT made this 19th day of September, 2000 (the "Effective Date"), between Simon Transportation Services Inc., a Nevada corporation having its principal place of business at 5157 West 2100 South, West Valley City, Utah 84120 (the "Company"), and the shareholders (the "Shareholders") of the Company whose names are set forth on the signature page of this Agreement (the "Agreement"). RECITALS: WHEREAS, the Company has determined to issue options (the "Options") with respect to up to 375,000 shares of the Class A Common Stock of the Company (the "Common Stock") to certain executive employees of the Company and a warrant to purchase up to 300,000 shares of Common Stock to Jerry Moyes (the "Warrant"); WHEREAS, the Common Stock is quoted on The Nasdaq Stock Market ("Nasdaq"): WHEREAS, Nasdaq has advised the Company that based on certain rules of Nasdaq, Nasdaq will require the Company to obtain approval from the shareholders of the Company of the issuance of the Options, the issuance of shares of Common Stock upon the exercise thereof and the related amendment of the Company's Incentive Stock Plan reflected by an Amendment No. 3 to the Simon Transportation Services Inc. 1995 Stock Incentive Plan (the "Option Proposal") prior to the issuance of 25,000 or more shares of the Common Stock upon exercise of the Options and that approval from the shareholders of the Company of the issuance of the Warrant and the shares of Common Stock to be issued upon the exercise thereof may also be necessary or desirable, and also shall be deemed part of the Option Proposal if requested by either the Company or Jerry Moyes; and WHEREAS, as an inducement to the Company to issue the Options and the Warrant, and on the terms and conditions set forth below, the Shareholders desire to agree to vote all of the shares of Common Stock held by such Shareholders in favor of the Option Proposal. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing premises, and for good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the Company and the Shareholders agree as follows: 1. Voting Agreement. The Company agrees to submit to its shareholders at the next annual or special meeting of shareholders the Option Proposal for review and a vote thereon by the Company's shareholders. The Shareholders hereby irrevocably covenant and agree to vote all of the shares of the Common Stock owned by them (whether of record or beneficially) in favor of and for approval of the Option Proposal at any time that the Option Proposal is submitted to the shareholders of the Company for approval, whether at an annual meeting of shareholders, a special meeting of shareholders or pursuant to a consent solicitation, and to take all other actions reasonably necessary to accomplish the purposes of this Agreement. 2. Term. This Agreement shall be effective until the Option Proposal is approved by a majority of the shareholders of the Company. 3. Binding Effect. This Agreement shall be binding upon the heirs, administrators, trustees, beneficiaries, successors and assigns of the Shareholders and shall be applicable to any shares of Common Stock now owned or subsequently acquired by such Shareholders or their affiliates or their associates ("affiliate" and "associate" having the same definition for these purposes as under the Securities Exchange Act of 1934, as amended, and regulations promulgated thereunder); however, shares sold or transferred by the Shareholders in public market transactions shall no longer be deemed owned by the Shareholders and no longer deemed subject to this Agreement. 4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada, without reference to principles regarding conflicts of laws. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date. SIMON TRANSPORTATION SERVICES INC., a Nevada corporation By:_________________________________ Printed Name:_______________________ Title:______________________________ _____________________________________ ____________________________________ Richard D. Simon, an individual JERRY MOYES, an individual _____________________________________ THE JERRY AND VICKIE MOYES FAMILY Kelle A. Simon, an individual TRUST DATED 12/11/87 _____________________________________ By:_________________________________ Lyn Simon, an individual Name: Jerry Moyes Title: Trustee _____________________________________ By:_________________________________ Sherry L. Simon Bokovoy, an individual Name: Vickie Moyes Title: Trustee _____________________________________ SME STEEL CONTRACTORS, INC., Richard D. Simon, Jr., an individual a Utah corporation By:_________________________________ _____________________________________ Printed Name:_______________________ Alban B. Lang, an individual Title:______________________________ MOYES CHILDREN'S LIMITED PARTNERSHIP By:_________________________________ Name: Ronald Moyes Title: General Partner ____________________________________ Earl H. Scudder, an individual -----END PRIVACY-ENHANCED MESSAGE-----