S-8 1 e-6013.txt SWIFT TRANSPORTATION 1999 STOCK OPTION PLAN As filed with the Securities and Exchange Commission on January 11, 2001 Registration No. 333-_______ ================================================================================ Securities and Exchange Commission Washington, D.c. 20549 ---------- Form S-8 Registration Statement Under the Securities Act of 1933 ---------- Swift Transportation Co., Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 86-0666860 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 2200 South 75th Avenue, Phoenix, Arizona 85043 (Address of Principal Executive Office) (Zip Code) ---------- Swift Transportation Co., Inc. 1999 Stock Option Plan (Full Title of the Plan) ---------- Jerry C. Moyes, President Swift Transportation Co., Inc. 2200 South 75Th Avenue Phoenix, Arizona 85043 (Name and Address of Agent for Service) (623) 269-9700 (Telephone Number, Including Area Code, of Agent for Service) Calculation of Registration Fee
============================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Aggregate Offering Registration to be Registered Registered(1) Price Per Share(2) Price(2) Fee --------------------------------------------------------------------------------------------- Common Stock, 1,500,000 $22.063 $33,094,500 $8,273.63 $0.001 par value =============================================================================================
(1) In the event of a stock split, stock dividend, or similar transaction involving the Registrant's Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933. (2) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, on the basis of the average of the high and low prices of the Registrant's Common Stock on January 5, 2001. ================================================================================ This Registration Statement also relates to the Form S-8 Registration Statement No. 333-81403, the contents of which are incorporated herein by reference pursuant to General Instruction E to Form S-8. Under such Registration Statement the Registrant registered 750,000 shares of common stock for issuance under the Swift Transportation Co., Inc. 1999 Stock Option Plan. This Registration Statement reflects the amendment to the 1999 Stock Option Plan increasing the number of shares authorized to be issued thereunder from 750,000 shares to 2,250,00 shares. 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 Phoenix, state of Arizona, on this 11th day of January, 2001. SWIFT TRANSPORTATION CO., INC., a Nevada corporation By: /s/ Jerry C. Moyes ------------------------------------ Jerry C. Moyes Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. Name and Signature Title Date ------------------ ----- ---- /s/ Jerry C. Moyes Chairman of the Board, January 11, 2001 -------------------------- President and Chief Jerry C. Moyes Executive Officer (Principal Executive Officer) /s/ William F. Riley, III Senior Executive Vice January 11, 2001 ------------------------- President, Secretary, Chief William F. Riley, III Financial Officer and Director (Principal Accounting and Financial Officer) /s/ Rodney K. Sartor Executive Vice President January 11, 2001 -------------------------- and Director Rodney K. Sartor /s/ Alphonse E. Frei Director January 11, 2001 -------------------------- Alphonse E. Frei /s/ Lou A. Edwards Director January 11, 2001 -------------------------- Lou A. Edwards /s/ Earl H. Scudder, Jr. Director January 11, 2001 -------------------------- Earl H. Scudder, Jr. 2 EXHIBIT INDEX Exhibit Number Description Page or Method of Filing ------- ----------- ------------------------ 4.3 Swift Transportation Co., Inc. 1999 Filed herewith Stock Option Plan, as amended 5 Opinion of Snell & Wilmer L.L.P. Filed herewith 23.1 Consent of KPMG LLP Filed herewith 23.2 Consent of Snell & Wilmer L.L.P. Included as part of Exhibit 5 3 `