-----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, TWtraEgFKaNmFtm8dHN3lt2W3r0VmsZg7SqWjvHLQxIl58TMQw1D2/R/5y0s+psL FlC+yZgOtrlbyD/yQdCwqw== 0000950147-97-000457.txt : 19970711 0000950147-97-000457.hdr.sgml : 19970711 ACCESSION NUMBER: 0000950147-97-000457 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970710 EFFECTIVENESS DATE: 19970710 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SWIFT TRANSPORTATION CO INC CENTRAL INDEX KEY: 0000863557 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 860666860 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31067 FILM NUMBER: 97639155 BUSINESS ADDRESS: STREET 1: 1455 HUDA WAY CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 10, 1997 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 charter) Nevada 86-066680 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1455 Hulda Way, Sparks, Nevada 89431 (Address of Principal Executive Office) (Zip Code) ------------------------------------ SWIFT TRANSPORTATION CO., INC. STOCK OPTION PLAN (Full title of plan) ------------------------------------ Jerry C. Moyes Copy To: President Steven D. Pidgeon SWIFT TRANSPORTATION CO., INC. Snell & Wilmer L.L.P 2200 South 75th Avenue One Arizona Center Phoenix, Arizona 85043 Phoenix, Arizona 85004-0001 (Name and address of agent for service) (602) 269-9700 (Telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share* Price* Fee - ----------------------------------------------------------------------------------------------------- Common Stock, 250,000 $28.6875 $7,171,875 $2,173 $.001 par value shares
* Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee using the average of the high and low price of the Registrant's Common Stock reported on the Nasdaq National Market on July 9, 1997. This Registration Statement also relates to the Form S-8 Registration Statement No. 33-85942, 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 2,300,000 (adjusted for two for one stock split) shares of common stock for issuance under the Swift Transportation Co., Inc. Stock Option Plan. 2 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 July 10, 1997. SWIFT TRANSPORTATION CO., INC. 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 below by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- By: /s/ Jerry C. Moyes Chairman of the Board, July 10, 1997 --------------------------------------- President and Chief Jerry C. Moyes Executive Officer (Principal Executive Officer) By: /s/ William F. Riley III Executive Vice President, July 10, 1997 --------------------------------------- Secretary, Chief Financial William F. Riley III Officer (Principal Accounting and Financial Officer) and Director By: /s/ Rodney K. Sartor Executive Vice President, July 10, 1997 --------------------------------------- Director Rodney K. Sartor By: /s/ Alphonse E. Frei Director July 10, 1997 --------------------------------------- Alphonse E. Frei By: /s/ Lou A. Edwards Director July 10, 1997 --------------------------------------- Lou A. Edwards By: /s/ Earl H. Scudder, Jr. Director July 7, 1997 --------------------------------------- Earl H. Scudder, Jr.
3 INDEX TO EXHIBITS Exhibit No. Description Page or - ----------- ----------- Method of Filing ---------------- 5.1 Opinion of Snell & Wilmer Filed herewith 23.1 Consent of KPMG Peat Marwick LLP Filed herewith 23.2 Consent of Snell & Wilmer Included in Exhibit 5 4 EX-5.1 2 OPINION OF SNELL & WILMER July 10, 1997 Swift Transportation Co., Inc. 2200 South 75th Avenue Phoenix, AZ 85043 Re: Swift Transportation Co., Inc. Stock Option Plan Gentlemen: We have acted as your counsel in connection with a Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, relating to the registration of 250,000 shares of Common Stock, par value $0.001 (the "Shares"), issuable pursuant to the Swift Transportation Co., Inc. Stock Option Plan (the "Plan"). In that connection, we have examined such documents, corporate records, and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Articles of Incorporation and Bylaws of the Company. Based upon the foregoing, it is our opinion that the Shares, when issued in accordance with the terms of the Plan, will be validly issued, fully paid, and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. Very truly yours, /s/ Snell & Wilmer LLP EX-23.1 3 CONSENTS OF KPMG PEAT MARWICK LLP INDEPENDENT AUDITORS'S CONSENT The Board of Directors Swift Transportation Co., Inc.: We consent to the use of our report dated February 14, 1997 incorporated herein by reference, relating to the consolidated balance sheets of Swift Transportation Co., Inc. and subsidiaries as of December 31, 1996, and 1995, and the related consolidated statements of earnings, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996, annual report on Form 10-K of Swift Transportation Co., Inc. KPMG PEAT MARWICK LLP Phoenix, Arizona July 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----