-----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, NLn9nE/UoiSMMQZwFCLvHxp9qYAsoYBaFVR8q5SN7BzJpumUmYNc9s9r2T3Y19bw EEH3El/j0ebCq66YmABGow== 0000950153-07-000121.txt : 20070125 0000950153-07-000121.hdr.sgml : 20070125 20070124183322 ACCESSION NUMBER: 0000950153-07-000121 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070125 DATE AS OF CHANGE: 20070124 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: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32952 FILM NUMBER: 07550816 BUSINESS ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 BUSINESS PHONE: 6022699700 MAIL ADDRESS: STREET 1: 2200 SOUTH 75TH AVENUE CITY: PHOENIX STATE: AZ ZIP: 85043 8-A12B/A 1 p73378e8va12bza.htm 8-A12B/A e8va12bza
 

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SWIFT TRANSPORTATION CO., INC.
(Exact name of registrant as specified in its charter)
     
Nevada   86-0666860
     
(State of incorporation or organization)   (IRS Employer
    Identification
    No.)
     
2200 South 75th Avenue, Phoenix, AZ   85043
     
(Address of principal executive offices)   (Zip Code)
         
 
  If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.þ   If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.o
Securities Act registration statement file number to which this form relates:
     
     
(if applicable)
    
Securities to be registered pursuant to Section 12(b) of the Act:
Securities to be registered pursuant to Section 12(g) of the Act:
     
Title of each class   Name of each exchange on which
to be so registered   each class is to be registered
     
     
Stock Purchase Rights   Nasdaq Stock Market
 
 

 

 

     This Amendment to Form 8-A amends the Form 8-A (the “Form 8-A”) filed with the Securities Exchange Commission (the “Commission”) on July 19, 2006 by Swift Transportation Co., Inc., (the “Company”) and is being filed to disclose an amendment to the Stockholder Protection Rights Agreement, dated as of July 18, 2006, by and between the Company and Mellon Investor Services LLC, as Rights Agent (as amended, the “Rights Agreement” and such amendment, the “Rights Agreement Amendment”). The Rights Agreement Amendment provides that, among other things, neither the execution of the Agreement and Plan of Merger (the “Merger Agreement”) dated January 19, 2007 among the Company, Saint Acquisition Corporation, a Nevada corporation (“MergerCo”), and Saint Corporation, a Nevada corporation (“Parent”), pursuant to which MergerCo will be merged with and into the Company (the “Merger”), nor the consummation of the Merger or the other transactions contemplated by the Merger Agreement will trigger the separation or exercise of the stockholder rights or any adverse event under the Rights Agreement. In particular, none of MergerCo, Parent, or any of their respective affiliates or associates will be deemed to be an Acquiring Person (as defined in the Rights Agreement) solely by virtue of the approval, execution, delivery, adoption or performance of the Merger Agreement or the consummation of the Merger or any other transactions contemplated by the Merger Agreement. The Rights Agreement was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 22, 2007.
Item 1. Description of Registrant’s Securities to be Registered
     The description of the right to purchase that number of shares of common stock, par value $0.001, of the Company (the “Common Stock”) having an aggregate Market Price (as defined in the Rights Agreement) associated with each share of Common Stock of the Company is contained in the Registration Statement on Form 8-A of the Company (File No. 001-32952) filed with the Commission on July 19, 2006. The description, which can be found under “Description of Registrant’s Securities to be Registered” is incorporated into this Item 1 by reference.
Item 2. Exhibits.
     The exhibits to this registration statement are listed in the Exhibit Index, which appears after the signature page and is incorporated herein by reference.

 

 

SIGNATURE
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
             
    SWIFT TRANSPORTATION CO., INC.    
 
            
 
  By    /s/ Glynis Bryan    
 
     
 
Name: Glynis Bryan 		   
 
      Title: Chief Financial Officer    
Date: January 24, 2007

 

 

EXHIBIT INDEX
     
Exhibit No.   Description
 
    
(1)
  Stockholder Protection Rights Agreement, dated as of July 18, 2006 (the “Rights Agreement”), between Swift Transportation Co., Inc. and Mellon Investors Service LLC, as Rights Agent (incorporated by reference to Exhibit (1) to the Swift Transportation Co., Inc. Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 19, 2006 (File No. 001-32952)).
 
    
(2)
  Forms of Rights Certificate and of Election to Exercise, included in Exhibit A to the Rights Agreement (incorporated by reference to Exhibit (2) to the Swift Transportation Co., Inc. Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 19, 2006 (File No. 001-32952)).
 
    
(3)
  Form of Certificate of Designation and Terms of Participating Preferred Stock, included in Exhibit B to the Rights Agreement (incorporated by reference to Exhibit (3) to the Swift Transportation Co., Inc. Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 19, 2006 (File No. 001-32952)).
 
    
(4)
  Amendment, dated as of January 18, 2007, to Rights Agreement between the Company and Mellon Investor Services, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on January 22, 2007 (File No. 001-32952)).

 

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