-----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, ELZoW+p/Yynxz1VVfQYREThAdK0FukLEfWRplBdz24uVo2vrs+iOoGPMpzxJb7OP 898OqVJCPpG781JL/6oTIA== 0001008886-96-000033.txt : 19960816 0001008886-96-000033.hdr.sgml : 19960816 ACCESSION NUMBER: 0001008886-96-000033 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960815 EFFECTIVENESS DATE: 19960815 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVENANT TRANSPORT INC CENTRAL INDEX KEY: 0000928658 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 880320154 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-88686 FILM NUMBER: 96616544 BUSINESS ADDRESS: STREET 1: 1320 EAST 23RD ST CITY: CHATTANOOGA STATE: TN ZIP: 37404 BUSINESS PHONE: 6156290393 MAIL ADDRESS: STREET 1: 1320 E 23RD ST STREET 2: P O BOX 22997 CITY: CHATTANOOGA STATE: TN ZIP: 37404 S-8 POS 1 As filed with the Securities and Exchange Commission on August 15, 1996. Registration No. 33-88686 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement Under The Securities Act of 1933 COVENANT TRANSPORT, INC. (Exact name of registrant as specified in charter) NEVADA 4213 88-0320154 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification Number) incorporation or Classification organization) Code Number) COVENANT TRANSPORT, INC. INCENTIVE STOCK PLAN (Full title of the plan) 1320 East 23rd Street Chattanooga, Tennessee 37404 (423) 629-0393 (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) David R. Parker 1320 East 23rd Street Chattanooga, Tennessee 37404 (423) 629-0393 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Mark A. Scudder, Esq. Scudder Law Firm, P.C. 411 South 13th Street, Suite 200 Lincoln, Nebraska 68508 (402) 435-3223 Approximate date of proposed commencement date of sales pursuant to the plan: as soon as practicable after the effective date of the registration statement. 2 CROSS-REFERENCE SHEET PURSUANT TO RULE 501(b) OF REGULATION S-K Form S-8 Item Number Location in Prospectus 1. Forepart of Registration Statement and Outside Front Cover Page of Supplemental Prospectus. . . . . . . . . . . . . . . . . . Outside Front Cover 2. Inside Front and Outside Back Cover Pages of Supplemental Prospectus. . . . . . . . . . Table of Contents; Available Information Concerning Covenant; Incorporation of Information by Reference 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges. . . . . . Not Applicable 4. Use of Proceeds . . . . . . . . . . . . . . . Not Applicable 5. Determination of Purchase Price . . . . . . . Not Applicable 6. Dilution. . . . . . . . . . . . . . . . . . . Not Applicable 7. Selling Security Holders. . . . . . . . . . . Selling Security Holders 8. Plan of Distribution. . . . . . . . . . . . . Plan of Distribution 9. Description of Securities to be Registered. . Not Applicable 10. Interests of Named Experts and Counsel. . . . Not Applicable 11. Material Changes. . . . . . . . . . . . . . . Not Applicable 12. Incorporation of Certain Information by Reference . . . . . . . . . . . . . . . . . . Incorporation of Information by Reference 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities . . . . . . . . . . . . . . . . . Indemnification of Officers and Directors 3 PART I EXPLANATORY NOTE The contents of the Form S-8 Registration Statement filed with respect to the Common Shares of Covenant Transport, Inc. issuable upon the exercise of Covenant Transport, Inc. Incentive Stock Plan (file No. 33-88686) are incorporated herein by reference. The Supplemental Prospectus filed herewith has been prepared in accordance with the requirements of Form S-3 and may be used for reofferings and resales of the Common Shares of Covenant Transport, Inc. acquired by persons named herein pursuant to the Incentive Stock Plan. 4 SUPPLEMENTAL RE-OFFER PROSPECTUS COVENANT TRANSPORT, INC. 670,000 SHARES CLASS A COMMON STOCK Par Value $.01 This Supplemental Prospectus relates to the offer and sale of shares of Class A Common Stock, par value $.01 per share (the "Common Shares"), of Covenant Transport, Inc. ("Covenant" or the "Company") issuable (upon exercise of options or otherwise) pursuant to the Company's Incentive Stock Plan (the "Plan"). The Common Shares are or will be held by a person who may be deemed to be an affiliate of the Company and such shares may be offered from time to time by the selling stockholders, pursuant to the January 20, 1995, Re-offer Prospectus (the "Original Prospectus") or this Supplemental Prospectus, by any or all of the selling stockholders named in the Original Prospectus or herein (the "Selling Stockholders") and in one or more supplements to the Original Prospectus. The Company will receive none of the proceeds of this offering. All expenses incurred in connection with the preparation and filing of this Supplemental Prospectus and the related Form S-8 Registration Statement (herein collectively, together with all amendments and exhibits, referred to as the "Registration Statement") are being borne by the Company. All or a portion of the Common Shares offered hereby may be offered for sale, from time to time, on the Nasdaq National Market, or otherwise, at prices and terms then obtainable. The Selling Stockholders and any broker or dealer executing orders on behalf of the Selling Stockholders may be deemed to be "underwriters" as that term is construed within the meaning of the Securities Act of 1933, as amended (the "1933 Act"), as amended, in which event commissions received by such broker or dealer may be deemed to be underwriting commissions under the 1933 Act. All brokers commissions, concessions or discounts will be paid by the Selling Stockholders. The Common Shares are listed on the Nasdaq National Market. On June 3, 1996, the date of granting the stock options that are the subject of this Supplemental Re-offer Prospectus, the average of the high and low price on the Nasdaq National Market was $15.50 per share. On August 14, 1996, the latest practicable date before filing this prospectus, the average of the high and low price on the Nasdaq National Market was $20.625 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Supplemental Prospectus is August 15, 1996. 5 TABLE OF CONTENTS Page Available Information Concerning Covenant . . . . . . . . . . . . . 6 Selling Security Holders . . . . . . . . . . . . . . . . . . . . . 7 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 7 Incorporation of Information by Reference . . . . . . . . . . . . . 8 Indemnification of Officers And Directors . . . . . . . . . . . . . 9 6 No person has been authorized to give any information or to make any representations, other than those contained in this Supplemental Prospectus, in connection with the offering made hereby, and, if given or made, such information or representations must not be relied upon. Neither the delivery of this Supplemental Prospectus nor any offer, solicitation or sale made hereunder shall, under any circumstances, create an implication that there has been no change in the affairs of the Company since the date hereof or that the information herein is correct as of any time subsequent to its date. This Supplemental Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make any such offer or solicitation. AVAILABLE INFORMATION CONCERNING COVENANT Covenant is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information may be inspected and copies may be obtained (at prescribed rates) at the Commission's Public Reference Section, Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, DC 20549, as well as the regional offices at 7 World Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The Registration Statement, as well as subsequent reports, proxy and information statements, and other information concerning Covenant that is filed electronically with the Commission is available at the web site maintained by the Commission at http://www.sec.gov. In addition, Covenant's Class A Common Stock is listed on the Nasdaq National Market, and certain reports, proxy material and other information may be inspected at such offices at 1735 "K" Street, N.W., Washington, DC 20006-1500. Additional updating information with respect to the securities and the Plan may be provided to participants in the future by means of supplements to the Original Prospectus. This Supplemental Prospectus does not contain all of the information set forth in the Registration Statement of which this Supplemental Prospectus is a part and which the Company has filed with the Commission. For further information with respect to the Company and the securities offered hereby, reference is made to the Registration Statement, including the exhibits filed as a part thereof, copies of which can be inspected at, or obtained at prescribed rates from, the Public Reference Section of the Commission at the address set forth above. Additional updating information with respect to the Company may be provided in the future by means of appendices or supplements to the Original Prospectus. Copies of all information incorporated by reference in the Registration Statement of which this Supplemental Prospectus is a part (other than exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated into the incorporated information) which are not included or delivered with this Supplemental Prospectus will be provided without charge to each person to whom a Supplemental Prospectus is delivered upon written or oral request therefor to Bradley A. Moline, Treasurer and Chief Financial Officer, Covenant Transport, Inc., 1320 E. 23rd Street, Chattanooga, Tennessee 37404, (423) 629-0393. 7 SELLING SECURITY HOLDERS Common Shares may be offered by certain officers and employees of the Company, including those current officers and employees listed below, named in the Original Prospectus, or to be named in one or more supplements to the Original Prospectus, who acquire shares (pursuant to the exercise of options or otherwise) after the date hereof pursuant to the Plan: Name Options Previously Total Options Total Options Granted Granted June 3, 1996 D. Parker 0 133,750 133,750 R. Lovin 24,000 15,000 39,000 M. Miller 24,000 25,000 49,000 R. Pope 10,000 10,000 20,000 B. Moline 12,000 15,000 27,000 The officers and employees listed above have been granted options to purchase the number of Common Shares listed opposite their names. Approximately 48,000 of the options previously granted are exercisable at August 15, 1996, and an additional 37,250 will be become exercisable on November 1, 1996, and November 1, 1999. The options granted June 3, 1996, become exercisable 20% on June 3, 1997, and an additional 20% each year thereafter. David R. Parker, Chairman of the Board, President, and Chief Executive Officer of the Company, owns approximately 41% of the outstanding Common Shares and 100% of the Company's Class B Common Stock. Mr. Parker's combined holdings comprise over 50% of all of the Company's outstanding capital stock and the option granted to Mr. Parker and described above covers a number of shares in excess of one percent of the Company's outstanding Common Shares. No other individual would own as much as one percent of the Company's outstanding Common Shares upon exercise of all options granted. PLAN OF DISTRIBUTION The Selling Stockholders may sell Common Shares in any of the following ways: (i) through dealers; (ii) through agents; or (iii) directly to one or more purchasers. The distribution of the Common Shares may be effected from time to time in one or more transactions on the Nasdaq National Market (or on such other national stock exchanges on which the Common Shares may be traded from time to time) in transactions which may include special offerings, exchange distributions and/or secondary distributions pursuant to and in accordance with the rules of such exchanges, otherwise in the over-the-counter market, or in transactions other than on such markets, or a combination of such transactions. Any such transactions may be effected at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices. The Selling Stockholders may effect such transactions by selling Common Shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or commissions from purchasers of Common Shares for whom they may act as agent. 8 The Selling Stockholders and any broker-dealers or agents that participate in the distribution of Common Shares by them might be deemed to be underwriters, and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions, under the 1933 Act. The Company has informed the Selling Stockholders that the antimanipulative Rules 10b-2, 10b-6 and 10b-7 under the 1934 Act may apply to sales in the market and has furnished the Selling Stockholders with a copy of these rules and has informed the Selling Stockholders of the requirement for delivery of this Prospectus in connection with any sale of Common Shares offered hereby. The Selling Stockholders will bear all expenses with respect to the offering of the Common Shares, except the costs associated with registering shares the Common Shares under the 1933 Act and preparing and printing this Supplemental Prospectus, which costs shall be borne by the Company. Any Common Shares covered by this Prospectus which qualify for sale pursuant to Rule 144 under the 1933 Act may be sold under that Rule rather than pursuant to this Prospectus. INCORPORATION OF INFORMATION BY REFERENCE The following documents previously filed by the Company with the Securities and Exchange Commission pursuant to the 1934 Act, as amended, are hereby incorporated by reference in this Registration Statement: a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; b. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1996, and June 30, 1996; and c. The description of the Company's Class A Common Stock contained under the caption Description of Registrant's Securities to be Registered in the Company's registration statement on Form 8-A filed September 30, 1994, which incorporates by reference the information under the heading Description of Capital Stock in the prospectus dated October 28, 1994, included in the Company's Registration Statement on Form S-1 (No. 33-82978, effective October 28, 1994), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this Supplemental Prospectus or in any other subsequently filed document modifies or supersedes such statement. Such subsequently filed document is hereby incorporated by reference in this Supplemental Prospectus. 9 INDEMNIFICATION OF OFFICERS AND DIRECTORS The Nevada General Corporation Law provides for the indemnification of officers and directors (and others) under certain circumstances against expenses incurred in successfully defending against a claim and authorizes Nevada corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. Article VII of the Company's Articles and Article X of the Company's Bylaws provide that the Company's directors and officers shall be indemnified against liabilities they may incur while serving in such capacities to the fullest extent allowed by the Nevada General Corporation Law. Under these indemnification provisions, the Company is required to indemnify its directors and officers against any reasonable expenses (including attorneys' fees) incurred by them in the defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which they were made a party, or in defense of any claim, issue or matter therein, by reason of the fact that they are or were a director or officer of the Company or while a director or officer of the Company are or were serving at the Company's request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise unless it is ultimately determined by a court of competent jurisdiction that they failed to act in a manner they believed in good faith to be in, or not opposed to, the best interests of the Company, and with respect to any criminal proceeding, had reasonable cause to believe their conduct was lawful. The Company will advance expenses incurred by directors or officers in defending any such action, suit or proceeding upon receipt of written confirmation from such officers or directors that they have met certain standards of conduct and an undertaking by or on behalf of such officers or directors to repay such advances if it is ultimately determined that they are not entitled to indemnification by the Company. The Company may, through indemnification agreements, insurance, or otherwise, provide additional indemnification. The Company has entered into indemnification agreements with each of its directors and executive officers. Article VI of the Company's Articles eliminates, to the fullest extent permitted by law, the liability of directors and officers for monetary or other damages for breach of fiduciary duties to the Company and its stockholders as a director or officer. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. 10 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I, Items 1 and 2, will be delivered to employees in compliance with Form S-8 and Rule 428 under the 1933 Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Covenant Transport, Inc. (the Company ) hereby incorporates by reference in this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the Commission ): a. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; b. The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996, and June 30, 1996; and c. The description of the Company s Class A Common Stock contained under the caption "Description of Registrant's Securities to be Registered" in the Company's registration statement on Form 8-A filed September 30, 1994, which incorporates by reference the information under the heading "Description of Capital Stock" in the prospectus dated October 28, 1994, included in the Company's Registration Statement on Form S-1 (No. 33-82978, effective October 28, 1994), including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. 11 Item 6. Indemnification of Directors and Officers The Nevada General Corporation Law provides for the indemnification of officers and directors (and others) under certain circumstances against expenses incurred in successfully defending against a claim and authorizes Nevada corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. Article VII of the Company's Articles and Article X of the Company's Bylaws provide that the Company's directors and officers shall be indemnified against liabilities they may incur while serving in such capacities to the fullest extent allowed by the Nevada General Corporation Law. Under these indemnification provisions, the Company is required to indemnify its directors and officers against any reasonable expenses (including attorneys' fees) incurred by them in the defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which they were made a party, or in defense of any claim, issue or matter therein, by reason of the fact that they are or were a director or officer of the Company or while a director or officer of the Company are or were serving at the Company's request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise unless it is ultimately determined by a court of competent jurisdiction that they failed to act in a manner they believed in good faith to be in, or not opposed to, the best interests of the Company, and with respect to any criminal proceeding, had reasonable cause to believe their conduct was lawful. The Company will advance expenses incurred by directors or officers in defending any such action, suit or proceeding upon receipt of written confirmation from such officers or directors that they have met certain standards of conduct and an undertaking by or on behalf of such officers or directors to repay such advances if it is ultimately determined that they are not entitled to indemnification by the Company. The Company may, through indemnification agreements, insurance or otherwise, provide additional indemnification. The Company has entered into indemnification agreements with each of its directors and executive officers. Article VI of the Company's Articles eliminates, to the fullest extent permitted by law, the liability of directors and officers for monetary or other damages for breach of fiduciary duties to the Company and its stockholders as a director or officer. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is therefore unenforceable. Item 7. Exemption From Registration Claimed Not applicable. 12 Item 8. Exhibits Exhibit No. Exhibit 4.1 Restated Articles of Incorporation of Covenant Transport, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, File No. 33-82798 (the "Form S-1")). 4.2 Bylaws of Covenant Transport, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-1). 5.1 Opinion of Scudder Law Firm, P.C. as to the validity of the shares of Class A Common Stock, par value $0.01 per share (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-8, File No. 33-88686 (the Form S-8 )). 23.1 Consent of Coopers & Lybrand L.L.P.* 23.2 Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1 hereto). 24 Power of Attorney (incorporated by reference to Exhibit 24 to the Form S-8). 99 Covenant Transport, Inc. Incentive Stock Plan (incorporated by reference to exhibit 99 to the Form S-8). * Filed herewith Item 9. Undertakings a. Rule 415 Offering. 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 1933 Act; (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; (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; 13 Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 15(d) of the 1934 Act that are incorporated by reference in the registration statement. 2. That, for the purpose of determining any liability under the 1933 Act, 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. b. Filing incorporating subsequent 1934 Act documents by reference. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) 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. c. Request for acceleration of effective date or filing of registration statement on Form S-8. Insofar as indemnification for liabilities arises under the 1933 Act 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 Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. 14 SIGNATURES The Registrant. 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Chattanooga, State of Tennessee on August 15, 1996. COVENANT TRANSPORT, INC. By: /s/ David R. Parker David R. Parker, Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statements has been signed by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ David R. Parker David R. Parker Chairman of the Board, August 15, 1996 President, Chief Executive Officer, Sole Director (principal executive officer) /s/ Bradley A. Moline Bradley A. Moline Treasurer and Chief Financial August 15, 1996 Officer (principal financial and accounting officer) /s/ Bradley A. Moline * R. H. Lovin, Jr. Director August 15, 1996 /s/ Bradley A. Moline * William T. Alt Director August 15, 1996 /s/ Bradley A. Moline * Hugh O. Maclellan, Jr. Director August 15, 1996 /s/ Bradley A. Moline * Mark A. Scudder Director August 15, 1996 *By: /s/ Bradley A. Moline August 15, 1996 Bradley A. Moline Attorney-in-Fact 15 EXHIBIT INDEX Exhibit No. Exhibit 4.1 Restated Articles of Incorporation of Covenant Transport, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1, File No. 33-82798 (the "Form S-1")). 4.2 Bylaws of Covenant Transport, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-1). 5.1 Opinion of Scudder Law Firm, P.C. as to the validity of the shares of Class A Common Stock, par value $0.01 per share (incorporated by reference to Exhibit 5.1 to the Registration Statement on Form S-8, File No. 33-88686 (the "Form S-8")). 23.1 Consent of Coopers & Lybrand L.L.P.* 23.2 Consent of Scudder Law Firm, P.C. (contained in Exhibit 5.1 hereto). 24 Power of Attorney (incorporated by reference to Exhibit 24 to the Form S-8). 99 Covenant Transport, Inc. Incentive Stock Plan (incorporated by reference to exhibit 99 to the Form S-8). * Filed herewith EX-23.1 2 16 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this registration statement of Covenant Transport, Inc. on Form S-8 of our reports dated February 1, 1996, on our audits of the consolidated financial statements and the financial statement schedule of Covenant Transport, Inc. as of December 31, 1995 and 1994 and for the years ended December 31, 1995, 1994 and 1993. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Knoxville, Tennessee August 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----