AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 9, 2002
REGISTRATION STATEMENT NO. 33-40028
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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J. B. HUNT TRANSPORT SERVICES, INC.
(Exact name of registrant as specified in its charter)
ARKANSAS 71-0335111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
HIGHWAY 71 NORTH
LOWELL, ARKANSAS 72745
(Address of Principal Executive Offices)
J. B. HUNT TRANSPORT SERVICES, INC.
AMENDED AND RESTATED MANAGEMENT INCENTIVE PLAN
(Full Title of Plan)
KIRK THOMPSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
J. B. HUNT TRANSPORT SERVICES, INC.
615 J.B. HUNT CORPORATE DRIVE
LOWELL, ARKANSAS 72745
(Name and address of agent for service)
(501) 820-0000
(Telephone number, including area code, of agent for service)
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J.B. Hunt Transport Services, Inc. is amending this Registration
Statement to file its revised Management Incentive Plan ("Plan"). The revised
Plan is attached as Exhibit 4.3
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
J. B. Hunt Transport Services, Inc. ("Registrant" or "Company") hereby
incorporates the following documents by reference into this Registration
Statement and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001, filed on March 8, 2002;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) The description of the Company's common stock, $.01 par value,
contained in the Company's Form 8-A dated March 27, 1984, including any
amendment or report filed for the purpose of updating such description.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part hereof.
All reports and other documents filed by the Company subsequent to the
date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Incorporated by reference from the Company's Form 8-A dated March 27,
1984, including any amendment or report filed for the purpose of updating such
description.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Paragraph 10 of the Company's Articles of Incorporation provides that,
under specified circumstances, the Company shall indemnify its directors,
officers, employees, or agents against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit, or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees, or agents if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, i.e., one by or in the right
of the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Paragraph 11 of the Company's Articles of Incorporation provides that
the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Arkansas Code Annotated Section 4-27-833, which makes directors liable for
unlawful dividends or unlawful stock repurchases or redemptions, (d) for
transactions from which directors derive improper personal benefit, or (e) for
liability to any third party other than the Company or its stockholders based
upon an act, omission, transaction, or breach of duty.
The Company's directors and officers are also covered by insurance
policies indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Exhibit
4.1 Amended and Restated Articles of Incorporation of J.
B. Hunt Transport Services, Inc. (Incorporated by
reference from Exhibit 4A to the Company's
Registration Statement on Form S-8 (File No.
33-40028) filed April 16, 1991).
4.2 Amended and Restated Bylaws of the Company
(Incorporated by reference from Exhibit 3C to the
Company's Registration Statement on Form S-1 (File
No. 2-95714) filed February 7, 1985).
4.3 J. B. Hunt Transport Services, Inc. Amended and
Restated Management Incentive Plan.
4.3.1 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Restricted Stock Agreement
4.3.2 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Stock Option Agreement
4.3.3 Form of Stock Option Exercise Form
4.3.4 Form of Amendment to Stock Option Agreement
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5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of KPMG LLP
23.2 Consent of Wright, Lindsey & Jennings LLP (included
as part of Exhibit 5.1.)
24.1 Powers of Attorney (included as part of signature
page)
ITEM 9. UNDERTAKINGS
(a) 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 Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b), if in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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
section13 or section15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's annual report pursuant to
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section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 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 Act
and will be governed by the final adjudication of such issue.
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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 Amendment
No. 3 to its registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lowell, State of
Arkansas, on May 9, 2002.
Signature Title Date
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* Director May 9, 2002
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John A. Cooper, Jr.
* Chairman of the Board May 9, 2002
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Wayne Garrison
* Director May 9, 2002
---------------------------------------
Gene George
* Director May 9, 2002
---------------------------------------
Thomas L. Hardeman
* Vice Chairman of the Board May 9, 2002
---------------------------------------
J. Bryan Hunt, Jr.
* Director May 9, 2002
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Leland Tollett
* Senior Chairman of the Board May 9, 2002
---------------------------------------
J.B. Hunt
/s/ Kirk Thompson President and Chief Executive Officer; May 9, 2002
--------------------------------------- Director
Kirk Thompson
* Executive Vice President, Finance and May 9, 2002
--------------------------------------- Administration, Chief Financial Officer
Jerry W. Walton
* May 9, 2002
--------------------------------------- Secretary of the Board
Johnelle Hunt
/s/ Don Cope Senior Vice President, Controller, May 9, 2002
--------------------------------------- Chief Accounting Officer (Principal
Don Cope Financial and Accounting Officer)
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* Pursuant to the Powers of Attorney executed on behalf of the above-named
officers and directors and filed with the Securities and Exchange Commission,
the undersigned, by signing his name thereto, does sign and execute this post
effective Amendment No. 3 to the Registration Statement as of this 9th day of
May, 2002.
J. B. HUNT TRANSPORT SERVICES, INC.
By /s/ Kirk Thompson
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Kirk Thompson
President and Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit No. Exhibit
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4.1 Amended and Restated Articles of Incorporation of J.
B. Hunt Transport Services, Inc. (Incorporated by
reference from Exhibit 4A to the Company's
Registration Statement on Form S-8 (File No.
33-40028) filed April 16, 1991)
4.2 Amended and Restated Bylaws of the Company
(Incorporated by reference from Exhibit 3C to the
Company's Registration Statement on Form S-1 (File
No. 2-95714) filed February 7, 1985)
4.3 J.B. Hunt Transport Services, Inc. Amended and
Restated Management Incentive Plan
4.3.1 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Restricted Stock Agreement
4.3.2 Form of J.B. Hunt Transport Services, Inc. Management
Incentive Plan Stock Option Agreement
4.3.3 Form of Stock Option Exercise Form
4.3.4 Form of Amendment to Stock Option Agreement
5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of KPMG LLP
23.2 Consent of Wright, Lindsey & Jennings LLP (included
as part of Exhibit 5.1.)
24.1 Powers of Attorney (included as part of signature
page)
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