form-s8_08292007.htm
As
filed
with the Securities and Exchange Commission on August 29, 2007
Registration
No. 333--_______
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM
S-8
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
_____________________
P.A.M.
Transportation Services, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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71-0633135
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|
(State
or other jurisdiction of
Incorporation
or organization)
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|
(I.R.S.
Employer Identification No.)
|
297
West Henri De Tonti Boulevard, Tontitown, Arkansas 72770
(Address
of Principal Executive Offices) (Zip Code)
P.A.M.
Transportation Services, Inc.
2006
Stock Option Plan
(Full
title of the plan)
Robert
W. Weaver
President
and Chief Executive Officer
297
West Henri De Tonti Boulevard
Tontitown,
Arkansas 72770
(Name
and
address of agent for service)
(479)
361-9111
(Telephone
number, including area code, of agent for service)
Copies
of Communications to:
Jerome
M. Schwartz
Dickinson
Wright PLLC
500
Woodward Avenue, Suite 4000
Detroit,
Michigan 48226
CALCULATION
OF REGISTRATION FEE
|
Title
of securities
to
be registered
|
Amount
to be
registered
(1)
|
Proposed
maximum
offering
price per
share(2)
|
Proposed
maximum
aggregate
offering
price (2)
|
Amount
of
registration
fee(2)
|
|
Common
Stock
|
750,000
Shares
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$18.10
|
$13,575,000
|
$417
|
(1) In
addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of additional shares
that may be offered or issued to adjust for an increase in the number of issued
shares by reason of any stock dividend, stock split, recapitalization or other
general distribution of common stock or other securities to holders of common
stock.
(2) Estimated
pursuant to rule 457(h) and
(c) solely for purposes of calculating the registration fee, based upon the
average of the high and low prices of the common stock on August 23, 2007,
as
reported on the Nasdaq Global Market.
Part
I
Information
Required in Section 10(a) Prospectus
Item
1. Plan
Information.
Not
filed as part of this registration
statement pursuant to the Note to Part I of Form S-8 and Rule 428 under the
Securities Act of 1933 (the "Securities Act").
Item
2. Registrant
Information and Employee Plan Annual Information.
Not
filed as part of this registration
statement pursuant to Note to Part I of Form S-8 and Rule 428 under the
Securities Act.
Part
II
Information
Required in the Registration Statement
Item
3. Incorporation
of Documents by Reference.
P.A.M.
Transportation Services, Inc.
("PTSI," "we" or "our") incorporates by reference in this registration statement
the following documents previously filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"):
1. Our
annual report on Form 10-K for the year ended December 31, 2006.
2. All
of our other reports that we have filed pursuant to Section 13(a) or 15(d)
of
the Exchange Act since the end of the fiscal year covered by the annual report
referred to in (1) above.
3. The
description of our common stock included in our registration statement on Form
8-A filed with the Commission on October 7, 1986, including any amendments
or
reports filed for the purpose of updating the description.
All
documents that we subsequently file
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates
that all securities offered by this registration statement have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated in this registration statement by reference and to be a part of
this registration statement from the date of filing of such
documents.
Any
statements contained in this
registration statement or in a document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to
be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in this registration statement or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference in this registration statement modifies or supersedes such earlier
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item
4. Description
of Securities.
Not
Applicable.
Item
5. Interests
of Named Experts and Counsel.
As
of August 28, 2007, members of
Dickinson Wright PLLC who perform services for us owned approximately 10,500
shares of our common stock.
Item
6. Indemnification
of Directors and Officers.
Under
Section 145 of the Delaware
General Corporation Law (the "Delaware Law"), a corporation may indemnify its
directors, officers, employees and agents and its former directors, officers,
employees and agents and those who serve, at the corporation's request, in
such
capacities with another enterprise, against expenses (including attorneys'
fees), as well as judgments, fines and settlements in nonderivative lawsuits,
actually and reasonably incurred in connection with the defense of any action,
suit or proceeding in which they or any of them were or are made parties or
are
threatened to be made parties by reason of their serving or having served in
such capacity. The Delaware Law provides, however, that such person must have
acted in good faith and in a manner such person reasonably believed to be in
(or
not opposed to) the best interest of the corporation and, in the case of a
criminal action, such person must have had no reasonable cause to believe his
or
her conduct was unlawful. In addition, the Delaware Law does not permit
indemnification in an action or suit by or in the right of the corporation,
where such person has been adjudged liable to the corporation, unless, and
only
to the extent that, a court determines that such person fairly and reasonably
is
entitled to indemnity for costs the court deems proper in light of liability
adjudication. Indemnity is mandatory to the extent a claim, issue or matter
has
been successfully defended.
Our
Bylaws provide for indemnification
of our directors and officers to the full extent permitted by the Delaware
Law.
In addition, our Certificate of Incorporation eliminates the monetary liability
of directors to the fullest extent permitted by the Delaware Law. We
have purchased directors' and officers' liability insurance covering certain
liabilities that may be incurred by our directors and officers in connection
with the performance of their duties.
Insofar
as indemnification for
liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons pursuant to the provisions discussed above
or
otherwise, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and
is, therefore, unenforceable.
Item
7. Exemption
from Registration Claimed.
Not
Applicable
Item
8. Exhibits.
The
following exhibits are filed with
this registration statement:
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Exhibit
Number
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Exhibit
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4
|
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Article
4 of our Amended and Restated Certificate of Incorporation is
incorporated
by reference to exhibit 3.1 of our Form 10-Q for the quarter
ended March
31, 2002
|
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5
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Opinion
of Counsel, Dickinson Wright PLLC
|
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23(a)
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Consent
of Grant Thornton LLP
|
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23(b)
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Consent
of Deloitte & Touche LLP
|
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23(c)
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|
Consent
of Dickinson Wright PLLC is included in exhibit 5
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24
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Power
of Attorney is included on the signature pages of the registration
statement
|
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, provided that 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
reports filed with or furnished to the Commission by the registrant pursuant
to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2)
That,
for purposes 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 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.
(c)
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 of 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.
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
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tontitown, State of Arkansas, on August 28,
2007.
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P.A.M.
Transportation Services, Inc.
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By:
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/s/
Robert W. Weaver
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Robert
W. Weaver
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President
and Chief Executive Officer
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And:
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/s/
Larry J. Goddard
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Larry
J. Goddard
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Vice
President of Finance, Chief Financial
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Officer,
Secretary and Treasurer
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Each
person whose signature appears
below constitutes and appoints Robert W. Weaver and Larry J. Goddard, and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, severally, for him or her, and in his or
her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits to this registration statement and other
documents in connection with this registration statement, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and
thing requisite and necessary to be done in and about the premises, as fully
to
all intents and purposes as he might or could do in person, hereby ratifying
and
confirming all that said attorneys-in-fact and agents, or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities indicated on August 28, 2007.
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/s/
Frederick P.
Calderone
Frederick
P. Calderone, Director
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/s/
Matthew T. Moroun
Matthew
T. Moroun, Director
|
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/s/
Frank L.
Conner
Frank
L. Conner, Director
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/s/
Daniel C. Sullivan
Daniel
C. Sullivan, Director
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/s/
W. Scott Davis
W.
Scott Davis, Director
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/s/
Robert W. Weaver
Robert
W. Weaver,
President,
Chief
Executive Officer and Director
|
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/s/
Christopher L. Ellis
Christopher
L. Ellis, Director
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/s/
Charles F. Wilkins
Charles
F. Wilkins, Director
|
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/s/
Manuel J. Moroun
Manuel
J. Moroun, Director
|
/s/
Larry J. Goddard
Larry
J. Goddard,
Vice
President of Finance,
Chief Financial Officer,
Secretary
and Treasurer
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Exhibit
Index
The
following exhibits are filed with
this registration statement:
| |
Exhibit
Number
|
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Exhibit
|
| |
|
|
|
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4
|
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Article
4 of our Amended and Restated Certificate of Incorporation is incorporated
by reference to exhibit 3.1 of our Form 10-Q for the quarter ended
March
31, 2002
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5
|
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Opinion
of Counsel, Dickinson Wright PLLC
|
| |
23(a)
|
|
Consent
of Grant Thornton LLP
|
| |
23(b)
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Consent
of Deloitte & Touche LLP
|
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23(c)
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Consent
of Dickinson Wright PLLC is included in exhibit 5
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24
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Power
of Attorney is included on the signature pages of the registration
statement
|