As filed with the Securities and Exchange Commission on August 6, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ARCBEST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 71-0673405 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
8401 McClure Drive | ||
Fort Smith, Arkansas | 72916 | |
(Address of Principal Executive Office) | (Zip Code) |
ARCBEST CORPORATION OWNERSHIP INCENTIVE PLAN
(Full title of the plan)
Michael R. Johns
Vice President, General Counsel and Corporate Secretary
ArcBest Corporation
8401 McClure Drive
Fort Smith, Arkansas 72916
(Name and address of agent for service)
(479) 785-6000
(Telephone number, including area code, of agent for service)
Copies to:
Alan J. Bogdanow
Vinson & Elkins L.L.P.
2001 Ross Avenue, Suite 3700
Dallas, Texas 75201
(214) 220-7700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer | x | Accelerated filer ¨ |
Non-accelerated filer | ¨ | Smaller Reporting Company ¨ |
Emerging Growth Company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of securities | Amount to be registered (1)(2) | Proposed maximum offering price per share (3) | Proposed maximum aggregate offering price (3) | Amount of registration fee |
Common Stock, par value $0.01 per share | 899,500 shares | $58.60 | $52,710,700 | $5,750.74 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional shares of common stock, par value $0.01 per share (the “Common Stock”), of ArcBest Corporation (the “Registrant”) that may be issued pursuant to stock splits, stock dividends or similar transactions. |
(2) | The Registrant is filing this Registration Statement to register an additional 899,500 shares of Common Stock that may be delivered with respect to the ArcBest Corporation Ownership Incentive Plan, previously known as the ArcBest Corporation 2005 Ownership Incentive Plan, as amended (the “Plan”). |
(3) | Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and Rule 457(h) under the Securities Act. The offering price and registration fee are based on a price of $58.60 per share, which price is the average of the high and low prices of the Common Stock reported on The NASDAQ Global Select Market on July 30, 2021. |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed in accordance with General Instruction E to Form S-8 to register 899,500 additional shares of Common Stock that may be issued pursuant to the Plan and for which previously filed Registration Statements on Form S-8 are effective (the “Prior Registration Statements”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements as filed with the Securities Exchange Commission (the “Commission”) on July 29, 2005 (File No. 333-127055) and June 1, 2011 (File No. 333-174637), and May 6, 2019 (File No. 333-231245) are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 8. | Exhibits. |
The following is a list of all exhibits filed as a part of this Registration Statement, including those incorporated herein by reference.
___________
*filed herewith
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 Kansas City, Missouri, on July 27, 2021.
ARCBEST CORPORATION | ||
By: | /s/ Michael R. Johns | |
Michael R. Johns | ||
Vice President – General Counsel | ||
and Corporate Secretary |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Judy R. McReynolds, David R. Cobb, and Michael R. Johns, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, 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) and supplements to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he or she 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 or her 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 and on the dates indicated.
Name | Title | Date |
/s/ Judy R. McReynolds | Chairman, President and Chief | July 27, 2021 |
Judy R. McReynolds | Executive Officer and Principal Executive Officer | |
/s/ David R. Cobb | Vice President – Chief Financial | July 27, 2021 |
David R. Cobb | Officer and Principal Financial Officer | |
/s/ Traci L. Sowersby | Vice President – Controller and | July 27, 2021 |
Traci L. Sowersby | Principal Accounting Officer | |
/s/ Eduardo F. Conrado | Director | July 27, 2021 |
Eduardo F. Conrado | ||
/s/ Fredrik Eliasson | Director | July 27, 2021 |
Fredrik Eliasson | ||
/s/ Stephen E. Gorman | Director | July 27, 2021 |
Stephen E. Gorman | ||
/s/ Michael P. Hogan | Director | July 27, 2021 |
Michael P. Hogan | ||
/s/ Kathleen D. McElligott | Director | July 27, 2021 |
Kathleen D. McElligott | ||
/s/ Craig E. Philip | Director | July 27, 2021 |
Craig E. Philip | ||
/s/ Steven L. Spinner | Director | July 27, 2021 |
Steven L. Spinner | ||
/s/ Janice E. Stipp | Director | July 27, 2021 |
Janice E. Stipp |