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As filed with the Securities and Exchange Commission on June 11, 1999
Registration No. 333-
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.
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(Exact name of issuer as specified in its charter)
Delaware 71-0633135
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(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
Highway 412 West, Tontitown, Arkansas 72770
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(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
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(Full Title of the Plan)
ROBERT W. WEAVER
President and Chief Executive Officer
Highway 412 West
Tontitown, Arkansas 72770
(501) 361-9111
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(Name, address, telephone number, including
area code, of agent for service)
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Copies Requested to:
Terry Ferraro Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E.
Suite 3100
Atlanta, Georgia 30309-3592
(404) 815-3731
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share(1) Price(1) Registration Fee
Shares of $.01 par
value Common Stock 400,000 $9.16 $3,662,500 $1,018.18
Shares ------ ----------- ---------
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low reported
prices of the Common Stock on the Nasdaq National Market on May ___, 1999.
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This Registration Statement covers 400,000 additional shares of the
Common Stock of P.A.M. Transportation Services, Inc. (the "Company"), $.01 value
per share, issuable pursuant to the Company's 1995 Stock Option Plan (the "1995
Stock Option Plan"), for which a previously filed Registration Statement on Form
S-8 is effective. The contents of the Company's earlier Registration Statement
on Form S-8, File No. 333-10813, as filed with the Securities and Exchange
Commission on August 26, 1996, is incorporated by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities and Exchange
Act of 1934, as amended, 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 in this Registration Statement and to be part hereof from the date of
filing such documents:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, as filed with the Securities and Exchange Commission; and
(c) the Company's Registration Statement on Form 8-A, as filed with the
Securities and Exchange Commission on October 7, 1986, to register the Company'
Common Stock, $.01 par value per share, under Section 12(g) of the Securities
and Exchange Act of 1934, as amended, which Registration Statement contains a
description of the Common Stock.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
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Item 6. Indemnification of Officers and Directors.
No response to this item is required.
Item 7. Exemption From Registration Claimed.
No response to this Item is required.
Item 8. Exhibits.
The following exhibits are filed with this report.
Exhibit
Number Description of Exhibit
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4.1 Registrant's 1995 Stock Option Plan, as Amended and Restated.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Smith, Gambrell & Russell, LLP (contained in their opinion filed as Exhibit 5.1).
Item 9. Undertakings.
No response to this Item is required.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Scottsdale, State of Arizona, on this 20th day of May,
1999.
P.A.M. TRANSPORTATION SERVICES, INC.
By: /s/ Robert W. Weaver
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Robert W. Weaver
President and Chief Executive Officer
By: /s/ Larry J. Goddard
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Larry J. Goddard
Vice President of Finance and Chief
Financial Officer, Secretary and Treasurer
(principal financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Robert W. Weaver President, Chief May 20, 1999
-------------------- Executive Officer
Robert W. Weaver and Director
/s/ Daniel C. Sullivan Director May 20, 1999
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Daniel C. Sullivan
/s/ Matthew T. Moroun Director May 20, 1999
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Matthew T. Moroun
/s/ Charles F. Wilkins Director May 20, 1999
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Charles F. Wilkins
/s/ Frederick P. Calderone Director May 20, 1999
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Frederick P. Calderone
/s/ Joseph J. Casaroll Director May 20, 1999
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Joseph J. Casaroll
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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4.1 Registrant's 1995 Stock Option Plan, as Amended and Restated.
5.1 Opinion of Smith, Gambrell & Russell, LLP.
23.1 Consent of Arthur Andersen LLP.