As filed with the Securities and Exchange Commission on June 5, 2003
Registration No. 333-88486
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 its charter)
Nevada 88-0320154
----------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 Birmingham Highway
Chattanooga, Tennessee 37419
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(Address of Principal Executive (Zip Code)
Offices)
Covenant Transport, Inc. Incentive Stock Plan
(Full title of the plan)
David R. Parker
Chairman, President, and Chief Executive Officer
Covenant Transport, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
(Name and address of agent for service)
(423) 821-1212
(Telephone number, including area code, of agent for service)
Copy to:
Mark A. Scudder, Esq.
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223
DEREGISTRATION OF SHARES
On January 20, 1995, the Registrant filed with the Securities and Exchange
Commission a Registration Statement on Form S-8, which was subsequently amended
August 15, 1996 (SEC file No. 33-88686), and subsequently registered additional
shares pursuant to a Registration Statement on Form S-8 filed on May 18, 2000
(SEC file No. 333-37356) (the "Prior Registration Statements"), relating to
shares of the Registrant's Class A common stock ($.01 par value) to be issued
pursuant to the Covenant Transport, Inc. Incentive Stock Plan (the "1994 Plan"),
and the Prior Registration Statements are currently effective. As originally
filed on May 16, 2002, this Registration Statement registered 1,003,034
additional shares of the Common Stock of the Company which had been approved for
issuance under the 1994 Plan.
The Company now has adopted a new plan, the Covenant Transport, Inc. 2003
Incentive Stock Plan (the "2003 Plan") to which shares remaining available for
grant under the 1994 Plan may be transferred for the purpose of new grants. As
of May 31, 2003, a total of 1,418,069 shares of the Company's Common Stock were
subject to outstanding but unexercised option grants, and a total of 536,766
shares were reserved for future stock grants under the 1994 Plan. This
post-effective Amendment is being filed to deregister all shares of the
Company's stock reserved for issuance under the 1994 Plan that are not subject
to outstanding but unexercised option grants.
Accordingly, this post-effective Amendment is being filed to deregister
536,766 shares previously registered for the 1994 Plan. A new Form S-8
Registration Statement will be filed by the Company to register shares issuable
under the 2003 Plan.
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 the Form S-8 Registration Statement No.
333-88486 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chattanooga, State of Tennessee, on this 5th day of
June, 2003.
COVENANT TRANSPORT, INC., a
Nevada corporation
By /s/ Mark A. Scudder, attorney-in-fact
-------------------------------------------
David R. Parker
Chairman of the Board, President, and Chief
Executive Officer; Director (principal
executive officer)
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.
Signature and Title
Date
/s/ Mark A. Scudder, attorney-in-fact June 5, 2003
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David R. Parker
Chairman of the Board, President, and Chief Executive
Officer; Director (principal executive officer)
/s/ Mark A. Scudder, attorney-in-fact June 5, 2003
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Joey B. Hogan
Executive Vice President and Chief Financial Officer
(principal financial and accounting officer)
/s/ Mark A. Scudder, attorney-in-fact June 5, 2003
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Michael W. Miller
Director
/s/ Mark A. Scudder, attorney-in-fact June 5, 2003
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William T. Alt
Director
/s/ Mark A. Scudder, attorney-in-fact June 5, 2003
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Robert E. Bosworth
Director
/s/ Mark A. Scudder, attorney-in-fact June 5, 2003
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Hugh O. Maclellan, Jr.
Director
/s/ Bradley A. Moline June 5, 2003
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Bradley A. Moline
Director
June 5, 2003
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Niel B. Nielson
Director
/s/ Mark A. Scudder June 5, 2003
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Mark A. Scudder
Director