As filed with the Securities and Exchange Commission on May 14, 2015

Registration No.  333- ________

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

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KNIGHT TRANSPORTATION, INC.

(Exact name of Registrant as specified in its charter)

AMENDED AND RESTATED 2015 OMNIBUS INCENTIVE PLAN

(Full title of the plan)

 

With copy to:

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

 

(1)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and also covers any additional shares of Common Stock that become issuable under the anti-dilution provisions of the plan, including by reason of any stock dividend, stock split, recapitalization or similar transaction.

 

(2)	Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, on the basis of the average of the high and low prices of the Company's Common Stock on the New York Stock Exchange on May 12, 2015.

 

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PART II – INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents By Reference.

 

The following documents have been previously filed by Knight Transportation, Inc. (the “Company”) with the Securities and Exchange Commission and are hereby incorporated by reference into this registration statement as of their respective dates:

 

(a)	The Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on March 2, 2015.

 

(b)	All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

(c)	See the description of our Common Stock contained in our Registration on Form S-3, File No. 33-72130, filed with the Securities and Exchange Commission October 24, 2001.

 

All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 part hereof from the date of the filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document, which is also deemed to be incorporated by reference herein, modifies or supersedes such statement.

 

Item 6.

Indemnification of Directors and Officers.

Set forth below is a description of certain provisions of the 2013 Amended and Restated Bylaws of the Company.  This description is intended only as a summary and is qualified in its entirety by reference to the 2013 Amended and Restated Bylaws and applicable law.

Arizona Revised Statutes Section 10-851 provides that a corporation may indemnify a director against liability in a proceeding if he or she acted in good faith and in the case of conduct in an official capacity, he or she reasonably believed that the conduct was in the best interests of the corporation and, in all other cases, he or she reasonably believed that the conduct was at least not opposed to its best interest and in the case of any criminal proceedings, he or she had no reasonable cause to believe the conduct was unlawful.  Arizona law prohibits a corporation from indemnifying a director either (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or (2) in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that a personal benefit was improperly received by the director.

 

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The Company’s Second Amended and Restated Articles of Incorporation provide that incorporators and existing and former directors shall be indemnified and held harmless to the fullest extent not prohibited by law, as it now exists or may hereafter be amended

The Company’s Second Amended and Restated Articles of Incorporation also provide that directors shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a directors, except as other provided by law, for:  (i) any breach of a director’s duty of loyalty to the Company or its shareholders; (ii) actions or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) authorizing the unlawful payment of a dividend or other distribution of the Company’s common capital stock or the unlawful purchase of its capital stock; (iv) any transaction from which the director received an improper personal benefit; or (v) any violation of Section 10-041 of the Arizona Revised Statutes.  The indemnification rights provided in the Second Amended and Restated Articles of Incorporation are not exclusive.

Under Section 7.1 of the Company’s 2013 Amended and Restated Bylaws, the Company shall indemnify and save harmless all of its existing and former directors from and against all expenses incurred by them, including, but not limited to, legal fees, judgments, penalties and amounts paid in settlement or compromise, to the fullest extent permitted by law, as it now exists or may hereafter be amended.  Indemnification under Section 7.1 is not available if it is established that:  (i) the act or omission of the indemnified party was committed in bad faith; (ii) the indemnified party did not believe such act or omission to be in, or not opposed to, the best interests of the Company; (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful; or (iv) the indemnified party is adjudged to be liable to the Company unless a court of competent jurisdiction determines that such person is entitled to indemnity.  Under Section 7.2, the Board of Directors determines whether indemnification is available under Section 7.1.  Under Section 7.3, the Board of Directors may authorize the Corporation to indemnify directors, officers, or employees to the fullest extent permitted by law.  Section 7.1 permits the Company to make advances for expenses as permitted by Arizona law.  The indemnification rights provided in the 2013 Amended and Restated Bylaws are not exclusive.  Section 7.4 provides that officers of the Company shall have the same rights to indemnity as a director of the Company.

The Company has entered into agreements to provide indemnification for its directors (including actions in their capacity as officers), in addition to the indemnification provided for in the Company’s Articles of Incorporation and Bylaws.  These agreements, among other things, indemnify the Company’s directors to the fullest extent permitted by law for certain expenses, (including attorneys’ fees, judgments, fines and settlement agreement obligations) incurred by indemnitee in any action or proceeding.  The Company’s indemnity obligation covers any proceedings brought in the right of the Company, on account of services rendered as a director or officer of the Company, or rendered to any subsidiary of the Company, or as the director or officer of any other company or enterprise to which the person provides services at the request of the Company.  Amounts paid in indemnification are subject to reimbursement by a director if it is determined that indemnification is not permitted.  Under the agreements, the Company must also advance the costs and expenses of directors seeking to enforce their rights under the indemnification agreements, and must cover directors under the Company’s director’s or officer’s liability insurance, to the extent such coverage is available on reasonable terms.  Although the indemnification agreements offer substantially the same scope of coverage as is afforded by the Company’s Articles of Incorporation and the Bylaws, the indemnification agreements provide greater assurance to directors that indemnification will be available because, as a contract, the indemnification agreement cannot be modified unilaterally by the Board of Directors or by shareholders.  The Company provides directors and officers liability insurance for claims up to $30,000,000.

 

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Item 8.

Exhibits.

For a list of exhibits, see the Exhibit Index in this Registration Statement, which information is incorporated herein by reference.

Item 9.

Undertakings.

 

(a)

The Company hereby undertakes:

 

 

 

 

 

provided, however, that (A) paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S–8, and 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 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

 

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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 Phoenix, State of Arizona, on this 14^th day of May, 2015.

 

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 date indicated.

 

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