Attached files
file | filename |
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EX-5.1 - EX-5.1 - Knight-Swift Transportation Holdings Inc. | c58386mfexv5w1.htm |
EX-23.1 - EX-23.1 - Knight-Swift Transportation Holdings Inc. | c58386mfexv23w1.htm |
As
filed with the Securities and Exchange Commission on December 15, 2010
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Swift Transportation Company
(Exact name of Registrant as specified in its charter)
Delaware | 4213 | 27-2646153 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification Number) |
2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Phoenix, Arizona 85043
(602) 269-9700
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
James Fry, Esq.
Executive Vice President, General Counsel and Corporate Secretary
Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Executive Vice President, General Counsel and Corporate Secretary
Swift Transportation Company
2200 South 75th Avenue
Phoenix, Arizona 85043
(602) 269-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard B. Aftanas, Esq. | Mark A. Scudder, Esq. | Andrew Keller, Esq. | ||
Stephen F. Arcano, Esq. | Earl H. Scudder, Esq. | Lesley Peng, Esq. | ||
Skadden, Arps, Slate, | Scudder Law Firm, P.C., L.L.O. | Simpson Thacher & Bartlett LLP | ||
Meagher & Flom LLP | 411 South 13th Street | 425 Lexington Avenue | ||
Four Times Square | Lincoln, Nebraska 68508 | New York, New York 10017-3954 | ||
New York, New York 10036-6522 | (402) 435-3223 | (212) 455-2000 | ||
(212) 735-3000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the Securities Act) check
the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. þ 333-168257
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. o
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 large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Securities Exchange Act of 1934 (the Exchange Act). (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) |
Smaller Reporting Company o |
CALCULATION OF REGISTRATION FEE
Amount | Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||||||||||
Title of Each Class of | to be | Aggregate Offering | Aggregate | Registration | |||||||||||||||||||
Securities to be Registered | Registered(1) | Price per Share(2) | Offering Price | Fee | |||||||||||||||||||
Class A Common Stock,
par value $0.01 per
share |
6,871,250 | $ | 11.00 | $ | 75,583,750.00 | $ | 5,389.12 | ||||||||||||||||
(1) | The registrant previously registered 77,423,750 shares of its Class A Common Stock at an aggregate offering price not to exceed $1,161,356,250.00 on Form S-1 (File No. 333-168257), which registration statement was declared effective by the Securities and Exchange Commission on December 14, 2010. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, and certain interpretations of the Securities and Exchange Commission with respect thereto, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under such registration statement is hereby registered. | |
(2) | Calculated in accordance with Rule 457(a) under the Securities Act of 1933. |
This Registration Statement shall become effective upon filing with the Securities and
Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933.
EXPLANATORY NOTE
This registration statement is being filed by Swift Transportation Company (the Company)
pursuant to Rule 462(b) (Rule 462(b)) under the Securities Act of 1933 and General Instruction
V(A) of Form S-1. Pursuant to Rule 462(b), the contents of the Companys registration statement on
Form S-1, as amended (File No. 333-168257), including the exhibits thereto, which was declared
effective by the Securities and Exchange Commission on December 14, 2010 (the Initial Registration
Statement), are incorporated by reference into this registration statement. This registration
statement covers the registration of an additional 6,871,250
shares of the Companys Class A common stock described in the prospectus constituting a part of the
Initial Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and financial statement schedules.
(a) Exhibits.
Exhibit | ||
Number | Exhibit Title | |
5.1
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the legality of the securities being registered | |
23.1
|
Consent of KPMG LLP | |
23.2
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
24.1*
|
Power of Attorney of directors and officers |
* | Previously on the signature page to the registrants Registration Statement on Form S-1 (File No. 333-168257), which was originally filed with the Commission on July 21, 2010. |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 the fifteenth day of December, 2010.
SWIFT TRANSPORTATION COMPANY |
||||
By: | /s/ James Fry | |||
James Fry | ||||
Executive Vice President, General Counsel and Corporate Secretary |
||||
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 and Title | Date | |||
* | December 15, 2010 | |||
Jerry Moyes | ||||
Chief Executive Officer and Director | ||||
(Principal executive officer) | ||||
* | December 15, 2010 | |||
Virginia Henkels | ||||
Executive Vice President and Chief Financial Officer | ||||
(Principal financial officer) | ||||
* | December 15, 2010 | |||
Cary M. Flanagan | ||||
Vice President and Corporate Controller | ||||
(Principal accounting officer) | ||||
* | December 15, 2010 | |||
Richard H. Dozer | ||||
Director | ||||
* | December 15, 2010 | |||
David Vander Ploeg | ||||
Director | ||||
*By:
|
/s/ James Fry
|
December 15, 2010 | ||
Attorney-in-fact |
II-2