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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
 
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 Registrant’s 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)
 
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 Company’s 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 Company’s Class A common stock described in the prospectus constituting a part of the Initial Registration Statement.

 


 

PART II
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 registrant’s Registration Statement on Form S-1 (File No. 333-168257), which was originally filed with the Commission on July 21, 2010.

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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
 
James Fry
  December 15, 2010 
 
  Attorney-in-fact    

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