As filed with the Securities and Exchange Commission on August 7, 2003
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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HUB GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4007085
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3050 Highland Parkway, Suite 100
Downers Grove, Illinois 60515
(Address of Principal Executive Offices) (Zip Code)
Hub Group Employee Profit Sharing Plan and Trust
(Full Title of the Plan)
David C. Zeilstra
Hub Group, Inc.
3050 Highland Parkway, Suite 100
Downers Grove, Illinois 60515
(Name and Address of Agent For Service)
(630) 271-3600
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Title of Class of Securities Amount to be Offering Price Aggregate Amount of
to be Registered (1) Registered(2) Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share...... 500,000 Shares $10.19 (3) $5,092,500 (3) $411.98 (3)
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(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.
(2) The number of shares of Common Stock to be registered may be adjusted in accordance with the
provisions of the Plan in the event that, during the period that the Plan is in effect, the
number of shares of Common Stock is increased or decreased or such shares are changed into or
exchanged for a different number or kind of shares of stock or other securities of the Company
through reorganization, merger or consolidation, recapitalization, stock split, split-up,
combination, exchange of shares, declaration of any Common Stock dividends or similar events
without receipt of consideration by the Company. Accordingly, this Registration Statement
covers, in addition to the number of shares of Common Stock stated above, an indeterminate
number of shares which by reason of any such events may be issued in accordance with the
provisions of the Plan.
(3) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, computed on the basis of the
average of the high and low sales prices on August 1, 2003.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have heretofore been filed by Hub Group,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), File No. 0-27754, are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) The description of the Company's Common Stock included in the
Company's Registration Statement on Form 8-A filed with the
Commission on February 13, 1996.
(b) Our annual report on Form 10-K for the year ended December 31,
2002.
(c) Our quarterly report on Form 10-Q for the quarters ended
March 31, 2003 and June 30, 2003.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(a) The Delaware General Corporation Law ("GCL") (Section 145) gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers, subject to specified
conditions and exclusions, gives a director or officer who successfully defends
an action the right to be so indemnified, and authorizes the Registrant to buy
directors' and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-laws, agreement, vote of stockholders or otherwise.
(b) Article Eleventh of the Certificate of Incorporation of the
Registrant permits, and Article VI of the By-Laws of the Registrant provides
for, indemnification of directors, officers, employees and agents to the fullest
extent permitted by law.
(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Registrant's Certificate of Incorporation provides that directors shall not be
liable for monetary damages for breaches of their fiduciary duty as directors
except to the extent such exemption from liability or limitation thereof is not
permitted under the Delaware GCL as the same exists or may be amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits which is incorporated herein by reference.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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 Downers Grove, State of Illinois, on August 7, 2003.
HUB GROUP, INC.
By: /s/ David P. Yeager
----------------------------
David P. Yeager
Vice Chairman, Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned, a Director and/or Officer of Hub Group, Inc.,
a Delaware corporation (the "Corporation"), does hereby constitute and appoints
David P. Yeager, David C. Zeilstra and Thomas L. Hardin, and each of them
severally, his or her true and lawful attorney-in-fact with power of
substitution and resubstitution to sign in his or her name, place and stead, in
any and all capacities, to do any and all things and execute any and all
instruments that the attorney may deem necessary or advisable under the
Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission in connection with this Registration
Statement registration, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign his or her name in
his or her respective capacity as a member of the Board of Directors or Officer
of the Corporation, the Registration Statement and/or any other form or forms as
may be appropriate to be filed with the Securities and Exchange Commission as
any of them may deem appropriate in respect of the common stock of the
Corporation, to any and all amendments thereto, including post-effective
amendments, to such Registration Statement, to any related Rule 462(b)
Registration Statement and to any other documents filed with the Securities and
Exchange Commission, as fully for all intents and purposes as he or she might or
could do in person, and hereby ratifies and confirms all said attorneys-in-fact
and agents, each acting alone, and his or her substitute or substitutes, may
lawfully do or cause to be done by virtue of this prospectus.
Under the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
below on August 7, 2003.
Signature Title
--------- -----
/s/ Phillip C. Yeager Chairman and Director
- -----------------------------------
Phillip C. Yeager
/s/ David P. Yeager Vice-chairman, Chief Executive
- ----------------------------------- Officer and Director
David P. Yeager
/s/ Thomas L. Hardin President, Chief Operating
- ----------------------------------- Officer and Director
Thomas L. Hardin
/s/ Thomas M. White Senior Vice President - Finance
- ----------------------------------- and Chief Financial Officer
Thomas M. White (Principal Financial and Accounting
Officer)
/s/ Charles R. Reaves Director
- -----------------------------------
Charles R. Reaves
/s/ Martin L. Slark Director
- -----------------------------------
Martin L. Slark
/s/ Gary D. Eppen Director
- -----------------------------------
Gary D. Eppen
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plans) have duly caused this registration Statement to be signed on the plan's
behalf by the undersigned, thereunto duly authorized, in the City of Downers
Grove, Illinois on August 7, 2003.
HUB GROUP EMPLOYEE PROFIT SHARING PLAN
AND TRUST
By: /s/ David P. Yeager
-----------------------------
David P. Yeager
Vice Chairman, Chief Executive
Officer of Hub Group, Inc.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
3.1 Amended Certificate of Incorporation (incorporated by
reference to Exhibits 3.1 and 3.3 to Registration
Statement on Form S-1 File No. 33-90210)
3.2 By-laws (incorporated by reference to Exhibit 3.2 to
Registration Statement on Form S-1, File
No. 33-90210)
4.2 Hub Group Employee Profit Sharing Plan and Trust
(incorporated by reference to Exhibit 4.4 to
Registration Statement on Form S-8, Registration
Statement No. 33-36331)
5.1 Opinion of Mayer, Brown, Rowe & Maw LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Mayer, Brown, Rowe & Maw LLP (included
in Exhibit 5.1)
24.1 Powers of Attorney (contained on the signature page
of this registration statement)
EXHIBIT 5.1
Mayer, Brown, Rowe & Maw LLP
190 South LaSalle Street
Chicago, Illinois 60603-3441
Main Telephone
(312) 782-0600
Main Fax
(312) 701-7711
August 7, 2003
Hub Group, Inc.
3050 Highland Parkway, Suite 100
Downers Grove, Illinois 60515
Gentlemen:
We are acting as special counsel to Hub Group, Inc. (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of 500,000 shares of its Class A Common Stock, $.01 par value (the
"Shares"), to be offered pursuant to the Hub Group Employee Profit Sharing Plan
and Trust (the "Plan"). In connection therewith, we have examined or are
otherwise familiar with the Company's Certificate of Incorporation, the
Company's By-Laws, the Plan, the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the Shares, relevant resolutions of
the Board of Directors of the Company, and such other documents and instruments
as we have deemed necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares are
duly authorized for issuance and when issued in accordance with the provisions
of the Plan will be legally issued, fully paid and non-assessable shares of the
Company.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Sincerely,
/s/ Mayer, Brown, Rowe & Maw LLP
Mayer, Brown, Rowe & Maw LLP
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Hub Group Employee Profit Sharing Plan and Trust, of
our report dated February 19, 2003 with respect to the consolidated financial
statements of Hub Group, Inc. included in the Annual Report on Form 10-K for the
year ended December 31, 2002 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
August 6, 2003