As
filed
with the Securities and Exchange Commission on October 26, 2007
File
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
HUB
GROUP, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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36-4007085
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(State
or Other Jurisdiction
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(I.R.S.
Employer Identification No.)
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of
Incorporation or Organization)
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3050
Highland Parkway, Suite 100
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Downers
Grove, Illinois
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60515
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Hub
Group, Inc. 2002 Long Term Incentive Plan
(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
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Title
of Class of Securities
to
be Registered
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Amount
to be
Registered(1)
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Offering
Price Per Share
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Aggregate
Offering
Price
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Amount
of Registration Fee
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Common
Stock, par value $.01 per share
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1,000,000
Shares
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$25.62
(2)
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$25,615,000
(2)
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$786.38
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(1)
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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.
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(2)
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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 October 23,
2007.
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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:
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(a)
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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;
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(b)
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The
Company’s Annual Report on Form 10-K for the year ended December 31,
2006;
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(c)
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The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31,
2007, June 30, 2007 and September 30, 2007;
and
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(d)
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The
Company’s Current Reports on Form 8-K filed with the Commission on March
12, 2007, March 20, 2007, June 8, 2007, July 10, 2007 and September
13,
2007.
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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:
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1.
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar volume
of
securities offered would not exceed that which was registered) and
any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement;
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(iii)
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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;
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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.
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2.
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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.
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3.
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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.
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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 October 26, 2007.
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, Mark A. Yeager and David C. Zeilstra, 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 October
26,
2007.
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Signature
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Title
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By:
/s/ Phillip C.
Yeager
Phillip
C. Yeager
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Chairman
and Director
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By:
/s/ David P.
Yeager
David
P. Yeager
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Vice-chairman,
Chief Executive Officer and Director
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By: /s/ Mark A.
Yeager
Mark
A. Yeager
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President,
Chief Operating Officer and Director
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By:
/s/ Terri A.
Pizzuto
Terri
A. Pizzuto
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Executive
Vice President – Chief Financial Officer and Treasurer (Principal
Financial and Accounting Officer)
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By:
/s/ Charles R.
Reaves
Charles
R. Reaves
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Director
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By:
/s/ Martin L.
Slark
Martin
L. Slark
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Director
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By:
/s/ Gary D.
Eppen
Gary
D. Eppen
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Director
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EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibit
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3.1
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Amended
Certificate of Incorporation (incorporated by reference to Exhibit
3.1 to
the Registrant’s report on Form 10-Q filed July 23, 2007, File No.
000-27754)
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3.2
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By-laws
(incorporated by reference to Exhibit 3.2 to Registration Statement
on
Form S-1, File No. 33-90210)
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4.2
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Hub
Group, Inc. 2002 Long Term Incentive Plan (incorporated by reference
to
Appendix B to the Registrant’s Proxy Statement filed on Schedule 14A on
March 26, 2007)
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5.1
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Opinion
of Mayer, Brown, Rowe & Maw
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23.1
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Consent
of Mayer, Brown, Rowe & Maw (included in Exhibit
5.1)
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23.2
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Consent
of Ernst & Young LLP
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24.1
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Powers
of Attorney (contained on the signature page of this registration
statement)
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Mayer,
Brown, Rowe & Maw LLP
71
South Wacker Drive
Chicago,
Illinois 60606-4637
Main
Tel (312) 782-0600
Main
Fax (312) 701-7711
www.mayerbrownrowe.com
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October
26, 2007
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Hub
Group, Inc.
3050
Highland Parkway, Suite 100
Downers
Grove, Illinois 60515
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Ladies
and Gentlemen:
We
have
acted as special counsel to Hub Group, Inc. (the “Company”) in connection with
the registration under the Securities Act of 1933, as amended, of 1,000,000
shares of its Common Stock, $.01 par value (the “Shares”), to be offered
pursuant to the Hub Group, Inc. 2002 Long-Term Incentive Plan (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.
/s/
Mayer
Brown LLP
Berlin Brussels Charlotte Chicago Cologne Frankfurt Hong
Kong Houston London Los Angeles New
York
Palo
Alto Paris Washington, D.C.
Mayer,
Brown, Rowe & Maw LLP operates in combination with our associated English
limited liability partnership
in the offices listed
above.
Exhibit
23.2
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement on
Form
S-8 pertaining to the Hub Group, Inc. 2002 Long Term Incentive Plan, of our
reports dated February 22, 2007, with respect to the consolidated financial
statements and schedule of Hub Group, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 2006, Hub Group, Inc. management’s
assessment of the effectiveness of internal control over financial reporting,
and the effectiveness of internal control over financial reporting of Hub Group,
Inc., filed with the Securities and Exchange Commission.
Chicago,
Illinois
October
19, 2007