As filed with the Securities and Exchange Commission on May 30, 2003
Registration No. 333-72377
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
ARIZONA 86-0649974
(State) (I.R.S. Employer Identification No.)
5601 W. BUCKEYE RD.
PHOENIX, ARIZONA 85043
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED KNIGHT TRANSPORTATION, INC.
STOCK OPTION PLAN
(Full title of the plan)
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With copy to:
Kevin P. Knight James E. Brophy, III, Esq.
Chief Executive Officer Ryley Carlock & Applewhite
Knight Transportation, Inc. Suite 1200
5601 West Buckeye Road One North Central Avenue
Phoenix, Arizona 85043 Phoenix, Arizona 85004
(602) 269-2000 (602) 258-7701
(Name, address and telephone number of agent for service)
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DEREGISTRATION OF SHARES
As originally filed on February 16, 1999, this Registration Statement
registered 1,500,000 shares of the Common Stock of Knight Transportation, Inc.
(the "Company") which had been approved for issuance under the Company's 1998
Amended and Restated Stock Option Plan (the "1998 Plan"). The Company now has
adopted a new plan, the 2003 Knight Transportation, Inc. Stock Option Plan (the
"2003 Plan") to which shares remaining available for grant under the 1998 Plan
may be used for the purpose of new grants. As of May 21, 2003, a total of
1,576,896 shares of the Company's Common Stock were subject to outstanding but
unexercised option grants, and a total of 471,187 shares were reserved for
future stock grants under the 1998 Plan, after giving effect to the Company's
three-for-two stock splits and the 2002 Amendment to the 1998 Plan, which
increased the number of shares reserved for issuance. This post-effective
Amendment is being filed to deregister 471,187 previously registered shares of
the Company's stock reserved for issuance under the 1998 Plan that are not
subject to outstanding but unexercised option grants.
A new Form S-8 Registration Statement will be filed by the Company to
register shares issuable under the 2003 Plan.
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SIGNATURES
THE REGISTRANT. 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
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement No.
333-72377 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on this 29th day of May,
2003.
KNIGHT TRANSPORTATION, INC.,
an Arizona corporation
By /s/ Kevin P. Knight
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Kevin P. Knight, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement has been
signed by the following persons in the capacities and on the date indicated.
SIGNATURE AND TITLE DATE
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/s/ Kevin P. Knight May 29, 2003
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Kevin P. Knight, Chairman of the Board,
Chief Executive Officer, Director
/s/ Gary J. Knight May 29, 2003
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Gary J. Knight, President, Director
/s/ Keith T. Knight May 29, 2003
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Keith T. Knight,
Executive Vice President, Director
/s/ Timothy M. Kohl May 29, 2003
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Timothy M. Kohl, Director, Chief Financial
Officer and Secretary
/s/ Donald A. Bliss May 29, 2003
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Donald A. Bliss, Director
May 29, 2003
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Randy Knight, Director
May 29, 2003
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G.D. Madden, Director
May 29, 2003
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Matt Salmon, Director
/s/ Mark Scudder May 29, 2003
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Mark Scudder, Director
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