Overnite Corp – IPO: ‘S-1/A’ on 7/22/98

As of:  Wednesday, 7/22/98   ·   Accession #:  950130-98-3632   ·   File #:  333-53169

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 3 to Form S-1/A                          3     18K 
 2: EX-1.1      Form of Underwriting Agreement                        35    110K 
 3: EX-4.1      Specimen of Common Stock Certificate                   2     11K 
 4: EX-5        Opinion of Hunton & Williams Re. Legality              2      9K 
 5: EX-10.1     Form of Bank Credit Facility                          98    323K 
 6: EX-10.2     Stock Compensation Plan                               25     95K 
 7: EX-10.3     Stock Purchase & Indemnification Agreement            24     64K 
 8: EX-10.4     Services Agreement                                    10     27K 
 9: EX-10.5     Tax Allocation Agreement                              49    111K 
10: EX-10.6     Computer & Information Tech. Agreements               69    121K 
11: EX-10.7     Pension Plan Agreement                                 4     12K 

S-1/A   —   Amendment No. 3 to Form S-1/A

S-1/A
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1998       

                                                    REGISTRATION NO. 333-53169

------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

--------------- 

AMENDMENT NO. 3       
TO  
FORM S-1  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  

--------------- 
OVERNITE CORPORATION  
(Exact name of Registrant as specified in its charter)  
VIRGINIA                     6719                  APPLIED FOR  
(State or other      (Primary Standard Industrial    (I.R.S. Employer   
jurisdiction of          Classification Code)     Identification Number)
incorporation or                                                        
organization)                                                         
1000 SEMMES AVENUE  
P.O. BOX 1216 
RICHMOND, VIRGINIA 23218  
(804) 231-8000  
(Address, including zip code and telephone number, including area code, of  
Registrant's principal executive offices) 

--------------- 
MR. PATRICK D. HANLEY 
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER 
1000 SEMMES AVENUE  
P.O. BOX 1216 
RICHMOND, VIRGINIA 23218  
(804) 231-8000  
(Name, address, including zip code and telephone number, including area code, 
of agent for service) 

--------------- 

Copies to:  

   DAVID M. CARTER, ESQ.                WILLIAM P. ROGERS, JR., ESQ.
  HUNTON & WILLIAMS                    CRAVATH, SWAINE & MOORE
RIVERFRONT PLAZA, EAST TOWER                  825 EIGHTH AVENUE       
 951 EAST BYRD STREET                   NEW YORK, NEW YORK 10019
RICHMOND, VIRGINIA 23219                      (212) 474-1270      
(804) 788-8200                                          

--------------- 

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, check the following box. [_]                                              

If this Form is filed to register additional securities for an offering     
pursuant to Rule 462(b) 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. [_]                               

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. [_]                                                      

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. [_]                                                      

If the delivery of the prospectus is expected to be made pursuant to Rule   
434, please check the following box. [_]                                        

--------------- 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR    
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT      
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS              
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH     
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION           
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING         
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.                                   

------------------------------------------------------------------------------- 
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S-1/A
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SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE 
REGISTRANT HAS DULY CAUSED THIS AMENDMENT NO. 3 TO REGISTRATION STATEMENT TO BE 
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY 
OF RICHMOND, COMMONWEALTH OF VIRGINIA ON JULY 22, 1998.                         

                      Overnite Corporation
              (Registrant)

                                     /s/ Gordon S. Mackenzie
                                        By: __________________________________

                                   GORDON S. MACKENZIE

                                        SENIOR VICE PRESIDENT-OPERATIONS

                                  AND DIRECTOR

    SIGNATURE                       TITLE                 DATE

*                    Chairman of the          
------------------------------------   Board of               July 22, 1998     
LEO H. SUGGS               Directors, Chief             
               Executive Officer
           and President
      (Principal
                Executive Officer)

*                    Senior Vice              
------------------------------------   President, Chief       July 22, 1998     
PATRICK D. HANLEY             Financial Officer               
          and Director
      (Principal
           Financial and
        Accounting
      Officer)

       Senior Vice
/s/ Gordon S. Mackenzie            President--            July 22, 1998 
------------------------------------   Operations and                           
GORDON S. MACKENZIE            Director                         

       Senior Vice
------------------------------------   President--            July 22, 1998     
JOHN W. FAIN               Marketing and                
                Sales and Director

* By  /s/ David M. Carter                                             
------------------------------------                          July 22, 1998     
DAVID M. CARTER ATTORNEY-IN-FACT                                            

S-1/A
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EXHIBIT INDEX 

                                                                [Download Table]

EXHIBIT                                                            
NUMBER                     DESCRIPTION OF EXHIBIT                  
-------                    ----------------------                  
                                                                   
 1.1    Form of Underwriting Agreement to be entered into among the
         Company, Union Pacific and the Underwriters               
 3.1    Company's Articles of Incorporation**                      
 3.2    Company's Bylaws**                                         
 4.1    Specimen of Common Stock Certificate                       
 5      Opinion of Hunton & Williams with respect to legality      
10.1    Form of Bank Credit Facility                               
10.2    Stock Compensation Plan                                    
10.3    Stock Purchase and Indemnification Agreement               
10.4    Services Agreement                                         
10.5    Tax Allocation Agreement                                   
10.6    Computer and Information Technology Agreements             
10.7    Pension Plan Agreement                                     
21      Subsidiaries of the Registrant**                           
23.1    Consent of Deloitte & Touche LLP**                         
23.2    Consent of Hunton & Williams (included in Exhibit 5)       
24      Power of attorney (included on Page II-4)**                
27      Financial Data Schedule**                                  

--------                                                                        
*To be filed by amendment                                                     
**Previously filed                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/22/98		1		2			None on these Dates
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