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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/17/20 US Xpress Enterprises Inc S-8 6/17/20 3:124K Scudder Law Firm P C/FA |
Document/Exhibit Description Pages Size 1: S-8 Registration of Securities to be Offered to HTML 35K Employees Pursuant to an Employee Benefit Plan -- forms8 2: EX-5 Exhibit 5 (Opinion of Scudder Law Firm, P.C., HTML 11K L.L.O.) 3: EX-23.2 Exhibit 23.2 (Consent of Independent Registered HTML 6K Public Accounting Firm - Pricewaterhousecoopers LLP)
Nevada
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62-1378182
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer Identification No.)
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organization)
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4080 Jenkins Road
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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☐ |
Accelerated filer
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☒ |
Non-accelerated filer
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☐ |
Smaller reporting company
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☒ |
Emerging growth company
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☐ |
Title of securities to be registered
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Amount to be registered(1)
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Proposed maximum offering price per share(2)
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Proposed maximum aggregate offering price(2)
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Amount of
registration fee(2)
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Class A common stock, $0.01 par value per share
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4,784,327
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$5.35
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$25,596,150
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$3,332.38
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(1)
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In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of
Class A common stock that become issuable under the U.S. Xpress Enterprises, Inc. 2018 Omnibus Incentive Plan, as amended, pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization, or any
other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Class A common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee and calculated in accordance with Rule 457(c) and Rule 457(h) under
the Securities Act on the basis of the average of the high and low prices per share of the Class A common stock of U.S. Xpress Enterprises, Inc. as reported on the New York Stock Exchange on June 15, 2020.
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a)
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The Company's latest annual report on Form 10-K for the year ended December 31, 2019, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
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b)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; provided, however, that the Company is
not incorporating any information furnished under any of Item 2.02 or Item 7.01 (including exhibits furnished under Item 9.01 in connection with information furnished under Item 2.02 or Item 7.01) of any current report on Form 8-K; and
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c)
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The description of the authorized capital stock of the Company contained in its registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of
updating the description.
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Exhibit Number
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Description
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Third Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 2, 2020 (File Number
001-38528))
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Third Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on June 2, 2020 (File Number 001-38528))
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5*
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Opinion of Scudder Law Firm, P.C., L.L.O.
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Consent of Scudder Law Firm, P.C., L.L.O. (included in Exhibit 5)
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23.2*
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Consent of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP
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24
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Power of Attorney (included on the signature page of this Registration Statement)
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99.1 |
U.S. Xpress Enterprises Amended and Restated 2018 Omnibus Incentive Plan (Incorporated by reference to Appendix B to the Company's Definitive Proxy Statement filed with the SEC on April 17, 2020 in connection
with the 2020 Annual Meeting of Stockholders (File Number 001-38528))
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U.S. XPRESS ENTERPRISES, INC.
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By:
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/s/ Eric A. Peterson
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Chief Financial Officer and Treasurer
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Signature, Name, and Title
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Date
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/s/ Eric Fuller
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Chief Executive Officer, President, and Director
(Principal Executive Officer)
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/s/ Eric A. Peterson
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Chief Financial Officer and Treasurer
(Principal Financial Officer)
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/s/ Jason Grear
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Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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/s/ Max Fuller
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Executive Chairman and Director
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/s/ Jon F. Beizer
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Director
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/s/ Edward H. Braman
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Director
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Director
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/s/ Dennis A. Nash
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Director
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/s/ John C. Rickel
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Director
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This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/8/28 | ||||
Filed on / Effective on: | 6/17/20 | |||
6/16/20 | 4 | |||
6/15/20 | ||||
6/2/20 | 4, 8-K | |||
5/27/20 | 3, 4, 8-K, DEF 14A, PRE 14A | |||
4/17/20 | DEF 14A, DEFA14A | |||
3/20/20 | ||||
2/28/20 | 4 | |||
12/31/19 | 10-K | |||
6/18/18 | 3, 4, 8-K, S-8 | |||
List all Filings |