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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/24 Pam Transportation Services Inc. 10-K 12/31/23 97:7.9M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.50M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 40K
3: EX-21.1 Subsidiaries List HTML 27K
4: EX-23.1 Consent of Expert or Counsel HTML 26K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 38K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
14: R1 Document And Entity Information HTML 97K
15: R2 Consolidated Balance Sheets HTML 146K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 48K
17: R4 Consolidated Statements of Operations HTML 116K
18: R5 Consolidated Statements of Stockholders' Equity HTML 76K
19: R6 Consolidated Statements of Cash Flows HTML 126K
20: R7 Note 1 - Accounting Policies HTML 76K
21: R8 Note 2 - Revenue Recognition HTML 38K
22: R9 Note 3 - Trade Accounts Receivable HTML 54K
23: R10 Note 4 - Marketable Equity Securities HTML 61K
24: R11 Note 5 - Accrued Expenses and Other Liabilities HTML 46K
25: R12 Note 6 - Claims Liabilities HTML 32K
26: R13 Note 7 - Long-term Debt HTML 52K
27: R14 Note 8 - Noncash Investing and Financing HTML 30K
Activities
28: R15 Note 9 - Capital Stock HTML 39K
29: R16 Note 10 - Segment Information, Significant HTML 54K
Customers, Industry Concentration and Geographic
Areas
30: R17 Note 11 - Dividends HTML 30K
31: R18 Note 12 - Federal and State Income Taxes HTML 101K
32: R19 Note 13 - Stock-based Compensation HTML 53K
33: R20 Note 14 - Earnings Per Share HTML 51K
34: R21 Note 15 - Benefit Plan HTML 34K
35: R22 Note 16 - Commitments and Contingencies HTML 31K
36: R23 Note 17 - Leases HTML 76K
37: R24 Note 18 - Fair Value of Financial Instruments HTML 55K
38: R25 Note 19 - Related Party Transactions HTML 35K
39: R26 Note 20 - Acquisition of Assets from Metropolitan HTML 40K
Trucking, Inc.
40: R27 Insider Trading Arrangements HTML 36K
41: R28 Significant Accounting Policies (Policies) HTML 118K
42: R29 Note 1 - Accounting Policies (Tables) HTML 34K
43: R30 Note 3 - Trade Accounts Receivable (Tables) HTML 54K
44: R31 Note 4 - Marketable Equity Securities (Tables) HTML 57K
45: R32 Note 5 - Accrued Expenses and Other Liabilities HTML 45K
(Tables)
46: R33 Note 7 - Long-term Debt (Tables) HTML 51K
47: R34 Note 10 - Segment Information, Significant HTML 51K
Customers, Industry Concentration and Geographic
Areas (Tables)
48: R35 Note 12 - Federal and State Income Taxes (Tables) HTML 98K
49: R36 Note 13 - Stock-based Compensation (Tables) HTML 43K
50: R37 Note 14 - Earnings Per Share (Tables) HTML 50K
51: R38 Note 17 - Leases (Tables) HTML 71K
52: R39 Note 18 - Fair Value of Financial Instruments HTML 48K
(Tables)
53: R40 Note 20 - Acquisition of Assets from Metropolitan HTML 36K
Trucking, Inc. (Tables)
54: R41 Note 1 - Accounting Policies (Details Textual) HTML 42K
55: R42 Note 1 - Accounting Policies - Useful Lives of HTML 39K
Property and Equipment (Details)
56: R43 Note 3 - Trade Accounts Receivable - Accounts HTML 35K
Receivable Balances (Details)
57: R44 Note 3 - Trade Accounts Receivable - Changes in HTML 36K
Allowance for Doubtful Accounts (Details)
58: R45 Note 4 - Marketable Equity Securities (Details HTML 40K
Textual)
59: R46 Note 4 - Marketable Equity Securities - Securities HTML 32K
Classified As Available-for-sale (Details)
60: R47 Note 4 - Marketable Equity Securities - Unrealized HTML 31K
Gains and Losses on Marketable Equity Securities
(Details)
61: R48 Note 4 - Marketable Equity Securities - Realized HTML 31K
Gains on Marketable Equity Securities (Details)
62: R49 Note 5 - Accrued Expenses and Other Liabilities HTML 30K
(Details Textual)
63: R50 Note 5 - Accrued Expenses and Other Liabilities - HTML 50K
Accrued Expenses and Other Liabilities (Details)
64: R51 Note 6 - Claims Liabilities (Details Textual) HTML 38K
65: R52 Note 7 - Long-term Debt (Details Textual) HTML 57K
66: R53 Note 7 - Long-term Debt - Summary of Long-term HTML 43K
Debt (Details)
67: R54 Note 7 - Long-term Debt - Annual Maturities on HTML 46K
Long-term Debt Outstanding (Details)
68: R55 Note 8 - Noncash Investing and Financing HTML 28K
Activities (Details Textual)
69: R56 Note 9 - Capital Stock (Details Textual) HTML 54K
70: R57 Note 10 - Segment Information, Significant HTML 42K
Customers, Industry Concentration and Geographic
Areas (Details Textual)
71: R58 Note 10 - Segment Information, Significant HTML 46K
Customers, Industry Concentration, and Geographic
Areas - Revenue Dollars and Percentages by
Geographic Area (Details)
72: R59 Note 12 - Federal and State Income Taxes (Details HTML 29K
Textual)
73: R60 Note 12 - Federal and State Income Taxes - HTML 52K
Significant Components of Deferred Tax Liabilities
and Assets (Details)
74: R61 Note 12 - Federal and State Income Taxes - Income HTML 47K
Tax Rate Reconciliation (Details)
75: R62 Note 12 - Federal and State Income Taxes - HTML 50K
Components of Income Tax Expense (Benefit)
(Details)
76: R63 Note 13 - Stock-based Compensation (Details HTML 102K
Textual)
77: R64 Note 13 - Stock-based Compensation - Share based HTML 36K
Compensation (Details)
78: R65 Note 13 - Stock Based Compensation - Summary of HTML 48K
Nonvested Restricted Stock (Details)
79: R66 Note 14 - Earnings Per Share (Details Textual) HTML 29K
80: R67 Note 14 - Earnings Per Share - Computations of HTML 59K
Basic and Diluted Earnings Per Share (Details)
81: R68 Note 15 - Benefit Plan (Details Textual) HTML 35K
82: R69 Note 16 - Commitments and Contingencies (Details HTML 30K
Textual)
83: R70 Note 17 - Leases (Details Textual) HTML 69K
84: R71 Note 17 - Leases - Operating Lease (Details) HTML 58K
85: R72 Note 17 - Leases - Lease Cost (Details) HTML 32K
86: R73 Note 17 - Leases - Lease Revenue (Details) HTML 31K
87: R74 Note 17 - Leases - Lease Receivables (Details) HTML 38K
88: R75 Note 18 - Fair Value of Financial Instruments - HTML 30K
Securities Measured at Fair Value on a Recurring
Basis (Details)
89: R76 Note 18 - Fair Value of Financial Instruments - HTML 32K
Fair Value of Long-term Debt Other Than Lines of
Credit (Details)
90: R77 Note 19 - Related Party Transactions (Details HTML 50K
Textual)
91: R78 Note 20 - Acquisition of Assets from Metropolitan HTML 43K
Trucking, Inc. (Details Textual)
92: R79 Note 20 - Acquisition of Assets from Metropolitan HTML 43K
Trucking, Inc. - Assets Acquired and Liabilities
Assumed (Details)
94: XML IDEA XML File -- Filing Summary XML 180K
97: XML XBRL Instance -- ptsi20231231_10k_htm XML 1.57M
93: EXCEL IDEA Workbook of Financial Report Info XLSX 129K
10: EX-101.CAL XBRL Calculations -- ptsi-20231231_cal XML 183K
11: EX-101.DEF XBRL Definitions -- ptsi-20231231_def XML 1.41M
12: EX-101.LAB XBRL Labels -- ptsi-20231231_lab XML 1.14M
13: EX-101.PRE XBRL Presentations -- ptsi-20231231_pre XML 1.45M
9: EX-101.SCH XBRL Schema -- ptsi-20231231 XSD 212K
95: JSON XBRL Instance as JSON Data -- MetaLinks 497± 801K
96: ZIP XBRL Zipped Folder -- 0001437749-24-007638-xbrl Zip 384K
EXHIBIT 4.1
DESCRIPTION OF CAPITAL STOCK
The following is a summary of the material terms of the capital stock of P.A.M Transportation Services, Inc. (the “Company”) and the provisions of the Company’s Amended and Restated Certificate of Incorporation, as amended (“Certificate”) and Second Amended and Restated Bylaws (“Bylaws”). It also summarizes relevant provisions of the Delaware General Corporation Law, which we refer to as Delaware law, or the “DGCL.” Since the terms of our Certificate, Bylaws and Delaware law are more detailed than the general information provided below, we urge you to read the actual provisions of those documents and Delaware law. The following summary of our capital stock is subject in all respects to Delaware law, our Certificate and our Bylaws. If you would like to read our Certificate or Bylaws, these documents are on file with the Securities and Exchange Commission.
General
The authorized capital stock of the Company consists of 50,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2023, there were 22,317,671 shares of our common stock issued, 22,021,341 shares of our common stock outstanding, and no shares of our preferred stock issued or outstanding. Our common stock is listed on the NASDAQ Stock Market.
Common Stock
All of the outstanding shares of our common stock are fully paid and non-assessable.
Voting Rights. Each holder of our common stock is entitled to cast one vote for each share held of record on all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock have no cumulative voting rights.
Dividends. Holders of our common stock are entitled to receive dividends or other distributions declared by the board of directors. The right of the board of directors to declare dividends is subject to the right of any holders of our preferred stock and the availability under Delaware law of sufficient funds to pay dividends.
Liquidation Rights. If the Company is dissolved, our common stockholders will share ratably in the distribution of all assets that remain after we pay all of our liabilities and satisfy our obligations to the holders of any of our preferred stock.
Preemptive and Other Rights. Holders of our common stock have no preemptive rights to purchase or subscribe for any stock or other securities of the Company, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock.
Transfer Agent. The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.
Preferred Stock
The board of directors is authorized to issue shares of our preferred stock at any time, without stockholder approval. It has the authority to determine all aspects of those shares, including the following:
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the designation and number of shares; |
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the dividend rate and preferences, if any, which dividends on that series of preferred stock will have compared to any other class or series of our capital stock; |
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the voting rights, if any; |
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the redemption price or prices and the other terms of redemption, if any, applicable to that series; and |
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any purchase, retirement or sinking fund provisions applicable to that series. |
Any of these terms could have an adverse effect on the availability of earnings for distribution to the holders of our common stock or for other corporate purposes. We have no agreements or understandings for the issuance of any shares of preferred stock.
Provisions That May Discourage Takeovers
Delaware law and our Certificate and Bylaws contain provisions that may have the effect of discouraging transactions involving an actual or threatened change of control. These provisions could protect the continuity of our directors and management and possibly deprive stockholders of an opportunity to sell their shares of common stock at prices higher than the prevailing market prices. The following description is subject in its entirety to applicable Delaware law and our Certificate and Bylaws.
Business Combinations. We are subject to Section 203 of the DGCL. In general, the statute prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder unless:
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prior to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; |
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
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on or subsequent to that date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock not held by the interested stockholder. |
Section 203 defines “business combination” to include:
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any merger or consolidation involving the corporation and the interested stockholder; |
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any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
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subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; |
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subject to exceptions, any transaction involving the corporation that increases the proportionate share of the stock of the corporation which is owned by the interested stockholder; or |
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the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
In general, Section 203 defines an interested stockholder as any person beneficially owning 15% or more of the outstanding voting stock of the corporation and or person affiliated with or controlling or controlled by that person.
Ownership of Controlling Shares by the Moroun Family. As of February 15, 2024, family trusts of which our Chairman, Matthew T. Moroun, is trustee beneficially own an aggregate of 15,930,948 shares, or 72.34%, of our outstanding common stock. As trustee, Mr. Moroun holds investment power over the shares of our common stock held by these family trusts. Frederick P. Calderone, a member of our Board of Directors, is the special trustee of certain of these family trusts, and in that capacity, he exercises voting power over the shares held by such trusts, while Mr. Moroun exercises voting power over the shares held by the other family trust of which he is trustee. The special trustee serves at the discretion of the trustee of the trusts, and members of the Moroun family are the beneficiaries of the family trusts. Messrs. Moroun and Calderone have entered into a voting agreement under which Mr. Moroun agreed to vote the shares of our common stock over which he exercises voting power in accordance with and in the same manner as Mr. Calderone votes the shares of our common stock held by the family trusts over which the special trustee exercises voting power. Therefore, votes cast on behalf of the family trusts control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws, and the approval of any merger or sale of substantially all of our assets. This concentration of ownership could render it more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise and could also limit the price that some investors might be willing to pay for shares of our common stock and possibly deprive other stockholders of an opportunity to sell their shares at prices higher than the prevailing market prices
Availability of Authorized but Unissued Shares. All of our preferred stock and a substantial amount of our common stock are authorized but unissued and not reserved for any particular purpose. Our board of directors may issue shares of authorized common or preferred stock without stockholder approval. If our board of directors decides to issue shares to persons friendly to current management, this could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise. Authorized but unissued shares also could be used to dilute the stock ownership of persons seeking to obtain control of the Company, including dilution through a stockholder rights plan of the type commonly known as a “poison pill,” which the board of directors could adopt without a stockholder vote.
Issuance of Preferred Stock. In addition, our board of directors could issue preferred shares having voting rights that adversely affect the voting power of our common stockholders, which could have the effect of delaying, deferring or impeding a change in control of the Company.
No Cumulative Voting. Under Delaware law, stockholders do not have cumulative voting rights for the election of directors unless the Certificate so provides. Our Certificate does not provide for cumulative voting.
Limitation on Calling Special Meetings of Stockholders. Delaware law allows the board of directors or such other persons as authorized by our Certificate or Bylaws to call special meetings of stockholders. Our Bylaws provide that a special meeting may be called by our President, our Chief Executive Officer, or our Chairman of the Board of Directors and must be called by the President or Secretary at the written request of two or more directors or at the written request of stockholders owning at least 75% of the shares of stock entitled to vote at the proposed special meeting. Business to be transacted at a special meeting is limited by our Bylaws to the purpose or purposes stated in the notice of the meeting, unless all of our stockholders are present in person or by proxy.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/13/24 | |||
| 2/15/24 | 8-K | |||
| For Period end: | 12/31/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/24 Pam Transportation Services Inc. SC TO-I 9:18M Pam Transportation Services Inc. Computershare C… Svcs/FA |