As filed with the Securities and Exchange Commission on July 14, 2005
Registration No. 333- ________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 85043
PHOENIX, ARIZONA (Zip Code)
(Address of Principal Executive Offices)
2003 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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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered (1) share (2) price (2) registration fee(2)
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Common stock, par value $.01
per share 2,500,000 $25.825 $64,562,500.00 $7,599.01
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(1) There are also registered an undetermined number of additional shares of
the Company's Common Stock that may become issuable under the Company's
2003 Stock Option Plan in the event of certain changes in the outstanding
shares of the Company's Common Stock or in the capital structure of the
Company, including any stock dividend, stock split, recapitalization or
similar transaction.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, on the
basis of the average of the high and low prices of the Company's Common
Stock on the New York Stock Exchange on July 11, 2005.
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EXPLANATORY NOTE; INCORPORATION BY REFERENCE
Knight Transportation, Inc. (the "Registrant") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933 (the "Securities Act") to increase by 2,500,000 the number of shares
registered under the 2003 Knight Transportation, Inc. Stock Option Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Registration
Statement on Form S-8 (File No. 333-105718) previously filed by Knight
Transportation, Inc. with the Securities and Exchange Commission on May 30,
2003, are hereby incorporated by reference in this Registration Statement. In
accordance with the instructions to Form S-8, the required legal opinions and
consents are attached hereto.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
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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 Phoenix, State of Arizona, on this 12 day of
July, 2005.
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
By /s/ David Jackson
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David Jackson, Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
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 July 13, 2005
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Kevin P. Knight, Chairman of the Board,
Director
/s/ Gary J. Knight July 13, 2005
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Gary J. Knight, Vice Chairman, Director
/s/ Timothy M. Kohl July 13, 2005
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Timothy M. Kohl, Director, President
/s/ Donald A. Bliss July 12, 2005
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Donald A. Bliss, Director
/s/ Randy Knight July 13, 2005
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Randy Knight, Director
/s/ G.D. Madden July 12, 2005
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G.D. Madden, Director
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/s/ Kathryn Munro July 12, 2005
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Kathryn Munro, Director
July __, 2005
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Mark Scudder, Director
/s/ Michael Garnreiter July 12, 2005
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Michael Garnreiter, Director
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Pages (1)
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4.1 Articles 4, 10 and 11 of the Restated Articles of
Incorporation of the Company. (Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on form S-3 No. 333-72130)
4.2 Sections 2 and 5 of the Amended and Restated
Bylaws of the Company. (Incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on
form S-3 No. 333-72130)
4.3 Knight Transportation, Inc. 2003 Stock Option Plan.
(Incorporated by reference from Exhibit 1 to the
Company's Proxy Statement filed April 4, 2003 on
Schedule 14A.)
5.1* Opinion of Ryley Carlock & Applewhite, a
professional association
23.1* Consent of Ryley Carlock & Applewhite, a
professional association (see Exhibit 5.1)
23.2* Consent of Deloitte & Touche LLP, independent
public accountants
* Filed herewith.
1/ The page numbers where exhibits (other than those incorporated by reference)
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may be found are indicated only on the manually signed Registration Statement.
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