Nevada
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88-0320154
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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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400
Birmingham Highway
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||
Chattanooga,
Tennessee
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37419
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Copy
to:
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Mark
A. Scudder, Esq.
Scudder
Law Firm, P.C., L.L.O.
411
South 13th Street, Suite 200
Lincoln,
Nebraska 68508
(402)
435-3223
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Title
of each class 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
(3)
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Class
A Common Stock, $0.01 par value per share
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1,000,000
shares
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$13.105
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$13,105,000
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$886.08
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(1)
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Shares
to be registered for offer and sale under the Covenant Transport,
Inc.
2006 Omnibus Incentive Plan (the "2006 Plan") include (i) 233,969
shares
not previously registered, and (ii) 766,031
shares previously registered for offer and sale under the Covenant
Transport, Inc. 2003
Incentive Stock Plan (the "2003 Plan") that
were not issued under the 2003 Plan and that may be offered and sold
under
the 2006 Plan (the "Carryover Shares"). Pursuant to Rule 416 under
the
Securities
Act of 1933, as amended (the "Securities Act"), this registration
statement also
covers an indeterminate number of additional shares that may be issued
if
the anti-dilution adjustment provisions of Section 6.2 of the 2006
Plan
become operative.
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(2)
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Estimated
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act
solely for purposes of calculating the registration fee. The price
is
based upon the average of high and low prices ($13.105) of Class A
common stock of Covenant Transport, Inc., a Nevada corporation (the
"Company"), on June 6, 2006, as reported on the Nasdaq National
Market.
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(3)
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In
accordance with Rule 457(p) under the Securities Act, the Company
has
offset against the total filing fee the aggregate dollar amount of
the
filing fee associated with the Carryover Shares registered pursuant
to the
Registration Statement on Form S-8 (File No. 333-105880)
filed on
June 5, 2003 (the "2003 Registration Statement"). The Company previously
paid a total fee of $842.27 in connection with the 2003 Registration
Statement, of which $516.16 was
associated with the
Carryover Shares. The
registration fee was calculated as the difference between the total
computed fee of $1,402.24 less the aggregate amount of $516.16 associated
with the Carryover Shares. The Company has filed a post-effective
amendment to the 2003 Registration Statement to deregister the shares
reserved for issuance under the 2003 Plan that are not subject to
outstanding but unexercised option
grants.
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DESCRIPTION
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PAGE
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PART
I
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PART
II
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SIGNATURES
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POWER
OF ATTORNEY
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EXHIBIT
INDEX
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EXHIBIT
5 - OPINION OF SCUDDER LAW FIRM, P.C., L.L.O.
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EXHIBIT
23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
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(a)
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The
Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 (File
No.
000-24960)
filed on March 31, 2006;
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(b)
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All
other reports filed by the Company pursuant to Section 13(a) or 15(d)
of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 2005; and
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(c)
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The
description of the Company's Class A common stock, $0.01 par value
per
share ("Common Stock"), under Item 8.01—Other Events of the Current Report
on Form 8-K (File No. 000-24960) filed on June 12,
2006, including any amendment or report filed for the purpose of
updating
such description.
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Exhibit
Number
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Exhibit
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4.1
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Restated
Articles of Incorporation of Covenant Transport, Inc. (incorporated
by
reference to Exhibit 3.1 to the Registration Statement on Form S-1
(File
No. 33-82978), filed August 17, 1994 (the "Form S-1"))
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4.2
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Amended
Bylaws of Covenant Transport, Inc. (incorporated by reference to
Exhibit
3.2 to the Form S-1)
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Opinion
of Scudder Law Firm, P.C., L.L.O.
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23.1*
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Consent
of Independent Registered Public Accounting Firm - KPMG
LLP
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23.2*
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Consent
of Scudder Law Firm, P.C., L.L.O. (contained in Exhibit 5
hereto)
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24*
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Power
of Attorney (contained in the signature page to this registration
statement)
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COVENANT
TRANSPORT, INC.
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||
By:
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/s/
DAVID R. PARKER
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David
R. Parker
Chairman
of the Board, President, and Chief Executive Officer (Principal Executive
Officer)
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Signature
and Title
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Date
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/s/
DAVID R. PARKER
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June
12,
2006
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David
R. Parker
Chairman
of the Board, President, and Chief Executive
Officer
(Principal Executive Officer); Director
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||
/s/
JOEY B. HOGAN
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June
12,
2006
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Joey
B. Hogan
Executive
Vice President and Chief Financial Officer
(Principal
Financial and Accounting Officer)
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||
/s/
WILLIAM T. ALT
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June
12,
2006
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William
T. Alt
Director
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/s/
ROBERT E. BOSWORTH
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June
12,
2006
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Robert
E. Bosworth
Director
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/s/
HUGH O. MACLELLAN, JR.
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June
12,
2006
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Hugh
O. Maclellan, Jr.
Director
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/s/
BRADLEY A. MOLINE
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June
12,
2006
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Bradley
A. Moline
Director
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/s/
NIEL B. NIELSON
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June
12,
2006
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Niel
B. Nielson
Director
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/s/
MARK A. SCUDDER
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June
12,
2006
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|
Mark
A. Scudder
Director
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Exhibit
Number
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4.1
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Restated
Articles of Incorporation of Covenant Transport, Inc. (incorporated
by
reference to Exhibit 3.1 to the Registration Statement on Form S-1
(File
No. 33-82978), filed August 17, 1994 (the "Form S-1"))
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4.2
|
Amended
Bylaws of Covenant Transport, Inc. (incorporated by reference to
Exhibit
3.2 to the Form S-1)
|
Opinion
of Scudder Law Firm, P.C., L.L.O.
|
|
Consent
of Independent Registered Public Accounting Firm - KPMG
LLP
|
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23.2*
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Consent
of Scudder Law Firm, P.C., L.L.O. (contained in Exhibit 5
hereto)
|
24*
|
Power
of Attorney (contained in the signature page to this registration
statement)
|