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Delaware
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13-3361050
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large Accelerated Filer o
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Accelerated Filer x
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Non-Accelerated Filer o
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Smaller Reporting Company o
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(Do not check if a Smaller Reporting Company)
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Title of Each Class of Securities
To Be Registered
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Amount to be Registered
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee(1)
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Common stock, par value $0.033 per share
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(2)(3)
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(2)(3)
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(2)(3)(4)
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Preferred Stock
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(2)(3)
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(2)(3)
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(2)(3)(4)
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Debt Securities
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(2)(3)
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(2)(3)
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(2)(3)(4)
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Rights
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(2)(3)
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(2)(3)
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(2)(3)(4)
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Warrants
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(2)(3)
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(2)(3)
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(2)(3)(4)
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Total
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$250,000,000
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$29,050(4)(5)
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(1)
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Previously paid in connection with the original filing of this Registration Statement No. 333-203140.
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(2)
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Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3.
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(3)
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An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may be issued at indeterminate prices from time to time. The aggregate maximum offering price of all securities issued pursuant to this Registration Statement shall not exceed $250,000,000. The securities registered include unspecified amounts and numbers of securities that may be issued upon conversion of or exchange for securities that provide for conversion or exchange or pursuant to the anti-dilution provisions of any such securities. Separate consideration may or may not be received for securities issuable upon exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), the securities being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the registered securities as a result of stock splits, stock dividends, recapitalizations, or similar transactions.
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(4)
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Pursuant to Rule 457(o) under the Securities Act, which permits the registration fee to be calculated on the basis of the maximum offering price, the table does not specify the amount to be registered or the proposed maximum offering price per share.
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(5)
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Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 under the Securities Act. The registration fee has been previously paid.
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Securities and Exchange Commission registration fee
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$ | 29,050 | ||
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Accounting fees and expenses
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* | |||
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Legal fees
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NYSE Listing Fees
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Printing and engraving
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Miscellaneous
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Total
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$ | * |
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*
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Estimated fees and expenses are not presently known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate fees and expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement.
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·
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for breach of duty of loyalty;
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·
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for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
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under Section 174 of the DGCL (unlawful dividends); or
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·
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for transactions from which the director derived improper personal benefit.
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(i)
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Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(ii)
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Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
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The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act. |
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(d)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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CELADON GROUP, INC.
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By:
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/s/ Paul A. Will
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Paul A. Will
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Paul A. Will
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President, Chief Executive Officer, and Director
(Principal Executive Officer)
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May 22, 2015
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Paul A. Will
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/s/ Leslie A. Tarble
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Vice President, Treasurer, and Principal Financial Officer
(Principal Financial Officer)
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May 22, 2015
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Leslie A. Tarble
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| /s/ Bobby Peavler |
Vice President and Principal Accounting Officer
(Principal Accounting Officer)
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May 22, 2015
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Bobby Peavler
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/s/ Stephen Russell, by Paul A. Will, as Attorney-in-Fact, pursuant to a Power of Attorney previously filed with the SEC
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Chairman of the Board
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May 22, 2015
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Stephen Russell
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/s/ Catherine Langham
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Director
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May 22, 2015
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Catherine Langham
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/s/ Michael Miller
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Director
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May 22, 2015
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Michael Miller
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/s/ Robert Long
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Director
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May 22, 2015
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Robert Long
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Exhibit No.
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Exhibit Description
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1*
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Form of Underwriting Agreement.
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4.1
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Amended and Restated Certificate of Incorporation of the Company. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2005, filed with the SEC on January 30, 2006.)
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4.2
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Amended and Restated Bylaws of the Company. (Incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q filed with the SEC on January 31, 2008.)
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4.3
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Certificate of Designation for Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10K for the fiscal year ended June 30, 2000, filed with the Commission on September 28, 2000).
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4.4
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Form of Indenture (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-3, File No. 333-203140, filed with the Securities and Exchange Commission on March 31, 2015).
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4.5*
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Form of Debt Securities.
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4.6*
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Form of Rights Agreement.
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4.7*
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Form of Warrant Agreement.
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5
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Opinion of Scudder Law Firm, P.C., L.L.O. (incorporated by reference to Exhibit 5 to the Company's Registration Statement on Form S-3, File No. 333-203140, filed with the Securities and Exchange Commission on March 31, 2015).
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23.1
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Consent of Scudder Law Firm, P.C., L.L.O. (included as part of Exhibit 5 to the Company's Registration Statement on Form S-3, File No. 333-203140, filed with the Securities and Exchange Commission on March 31, 2015).
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23.2**
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Consent of BKD, LLP, Independent Registered Public Accounting Firm.
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23.3**
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Consent of KPMG LLP, Independent Registered Public Accounting Firm.
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24
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Power of Attorney (included on the signature pages to the Company’s Registration Statement on Form S-3, File No. 333-203140, filed with the Securities and Exchange Commission on March 31, 2015).
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25.1 †
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Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.
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