UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Rush Enterprises, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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74-1733016
(I.R.S Employer Identification No.) |
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555 IH 35 South
New Braunfels, Texas
(Address of Principal Executive Offices)
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78130
(Zip Code) |
Rush Enterprises, Inc. 2007 Long-Term Incentive Plan
(Full title of the plan)
Steven L. Keller
Vice President and Chief Financial Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, Texas 78130
(830) 626-5200
Copies to:
Daryl L. Lansdale, Jr.
Fulbright & Jaworski L.L.P.
300 Convent Street, Suite 2200
San Antonio, TX 78205
(210) 270-9367
(Name, address, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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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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CALCULATION OF REGISTRATION FEE
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Proposed maximum |
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Title of securities to be |
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Amount to be |
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offering price |
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Proposed maximum |
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Amount of |
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registered |
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registered (1) |
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per share (2) |
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aggregate offering price (2) |
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registration fee (2) |
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Class A Common Stock,
$.01 par value per share
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2,000,000 shares
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12.845 |
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25,690,000 |
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1,832 |
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This Registration Statement also covers an additional indeterminable number of shares as may
be required pursuant to the Rush Enterprises, Inc. 2007 Long-Term Incentive Plan in the event
of a stock dividend, stock split, recapitalization, exchange of shares or other similar change
in Rush Enterprises, Inc.’s (the “Company”) Class A common stock, par value $0.01 per share
(the “Class A Common Stock”). |
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Estimated solely for the purpose of calculating the registration fee and is based on the
average of high and low prices of the Class A Common Stock, on
the NASDAQ Global Select Market on
July 19, 2010, in accordance with Rule 457(c) and (h) of the Securities Act of 1933, as
amended (the “Securities Act”). |
EXPLANATORY NOTE
This registration statement on Form S-8 (this “Registration Statement”) is filed by Rush
Enterprises, Inc. (the “Company”) to register an additional 2,000,000 shares of Class A Common
Stock that may be issued under the Rush Enterprises, Inc. 2007 Long-Term Incentive Plan (the
“Plan”). These shares are in addition to the 2,550,000 shares of Class A Common Stock and 450,000
shares of the Company’s Class B common stock (as adjusted for the 3-for-2 stock split effected on
October 10, 2007) that may be issued under the Plan pursuant to the Company’s registration
statement on Form S-8 (Registration No. 333-144821), filed with the Securities and Exchange
Commission (the “Commission”) on July 24, 2007 (the “Prior Registration Statement”). Pursuant to
General Instruction E to Form S-8, the contents of the Prior Registration Statement are
incorporated by reference into this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The Company is subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports and other
information with the Commission. The following documents, or portions thereof, filed by the
Company with the Commission pursuant to the Exchange Act, are incorporated by reference in this
Registration Statement:
(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009,
filed on March 12, 2010, File No. 000-20797;
(2) The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010,
filed on May 10, 2010, File No. 000-20797;
(3) The Company’s Current Reports on Form 8-K filed on March 10, March 25, May 21, May 26, and
June 18, 2010, File No. 000-20797;
(4) 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 Company’s last Annual Report on Form 10-K referred to in (1)
above; and
(5) The description of the Class A Common Stock contained in the Company’s Form 8-A, filed on
July 9, 2002, including all amendments and reports filed for the purpose of updating such
description, File No. 000-20797.
In addition to the foregoing, all documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment that (i) indicates that all securities offered under this
Registration Statement have been sold, or (ii) deregisters all securities then remaining unsold
under this Registration Statement, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part of this Registration Statement from the date of filing of
such documents.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 New Braunfels, State of Texas, on July 20, 2010.
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Rush Enterprises, Inc.
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By: |
/s/ Steven L. Keller
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Steven L. Keller |
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Vice President and Chief Financial Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints W.M. “RUSTY” RUSH and STEVEN L. KELLER, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments, exhibits thereto and other documents in connection therewith) to this
Registration Statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith (including any registration statement relating to this Registration Statement
and filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the “Securities
Act”)), with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent,
and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or
either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.