UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Soliciting Material Pursuant to Section 240.14a-12
P.A.M. TRANSPORTATION SERVICES, INC.
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SEC 1913 (02-02)
P.A.M. TRANSPORTATION SERVICES, INC.
297 WEST HENRI DETONTI BOULEVARD
TONTITOWN, ARKANSAS 72770
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To our Stockholders:
The 2006 annual meeting of stockholders of P.A.M. Transportation Services,
Inc., a Delaware corporation, will be held at The Ritz-Carlton, Naples, 280
Vanderbilt Beach Road, Naples, Florida 34108, on Wednesday, May 24, 2006 at 9:00
a.m. local time. The meeting is being held for the purpose of considering and
voting on the following matters:
(1) Increasing the size of the Board of Directors from eight members
to nine members.
(2) Electing nine directors (or eight directors, if agenda item (1) is
not approved) to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified.
(3) Amending Section 2 of Article II of the Bylaws to authorize the
Board of Directors, in addition to the stockholders, from time to time to
establish the number of directors that constitute the full Board of
Directors.
(4) Approval of the 2006 Stock Option Plan.
(5) To conduct such other business as may properly come before the
meeting or any adjournment or postponement of the meeting.
Only stockholders of record as of the close of business on April 6, 2006
will be entitled to notice of and to vote at the meeting or any adjournment or
postponement of the meeting.
By Order of the Board of Directors
-s- Robert W. Weaver
ROBERT W. WEAVER
President and Chief Executive Officer
April 19, 2006
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO
COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING RETURN
ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED WITHIN THE UNITED STATES.
P.A.M. TRANSPORTATION SERVICES, INC.
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ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2006
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement and form of proxy, which are first being mailed to
stockholders on or about April 19, 2006, are furnished in connection with the
solicitation of proxies on behalf of our Board of Directors, for use at our
annual meeting of stockholders to be held at The Ritz-Carlton, Naples, 280
Vanderbilt Beach Road, Naples, Florida 34108, on Wednesday, May 24, 2006 at
9:00 a.m., local time, and at any or all adjournments or postponements of the
meeting. The address of our principal executive offices is 297 West Henri
DeTonti Boulevard, Tontitown, Arkansas 72770 and our telephone number is
(479) 361-9111.
We are paying the costs of this solicitation. We have retained The Altman
Group, Inc., 1200 Wall Street West, Lyndhurst, New Jersey 07071 to aid in the
solicitation of proxies. For these services, we have agreed to pay The Altman
Group a fee of approximately $7,500 and reimburse it for certain out-of-pocket
disbursements and expenses. Our directors, officers or other employees may,
without compensation, other than their regular compensation, solicit proxies by
further mailing or personal conversation, or by telephone, facsimile or
electronic means. We will reimburse brokerage houses and other custodians,
nominees and fiduciaries for their out-of-pocket expenses for forwarding
soliciting material to the beneficial owners of our common stock.
Any proxy given pursuant to this solicitation may be revoked by any
stockholder who attends the meeting and gives oral notice of his or her election
to vote in person, without compliance with any other formalities. In addition,
any proxy given pursuant to this solicitation may be revoked prior to the
meeting by delivering to the Secretary of PTSI an instrument revoking it or a
duly executed proxy for the same shares bearing a later date. Proxies that are
returned properly executed and not revoked will be voted in accordance with the
stockholder's directions specified in the proxy. Where no direction is
specified, proxies will be voted FOR all of the proposals and the election of
each of the nine nominees for director listed in this proxy statement.
Abstentions and broker non-votes will not be counted as votes in favor of
or against any proposal, though they will be counted in determining whether a
quorum is present. With respect to any proposal other than the election of
directors, abstentions will have the effect of a vote against the proposal. For
each proposal, broker non-votes will not be counted as shares represented at the
meeting and entitled to vote. With respect to the proposal to amend the Bylaws,
broker non-votes will have the effect of a vote against the proposal.
Only stockholders of record at the close of business on the record date of
April 6, 2006 will be entitled to notice of and to vote at the annual meeting
and any adjournments or postponements of the annual meeting. As of April 6,
2006, there were 10,291,607 shares of our common stock outstanding. Each share
of common stock issued and outstanding on the record date is entitled to one
vote.
AGENDA ITEM 1
PROPOSAL TO INCREASE THE SIZE OF THE BOARD OF DIRECTORS TO NINE DIRECTORS
Our Bylaws provide that the number of members of our Board of Directors
shall be established from time to time by our stockholders. The number of
members of the Board is presently fixed at eight. The Board recommends that
stockholders adopt a resolution at the annual meeting increasing the Board to
nine members. The Board believes that the addition of one new director will have
several advantages. The Board has identified a new candidate for service on the
Board who has knowledge and experience that the Board believes would be
beneficial to us. The Board also believes that the new candidate would qualify
as an independent director, and meet the additional independence criteria
required for service on the Audit Committee of the Board. Having an additional
independent director would increase the number and proportion of independent
directors on our Board, and provide
an additional director who would be available for service on the Audit Committee
and other Board committees requiring independent directors. A larger Board may
also bring to Board meetings additional ideas and views for consideration.
The vacancy that will be created in the Board if this proposal is adopted
will be filled at the annual meeting. The Board of Directors has nominated
Christopher L. Ellis for election to the Board as a new director at the annual
meeting, and information regarding Mr. Ellis appears below under the heading
"Election of Directors."
The proposal to increase the size of the Board requires the affirmative
vote of holders of a majority of the shares represented at the annual meeting in
person or by proxy and entitled to vote on the proposal.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" INCREASING THE SIZE
OF THE BOARD OF DIRECTORS TO NINE DIRECTORS.
AGENDA ITEM 2
ELECTION OF DIRECTORS
Members of the Board of Directors are elected annually to serve until the
next annual meeting of stockholders or until their successors are elected and
qualified. Directors are elected by a plurality of the votes of shares present
in person or represented by proxy at the meeting and entitled to vote on the
election of directors.
The following eight individuals have been nominated by the Board of
Directors for re-election to the Board of Directors:
Frederick P. Calderone, age 55, has served as a Vice President of CenTra,
Inc. for the past 16 years. CenTra is a transportation holding company
headquartered in Warren, Michigan. Prior to joining CenTra, Mr. Calderone was a
partner with Deloitte, Haskins, & Sells, Certified Public Accountants (now
Deloitte & Touche LLP). Mr. Calderone is a certified public accountant and an
attorney. Mr. Calderone has served as a director of PTSI since May 1998.
Frank L. Conner, age 56, has served as Executive Vice President, Finance
and Accounting and Chief Financial Officer of FedEx Freight East (formerly
American Freightways, Inc.) since February 2001. Mr. Conner previously served as
a Director of American Freightways from 1989 to February 2001 and held various
positions with American Freightways, including serving as Executive Vice
President-Finance and Accounting and Chief Financial Officer from November 1995
to February 2001. Mr. Conner previously served thirteen years with McKesson
Service Merchandise in various positions including General Manager and Chief
Financial Officer. Mr. Conner served seven years in public accounting with Peat,
Marwick & Mitchell prior to joining McKesson. Mr. Conner has served as a
director of PTSI since July 2002. Mr. Conner has also served as a member of the
Board of Directors of First Federal Bancshares of Arkansas, Inc. since September
2003.
Thomas H. Cooke, age 71, was employed by Ford Motor Company for 33 years
and has been retired since 1996. While at Ford, he served in various managerial
capacities, primarily finance and controller executive positions responsible for
financial analysis, financial controls, business plans, budget development,
accounting, and auditing in Ford's Product Development Group, several
manufacturing divisions, an overseas affiliate, and Finance Staff. During his
last three years at Ford, Mr. Cooke served as Global Manager of Customs
Compliance and Analysis in the Transportation and Logistics Office. He holds an
MBA in Finance from the University of California at Berkeley. Mr. Cooke has
served as a director of PTSI since July 2002.
Manuel J. ("Matty") Moroun, 78, is the President and Chief Executive
Officer of CenTra, Inc., a transportation holding company headquartered in
Warren, Michigan. Mr. Moroun has been a principal stockholder and officer of
CenTra and its predecessor companies since 1954, and its Chief Executive Officer
since 1970. CenTra is one of the largest privately held transportation holding
companies in the United States. Mr. Moroun has served as a director of PTSI
since May 2002. Mr. Moroun is the father of Matthew T. Moroun, a director of
PTSI who has been nominated for re-election at the annual meeting. Mr. Moroun
has also served as a member of the Board of Directors of Universal Truckload
Services, Inc. since November 2004.
Matthew T. Moroun, age 33, has served as Vice Chairman and as a director of
CenTra, Inc., a transportation holding company based in Warren, Michigan, since
1993. Since 1996, Mr. Moroun has served as Chairman of
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insurance holding company, Oakland Financial Corporation, and its subsidiaries,
which are based in Sterling Heights, Michigan. Since 1995, Mr. Moroun has served
as Chairman of the Board of Durarock Reinsurance, Ltd., a reinsurance company.
Mr. Moroun has served as a director of PTSI since May 1992. Mr. Moroun is the
son of Manuel J. Moroun, a director of PTSI who has been nominated for
reelection at the annual meeting. Mr. Moroun has also served as a member of the
Board of Directors of Universal Truckload Services, Inc. since November 2004.
Daniel C. Sullivan, age 65, has been a practicing attorney, specializing in
transportation law for more than 38 years. Mr. Sullivan has been a principal
with the firm of Sullivan, Hincks & Conway, or its predecessor, presently
located in Oak Brook, Illinois, since 1972. Mr. Sullivan has served as a
director of PTSI since June 1986. Mr. Sullivan has also served as a member of
the Board of Directors of Universal Truckload Services, Inc. since November
2004.
Robert W. Weaver, age 56, is one of our co-founders. He has over 20 years
of experience with our company and has served as our President and Chief
Executive Officer since 1990. Mr. Weaver has served as a director of PTSI since
1990.
Charles F. Wilkins, age 67, retired in January 1995 after 34 years of
employment with Ford Motor Company, and from January 1995 to January 2005 was
self-employed as a logistics consultant. He served in various positions with
Ford Motor Company in transportation management, including three years of
service as Traffic Manager in Europe. Mr. Wilkins retired from the position of
Director, Transportation and Traffic Office, in which he had served since 1990.
Mr. Wilkins has been a member of the National Motor Carrier Advisory Committee
of the Federal Highway Administration and was previously active in the National
Industrial Transportation League as Chairman of the Audit Committee and Third
Vice Chairman. Mr. Wilkins has served as a director of PTSI since June 1995.
Subject to the approval of the proposal to increase the size of the Board
from eight members to nine members, the following individual is also nominated
for election as a director at the annual meeting:
Christopher L. Ellis, age 61, retired in 2004 after serving as Senior Vice
President and Chief Financial Officer of USF Corporation for 14 years. USF
Corporation provided supply chain management services, including less than
truckload trucking, logistics, freight forwarding, and truckload trucking. Prior
to that he served for six years as Vice President and Chief Financial Officer of
TNT North America, which included the business of USF Corporation before it was
spun off from TNT North America. Mr. Ellis holds an MBA from The Wharton School
of Business at the University of Pennsylvania.
Proxies received will be voted for the director nominees named above,
unless authority to do so is withheld. In the event any nominee is unable or
declines to serve as a director at the time of the meeting, the persons named as
proxies will have discretionary authority to vote the proxies for the election
of such person or persons as may be nominated in substitution by the Board of
Directors. We are not aware of any current circumstances that would render any
nominee named above unable to serve if elected.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED ABOVE.
INDEPENDENCE OF DIRECTORS
Rules of the Nasdaq Stock Market require that a majority of the Board of
Directors be independent directors, as defined in Nasdaq Rule 4200(a)(15). In
March of 2006, we reviewed the independence of our directors. During this
review, the Board of Directors considered transactions and relationships between
each director or any member of his family, and PTSI and its subsidiaries. As a
result of this review, the Board of Directors has determined that each of the
directors, including those nominated for election at the annual meeting, are
independent under Nasdaq Rule 4200(a)(15), except Mr. Weaver who is not
considered independent because of his employment as an executive officer of
PTSI.
COMMUNICATIONS WITH DIRECTORS AND ATTENDANCE AT ANNUAL MEETINGS
Stockholders may communicate directly with the Board of Directors as a
group, by writing to the Board of Directors, care of the Secretary of PTSI, 297
West Henri DeTonti Boulevard, Tontitown, Arkansas 72770. The
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Secretary will review all of the correspondence and regularly forward to the
Board of Directors a summary of the correspondence, and copies of all of the
correspondence that, in his opinion, deals with the functions of the Board of
Directors or any of its committees or that the Secretary otherwise determines
requires the attention of the Board of Directors. Directors may at any time
review a log of all of the correspondence that is addressed to the Board of
Directors, and request copies of any and all of the correspondence.
The Board of Directors has a policy of encouraging members of the Board of
Directors to attend the annual meetings of the stockholders. All eight of our
directors attended last year's annual meeting.
COMMITTEES OF THE BOARD AND MEETINGS
Our Board of Directors has the following standing committees:
Audit Committee. The members of the Audit Committee consist of Thomas H.
Cooke (committee chairman), Frank L. Conner and Charles F. Wilkins. The
functions of the Audit Committee are described below under the heading "Audit
Committee Report." The Board of Directors has determined that Mr. Conner and Mr.
Cooke, who are members of the Audit Committee, are each qualified as an audit
committee financial expert as that term is defined in the rules of the
Securities and Exchange Commission. Mr. Conner and Mr. Cooke are independent, as
independence for audit committee members is defined in the listing standards of
the Nasdaq Stock Market and the rules of the Securities and Exchange Commission.
The Audit Committee held seven meetings during 2005.
Compensation and Stock Option Committee. The Compensation and Stock Option
Committee consists of Matthew T. Moroun (committee chairman), Frederick P.
Calderone and Daniel C. Sullivan. Each member of the Compensation and Stock
Option Committee is independent, as independence for compensation committee
members is defined in the listing standards of the Nasdaq Stock Market. The
Compensation and Stock Option Committee reviews and makes recommendations to the
Board of Directors with respect to compensation of our executive officers and
assists the Board of Directors in the administration of our stock option and
incentive compensation plans. The Compensation and Stock Option Committee held
one meeting during 2005.
Executive Committee. The Executive Committee is composed of Matthew T.
Moroun and Robert W. Weaver. It exercises the authority of the Board of
Directors in accordance with our Bylaws between regular meetings of the Board.
The Executive Committee did not meet during 2005.
The Board of Directors does not have a nominating committee that nominates
candidates for election to the Board of Directors. That function is performed by
the Board of Directors. Each member of the Board participates in the
consideration of director nominees. The Board of Directors believes that it can
adequately fulfill the functions of a nominating committee without having to
appoint an additional committee to perform that function. The Board of Directors
believes that not having a separate nominating committee saves the
administrative expense that would be incurred in maintaining such a committee,
and saves time for directors who would serve on a nominating committee if it
were established. As there is no nominating committee, we do not have a
nominating committee charter.
At least a majority of our independent directors participate in the initial
consideration of director nominees. These directors are independent, as
independence for nominating committee members is defined in the listing
standards of the Nasdaq Stock Market. After these independent directors discuss
and evaluate potential nominees, they recommend director nominees to the full
Board of Directors for selection.
The Board of Directors will consider as potential nominees persons
recommended by stockholders. Recommendations should be submitted to the Board of
Directors in care of our Secretary, Larry J. Goddard, at our principal executive
office, 297 West Henri DeTonti Boulevard, Tontitown, Arkansas 72770. Each
recommendation should include a personal biography of the suggested nominee, an
indication of the background or experience that qualifies the person for
consideration, and a statement that the person has agreed to serve if nominated
and elected.
The Board of Directors has used an informal process to identify potential
candidates for nomination as directors. Candidates for nomination have been
recommended by an executive officer or director, and considered by the Board of
Directors. Generally, candidates have been known to one or more of the Board
members. The Board of Directors has not adopted specific minimum qualifications
that it believes must be met by a person it recommends for nomination as a
director. In evaluating candidates for nomination, the Board of Directors will
consider the
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factors it believes to be appropriate, which would generally include the
candidate's independence, personal and professional integrity, business
judgment, relevant experience and skills, including those related to
transportation services, and potential to be an effective director in
conjunction with the rest of the Board of Directors in collectively serving the
long-term interests of our stockholders. Although the Board of Directors has the
authority to retain a search firm to assist it in identifying director
candidates, there has to date been no need to employ a search firm. The Board of
Directors does not evaluate potential nominees for director differently based on
whether they are recommended to the Board of Directors by a stockholder.
During 2005, the Board of Directors held four meetings. Each director
attended at least 75% of the aggregate of all meetings held by the Board of
Directors and by committees of the Board on which the director served during
2005.
AUDIT COMMITTEE REPORT
Each member of the Audit Committee is independent, as independence for
audit committee members is defined in the listing standards of the Nasdaq Stock
Market and the rules of the Securities and Exchange Commission. The Audit
Committee's primary purpose is to assist the Board of Directors in overseeing:
- the accounting and financial reporting process;
- audits of financial statements; and
- internal control and audit functions.
In carrying out its responsibilities, the Audit Committee supervises the
relationship between us and our independent auditors, including having direct
responsibility for their appointment, compensation and retention, reviewing the
scope of their audit services, and approving audit and permissible non-audit
services. The Audit Committee reviews and discusses the annual and quarterly
financial statements, and reviews the activities of our internal audit function.
The Board of Directors has adopted a charter for the Audit Committee. A
copy of the charter is available on our website (www.pamt.com).
Management has the primary responsibility for the financial statements and
the reporting process, including our systems of internal controls. In fulfilling
its oversight responsibilities, the Audit Committee reviewed the audited
financial statements for the year ended December 31, 2005 with management,
including a discussion of the quality and the acceptability of our internal
controls over financial reporting.
The Audit Committee reviewed with the company's Independent Registered
Public Accounting Firm, Grant Thornton LLP ("Grant Thornton"), who is
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, its
judgments as to the quality and the acceptability of our financial reporting and
such other matters as are required to be discussed with the Audit Committee
under standards of the Public Company Accounting Oversight Board (United
States), including the matters required to be discussed pursuant to Statement on
Auditing Standards No. 61 (Communications with Audit Committees). The Audit
Committee also reviewed with Grant Thornton its opinion on management's
assessment included in management's report on internal control over financial
reporting, and its opinion on the effectiveness of the company's internal
control over financial reporting. In addition, the Audit Committee has discussed
with Grant Thornton the auditors' independence from management and us, including
the matters in the auditors' written disclosures required by the Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
The Audit Committee has considered the compatibility of the provision of non-
audit services with maintaining the auditors' independence.
The Audit Committee also discussed with our internal and external auditors
the overall scope and plans for their respective audits. The Audit Committee
meets periodically with the internal and external auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of our internal controls, and the overall quality of our financial
reporting.
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In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2005 for filing with the Securities and Exchange Commission.
Audit Committee
Thomas H. Cooke -- Chairman
Frank L. Conner
Charles F. Wilkins
The information in the Audit Committee Report shall not be deemed to be
soliciting material, or be filed with the Securities and Exchange Commission or
subject to Regulation 14A or 14C or to liabilities of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by
reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate
these paragraphs by reference.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers and persons who own more than 10% of our outstanding
common stock to file with the Securities and Exchange Commission reports of
changes in ownership of our common stock held by such persons. Executive
officers, directors and greater than 10% stockholders are also required to
furnish us with copies of all forms they file under this regulation. To our
knowledge, based solely on a review of the copies of such reports furnished to
us and representations received from our directors and officers, we believe that
all reports required to be filed under Section 16(a) for 2005 were timely filed,
except that our director and major stockholder, Matthew Moroun, filed one report
on Form 4 late, relating to the exercise of a stock option.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid to or accrued on behalf of each of the named executive
officers for the years ended December 31, 2005, 2004 and 2003.
SUMMARY COMPENSATION TABLE
ANNUAL LONG TERM
COMPENSATION COMPENSATION
----------------- ------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS (#) COMPENSATION(1)
--------------------------- ---- -------- ------- ------------ ---------------
Robert W. Weaver.................... 2005 $450,000 $35,354 0 $ 0
President and Chief Executive 2004 447,500 0 0 0
Officer, Director 2003 422,500 29,117 0 3,000
W. Clif Lawson...................... 2005 244,000 19,170 0 2,600
Executive Vice President and 2004 239,000 0 0 2,700
Chief Operating Officer 2003 229,000 15,845 0 2,600
Larry J. Goddard.................... 2005 205,000 16,106 0 3,075
Vice President of Finance, 2004 195,000 0 0 3,055
Chief Financial Officer, Secretary 2003 185,000 13,204 0 2,787
and Treasurer
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(1) Represents amounts contributed by PTSI pursuant to its 401(k) Plan.
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EMPLOYMENT AGREEMENT
Robert W. Weaver. On January 19, 2005, we entered into a new employment
agreement with Mr. Weaver, our President and Chief Executive Officer. The new
employment agreement replaced the employment agreement between us and Mr. Weaver
dated February 26, 2002 that provided for an employment term of July 1, 2002
through June 30, 2005. The new employment agreement provides for a term of
employment for Mr. Weaver from July 1, 2004 through June 30, 2006. Mr. Weaver's
new employment agreement provides him with an annual base salary of $450,000.
The employment agreement gives us the option to extend the term of Mr. Weaver's
employment for two additional years, one year at a time; and provides for annual
base compensation of $500,000 during any extension. The employment agreement
provides for payment to Mr. Weaver of compensation for 12 months in the event
that we terminate his employment because of disability, or without just cause
(as defined in the employment agreement). In the event that we terminate Mr.
Weaver's employment for just cause, or Mr. Weaver terminates his employment, we
are not obligated to make any severance payments. The employment agreement
precludes Mr. Weaver from competing with, or soliciting or retaining business
competitive with, our business or that of our affiliates, for one year after his
employment ends with us. He is also precluded from soliciting employees to leave
our employment. The employment agreement contains provisions providing for the
reimbursement of Mr. Weaver's reasonable and necessary expenses that he incurs
in the performance of his duties, and with fringe benefits that we provide for
employees in the normal course of our business. The employment agreement
contains provisions requiring Mr. Weaver to maintain the confidentiality of our
proprietary information.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2005, Messrs. Calderone, Matthew Moroun and Sullivan served as
members of the Compensation and Stock Option Committee. Matthew Moroun, a member
of the Compensation and Stock Option Committee and the Executive Committee of
the Board of Directors, and our largest stockholder, is the controlling
stockholder, Vice Chairman and a director of CenTra, Inc., a transportation
holding company based in Warren, Michigan. He is also the Chairman and
controlling stockholder of Oakland Financial Corporation, an insurance holding
company, and its subsidiaries, based in Sterling Heights, Michigan. Our
director, Manuel Moroun, is the President and Chief Executive Officer of CenTra,
and controls a trust that is the other major stockholder of CenTra. He is also a
stockholder of Oakland Financial Corporation.
During 2005, certain subsidiaries of CenTra paid us a total of $1,510,593.
These payments represent freight transportation charges of $51,982, maintenance
services performed in our maintenance facilities and maintenance charges paid by
us to third parties on behalf of the subsidiaries and affiliates of CenTra and
charged back at the amount of $1,458,611.
During 2005, we made payments to certain subsidiaries of CenTra and other
companies owned or controlled by our directors, Manuel Moroun and Matthew
Moroun, in the aggregate amount of $3,712,167. These payments are described
below.
Payments were made to a subsidiary of CenTra in the amount of $268,898 for
real estate leases. Properties leased from the subsidiary include office and
maintenance facilities in two states, and trailer drop yards in eight states.
The leases are generally month to month leases with automatic monthly renewal
provisions.
Property is also leased from an affiliate of CenTra that is used for
trailer drop yards. Payments were made to the affiliate in the amount of $6,000
during 2005 and represent lease payments made in accordance with lease
agreements that contain automatic monthly renewal provisions.
Payments in the amount of $317,942 were made to a subsidiary of CenTra
during 2005. These payments to the subsidiary were for parts and labor charges
incurred to repair our equipment.
Payments in the amount of $50,603 were made to a subsidiary of CenTra for
the transportation of freight.
We made payments to subsidiaries of Oakland Financial Corporation during
2005 in the amount of $127,348 for insurance premiums paid pursuant to
agreements to provide insurance coverage to certain of our independent
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contractors. Underlying agreements are made directly with the independent
contractors. The full amount of these payments to the subsidiaries of Oakland
Financial Corporation is recouped by us from the independent contractors.
We purchase physical damage coverage on our tractors and trailers through
an unaffiliated insurance broker which is written by a subsidiary of Oakland
Financial Corporation. In 2005, we made payments related to these policies in
the amount of $2,074,219.
We purchase commercial auto and general liability insurance issued by an
unaffiliated insurance company. A subsidiary of Oakland Financial Corporation
serves as third-party administrator for this insurance. In 2005, the subsidiary
received $225,000 from the unaffiliated insurance company for handling the
claims under this program. Under the commercial auto liability policy, the
subsidiary adjusts the claims (which are subject to a $2,500 deductible) and
remits the full amounts of the settlements to the claimants. The subsidiary
invoices us for the $2,500 deductible amount, for which we paid a total of
$867,157 in 2005.
We believe that each of the above transactions was entered into on terms as
favorable to us as could have been obtained from unaffiliated third parties at
the time such transactions were negotiated. We expect to continue transactions
with subsidiaries of CenTra and other companies owned or controlled by our
directors, Manuel Moroun and Matthew Moroun, in 2006 that are similar to those
described above.
OPTION GRANTS IN 2005
No options were granted to any of our executive officers named in the
Summary Compensation Table during the year ended December 31, 2005.
AGGREGATED STOCK OPTION EXERCISES IN 2005 AND YEAR-END OPTION VALUES
The following table provides information on the exercise of stock options
during the year ended December 31, 2005 by the named executive officers and the
value of unexercised options at December 31, 2005.
NUMBER OF SHARES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
ACQUIRED ON VALUE OPTIONS AT 12/31/05 MONEY OPTIONS AT 12/31/05
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ----------- -------- ------------------------- ----------------------------
Robert W. Weaver............. 0 N/A 56,000/32,000 $0/$0
W. Clif Lawson............... 0 N/A 42,000/24,000 0/ 0
Larry J. Goddard............. 0 N/A 42,000/24,000 0/ 0
--------
(1) As of December 31, 2005, none of the options were "in-the-money" as the
exercise price for each of the options exceeded the market value of the
common stock underlying the option.
EQUITY PLAN COMPENSATION INFORMATION
The following table summarizes information, as of December 31, 2005,
relating to compensation plans under which equity securities of PTSI are
authorized for issuance.
NUMBER OF SECURITIES NUMBER OF SECURITIES REMAINING
TO BE ISSUED WEIGHTED AVERAGE AVAILABLE FOR FUTURE ISSUANCE
UPON EXERCISE OF EXERCISE PRICE OF UNDER EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, (EXCLUDING SECURITIES REFLECTED
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS IN COLUMN (A))
------------- -------------------- -------------------- -------------------------------
(A) (b) (c)
Equity compensation plans
approved by security
holders(1).................... 286,500 $22.22 263,500
Equity compensation plans not
approved by security holders.. 0 0 0
Total........................... 286,500 $22.22 263,500
--------
(1) These plans are the 1995 Stock Option Plan, as amended.
8
COMPENSATION OF DIRECTORS
For 2005, we paid our non-employee directors an annual retainer fee of
$8,000, and a fee of $1,500 per Board of Directors or committee meeting that
they attended in person, and $500 per Board of Directors or committee meeting
that they attended by telephone. Beginning January 1, 2006, the Board of
Directors increased the annual retainer fee for each non-employee director to
$10,000, and the fee for attending each meeting of the Board of Directors or any
of its committees to $1,800 for meetings that are attended in person, and $600
for each meeting attended by telephone. In addition, beginning January 1, 2006,
the Board of Directors established an additional annual retainer of $4,000 for
the chairman of the Audit Committee. When a director attends more than one
meeting on the same day, the director is generally paid only one meeting fee for
the day. We reimburse directors for the expenses they incur to attend meetings.
Pursuant to automatic grant provisions under our 1995 Stock Option Plan, on
March 2 of each year, each non-employee director has been granted an option to
purchase 2,000 shares of our common stock at an exercise price equal to the fair
market value of our stock on the date of grant. During 2005, options were
granted for 2,000 shares of common stock to each of Messrs. Calderone, Conner,
Cooke, Manuel Moroun, Matthew Moroun, Sullivan and Wilkins, who are our non-
employee directors. The exercise price under these options is $18.27 per share.
Due to the expiration of the 1995 Stock Option Plan, no options have yet been
granted to directors in 2006. If the stockholders approve the proposed 2006
Stock Option Plan described below under the heading "Proposal to Approve the
P.A.M. Transportation Services, Inc. 2006 Stock Option Plan," options for 2,000
shares of our common stock will be granted to each non-employee director on June
1, 2006, on March 2, 2007, and on each subsequent March 2 during the ten year
term of the new plan.
Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933 or the Securities Exchange Act of 1934
that might incorporate future filings, including this proxy statement, in whole
or in part, the following Report of the Compensation and Stock Option Committee
on Executive Compensation and the Stockholder Return Performance Graph shall not
be incorporated by reference into any such filings.
9
REPORT OF THE COMPENSATION AND STOCK OPTION
COMMITTEE ON EXECUTIVE COMPENSATION
In accordance with the proxy statement rules of the Securities and Exchange
Commission, the Compensation and Stock Option Committee of the Board of the
Directors offers the following report regarding compensation policies for our
executive officers and Chief Executive Officer with respect to compensation paid
to such officers during the last fiscal year.
During 2005, Messrs. Calderone, Matthew Moroun and Sullivan served as
members of the Compensation and Stock Option Committee. Each of them is a non-
employee director of PTSI. It is the Committee's responsibility to review and
make recommendations to the Board of Directors with respect to compensation of
PTSI's officers. In formulating its compensation policies and decisions, the
Committee endeavors to provide a competitive compensation package that enables
PTSI to attract and retain key executives and to integrate compensation programs
with PTSI's annual and long-term business strategies and objectives and focus
executive actions on the fulfillment of the objectives.
PTSI's executive compensation program generally consists of base salary and
annual incentive compensation through a cash bonus plan. Stock options are
utilized in order to align executives' interests more closely with the interests
of stockholders. The amount of such awards, if any, may be determined from time
to time by the Compensation and Stock Option Committee or the Board of
Directors.
Robert W. Weaver, PTSI's President and Chief Executive Officer, is
presently employed pursuant to an employment agreement that was entered into on
January 19, 2005 and covers the period of July 1, 2004 through June 30, 2006.
The terms of the employment agreement are described above under the caption
"Employment Agreement."
The Board of Directors has adopted an incentive compensation plan covering
substantially all of our office and shop employees, including executive
officers, which allows employees to earn annual bonuses, payable over a three-
year period, based on the operating ratio and revenues of the company. The Board
of Directors believes this program serves as an incentive to all participating
employees (currently approximately 315 employees) to give greater effort on
behalf of the company.
The Committee believes that the total compensation of the company's
executive officers has been competitive within the industry.
PTSI's future compensation policies will be developed in light of PTSI's
profitability and with the goal of rewarding members of management for their
contributions to the company's success. It is PTSI's intention that the
compensation to be paid to its executive officers will not exceed the present
maximum allowable amount for purposes of deductibility set forth in the Internal
Revenue Code.
Compensation and Stock Option Committee
Frederick P. Calderone
Matthew T. Moroun
Daniel C. Sullivan
10
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on our common stock against the
cumulative total return of the CRSP Total Return Index for the Nasdaq Stock
Market (U.S. companies) and the CRSP Total Return Index for the Nasdaq Trucking
and Transportation Stocks for the period of five years commencing December 31,
2000 and ending December 31, 2005. The graph assumes that the value of the
investment in our common stock and each index was $100 on December 31, 2000.
(PERFORMANCE GRAPH)
--------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 2005
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
PTSI $100.00 $157.89 $313.91 $266.29 $231.73 $221.52
--------------------------------------------------------------------------------------
Nasdaq Stock
Market U.S. $100.00 $ 79.32 $ 54.84 $ 81.99 $ 89.23 $ 91.13
--------------------------------------------------------------------------------------
Nasdaq Trucking &
Transportation
Stocks $100.00 $118.24 $120.35 $172.37 $220.96 $230.84
--------------------------------------------------------------------------------------
11
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 1, 2006, information concerning
ownership of our common stock by our directors, nominees as directors, and
executive officers, individually, our directors and executive officers, as a
group, and by each stockholder known by us to be the beneficial owner of more
than 5% of our outstanding common stock.
As of March 1, 2006, there were 10,291,607 shares of our common stock
outstanding. Unless otherwise indicated, each person has sole voting and
investment power with respect to shares shown as beneficially owned by such
person. The number of shares of our common stock beneficially owned by a person
includes shares of common stock issuable with respect to options held by the
person that are exercisable within 60 days of March 1, 2006. The percentage of
our common stock beneficially owned by a person has been calculated as if the
person had exercised all such options the person holds and that no other persons
exercised any options.
SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
---------------- ------------------ --------
Matthew T. Moroun................................... 4,585,186(1) 44.5%
Robert W. Weaver.................................... 330,428(2) 3.2%
Daniel C. Sullivan.................................. 28,000(3) *
Frederick P. Calderone.............................. 8,000(3) *
Frank L. Conner..................................... 8,000(4) *
Charles F. Wilkins.................................. 8,000(3) *
Thomas H. Cooke..................................... 6,000(4) *
Manuel J. Moroun.................................... 6,000(4) *
Christopher L. Ellis................................ 0 *
W. Clif Lawson...................................... 96,000(5) *
Larry J. Goddard.................................... 84,313(6) *
FMR Corp. .......................................... 1,342,506(7) 13.0%
Neil Gagnon......................................... 819,030(8) 8.0%
Directors and executive officers as a group (10
persons).......................................... 5,159,927(9) 49.2%
--------
* Less than 1%.
(1) Includes 1,485,186 shares owned directly, 8,000 shares subject to options
exercisable within 60 days of March 1, 2006, and 3,092,000 shares held in
a trust of which Matthew Moroun is a co-trustee and a beneficiary (the
"Moroun Trust"). Norman E. Harned is co-trustee with Matthew Moroun of the
Moroun Trust and may therefore also be deemed to beneficially own the
shares held by the Moroun Trust. The business address of each of Messrs.
Moroun and Harned is 12225 Stephens Road, Warren, Michigan 48091.
(2) Includes 56,000 shares subject to options that are exercisable within 60
days of March 1, 2006.
(3) Includes 8,000 shares subject to options that are exercisable within 60
days of March 1, 2006.
(4) Includes 6,000 shares subject to options that are exercisable within 60
days of March 1, 2006. Regarding Manuel Moroun, does not include the
4,585,186 shares shown in the table as being beneficially owned by Manuel
Moroun's son, Matthew Moroun.
(5) Includes 1,500 shares held in a trust of which Mr. Lawson is trustee and
his sister is the trust beneficiary, and 1,500 shares held by Mr. Lawson's
son. Also includes 42,000 shares subject to options that are exercisable
within 60 days of March 1, 2006.
(6) Includes 42,000 shares subject to options that are exercisable within 60
days of March 1, 2006.
(7) Based upon a Schedule 13G dated February 14, 2006 filed by FMR Corp., and
related parties, which indicates that as of December 31, 2005, they had
the sole power to dispose of 1,342,506 shares, and sole power to vote
421,300 of the shares. The Schedule 13G indicates that 881,606 of the
shares are held by the Fidelity Low Price Stock Fund, a registered
investment company, for which one of FMR Corp.'s subsidiaries acts as
12
investment adviser. We make no representation as to the accuracy or
completeness of the information reported. The address of FMR Corp. is 82
Devonshire Street, Boston, Massachusetts 02109.
(8) Based upon a Schedule 13G dated February 7, 2006 filed by Neil Gagnon,
which indicates that as of December 31, 2005, he had sole power to vote
308,259 of the shares, shared power to vote 141,825 of the shares, sole
power to dispose of 308,071 of the shares, and shared power to dispose of
510,959 of the shares. We make no representation as to the accuracy or
completeness of the information reported. The address of Neil Gagnon is
1370 Avenue of the Americas, Suite 2400, New York, New York 10019.
(9) Includes 190,000 shares subject to options that are exercisable within 60
days of March 1, 2006.
AGENDA ITEM 3
PROPOSAL TO AMEND THE BYLAWS TO AUTHORIZE
THE BOARD OF DIRECTORS, IN ADDITION TO THE STOCKHOLDERS,
TO ESTABLISH THE NUMBER OF
DIRECTORS CONSTITUTING THE FULL BOARD OF DIRECTORS
The first sentence of Section 2 of Article II of our Bylaws provides that
the number of directors constituting the full Board of Directors shall be not
less than three directors and not more than fifteen directors. This sentence
also provides that the precise number of directors constituting the full Board
shall be set from time to time by resolution of the stockholders.
The Board of Directors proposes that the first sentence of Section 2 of
Article II of our Bylaws be amended to allow not only the stockholders, but also
the Board of Directors, to select the precise number of directors that
constitute the full Board. Such selection would continue to be within the limits
presently set by the Bylaws, of not less than three directors and not more than
fifteen directors.
The proposed first sentence of Section 2 of Article II of our Bylaws, if
amended as proposed, would read as follows:
"The Board of Directors shall consist of not less than three (3) nor more
than fifteen (15) members, the precise number to be fixed by resolution of the
shareholders OR THE BOARD OF DIRECTORS from time to time." The highlighted text
shows the change to the sentence that would be implemented by the proposed
amendment. A copy of Section 2 of Article II of our Bylaws as presently in
effect, and with the proposed amendment to its first sentence, is set forth in
Appendix A to this proxy statement.
The purpose of the proposed amendment is to give the Board of Directors the
ability to increase the size of the Board from time to time, and add additional
directors when new director candidates are identified who have knowledge,
experience or other attributes that the Board believes would benefit PTSI,
without waiting for the next stockholders meeting, or putting PTSI to the
expense of a special meeting of stockholders just to increase the size of the
Board. The amendment would give the Board the flexibility to act more quickly to
add new directors, rather than postponing action until a stockholders meeting
occurs and the size of the Board is increased, after which a director candidate
previously under consideration may have accepted other commitments and no longer
be available to join our Board. The proposed Bylaw amendment would also give the
Board the ability to reduce the size of the Board without the expense or time
required for a stockholders meeting, if directors depart from the Board for
health reasons, or due to retirement or resignation, and another qualified
candidate is not then available to replace the departing director.
Pursuant to Section 2 of Article II of the Bylaws, the affirmative vote of
the holders of seventy-five percent or more of the outstanding shares of common
stock will be required to approve the proposed amendment to the Bylaws.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" AMENDING THE BYLAWS
TO AUTHORIZE THE BOARD OF DIRECTORS, IN ADDITION TO THE STOCKHOLDERS, TO
ESTABLISH THE NUMBER OF DIRECTORS CONSTITUTING THE FULL BOARD OF DIRECTORS.
13
AGENDA ITEM 4
PROPOSAL TO APPROVE THE
P.A.M. TRANSPORTATION SERVICES, INC.
2006 STOCK OPTION PLAN
On March 2, 2006, our Board of Directors adopted the 2006 Stock Option Plan
(the "2006 Plan") for eligible officers, directors and key employees of PTSI and
its subsidiaries and recommends that the stockholders vote for approval of the
2006 Plan. The 2006 Plan provides for the grant of both incentive and non-
qualified stock options. We estimate that there are currently approximately 50
officers and employees and seven non-employee directors eligible for
participation in the 2006 Plan.
The purpose of the 2006 Plan is to provide motivation for participating
directors, officers and key employees to remain in the employ of and to give a
greater effort on behalf of PTSI. A copy of the 2006 Plan is set forth in
Appendix B to this proxy statement. The 2006 Plan will replace our 1995 Stock
Option Plan that expired last year. Stock options currently outstanding under
the 1995 Stock Option Plan will remain outstanding in accordance with the terms
of that plan and the stock option agreements entered into under that plan.
DESCRIPTION OF 2006 PLAN
Effective Date. The effective date of the 2006 Plan is March 2, 2006. The
2006 Plan will remain in effect until all shares subject to the 2006 Plan or
that may become subject to it, have been purchased pursuant to options granted
under the 2006 Plan, provided that options under the 2006 Plan must be granted
within ten years from the effective date.
Shares Subject to the 2006 Plan. The shares of our common stock available
for issuance under the 2006 Plan may, at the election of the Board of Directors,
be either treasury shares or shares originally issued for such purpose. Subject
to certain anti-dilution and other adjustments, up to 750,000 shares will be
reserved and made available for issuance under the 2006 Plan. Any shares subject
to an option that for any reason expires or is terminated unexercised may again
be subject to an option under the 2006 Plan.
Persons Eligible to Participate in the 2006 Plan. Under the 2006 Plan,
options may be granted only to officers, directors, key employees and
consultants of PTSI and its subsidiaries. An incentive stock option may only be
granted to an employee.
Administration of the 2006 Plan. The 2006 Plan will be administered by the
Board of Directors or by a committee comprised of no fewer than two members
appointed by the Board of Directors from among its members (the "Committee").
Unless the Board of Directors determines otherwise, each member of the Committee
will be a "non-employee director" as that term is defined under Rule 16b-3 under
the Securities Exchange Act of 1934, and an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code (the "Code"). Subject to
the provisions of the 2006 Plan, the Board of Directors or the Committee has the
authority to determine the individuals to whom options will be granted and to
determine exercise prices, the number of shares covered by each option, vesting
requirements, and the terms and conditions of each option granted under the 2006
Plan. However, no person may be granted in any fiscal year of PTSI options to
purchase more than 100,000 shares under the 2006 Plan.
Exercise Price, Terms of Exercise and Payment for Shares. Each option
granted under the 2006 Plan will be represented by an option agreement that will
set forth the terms of the option, including the number of shares covered by the
option, the exercise price, the term of the option and any vesting requirements.
The exercise price for shares purchased upon exercise of an option will be
the market price of the shares on the day the option is granted, except in the
case of an incentive stock option granted to a 10% stockholder. For an incentive
stock option granted to a 10% stockholder, the option exercise price will be not
less than 110% of the market price on the day the option is granted. For
purposes of the 2006 Plan, market price per share means the average of the
highest and lowest sales prices for a share of our common stock on the Nasdaq
Stock Market (or any successor exchange or system that is the primary exchange
or system for trading our shares) on the date the option is granted. If for any
reason it is not practical for the market price to be determined from the
average of the highest and lowest sales prices as described above, it may be
determined by the Board of Directors or the Committee, acting in
14
good faith, under any method consistent with the Code or Treasury Regulations as
the Board of Directors or the Committee, in its discretion, selects and applies
at the time the option is granted. As of April 10, 2006, the market price of a
share of our common stock was $23.99.
Options may be exercised in whole or in part by the optionee, but in no
event later than ten years from the date of the grant. Any incentive stock
option granted under the 2006 Plan to a 10% stockholder may not be exercised
more than five years after the date of grant. The purchase price for the shares
will be paid in cash or shares of our common stock owned by the optionee for
more than six months, or a combination of both. Upon payment, we will deliver
stock certificates for such shares to the optionee.
Automatic Grant of Options to Non-Employee Directors. The 2006 Plan will
grant to our non-employee directors, without any action by the Board of
Directors or the Committee, an annual option to purchase 2,000 shares of common
stock. If the 2006 Plan is approved by the stockholders, the first annual grant
under the 2006 Plan will occur on June 1, 2006. In subsequent years, the annual
grant will occur on March 2, beginning March 2, 2007. The exercise price for the
2,000 shares covered by each annual grant will be the market price of the shares
on the date of grant. Each option granted to a non-employee director will be
exercisable from the date of grant until the date that is the fifth anniversary
of the date of grant, unless earlier terminated in accordance with the
provisions of the 2006 Plan. Options granted to non-employee directors under the
2006 Plan are required to conform to the terms of the 2006 Plan.
Termination of Service. In the event that a holder of an option granted
under the 2006 Plan ceases to be a director or employee of PTSI or any
subsidiary for any reason other than death or total and permanent disability,
any option or unexercised portion of an option, that is otherwise exercisable on
the date of such termination, shall expire three months from the date of such
termination, but in no event after the term provided in the option agreement.
Any options that are not exercisable on the date of such termination shall
immediately terminate.
Upon the death or total and permanent disability of the holder of an
option, any option or unexercised portion of an option that is otherwise
exercisable will expire within one year of the date of death or disability. Any
options that were not exercisable on the date of death or disability will be
immediately exercisable for a period of one year, but in no event after the term
provided in the option agreement.
Options granted under the 2006 Plan are exercisable during the lifetime of
the optionee only by the optionee. All options granted under the 2006 Plan are
non-transferable except by will or under the laws of descent and distribution.
Reorganization and Recapitalization. In case PTSI is merged or
consolidated with another corporation and PTSI is not the survivor, or in case
substantially all of the property or stock of PTSI is acquired by another
corporation, or in case of a separation, reorganization, recapitalization or
liquidation of PTSI, the Board of Directors of PTSI, or the Board of Directors
of any corporation assuming the obligations of PTSI, will either make
appropriate provision for the protection of any outstanding options, including
the substitution of appropriate stock of PTSI or of the merged, consolidated or
otherwise reorganized corporation that will be issuable in respect of the shares
of the common stock of PTSI, or upon written notice to the optionee, provide
that the option must be exercised within 60 days or it will be terminated.
In the event that dividends are payable in PTSI common stock or in the
event there are splits, subdivisions or combinations of shares of PTSI common
stock, the number of shares available under the 2006 Plan will be increased or
decreased proportionately, and the number and option exercise price of shares
deliverable upon the exercise of any option previously granted will be increased
or decreased proportionately.
Limitation on Number of Shares that may be Purchased. For options granted
under the 2006 Plan, the aggregate fair market value (determined at the time the
option was granted) of the shares with respect to which incentive stock options
are exercisable for the first time by an optionee during any calendar year shall
not exceed $100,000.
Amendment and Termination of the 2006 Plan. The Board of Directors or the
Committee may amend or terminate the 2006 Plan. However, except as provided in
the 2006 Plan, no amendment or termination may adversely affect any option then
in effect without the prior approval of the affected optionee. We are required
to
15
obtain stockholder approval of any amendment to the extent necessary to comply
with applicable laws, which include laws pertaining to the administration of
stock option plans under state corporate laws, federal and state securities
laws, the Code, and any stock exchange or quotation system on which our common
stock is listed or quoted.
With the consent of the affected optionee, the Board of Directors or the
Committee may amend outstanding option agreements in a manner consistent with
the 2006 Plan. Without the affected optionee's consent, the Board of Directors
may at any time and from time to time modify or amend option agreements as it
deems necessary in order that incentive stock options granted under the 2006
Plan will comply with the appropriate provisions of the Code and regulations
adopted under the Code, which are in effect from time to time regarding
incentive stock options.
FEDERAL INCOME TAX CONSEQUENCES
Incentive Stock Options. All options granted or to be granted under the
2006 Plan that are designated as incentive stock options are intended to be
incentive stock options as defined in Section 422 of the Code.
Under the provisions of Section 422 of the Code, neither the holder of an
incentive stock option nor PTSI will recognize income, gain, deduction or loss
upon the grant or exercise of an incentive stock option. An optionee will be
taxed only when the stock acquired upon exercise of his or her incentive stock
option is sold or otherwise disposed of in a taxable transaction. If at the time
of such sale or disposition the optionee has held the shares for the required
holding period (two years from the date the option was granted and one year from
the date of the transfer of the shares to the optionee), the optionee will
recognize long-term capital gain or loss, as the case may be, based upon the
difference between the exercise price and the net proceeds of the sale. However,
if the optionee disposes of the shares before the end of such holding period,
the optionee will recognize ordinary income on the disposition in an amount
equal to the lesser of:
(a) gain on the sale or other disposition; or
(b) the amount by which the fair market value of the shares on the
date of exercise exceeded the option exercise price, with any excess gain
being capital gain, long-term or short-term, depending on whether or not
the shares had previously been held for more than one year on the date of
sale or other taxable disposition.
The above discussion and the reference to capital gain or loss treatment
assume that the option shares are a capital asset in the hands of the optionee.
A sale or other disposition that results in the recognition of ordinary income
to the optionee will also result in a corresponding income tax deduction for
PTSI.
The 2006 Plan permits an optionee to pay all or part of the purchase price
for shares acquired pursuant to exercise of an incentive stock option by
transferring to PTSI other shares of PTSI's common stock owned by the optionee.
Section 422 of the Code provides that an option will continue to be treated as
an incentive stock option even if an optionee exercises the incentive stock
option with previously acquired stock of the corporation granting the option.
Accordingly, except as noted below with respect to certain "statutory option
stock," an optionee who exercises an incentive stock option in whole or in part
by transferring to PTSI shares of PTSI common stock will recognize no gain or
loss upon the exercise. The optionee's basis in the shares so acquired will be
equal to the optionee's cost basis in the shares surrendered (plus, in the case
of payment of the purchase price in a combination of cash and surrendered
shares, the amount of any cash paid).
Section 424(c)(3) of the Code provides that if "statutory option stock" is
transferred in connection with the exercise of an incentive stock option, and if
the holding period requirements under Section 422(a)(1) of the Code are not met
with respect to such statutory option stock before the transfer, then the
optionee will recognize ordinary income as a result of the transfer of statutory
option stock. The ordinary income will be equal to the difference between the
exercise price of the option and the fair market value of the stock on the date
the statutory option stock was acquired. However, the incentive stock option
stock acquired through the exchange of statutory option stock will still qualify
for favorable tax treatment under Section 422 of the Code. "Statutory option
stock" is stock acquired through the exercise of an incentive stock option or an
option granted under an employee stock purchase plan.
16
Incentive stock options offer two principal tax benefits to optionees: (1)
the possibility of converting ordinary income into capital gain to the extent of
the excess of the fair market value over the exercise price at the time of
exercise, and (2) the deferral of recognition of gain until disposition of the
stock acquired upon the exercise of the option.
At present, the maximum tax rate on capital gains is 15%, while the maximum
tax rate on ordinary income is 35%. Accordingly, the conversion of ordinary
income into capital gain may produce a tax benefit for certain taxpayers.
However, the benefit of income deferral generally provided by incentive stock
options is reduced for some taxpayers since the excess of the fair market value
of shares acquired through the exercise of an incentive stock option over the
exercise price is taken into account in computing an individual taxpayer's
alternative minimum taxable income. Because of this, the exercise of an
incentive stock option could result in the imposition of an alternative minimum
tax liability.
In general, an option granted under the 2006 Plan that is designated as an
incentive stock option will be taxed as described above. However, in some
circumstances an option that is designated as an incentive stock option will be
treated as a non-qualified stock option and the holder taxed accordingly. For
example, a change in the terms of an option that gives the optionee additional
benefits may be treated as the grant of a new option. Unless all the criteria
for treatment as an incentive stock option are met on the date the "new option"
is considered granted (such as the requirement that the exercise price of the
option be not less than the fair market value of the stock as of the date of the
grant), the option will be treated and taxed as a non-qualified stock option.
Non-Qualified Stock Options. All options granted or to be granted under
the 2006 Plan that do not qualify as incentive stock options are non-qualified
stock options not entitled to special tax treatment under Section 422 of the
Code.
The grant of a non-qualified stock option under the 2006 Plan will have no
federal income tax consequences for the optionee unless the option has a readily
ascertainable market value at the time of the grant. We understand that options
to be granted under the 2006 Plan will not have a readily ascertainable market
value; so there will be no federal income tax consequence for an optionee at the
time of grant. Upon the exercise of a non-qualified stock option, the optionee
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares on the date of exercise over the option exercise
price for those shares. PTSI is not entitled to an income tax deduction with
respect to the grant of a non-qualified stock option or the sale of stock
acquired pursuant to such an option. PTSI generally will be permitted a
deduction equal to the amount of ordinary income the optionee is required to
recognize as a result of the exercise of a non-qualified stock option.
The 2006 Plan permits the Committee to allow an optionee to pay all or part
of the purchase price for shares acquired pursuant to an exercise of a non-
qualified stock option by transferring to PTSI other shares of our common stock
owned by the optionee. If an optionee exchanges previously acquired common stock
pursuant to the exercise of a non-qualified stock option, the Internal Revenue
Service has ruled that the optionee will not be taxed on the unrealized
appreciation of the shares surrendered in the exchange. In other words, the
optionee is not taxed on the difference between his or her cost basis for the
old shares and their fair market value on the date of the exchange, even though
the previously acquired shares are valued at the current market price for
purposes of paying all or part of the option price.
General. The 2006 Plan is not qualified under Section 401(a) of the Code
and is not subject to the provisions of the Employee Retirement Income Security
Act of 1974.
The preceding discussion is based upon federal tax laws and regulations in
effect on the date of this proxy statement, which are subject to change, and
upon an interpretation of the statutory provisions of the Code, its legislative
history and related income tax regulations. This is only a general discussion of
the federal income tax consequences of the 2006 Plan and does not purport to be
a complete description of all federal income tax aspects of the 2006 Plan.
Option holders may also be subject to state and local taxes in connection with
the grant or exercise of options granted under the 2006 Plan and the sale or
other disposition of shares acquired upon exercise of the options. Each person
receiving a grant of options should consult with his or her personal tax advisor
regarding federal, state and local tax consequences of participating in the 2006
Plan.
17
Approval of the 2006 Plan requires the affirmative vote of holders of a
majority of the shares represented at the annual meeting in person or by proxy
and entitled to vote on the 2006 Plan.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF THE
2006 STOCK OPTION PLAN.
INDEPENDENT PUBLIC ACCOUNTANTS
SELECTION OF INDEPENDENT AUDITORS
Our Audit Committee has selected Grant Thornton as our principal
independent auditors for the year ending December 31, 2005. We are not presently
expecting that representatives of Grant Thornton will attend the annual meeting
of stockholders.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table shows the fees for professional services of our
principal accountant, Grant Thornton for 2005, and Deloitte & Touche LLP
("Deloitte") for 2004, for audit and other services they provided to us.
2005 2004
-------- --------
Audit Fees(1).......................................... $215,665 $438,797
Audit-Related Fees..................................... 0 0
Tax Fees(2)............................................ 0 4,500
All other fees......................................... 0 0
--------
(1) Includes the aggregate fees billed for professional services rendered for
2005 and 2004 for the audit of our annual financial statements and review
of financial statements included in our quarterly reports on Form 10-Q. Of
the amount shown for 2004, approximately $313,108 related to the audit of
internal controls.
(2) For 2004, principally consisted of tax consultation and tax compliance
services with respect to Federal and state taxes and certain employee
benefit plans.
The Audit Committee pre-approves audit services and non-audit services that
are to be performed for us by our independent auditors. The Audit Committee has
delegated authority to its chairman, or any two of its other members acting
together, to approve, between meetings of the Audit Committee, audit services
and permissible non-audit services. Approvals between meetings are required to
be reported to the Audit Committee at its next meeting. In addition to there
being engagement letters for audit services, the Audit Committee has determined
that there should be an engagement letter for any non-audit services that are to
be performed by the independent auditors. All of the services described in the
table above were pre-approved by the Audit Committee, and the authority
delegated to members of the Audit Committee was not used.
CHANGE OF ACCOUNTANTS
On June 16, 2005, the Audit Committee of our Board of Directors concluded
its proposal process for a new independent public accounting firm and appointed
Grant Thornton as our independent registered public accounting firm for the
calendar year ended December 31, 2005. On the same date, the Audit Committee
dismissed Deloitte as our independent registered public accounting firm.
The audit reports of Deloitte on our consolidated financial statements as
of and for the years ended December 31, 2004 and 2003, and management's
assessment of internal control over financial reporting as of December 31, 2004,
and the effectiveness of internal control over financial reporting as of
December 31, 2004, did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the two calendar years ended December 31, 2004 and 2003, and from
December 31, 2004 through the effective date of Deloitte's dismissal, there were
no disagreements between us and Deloitte on any matters of accounting principle
or practice, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to their satisfaction, would have caused
Deloitte to make reference to the subject matter of such disagreements in
18
connection with its reports. During the period described in the preceding
sentence, there were no "reportable events" as defined in Item 304(a)(1)(iv) or
(v) of Regulation S-K of the Securities and Exchange Commission.
During the two calendar years ended December 31, 2004 and 2003, and from
December 31, 2004 through the engagement of Grant Thornton as our independent
public accounting firm on June 16, 2005, neither we nor anyone on our behalf
consulted Grant Thornton with respect to any accounting or auditing issues
involving us. In particular, there was no discussion with Grant Thornton
regarding the application of accounting principles to a specified transaction,
the type of audit opinion that might be rendered on the financial statements, or
any matter that was either the subject of a disagreement with Deloitte on
accounting principles or practices, financial statement disclosure or auditing
scope or procedures, which, if not resolved to the satisfaction of Deloitte,
would have caused Deloitte to make reference to the matter in their reports, or
a "reportable event" as defined in Item 304(a)(1)(iv) or (v) of Regulation S-K.
On June 21, 2005 we reported our change in independent registered public
accounting firms to the Securities and Exchange Commission in a Current Report
on Form 8-K. In that report we made substantially the same disclosures about our
change of accounting firms as is set forth above. Deloitte furnished us with a
letter dated June 20, 2005 addressed to the Securities and Exchange Commission
regarding the above disclosures that was filed as Exhibit 16 to the report.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain transactions between us and companies owned or controlled by Manuel
Moroun, who is a member of our Board of Directors, and his son, Matthew Moroun,
who is our largest stockholder and a member of our Board of Directors, are
described above under the caption "Compensation Committee Interlocks and Insider
Participation."
ANNUAL REPORT TO STOCKHOLDERS AND REPORT ON FORM 10-K
Additional information concerning us, including our financial statements,
is provided in our 2005 Annual Report to Stockholders that accompanies this
proxy statement. Our Annual Report on Form 10-K for the year ended December 31,
2005, as filed with the Securities and Exchange Commission, is available to
stockholders who make a written request for it to our Secretary, Larry J.
Goddard, at our principal executive office, 297 West Henri DeTonti Boulevard,
Tontitown, Arkansas 72770. Copies of exhibits filed with that report or
referenced in it will be furnished to stockholders of record upon request and
payment of our expenses in furnishing such documents.
STOCKHOLDER PROPOSALS
Any proposal to be presented at the 2007 annual meeting of stockholders
must be received at our principal executive office not later than December 20,
2006, directed to the attention of the Secretary, for consideration for
inclusion in our proxy statement and form of proxy relating to that meeting. Any
such proposals must comply in all respects with the rules and regulations of the
Securities and Exchange Commission.
In connection with our annual meeting of stockholders to be held in 2007,
if we do not receive notice of a matter or proposal to be considered by March 5,
2007, then the persons appointed by the Board of Directors to act as the proxies
for such annual meeting (named in the form of proxy) will be allowed to use
their discretionary voting authority with respect to any such matter or proposal
at the annual meeting, if such matter or proposal is properly raised at the
annual meeting and put to a vote.
19
OTHER MATTERS
We do not know of any matters to be brought before the meeting other than
those described in this proxy statement. If any other matter properly comes
before the meeting, the persons designated as proxies will vote on each such
matter in accordance with their best judgment.
By Order of the Board of Directors
-s- Robert W. Weaver
ROBERT W. WEAVER
President and Chief Executive Officer
April 19, 2006
20
APPENDIX A
PRESENT AND PROPOSED AMENDED SECTION 2 OF ARTICLE II
OF THE BYLAWS OF P.A.M. TRANSPORTATION SERVICES, INC.
SECTION 2 OF ARTICLE II OF THE BYLAWS AS PRESENTLY IN EFFECT
SECTION 2. Number, Tenure, Qualifications, Removal. The Board of
Directors shall consist of not less than three (3) nor more than fifteen (15)
members, the precise number to be fixed by resolution of the shareholders from
time to time. Each Director shall hold office until the annual meeting of
shareholders held next after his election and until his successor has been duly
elected and has qualified, or until his earlier resignation, removal from
office, or death. Directors need not be shareholders. Any Director may be
removed at any time, with or without cause, by the affirmative vote of the
holders of seventy-five percent (75%) of the outstanding shares of the stock of
the Corporation entitled to elect Directors, either at the annual meeting or at
a special meeting called for that purpose. This Section shall be amended,
altered, changed or repealed only with the affirmative vote or consent of the
holders of at least seventy-five percent (75%) of the outstanding shares of
stock of the Corporation entitled to elect Directors, in addition to any
approval of the Board of Directors or any shareholder vote or consent required
by law or any provision of the Amended and Restated Certificate of Incorporation
of the Corporation or otherwise.
SECTION 2 OF ARTICLE II OF THE BYLAWS WITH THE PROPOSED AMENDED FIRST SENTENCE
SECTION 2. Number, Tenure, Qualifications, Removal. The Board of
Directors shall consist of not less than three (3) nor more than fifteen (15)
members, the precise number to be fixed by resolution of the shareholders OR THE
BOARD OF DIRECTORS from time to time. Each Director shall hold office until the
annual meeting of shareholders held next after his election and until his
successor has been duly elected and has qualified, or until his earlier
resignation, removal from office, or death. Directors need not be shareholders.
Any Director may be removed at any time, with or without cause, by the
affirmative vote of the holders of seventy-five percent (75%) of the outstanding
shares of the stock of the Corporation entitled to elect Directors, either at
the annual meeting or at a special meeting called for that purpose. This Section
shall be amended, altered, changed or repealed only with the affirmative vote or
consent of the holders of at least seventy-five percent (75%) of the outstanding
shares of stock of the Corporation entitled to elect Directors, in addition to
any approval of the Board of Directors or any shareholder vote or consent
required by law or any provision of the Amended and Restated Certificate of
Incorporation of the Corporation or otherwise.
The new text that would be added to the first sentence of Section 2 of
Article II of the Bylaws by the proposed amendment is highlighted in the
paragraph above.
A-1
APPENDIX B
P.A.M. TRANSPORTATION SERVICES, INC.
2006 STOCK OPTION PLAN
EFFECTIVE AS OF MARCH 2, 2006
1. PURPOSE
The purpose of the P.A.M. Transportation Services, Inc. 2006 Stock Option
Plan (the "Plan') is to encourage and enable eligible directors, officers and
key employees of P.A.M. Transportation Services, Inc. (the "Company") and its
subsidiaries to acquire proprietary interests in the Company through the
ownership of Common Stock of the Company. The Company believes that directors,
officers and key employees who participate in the Plan will have a closer
identification with the Company by virtue of their ability as shareholders to
participate in the Company's growth and earnings. The Plan also is designed to
provide motivation for participating directors, officers and key employees to
remain directors, officers and employees, and to give greater effort on behalf
of the Company. It is the intention of the Company that the Plan provide for the
award of "incentive stock options" qualified under Section 422 of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder, as
well as the award of non-qualified stock options. Accordingly, the provisions of
the Plan related to incentive stock options shall be construed so as to extend
and limit participation in a manner consistent with the requirements of Section
422 of the Code.
2. DEFINITIONS
The following words or terms shall have the following meanings:
(a) "Agreement" shall mean a stock option agreement between the
Company and an Eligible Employee, Eligible Participant or Non-Employee
Director pursuant to the terms of the Plan.
(b) "Board of Directors" shall mean the Board of Directors of the
Company.
(c) "Committee" shall mean the committee appointed or authorized by
the Board of Directors to administer the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and as it may be further amended from time to time. References to sections
of the Code shall be deemed to include references to successor provisions
of those sections of the Code.
(e) "Company" shall mean P.A.M. Transportation Services, Inc., a
Delaware corporation.
(f) "Effective Date" shall have the meaning set forth in Section 3 of
the Plan.
(g) "Eligible Employee(s)" shall mean key employees regularly employed
by the Company or a Subsidiary (including officers, whether or not they are
directors) as the Board of Directors or the Committee shall select from
time to time.
(h) "Eligible Participant(s)" shall mean directors, officers, and
employees of the Company and its Subsidiaries, consultants and other
persons who are not otherwise eligible to receive Qualified Incentive
Options pursuant to Section 8 of the Plan.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(j) "Market Price" on a particular date shall mean the average of the
highest and lowest sales prices of shares of the Common Stock reported on
The Nasdaq Stock Market (or any successor exchange or system that is the
primary exchange or system for trading of the Common Stock) on such date,
or if there was no sale of any shares of Common Stock reported on The
Nasdaq Stock Market (or any such successor) on such date, then on the last
preceding date on which The Nasdaq Stock Market (or any such successor) was
open for trading and on which shares of the Common Stock were traded. If
for any reason it is not practical for the Market Price to be determined as
provided for above in this paragraph, Market Price shall mean the fair
market value of the Company's Common Stock as determined by the Board of
Directors or the Committee, acting in good faith,
B-1
under any method consistent with the Code, or Treasury Regulations
thereunder, as the Board of Directors or the Committee shall in its
discretion select and apply at the time of the grant of the option
concerned. Subject to the foregoing, the Board of Directors or the
Committee, in fixing the market price, shall have full authority and
discretion and be fully protected by doing so.
(k) "Non-Employee Director(s)" shall mean a director of the Company
who is not an employee of the Company or one of its Subsidiaries.
(l) "Optionee" shall mean an Eligible Employee, Eligible Participant
or Non-Employee Director having a right to purchase Common Stock under an
Agreement.
(m) "Option(s)" shall mean the right or rights granted to Eligible
Employees, Eligible Participants or Non-Employee Directors to purchase
Common Stock under the Plan.
(n) "Permanent and Total Disability" shall mean permanent and total
disability as defined in Section 22(e)(3) of the Code.
(o) "Plan" shall mean this P.A.M. Transportation Services, Inc. 2006
Stock Option Plan.
(p) "Shares," "Stock" or "Common Stock" shall mean shares of the $.01
par value common stock of the Company.
(q) "Subsidiary" shall mean with respect to any Option that is an
incentive stock option, any "subsidiary corporation" (as such term is
defined in Section 424(f) of the Code), and with respect to any Option that
is not an incentive stock option, Subsidiary shall mean any "subsidiary
corporation," as described above, or any other entity in which the Company,
either directly or indirectly, owns a majority voting interest.
(r) "Ten Percent Owner" shall mean an individual who, at the time an
Option is granted, owns directly or indirectly more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company
or a Subsidiary.
3. EFFECTIVE DATE
The effective date of the Plan (the "Effective Date") shall be the date the
Plan is adopted by the Board of Directors or the date the Plan is approved by
the shareholders of the Company, whichever is earlier. The Plan must be approved
by the affirmative vote of not less than a majority of the shares present and
voting at a meeting at which a quorum is present, which shareholder vote must be
taken within twelve (12) months after the date the Plan is adopted by the Board
of Directors. Such shareholder vote shall not alter the Effective Date of the
Plan. In the event shareholder approval of the adoption of the Plan is not
obtained within such twelve (12) month period, then any Options granted in the
intervening period shall be void.
4. SHARES RESERVED FOR PLAN
The shares of the Company's Common Stock to be sold to Eligible Employees,
Eligible Participants and Non-Employee Directors under the Plan may at the
election of the Board of Directors be either treasury shares or Shares
originally issued for such purpose. The maximum number of Shares which shall be
reserved and made available for sale under the Plan shall be 750,000; provided,
however, that such Shares shall be subject to the adjustments provided in
Section 8(h). Any Shares subject to an Option which for any reason expires or is
terminated unexercised may again be subject to an Option under the Plan.
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of the Company or
the Committee. The Committee shall be comprised of not less than two (2) members
appointed by the Board of Directors of the Company from among its members, each
of whom, unless the Board of Directors determines otherwise, qualifies as a
"non-employee director" as that term is defined in Rule 16b-3 issued under the
Exchange Act or any successor provision, and as an "outside director" within the
meaning of Section 162(m) of the Code.
B-2
Within the limitations described herein, the Board of Directors of the
Company or the Committee shall administer the Plan, select the Eligible
Employees and Eligible Participants to whom Options will be granted, determine
the number of Shares to be optioned to each Eligible Employee and Eligible
Participant and interpret, construe and implement the provisions of the Plan.
However, no Eligible Employee or Eligible Participant shall be granted in any
fiscal year of the Company Options to purchase more than 100,000 shares of
Common Stock under the Plan. The Board of Directors or the Committee shall also
determine the price to be paid for the Shares upon exercise of each Option, the
period within which each Option may be exercised, and the terms and conditions
of each Option granted pursuant to the Plan. The Board of Directors and
Committee members shall be reimbursed for out-of-pocket expenses reasonably
incurred in the administration of the Plan.
If the Plan is administered by the Board of Directors, a majority of the
members of the Board of Directors shall constitute a quorum, and the act of a
majority of the members of the Board of Directors present at any meeting at
which a quorum is present, or acts approved in writing by all members of the
Board of Directors shall be the acts of the Board of Directors. If the Plan is
administered by the Committee, a majority of the members of the Committee shall
constitute a quorum, and the acts of a majority of the members present at any
meeting at which a quorum is present, or acts approved in writing by all of the
members of the Committee, shall be the acts of the Committee.
6. ELIGIBILITY
Options granted pursuant to Section 8 of the Plan shall be granted only to
Eligible Employees. Options granted pursuant to Section 9 of the Plan may be
granted to Eligible Employees and to Eligible Participants. Options granted
pursuant to Section 10 of the Plan shall be granted only to Non-Employee
Directors.
7. DURATION OF THE PLAN
The Plan shall remain in effect until all Shares subject to or which may
become subject to the Plan shall have been purchased pursuant to Options granted
under the Plan; provided that Options under the Plan must be granted within ten
(10) years from the Effective Date. The Plan shall expire on the tenth
anniversary of the Effective Date.
8. QUALIFIED INCENTIVE OPTIONS
It is intended that Options granted under this Section 8 shall be qualified
incentive stock options under the provisions of Section 422 of the Code and the
regulations thereunder or corresponding provisions of subsequent revenue laws
and regulations in effect at the time such Options are granted. Such Options
shall be evidenced by stock option agreements in such form and not inconsistent
with the Plan as the Committee or the Board of Directors shall approve from time
to time, which Agreements shall contain in substance the following terms and
conditions:
(a) Price. The purchase price for shares purchased upon exercise
will be equal to 100% of the Market Price on the day the Option is granted,
as determined by the Board of Directors or the Committee; provided that the
purchase price of stock deliverable upon the exercise of a qualified
incentive option granted to a Ten Percent Owner shall be not less than one
hundred ten percent (110%) of the Market Price on the day the Option is
granted, as determined by the Board of Directors or the Committee, but in
no case less than the par value of such stock.
(b) Number of Shares. The Agreement shall specify the number of
Shares which the Optionee may purchase under such Option.
(c) Exercise of Options. The shares subject to the Option may be
purchased in whole or in part by the Optionee in accordance with the terms
of the Agreement, from time to time after shareholder approval of the Plan,
but in no event later than ten (10) years from the date of grant of the
Option. Notwithstanding the foregoing, Shares subject to an Option granted
to a Ten Percent Owner shall be exercisable no later than five (5) years
from the date of grant of the Option.
(d) Medium and Time of Payment. Stock purchased pursuant to an
Agreement shall be paid for in full at the time of purchase. Payment of the
purchase price shall be in cash or shares of the Common Stock of the
Company owned by the Optionee for more than six months, or a combination of
cash and such shares of the Common Stock of the Company, in the discretion
of, and as authorized by, the Committee. Upon receipt of
B-3
payment, the Company shall, without transfer or issue tax, deliver to the
Optionee (or other person entitled to exercise the Option) a certificate or
certificates for such Shares.
(e) Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any Shares covered by an Option until the date
of issuance of the stock certificate to the Optionee for such Shares.
Except as otherwise expressly provided in the Plan, no adjustments shall be
made for dividends (ordinary or extraordinary, whether in cash, securities
or other property) or distributions or other rights for which the record
date is prior to the date such stock certificate is issued.
(f) Nonassignability of Option. No Option shall be assignable or
transferable by the Optionee except by will or by the laws of descent and
distribution. During the lifetime of the Optionee, the Option shall be
exercisable only by him or her.
(g) Effect of Termination of Employment or Death. In the event that
an Optionee during his or her lifetime ceases to be an employee of the
Company or of any Subsidiary of the Company for any reason (including
retirement) other than death or Permanent and Total Disability, any Option
or unexercised portion thereof which was otherwise exercisable on the date
of termination of employment shall expire unless exercised within a period
of three (3) months from the date on which the Optionee ceased to be an
employee, but in no event after the term provided in the Optionee's
Agreement. In the event that an Optionee ceases to be an employee of the
Company or of any Subsidiary of the Company for any reason (including
retirement) other than death or Permanent and Total Disability prior to the
time that an Option or portion thereof becomes exercisable, such option or
portion thereof which is not then exercisable shall terminate and be null
and void. Whether authorized leave of absence for military or government
service shall constitute termination of employment for the purpose of the
Plan shall be determined by the Board of Directors or the Committee, which
determination shall be final and conclusive.
In the event that an Optionee during his or her lifetime ceases to be
an employee of the Company or any Subsidiary of the Company by reason of
death or Permanent and Total Disability, any Option or unexercised portion
thereof which was otherwise exercisable on the date such Optionee ceased
employment shall expire unless exercised within a period of one year from
the date on which the Optionee ceased to be an employee, but in no event
after the term provided in the Optionee's Agreement. In the event that an
Optionee during his or her lifetime ceases to be an employee of the Company
or any Subsidiary of the Company by reason of death or Permanent and Total
Disability, any Option or portion thereof which was not exercisable on the
date such Optionee ceased employment shall become immediately exercisable
for a period of one year from the date on which the Optionee ceased to be
an employee, but in no event after the term provided in the Optionee's
Agreement.
In the event of the death of an Optionee, the Option shall be
exercisable by his or her personal representatives, heirs or legatees, as
provided herein.
(h) Recapitalization. In the event that dividends are payable in
Common Stock of the Company or in the event there are splits, subdivisions
or combinations of shares of Common Stock of the Company, the number of
Shares available under the Plan shall be increased or decreased
proportionately, as the case may be, and the number and Option exercise
price of Shares deliverable upon the exercise thereafter of any Option
theretofore granted shall be increased or decreased proportionately, as the
case may be, as determined to be proper and appropriate by the Board of
Directors or the Committee.
(i) Reorganization. In case the Company is merged or consolidated
with another corporation and the Company is not the surviving corporation,
or in case substantially all of the property or stock of the Company is
acquired by another corporation, or in case of a separation,
reorganization, recapitalization or liquidation of the Company, the Board
of Directors of the Company, or the Board of Directors of any corporation
assuming the obligations of the Company hereunder, shall either (i) make
appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or
of the merged, consolidated or otherwise reorganized corporation which will
be issuable in respect to the shares of Common Stock of the Company,
provided only that (A) the excess of the aggregate fair market value of the
Shares subject to option immediately after such substitution over the
purchase price thereof is not more than
B-4
the excess of the aggregate fair market value of the Shares subject to
option immediately before such substitution over the purchase price
thereof, and (B) the new option does not give the Optionee additional
benefits that he or she did not have under the old option, or (ii) upon
written notice to the Optionee provide that the Option (including, in the
discretion of the Board of Directors, any portion of such option which is
not then exercisable) must be exercised within sixty (60) days of the date
of such notice or it will be terminated. If any adjustment under this
Section 8(i) would create a fractional share of Stock or a right to acquire
a fractional share, such shall be disregarded and the number of shares of
Stock available under the Plan and the number of Shares covered under any
Options previously granted pursuant to the Plan shall be the next lower
number of shares of Stock, rounding all fractions downward. An adjustment
made under this Section 8(i) by the Board of Directors shall be conclusive
and binding on all affected persons.
Except as otherwise expressly provided in the Plan, the Optionee shall
have no rights by reason of any subdivision or consolidation of shares of
stock of any class, or the payment of any stock dividend or any other
increase or decrease in the number of shares of stock of any class, or by
reason of any dissolution, liquidation, merger, or consolidation or spin-
off of assets or stock of another corporation; and any issue by the Company
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or prices of shares of Common
Stock subject to an Option.
The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve, liquidate or sell,
or transfer all or any part of its business or assets.
(j) Annual Limitation. The aggregate fair market value (determined
at the time the Option is granted) of the Shares with respect to which
incentive stock options are exercisable for the first time by an Optionee
during any calendar year (under all incentive stock option plans of the
Company) shall not exceed $100,000. Any excess over such amount shall be
deemed to be related to and part of a non-qualified stock option granted
pursuant to Section 9 of the Plan.
(k) General Restriction. Each Option shall be subject to the
requirement that if at any time the Board of Directors shall determine, in
its discretion, that the listing, registration or qualification of the
Shares subject to such Option upon any securities exchange or under any
state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in
connection with, the granting of such Option or the issue or purchase of
Shares thereunder, such Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board of Directors. Alternatively, such Options shall be issued and
exercisable only upon such terms and conditions and with such restrictions
as shall be necessary or appropriate to effect exemption from such listing,
registration, or other qualification requirement.
9. NON-QUALIFIED OPTIONS
The Board of Directors or the Committee may grant to Eligible Employees or
Eligible Participants Options under the Plan which are not qualified incentive
stock options under the provisions of Section 422 of the Code. Such non-
qualified options shall be evidenced by Agreements in such form and not
inconsistent with the Plan as the Board of Directors or the Committee shall
approve from time to time, which Agreements shall contain in substance the same
terms and conditions as set forth in Section 8 of the Plan with respect to
qualified incentive options; provided, however, that the limitations set forth
in Sections 8(a) and 8(c) of the Plan with respect to Ten Percent Owners shall
not be applicable to non-qualified options granted to any Ten Percent Owner, and
the limitation set forth in Section 8(j) of the Plan with respect to the annual
limitation of incentive stock options shall not be applicable to non-qualified
option grants.
B-5
10. OPTIONS TO NON-EMPLOYEE DIRECTORS
Notwithstanding any provisions of the Plan to the contrary, the
participation and eligibility of a Non-Employee Director in the Plan shall be
limited exclusively to the following:
(a) On June 1, 2006 and on March 2, 2007, and on March 2 of each year
thereafter during the term of the Plan, each then Non-Employee Director of
the Company shall be granted, without the necessity of action by the Board
of Directors or any Committee thereof, an Option to purchase 2,000 shares
of Common Stock at an option exercise or purchase price equal to the Market
Price of such Stock on the date of grant; provided, that in the event that
the date of grant falls on a weekend or holiday, then the option exercise
price shall be determined by reference to the Market Price of the Common
Stock on the business day next preceding the grant date.
(b) Options granted under this Section 10 shall be exercisable
commencing on the date of grant or, with respect to any Option granted
prior to stockholder approval of the Plan, upon the date of such
stockholder approval, and thereafter until the earlier to occur of the
following: the close of business on (i) the date, which is the fifth
anniversary of the date of grant; (ii) the date which is the 90th day
following the date upon which such Non-Employee Director ceases to be a
director of the Company for any reason other than death or Permanent and
Total Disability; or (iii) the date which is the first anniversary of the
date on which such Non-Employee Director ceases to be a director of the
Company as a result of death or Permanent and Total Disability.
(c) In all other respects, Options granted to Non-Employee Directors
hereunder shall contain in substance the same terms and conditions as set
forth in Section 9 of the Plan with respect to non-qualified options. No
Non-Employee Director shall be eligible to receive Options hereunder except
as provided in this Section 10 of the Plan.
11. AMENDMENT OF THE PLAN
The Board of Directors or Committee may amend or terminate the Plan,
provided, however, that except as provided in the Plan, no such amendment or
termination shall adversely affect any Option then in effect unless the prior
approval of the Optionee so affected is obtained. The Company shall obtain
shareholder approval of any Plan amendment to the extent necessary to comply
with applicable laws, which include laws pertaining to the administration of
stock option plans under state corporate laws, federal and state securities
laws, the Code, and any stock exchange or quotation system on which the Common
Stock is listed or quoted.
Within the limitations of the Plan, the Board of Directors or the Committee
may modify or amend an outstanding Option; provided that no modification or
amendment of an Option shall, without the consent of the Optionee, materially
impair the Optionee's rights or materially increase the Optionee's obligations
under such Option. Without Optionee consent, the Board of Directors may at any
time and from time to time modify or amend outstanding option Agreements in such
respects as it shall deem necessary in order that incentive options granted
hereunder shall comply with the appropriate provisions of the Code and
regulations thereunder which are in effect from time to time respecting
"Qualified Incentive Options." The Company's Board of Directors may also suspend
the granting of Options pursuant to the Plan at any time.
12. BINDING EFFECT
All decisions of the Board of Directors or the Committee involving the
implementation, administration or operation of the Plan or any offering under
the Plan shall be binding on the Company and on all persons eligible or who
become eligible to participate in the Plan.
13. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock pursuant
to Options exercised hereunder will be used for general corporate purposes.
B-6
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[P.A.M. LOGO] VOTE BY TELEPHONE
c/o Stock Transfer Department --------------------------------------------
Post Office Box 105649 Have your proxy card available when you call
Atlanta GA 30348 TOLL-FREE 1-888-693-8683 using a touch-tone
phone and follow the simple instructions to
record your vote.
--------------------------------------------
VOTE BY INTERNET
--------------------------------------------
Have your proxy card available when you
access the website WWW.CESVOTE.COM and
follow the simple instructions to record
your vote.
--------------------------------------------
VOTE BY MAIL
--------------------------------------------
Please mark, sign and date your proxy card
and return it in the POSTAGE-PAID ENVELOPE
provided or return it to: Corporate Election
Services, P.O. Box 3230, Pittsburgh, PA
15230.
---------------------- ---------------------- ----------------------
VOTE BY TELEPHONE VOTE BY INTERNET VOTE BY MAIL
Call Toll-Free using a Access the Website and Return your proxy
touch-tone telephone: cast your vote: in the postage-paid
1-888-693-8683 WWW.CESVOTE.COM envelope provided
---------------------- ---------------------- ----------------------
VOTE 24 HOURS A DAY, 7 DAYS A WEEK!
IF YOU VOTE BY TELEPHONE OR OVER THE INTERNET, DO NOT MAIL YOUR PROXY CARD.
==================
==================
PROXY CARD MUST BE SIGNED AND DATED BELOW.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
--------------------------------------------------------------------------------
[P.A.M. LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P.A.M. TRANSPORTATION SERVICES, INC.
The undersigned stockholder(s) of P.A.M. Transportation Services, Inc., a
Delaware corporation, hereby appoints Robert W. Weaver and Larry J. Goddard, and
each of them, proxies and attorneys-in-fact, with full power to each of
substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the 2006 Annual Meeting of Stockholders of P.A.M. Transportation
Services, Inc., to be held on Wednesday, May 24, 2006, and at any or all
adjournments or postponements of the meeting, and to vote all shares of common
stock that the undersigned would be entitled to vote if then and there
personally present at the meeting.
-----------------------------------
Dated: , 2006
-------------------------------------------
Signature
-------------------------------------------
Signature
This Proxy should be marked, dated, and
signed by the stockholder(s) exactly as his
or her name appears hereon, and returned
promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so
indicate. If shares are held by joint
tenants or as community property, both
should sign.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE.
YOUR VOTE IS IMPORTANT
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING OF
STOCKHOLDERS, YOU CAN BE SURE YOUR SHARES ARE REPRESENTED AT THE
MEETING BY PROMPTLY RETURNING YOUR PROXY IN THE ENCLOSED ENVELOPE.
PROXY CARD MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING.
--------------------------------------------------------------------------------
P.A.M. TRANSPORTATION SERVICES, INC. PROXY
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH DIRECTIONS
GIVEN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, IT WILL BE
VOTED FOR PROPOSALS (1), (3) AND (4), FOR THE ELECTION OF NOMINEES FOR DIRECTOR
NAMED BELOW, AND AS THE PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME
BEFORE THE MEETING.
THE BOARD RECOMMENDS A VOTE FOR ALL OF THE ITEMS BELOW.
1. To increase the size of the Board of Directors from eight members to
nine members. [] FOR [] AGAINST [] ABSTAIN
2. (A) To elect the following directors to serve until the next annual [] FOR ALL NOMINEES [] WITHHOLD
meeting of stockholders and until their successors are elected and LISTED (EXCEPT AS AUTHORITY
qualified: OTHERWISE INDICATED) TO VOTE FOR
ALL NOMINEES
(1) Frederick P. Calderone (2) Frank L. Conner (3) Thomas H. Cooke
(4) Manuel J. Moroun (5) Matthew T. Moroun (6) Daniel C. Sullivan
(7) Robert W. Weaver (8) Charles F. Wilkins
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE(S), WRITE THE NAME(S) ON THE LINE BELOW.
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2. (B) If proposal 1 is approved, to also elect Christopher L. Ellis to [] FOR [] WITHHOLD
serve as a director until the next annual meeting of stockholders and AUTHORITY
until his successor is elected and qualified.
3. To amend Section 2 of Article II of the Bylaws to authorize the Board [] FOR [] AGAINST [] ABSTAIN
of Directors, in addition to the stockholders, to establish the number
of directors that constitute the full Board of Directors.
4. To approve the 2006 Stock Option Plan. [] FOR [] AGAINST [] ABSTAIN
5. In their discretion, upon such other matter or matters which may
properly come before the meeting or any adjournments or postponements
of the meeting.
(CONTINUED, AND TO BE SIGNED, ON THE OTHER SIDE)