As filed with the Securities and Exchange Commission on September 11, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
HUB GROUP, INC.
(Exact name of registrant as specified in its charter)
_______________________________
Delaware 36-4007085
(State of Incorporation) (I.R.S. Employer Identification Number)
377 East Butterfield Road, Suite 700
Lombard, Illinois 60148
(630) 271-3600
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
William L. Crowder
377 East Butterfield Road, Suite 700
Lombard, Illinois 60148
(630) 271-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Philip J. Niehoff Stephen A. Riddick
Mayer, Brown & Platt Piper & Marbury L.L.P.
190 South LaSalle Street 36 South Charles Street
Chicago, Illinois 60603 Baltimore, Maryland 21201
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-33557
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount offering price aggregate registration
securities to be registered to be registered(1) per share(2) offering price(2) fee
- --------------------------------------------------------------------------------------------------------------------
Class A Common Stock ($.01 par value) 172,500 shares $33.44 $5,768,400 $1,748.00
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(1) Includes 22,500 shares of Class A Common Stock issuable pursuant to an
option granted by the Company to the underwriters solely for the purposes
of covering over-allotments.
(2) Estimated solely for purposes of determining the registration fee, based on
the average of the high and low sales prices on the Nasdaq National Market
on September 10, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (File No. 333-33557) filed by Hub Group, Inc. with the
Securities and Exchange Commission (the "Commission") on August 13, 1997, which
was declared effective by the Commission on September 11, 1997, is incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all the requirements for
filing on Form S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Lombard and State of Illinois on the 11th day of September, 1997.
HUB GROUP, INC.
By /s/ David P. Yeager
---------------------------------------
David P. Yeager
Chief Executive Officer and
Vice Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Phillip C. Yeager, David P. Yeager and William L. Crowder and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 11th day of September, 1997.
Signature Title
/s/ David P. Yeager Vice Chairman of the Board and
- ------------------------------- Chief Executive Officer
David P. Yeager
/s/ William L. Crowder Vice President-Finance,
- ------------------------------- Chief Financial Officer and Treasurer
William L. Crowder
/s/ Phillip C. Yeager Chairman of the Board and Director
- -------------------------------
Phillip C. Yeager
/s/ Thomas L. Hardin President, Chief Operating Officer
- -------------------------------------- and Director
Thomas L. Hardin
/s/ Gary D. Eppen Director
- --------------------------------------
Gary D. Eppen
Director
- --------------------------------------
Charles R. Reaves
/s/ Martin P. Slark Director
- --------------------------------------
Martin P. Slark
Exhibit Index
5.1 Opinion of Mayer, Brown & Platt
23.1 Consent of Mayer, Brown & Platt (contained in opinion filed as
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (contained on signature page)
EXHIBIT 5.1
September 11, 1997
Hub Group, Inc.
377 East Butterfield Road, Suite 700
Lombard, Illinois 60148
Re: Class A Common Stock, $.01 par value per share
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Ladies and Gentlemen:
We have acted as special counsel to Hub Group, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 172,500 shares of its Class A Common
Stock, $.01 par value per share (the "Shares"), that may be purchased pursuant
to a public offering by the Company. We have also participated in the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of a registration statement on Form S-3 (the "Registration
Statement") relating to the Shares. In this connection, we have examined such
corporate and other records, instruments, certificates and documents as we
considered necessary to enable us to express this opinion.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized for issuance and when issued in accordance with the provisions of the
Registration Statement will be legally issued, fully paid and non-assessable
Shares of the Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters."
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 6, 1997,
included in Hub Group, Inc.'s Form 10-K for the year ended December 31, 1996 and
to all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 11, 1997
