As filed with the Securities and Exchange Commission on July 7, 2020

Registration No. 333-
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Covenant Logistics Group, Inc.
(Exact name of registrant as specified in its charter)

Nevada
 
88-0320154
(State or other jurisdiction of incorporation or
 
(I.R.S. Employer Identification No.)
organization)
   

400 Birmingham Highway
   
Chattanooga, Tennessee
 
37419
(Address of Principal Executive Offices)
 
(Zip Code)

Second Amendment to the
Covenant Logistics Group, Inc.
Third Amended and Restated 2006 Omnibus Incentive Plan
(formerly known as the Covenant Transportation Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan prior to the stockholders’ approval of the registrant’s name change to Covenant Logistics Group, Inc. on July 1, 2020)
(Full title of the plan)

David R. Parker
Chairman and Chief Executive Officer
Covenant Logistics Group, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
(Name and address of agent for service)

(423) 821-1212
(Telephone number, including area code, of agent for service)
_________________________________________

Copy to:
Heidi Hornung-Scherr
Scudder Law Firm, P.C., L.L.O.
411 South 13th Street, Suite 200
Lincoln, Nebraska 68508
(402) 435-3223

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  
Accelerated filer  
Non-accelerated filer  
Smaller reporting company 
   
Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be
registered(1)
Proposed maximum offering price per share(2)
Proposed maximum aggregate offering price(2)
 
Amount of
registration fee(2)
Class A common stock, $0.01 par value per share
2,574,931
$14.09
$36,280,778
$4,709.25

(1)
In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of Class A common stock that become issuable under the Covenant Logistics Group Inc. Third Amended and Restated 2006 Omnibus Incentive Plan, as amended, pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Class A common stock.

(2)
Estimated solely for the purpose of calculating the registration fee and calculated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act on the basis of the average of the high and low prices per share of the Class A common stock of the Company as reported on the NASDAQ Global Select Market on July 2, 2020.

EXPLANATORY NOTE

Covenant Logistics Group, Inc. (formerly Covenant Transportation Group, Inc.), a Nevada corporation (the "Company"), previously registered 1,000,000 shares of its Class A common stock, $0.01 par value per share ("Common Stock"), available for grant of awards under the Company's 2006 Omnibus Incentive Plan (the "Incentive Plan").  The registration of such shares of Common Stock was filed on a Form S-8 Registration Statement filed with the Securities and Exchange Commission ("SEC") on June 12, 2006 (File Number 333-134939), in accordance with the Securities Act.

On March 31, 2009, the Compensation Committee of the Board of Directors of the Company (the "Compensation Committee") approved the first amendment and restatement to the Incentive Plan (the "First Amended and Restated Plan") to, among other things, (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of awards under the Incentive Plan from and after the effective date of the First Amended and Restated Plan would not exceed 700,000, and (ii) limit the shares of Common Stock that would be available for issuance or reissuance under the Incentive Plan from and after the effective date of the First Amended and Restated Plan to the additional 700,000 shares reserved, plus any expirations, forfeitures, cancellations, or certain other terminations of such shares. The First Amended and Restated Plan was forwarded for stockholder approval, and on May 5, 2009, at the Company's 2009 Annual Meeting, the Company's stockholders approved the adoption of the First Amended and Restated Plan.

On March 31, 2011, the Compensation Committee approved the second amendment and restatement to the Incentive Plan (the "Second Amended and Restated Plan") to, among other things, (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of awards under the Incentive Plan from and after the effective date of the Second Amended and Restated Plan would not exceed 800,000, and (ii) limit the shares of Common Stock that would be available for issuance or reissuance under the Incentive Plan from and after the effective date of the Second Amended and Restated Plan to the 800,000 shares reserved, plus any expirations, forfeitures, cancellations, or certain other terminations of shares.  The Compensation Committee also reapproved, subject to stockholder reapproval, the material terms of the performance-based goals under the Incentive Plan so that certain incentive awards granted thereunder would continue to qualify as exempt "performance-based compensation" under Internal Revenue Code Section 162(m).  The Second Amended and Restated Plan and the material terms of the performance-based goals under the Incentive Plan were forwarded for stockholder approval, and on May 17, 2011, at the Company's 2011 Annual Meeting, the Company's stockholders approved the adoption of the Second Amended and Restated Plan and reapproved the material terms of the performance-based goals under the Incentive Plan.

On February 21, 2013, the Compensation Committee approved the third amendment and restatement to the Incentive Plan (the "Third Amended and Restated Plan") to, among other things, (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of awards under the Incentive Plan from and after the effective date of the Third Amended and Restated Plan shall not exceed 750,000 shares plus the 800,000 shares previously made available under the Second Incentive Plan Amendment, (ii) limit the shares of Common Stock that would be available for issuance or reissuance under the Incentive Plan from and after the effective date of the Third Amended and Restated Plan to the 750,000 shares reserved, plus the 800,000 shares previously reserved under the Second Incentive Plan Amendment, plus any expirations, forfeitures, cancellations, or certain other terminations of shares, and (iii) re-set the term of the Incentive Plan to expire with respect to the ability to grant new awards on March 31, 2023.  The Compensation Committee also reapproved, subject to stockholder reapproval, the material terms of the performance-based goals under the Incentive Plan so that certain incentive awards granted thereunder would continue to qualify as exempt "performance-based compensation" under Internal Revenue Code Section 162(m).  The Third Amended and Restated Plan and the material terms of the performance-based goals under the Incentive Plan were forwarded for stockholder approval, and on May 29, 2013, at the Company's 2013 Annual Meeting, the Company's stockholders approved the adoption of the Third Amended and Restated Plan and reapproved the material terms of the performance-based goals under the Incentive Plan.

On March 14, 2019, the Compensation Committee approved the first amendment to the Third Amended and Restated Plan (the "First Amendment") to, among other things, (i) provide that the maximum aggregate number of shares of Common Stock available for the grant of awards under the Incentive Plan from and after the effective date of the First Amendment shall not exceed 750,000 shares plus such of the 750,000 shares previously reserved under the Third Amended and Restated Plan as remain or become available for grant pursuant to the terms of the Incentive Plan and (ii) re-set the term of the Incentive Plan to expire with respect to the ability to grant new awards on March 31, 2029.  The First Amendment was forwarded for stockholder approval, and on May 8, 2019, at the Company's 2019 Annual Meeting, the Company's stockholders approved the adoption of the First Amendment.

On June 5, 2020, the Compensation Committee approved the second amendment to the Third Amended and Restated Plan (the “Second Amendment”) to, among other things, (i) increase the number of shares of Class A common stock available for issuance thereunder by an additional 1,900,000 shares, (ii) add a fungible share reserve feature, under which shares subject to stock options and stock appreciation rights will be counted as one share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted (the “Fungible Ratio”), (iii) add a double-trigger vesting requirement upon a change in control, (iv) eliminate the Compensation Committee’s discretion to accelerate vesting, except in cases involving death or disability, (v) increase the maximum award granted or payable to any one Participant under the Incentive Plan for a calendar year from 200,000 shares of Class A common stock or $2,000,000, in the event the award is paid in cash, to 500,000 shares of Class A common stock or $4,000,000, in the event the award is paid cash, and (vi) re-set the term of the Incentive Plan to expire with respect to the ability to grant new awards on June 1, 2030. The Second Amendment was forwarded for stockholder approval, and on July 1, 2020 at the Company’s 2020 Annual Meeting, the Company’s stockholders approved the adoption of the Second Amendment.

This Registration Statement on Form S-8 (this "Registration Statement") is being filed to register 2,574,931 shares of Common Stock under the Incentive Plan, as amended by approval and adoption of the Second Amendment, comprised of (i) 1,900,000 shares of Common Stock added by the Second Amendment and (ii) 674,931 additional shares of Common Stock that were not previously registered on Form S-8 and could become available for issuance under the Incentive Plan if the 843,663 shares of restricted stock outstanding as of July 1, 2020 were forfeited and added back to the share reserve using the Fungible Ratio. Pursuant to General Instruction E of Form S-8, the contents of the Form S-8 Registration Statement filed with the SEC on June 12, 2006 (File Number 333-134939), the Post-Effective Amendment No. 1 to Form S-8 filed May 18, 2009 (Registration No. 333-134939), the Form S-8 Registration Statement filed with the SEC on May 27, 2011 (Registration No. 333-174582), the Form S-8 Registration Statement filed with the SEC on June 3, 2013 (Registration No. 333-189060), and the Form S-8 Registration Statement filed with the SEC on May 10, 2019 (Registration No. 333-231390) are incorporated herein by reference. In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed by the Company with the SEC are incorporated herein by reference:

a)
The Company's latest annual report on Form 10-K for the year ended December 31, 2019, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");

b)
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above; provided, however, that the Company is not incorporating any information furnished under any of Item 2.02 or Item 7.01 (including exhibits furnished under Item 9.01 in connection with information furnished under Item 2.02 or Item 7.01) of any current report on Form 8-K; and

c)
The description of the authorized capital stock of the Company contained in its registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating the description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents; provided, however, that the Company is not incorporating any information furnished under any of Item 2.02 or Item 7.01 (including exhibits furnished under Item 9.01 in connection with information furnished under Item 2.02 or Item 7.01) of any current report on Form 8-K.

Any statement contained herein, or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.  Exhibits.

Exhibit Number
Description
   
Third Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2020) (File Number 000-24960))
Fifth Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on July 2, 2020 (File Number 000-24960))
5*
Opinion of Scudder Law Firm, P.C., L.L.O.
Consent of Scudder Law Firm, P.C., L.L.O. (included in Exhibit 5)
Consent of Independent Registered Public Accounting Firm – KPMG LLP
Consent of Independent Auditor – Coulter & Justus, P.C.
Consent of Independent Registered Public Accounting Firm – Coulter & Justus, P.C.
24
Power of Attorney (included on the signature page of this Registration Statement)
The Company's Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement filed with the SEC on April 19, 2013 in connection with the 2013 Annual Meeting of Stockholders (File Number 000-24960))
First Amendment to the Company's Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement filed with the SEC on April 8, 2019 in connection with the 2019 Annual Meeting of Stockholders (File Number 000-24960))
Second Amendment to the Company's Third Amended and Restated 2006 Omnibus Incentive Plan (Incorporated by reference to Appendix A to the Company's Definitive Proxy Statement filed with the SEC on June 8, 2020 in connection with the 2020 Annual Meeting of Stockholders (File Number 000-24960))
   
* Filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chattanooga, State of Tennessee, on July 7, 2020.

COVENANT LOGISTICS GROUP, INC.
   
   
By:
/s/ David R. Parker
 
David R. Parker
 
Chairman and Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David R. Parker, Joey B. Hogan, Mark A. Scudder, and Heidi Hornung-Scherr, and each of them, as true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution, to execute in their respective names, individually and in each capacity stated below, the Registration Statement on Form S-8 filed herewith and any and all amendments (including post-effective amendments) to this Registration Statement as the attorney-in-fact and to file any such amendment to this Registration Statement, exhibits thereto, and documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and their substitutes full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature, Name, and Title
Date
   
 /s/ David R. Parker                      
July 7, 2020
David R. Parker
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
   
/s/ M. Paul Bunn                             
July 7, 2020
M. Paul Bunn
Executive Vice President, Chief Financial Officer, and Secretary
(Principal Financial Officer)
 
   
 /s/ James S. Grant                          
July 7, 2020
James S. Grant
Corporate Controller
(Principal Accounting Officer)
 
   
/s/ Robert E. Bosworth                    
July 7, 2020
Robert E. Bosworth
Director
 
   
 /s/ D. Michael Kramer                    
July 7, 2020
D. Michael Kramer
Director
 
   
/s/ Bradley A. Moline                    
July 7, 2020
Bradley A. Moline
Director
 
   
/s/ Rachel Parker-Hatchett              
July 7, 2020
Rachel Parker-Hatchett
Director
 
   
/s/ Herbert J. Schmidt                     
July 7, 2020
Herbert J. Schmidt
Director
 
   
/s/ W. Miller Welborn                    
July 7, 2020
W. Miller Welborn
Director
 


Exhibit 5



411 SOUTH 13TH STREET, SUITE 200 · LINCOLN NE 68508 · P: 402.435.3223 · F: 402.435.4239 · WWW.SCUDDERLAW.COM

 

July 7, 2020
Covenant Logistics Group, Inc.
400 Birmingham Highway
Chattanooga, Tennessee 37419
 
Re:     Registration Statement on Form S-8
 
Ladies and Gentlemen:
 
We have acted as counsel to Covenant Logistics Group, Inc. (formerly Covenant Transportation Group, Inc.), a Nevada corporation (the "Company"), in connection with its preparation and filing with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-8 (the "Registration Statement") relating to the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of 2,574,931 authorized and unissued shares of the Company’s Class A common stock (the “S-8 Securities”), which may be available for issuance under the Company’s Third Amended and Restated 2006 Omnibus Incentive Plan, as amended by the second amendment (the “Incentive Plan”).
  
We have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) the Registration Statement; (b) the Third Amended and Restated Articles of Incorporation of the Company; (c) the Fifth Amended and Restated Bylaws of the Company; (d) certain resolutions adopted by the Board of Directors of the Company relating to the filing of the Registration Statement; (e) the Incentive Plan; and (f) such other documents, records, certificates, and other instruments as in our judgment are necessary or appropriate for purposes of this opinion. We have relied upon statements and representations of officers and other representatives of the Company as to factual matters.
 
In our examination of the aforesaid documents, we have assumed without verification the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, the conformity to authentic original documents of all documents submitted to us as copies, and that the Company will have sufficient authorized and unissued shares of the Company’s Class A common stock available with respect to any of the S-8 Securities issued after the date of this letter. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
 
This opinion letter is based as to matters of law solely on the internal laws of the State of Nevada. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
 
Based upon, subject to, and limited by the foregoing, we are of the opinion that the S-8 Securities to be issued under the Incentive Plan are duly authorized for issuance and, when issued in accordance with the provisions of the Incentive Plan, will be validly issued, fully paid, and nonassessable.
 
This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter speaks as of the date hereof.
 
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.  

 
 
Very truly yours,
 
 
 
 
 
/s/ SCUDDER LAW FIRM, P.C., L.L.O.
 
 
SCUDDER LAW FIRM, P.C., L.L.O.
By:
 
Heidi Hornung-Scherr
   
Principal


Back to Form S-8

Exhibit 23.2


Consent of Independent Registered Public Accounting Firm

The Board of Directors
Covenant Logistics Group, Inc. (formerly known as Covenant Transportation Group, Inc.):

We consent to the use of our reports dated March 9, 2020, with respect to the consolidated balance sheets of Covenant Logistics Group, Inc. (formerly known as Covenant Transportation Group, Inc.) and subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2019, which reports appear in the December 31, 2019 annual report on Form 10-K of Covenant Logistics Group, Inc. (formerly known as Covenant Transportation Group, Inc.). Our report refers to a change to the method of accounting for leases as of January 1, 2019 due to the adoption of ASU 2016-02, Leases, and subsequently issued additional ASUs amending this ASU (collectively ASC 842, Leases).

/s/ KPMG LLP

Nashville, Tennessee
July 7, 2020


Back to Form S-8


Exhibit 23.3


Consent of Independent Auditor

The Board of Directors
Covenant Logistics Group, Inc. (formerly known as Covenant Transportation Group, Inc.)

We hereby consent to the use of our report dated February 18, 2019, relating to the balance sheet of Transport Enterprise Leasing, LLC as of December 31, 2018, and the related statements of income and changes in members’ equity and cash flows for the year then ended, and the related notes to the financial statements, which appear in the December 31, 2019 annual report on Form 10-K of Covenant Logistics Group, Inc. (formerly known as Covenant Transportation Group, Inc.).

/s/ Coulter & Justus, P.C.

Knoxville, Tennessee
July 7, 2020


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Exhibit 23.4


Consent of Independent Registered Public Accounting Firm

The Board of Directors
Covenant Logistics Group, Inc. (formerly known as Covenant Transportation Group, Inc.)

We hereby consent to the use of our report dated February 21, 2020, relating to the balance sheet of Transport Enterprise Leasing, LLC as of December 31, 2019, and the related statements of income and changes in members’ equity and cash flows for the year then ended, and the related notes to the financial statements, which appear in the December 31, 2019 annual report on Form 10-K of Covenant Logistics Group, Inc. (formerly known as Covenant Transportation Group, Inc.).

/s/ Coulter & Justus, P.C.

Knoxville, Tennessee
July 7, 2020


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