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Nevada
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000-50485
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74-2914331
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5601
West Waco Drive, Waco, TX
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76710
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(Address
of principal executive offices)
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(Zip
Code)
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·
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No
stockholder shall transfer any of such stockholder's shares of common
stock of the surviving corporation without granting Mr. Moyes a right
of
first refusal to acquire such stockholder's shares of common stock
without
the express written consent of Mr. Moyes, except as otherwise provided
by
the Stockholders' Agreement, which allows stockholders to make transfers,
without the consent of Mr. Moyes, (i) to the surviving corporation;
(ii)
to any trust of which such stockholder is the trustee and the sole
beneficiaries of which are one or more of such
stockholder, or such stockholder's spouse, children or step-children;
(iii) to any limited partnership the general partner of which is
the
stockholder and the limited partners of which are one or more of
such
stockholder and such stockholder's spouse, children or step-children;
(iv)
any limited liability company of which the stockholder holds a majority
of
the membership interests and is the manager or the managing member
or (v)
in the case of any stockholder that is not an individual, to a
wholly-owned affiliate of such stockholder (collectively, "Permitted
Transferees").
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·
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Stockholders
shall have the right, subject to the terms and conditions set forth
in the
Stockholders' Agreement, to sell a pro rata portion of their shares
of
common stock of the surviving corporation, in the event that Mr.
Moyes
sells any of his interest in the common stock of the surviving corporation
to a third party purchaser (other than to another Stockholder, a
Permitted
Transferee or to an affiliate of Mr. Moyes) (a "Third Party") on
the same
terms and conditions, including the per share price and the date
of
transfer, as is applicable to Mr. Moyes.
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·
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Mr.
Moyes will have the right, subject to the
terms and conditions set forth in the Stockholders' Agreement, to
require
each of the stockholders (and their Permitted Transferees (other
than Mr.
Moyes and the surviving corporation)) and each of the
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optionholders
to sell a pro rata portion of such stockholder's shares of common
stock of
the surviving corporation (including any common stock issuable upon
the
exercise of any derivative securities), in the event that Mr. Moyes
proposes to sell all or part of his shares of common stock of the
surviving corporation, to a Third Party (specifically excluding any
affiliate of Mr. Moyes) on the same terms and conditions, including
the
per share price and the date of transfer, as is applicable to Mr.
Moyes.
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·
|
Any
stockholder proposing to sell any shares of common stock of the surviving
corporation to a Third Party must provide notice of such sale to
Mr.
Moyes. Mr. Moyes may elect to purchase all of the common stock in
connection with the proposed sale on the same terms set forth in
the
notice of such proposed sale, subject to the terms and conditions
set
forth in the Stockholders' Agreement.
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·
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If
Mr. Moyes approves an initial public offering and sale of common
stock or
other equity securities (a "Public Offering") of the surviving corporation
pursuant to an effective registration statement under the Securities
Act,
the stockholders and the optionholders will take all necessary or
desirable actions in connection with the consummation of the Public
Offering.
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·
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The
surviving corporation shall provide the stockholders with not less
than 10
days' notice of certain public offerings and sales of common stock
or
other equity securities of the surviving corporation (an "Offering"),
and
will use its reasonable best efforts to effect in connection with
the
Offering, the registration of all of the shares of common stock that
each
stockholder notifies the surviving corporation within 10 days of
such
notice to include in such Offering; subject to certain limitations
including, (i) the surviving corporation determining for any reason
not to
register such other securities or (ii) the managing underwriters
determining that (A) the selling stockholders should be excluded
from the
Offering or (B) the number of shares proposed to be sold exceeds
the
number which can be sold in an orderly manner or without materially
adversely affecting the market for the common stock of the surviving
corporation in which case the number of shares to be sold by the
stockholders will be reduced pro rata. Once Mr. Moyes has recovered
all
investments, costs and expenses incurred in purchasing Central and
funding
the operations of the surviving corporation, then the Children's
Trust
will be permitted to participate in an Offering on an equal basis
with Mr.
Moyes, but in no case greater than Moyes and the Children's Trust's
combined pro rata portion of the total number of shares of common
stock of
the surviving corporation that all stockholders have elected to include
in
such Offering. The stockholders and optionholders will take all necessary
or desirable actions in connection with the consummation of the
Offering.
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·
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The
Stockholders' Agreement may be amended only
by a written instrument approved by the surviving corporation, on
the one
hand, and on behalf of the other parties to the Stockholders' Agreement
by
the holders of at least 60% of the voting power of the surviving
corporation owned by the parties to the Stockholders' Agreement (other
than the surviving corporation), on the other hand; provided,
however,
that, any amendment which adversely affect the rights or obligations
of
the stockholders thereunder or imposes additional obligations on
such
stockholders shall also require the written approval of the holders
of at
least a majority of the voting stock of the surviving corporation held by
stockholders other than Mr. Moyes; provided,
further,
that without the approval of any of the parties thereto, the Stockholders'
Agreement may be amended by the board of directors of the surviving
corporation to, among other things, (i) implement the addition of
any
person as a stockholder, (ii) to satisfy certain legal requirements
and
(iii) cure any ambiguity or correct
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or
supplement any provision of the Stockholders' Agreement that may
be
incomplete or inconsistent with any other provision contained therein,
so
long as such amendment or supplement does not adversely affect the
interests of Mr. Moyes or the stockholders
thereunder.
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EXHIBIT
NUMBER
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EXHIBIT
DESCRIPTION
|
|
| 3.1 | Amended and Restated Articles of Incorporation of Central Freight Lines, Inc. | |
| 3.2 |
Amended
and Restated By-laws of Central Freight Lines, Inc.
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Press
release dated November 28, 2006.
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|
CENTRAL
FREIGHT LINES, INC.
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Date:
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November
29, 2006
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By:
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/s/ Jeff Hale |
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Jeff
Hale
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Senior
Vice President and
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Chief
Financial Officer
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EXHIBIT
NUMBER
|
EXHIBIT
DESCRIPTION
|
| 3.1 | Amended and Restated Articles of Incorporation of Central Freight Lines, Inc. |
| 3.2 | Amended and Restated By-laws of Central Freight Lines, Inc |
|
Press
release dated November 28, 2006.
|