S-8

As filed with the Securities and Exchange Commission on May 20, 2022

Registration No. 333-_____________

United States

Securities and Exchange Commission

Washington, D.C. 20549

_________________________________________

FORM S-8

Registration Statement Under the Securities Act of 1933

USA Truck, Inc.

(Exact name of registrant as specified in its charter)

Delaware	71-0556971
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

3200 Industrial Park Road
Van Buren, Arkansas	72956
(Address of Principal Executive Offices)	(Zip Code)

USA Truck, Inc. 2014 Omnibus Incentive Plan

(Full title of the plan)

_________________________________________

James D. Reed

President and Chief Executive Officer

USA Truck, Inc.

3200 Industrial Park Road

Van Buren, Arkansas 72956

(Name and address of agent for service)

(479) 471-2500

(Telephone number, including area code, of agent for service)

_________________________________________

Copy to:

Heidi Hornung-Scherr

Scudder Law Firm, P.C., L.L.O.

411 South 13^th 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  T
Non-Accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting companyT 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		£

EXPLANATORY NOTE

This registration statement is being filed solely for the registration of 250,000 additional shares of common stock, $0.01 par value per share, of USA Truck, Inc., a Delaware corporation (the “Company”), for issuance pursuant to the USA Truck, Inc. 2014 Omnibus Incentive Plan (as amended, the “Plan”). Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 11, 2014, June 7, 2017, and May 20, 2019 (File Nos. 333-196695, 333-218573, and 333-231619) are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

Exhibit Number	Description
4.1	Restated and Amended Certificate of Incorporation of the Company as currently in effect, including all Certificates of Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2013).
4.2	Bylaws of USA Truck Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 24, 2017).
4.3	Specimen stock certificate representing shares of common stock, $.01 par value, of USA Truck, Inc. (incorporated by reference to Exhibit 4.1 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2017).
5*	Opinion of Scudder Law Firm, P.C., L.L.O.
23.1	Consent of Scudder Law Firm, P.C., L.L.O. (included in Exhibit 5).
23.2*	Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
24	Power of Attorney (included on the signature page of this Registration Statement).
99.1	USA Truck Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Schedule 14A, filed on April 25, 2014)
99.2	First Amendment to the USA Truck  Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Schedule 14A, filed on April 7, 2017).
99.3	Second Amendment to the USA Truck Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement, filed on April 4, 2019).
99.4	Third Amendment to the USA Truck, Inc. 2014 Omnibus Incentive Plan (incorporated by reference to Appendix A of the Company’s definitive additional materials on Schedule 14A, filed on May 3, 2022).
107*	Calculation of Filing Fee Table
* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Van Buren, State of Arkansas, on May 20, 2022.

USA Truck, Inc.
By:	/s/ James D. Reed
	James D. Reed
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James D. Reed, Zachary B. King, 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 of 1933, this registration statement has been signed by the following persons in the capacities indicated on May 20, 2022.

Signature	Title
/s/ James D. Reed	President, Chief Executive Officer, and Director (Principal Executive Officer)
James D. Reed
/s/ Zachary B. King	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Zachary B. King
/s/ Alexander D. Greene	Chairperson of the Board
Alexander D. Greene
/s/ M. Susan Chambers	Director
M. Susan Chambers
/s/ Robert E. Creager	Director
Robert E. Creager
/s/ Gary R. Enzor	Director
Gary R. Enzor
/s/ Barbara J. Faulkenberry	Director
Barbara J. Faulkenberry
/s/ Rajan C. Penkar	Director
Rajan C. Penkar

EX-5

EXHIBIT 5

May 20, 2022

USA Truck, Inc.

3200 Industrial Park Road

Van Buren, Arkansas 72956

Re:Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel to USA Truck, Inc., a Delaware 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") to be filed on or about the date hereof. The Registration Statement relates to the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”) of an additional 250,000 authorized and unissued shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), which may be issued pursuant to awards under the Company's 2014 Omnibus Incentive Plan, as amended by the first, second and third amendments (the "Plan").

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5).  We are rendering this opinion as of the time the Registration Statement becomes effective, which Registration Statement became automatically effective upon filing with the Commission pursuant to Rule 462(a) under the Securities Act.

In rendering the opinion set forth below, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) an executed copy of the Registration Statement; (b) the Restated and Amended Certificate of Incorporation of the Company; (c) the 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 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 Common Stock available with respect to any shares of Common Stock issued pursuant to awards under the Plan 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 Delaware and the federal laws of the United States. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

Based upon, subject to, and limited by the foregoing, and subject to the assumptions, limitations, and qualifications stated herein, we are of the opinion that the additional 250,000 shares of Common Stock that may be issued pursuant to awards under the Plan are duly authorized shares of Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be validly issued, fully paid, and nonassessable.

Our opinion represents the reasoned judgment of Scudder Law Firm, P.C., L.L.O., as to certain matters of law stated herein and should not be considered or construed as a guaranty. 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. Our opinion is subject to future changes in law or fact, and we disclaim any obligation to advise you of or update this opinion for any changes of applicable law or facts that may affect matters or opinions set forth herein.

We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. In giving this opinion and consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

	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

EX-23.2

Exhibit 23.2

CONSENT OF GRANT THORNTON, LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated February 17, 2022 with respect to the consolidated financial statements and internal control over financial reporting of USA Truck Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2021, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

May 20, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

USA TRUCK, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.01 per share	Rule 457(c) and Rule 457(h)	250,000(2)	$15.69505(3)	$3,923,763	.0000927	$363.73
Total Offering Amounts					$3,923,763		$363.73
Total Fee Offsets(4)							—
Net Fee Due							$363.73

(1) In addition to the shares of common stock set forth in the table, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminate number of additional shares of common stock as may become issuable pursuant to the anti-dilution adjustment provisions of the USA Truck, Inc. 2014 Omnibus Incentive Plan, as amended.

(2) Represents the additional shares of common stock available for future issuance under the USA Truck, Inc. 2014 Omnibus Incentive Plan pursuant to the Third Amendment to the Incentive Plan.

(3) 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 common stock of USA Truck, Inc. as reported on the NASDAQ Global Select Market on May 19, 2022.

(4) The Company does not have any fee offsets.