S-8

As filed with the Securities and Exchange Commission on May 10, 2019

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 Transportation 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)

First Amendment to the

Covenant Transportation Group, Inc.

Third Amended and Restated 2006 Omnibus Incentive Plan

(Full title of the plan)

David R. Parker

Chairman and Chief Executive Officer

Covenant Transportation 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 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	☒
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	750,000	$18.60	$13,950,000	$1,690.74

(1) In addition to the shares of Class A 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 Class A common stock as may become issuable pursuant to the anti-dilution adjustment provisions of the Covenant Transportation Group, Inc. Third Amended and Restated 2006 Omnibus Incentive Plan, as amended.

(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 Covenant Transportation Group, Inc. as reported on the NASDAQ Global Select Market on May 8, 2019.

EXPLANATORY NOTE

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.

This Registration Statement on Form S-8 (this "Registration Statement") is being filed to register 750,000 shares of Common Stock available for issuance under the Incentive Plan, as amended by the approval and adoption of the First Amendment. 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) and the Form S-8 Registration Statement filed with the SEC on June 3, 2013 (Registration No. 333-189060) 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, 2018, 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
4.1	Second Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on May 10, 2019 (File Number 000-24960))
4.2	Third 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 March 14, 2019 (File Number 000-24960))
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 Independent Registered Public Accounting Firm - KPMG LLP
24	Power of Attorney (included on the signature page of this Registration Statement)
99.1	Covenant Transportation Group, Inc. 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))
99.2	First Amendment to the Covenant Transportation Group, Inc. 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))
* 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 May 10, 2019.

	COVENANT TRANSPORTATION 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	May 10, 2019
David R. Parker Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ Richard B. Cribbs	May 10, 2019
Richard B. Cribbs Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ William T. Alt	May 10, 2019
William T. Alt Director
/s/ Robert E. Bosworth	May 10, 2019
Robert E. Bosworth Director
/s/ Bradley A. Moline	May 10, 2019
Bradley A. Moline Director
/s/ Herbert J. Schmidt	May 10, 2019
Herbert J. Schmidt Director
/s/ W. Miller Welborn	May 10, 2019
W. Miller Welborn Director

EX-5

Exhibit 5

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

May 10, 2019

Covenant Transportation 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 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 750,000 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 first amendment (the “Incentive Plan”).

We have examined originals, or copies certified or otherwise identified to our satisfaction, of (a) the Registration Statement; (b) the Second Amended and Restated Articles of Incorporation of the Company; (c) the Third 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; and (e) 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

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Covenant Transportation Group, Inc.:

We consent to the use of our reports dated March 13, 2019, with respect to the consolidated balance sheets of Covenant Transportation Group, Inc. and subsidiaries as of December 31, 2018 and 2017, 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, 2018, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appears in the December 31, 2018 annual report on Form 10-K of Covenant Transportation Group, Inc.

Our report dated March 13, 2019, on the effectiveness of internal control over financial reporting as of December 31, 2018, expresses our opinion that Covenant Transportation Group, Inc. did not maintain effective internal control over financial reporting as of December 31, 2018 because of the effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states the material weakness related to the design and maintenance of effective program change management controls over certain information technology ("IT") operating systems, databases and IT applications that support the Covenant Transportation Group, lnc.'s financial reporting processes. The report on effectiveness of internal control over financial reporting as of December 31, 2018, also contains an explanatory paragraph that states management excluded from its assessment of the effectiveness of internal control over financial  reporting as the December 31, 2018, Landair Holdings Inc. (acquired on July 3, 2018) total assets and total revenues representing approximately 15.1% and 9.6%, respectively, of the consolidated financial statements as of and for the year ended December 31, 2018.

/s/ KPMG LLP

Nashville, Tennesee

May 10, 2019

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