S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on December 12, 2000 Registration No. 333- -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GENESEE & WYOMING INC. (Exact name of registrant as specified in its charter) Delaware 16-0984624 (State or other jurisdiction of incorporation (I.R.S Employer or organization) Identification No.) 66 Field Point Road Greenwich, Connecticut 06830 (Address of Principal Executive Offices) (Zip Code) Genesee & Wyoming Inc. 1996 Stock Option Plan, as amended through May 23, 2000 (Full title of Plan) Mortimer B. Fuller, III Chairman and Chief Executive Officer Genesee & Wyoming Inc. 66 Field Point Road Greenwich, Connecticut 06830 (Name and address of agent for service) 203-629-3722 (Telephone number, including area code, of agent for service)
Calculation of Registration Fee -------------------------------------------------------------------------------------------------------------------- Title of Plan Title of Amount to Proposed maximum Proposed maximum Amount of securities be offering price aggregate registration to be registered per share/(1)/ offering price/(1)/ fee registered -------------------------------------------------------------------------------------------------------------------- Genesee & Wyoming Inc. 1996 Class A Common 200,000 $29.875 $5,975,000 $1,578 Stock Option Plan, as amended Stock, par value through May 23, 2000 $.01 per share --------------------------------------------------------------------------------------------------------------------
/(1)/ Estimated in accordance with Rule 457(c), as of December 7, 2000, solely for the purpose of calculating the registration fee. Pursuant to Rule 416, there are also being registered such additional shares of Common Stock as may become issuable pursuant to anti-dilution provisions of the Plan. This Registration Statement on Form S-8 relates to an amendment to the Genesee & Wyoming Inc. 1996 Stock Option Plan that increased the number of shares of Class A Common Stock, par value $.01 per share (the "Common Stock"), to be issued thereunder by 200,000 shares. The contents of the Company's Registration Statements on Form S-8 (File Nos. 333-09165 and 333-49231), filed with the Securities and Exchange Commission on July 20, 1996, and April 2, 1998, respectively, are hereby incorporated by reference pursuant to Instruction E to Form S-8. Also pursuant to Instruction E to Form S-8, the filing fee is being paid only with respect to the 200,000 shares of Common Stock not previously registered. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Rochester, State of New York, on this 12th day of December, 2000. GENESEE & WYOMING INC. By: /s/ Alan R. Harris ------------------------------- Alan R. Harris Senior Vice President and Chief Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 12th day of December, 2000. Signature Title * Director, Chairman and ------------------------------ Chief Executive Officer Mortimer B. Fuller, III (Principal Executive Officer) * Chief Financial Officer ------------------------------ (Principal Financial Officer) John C. Hellmann /s/ Alan R. Harris Senior Vice President and ------------------------------ Chief Accounting Officer Alan R. Harris (Principal Accounting Officer) * Director ------------------------------ James M. Fuller * Director ------------------------------ Louis S. Fuller * Director ------------------------------ Robert M. Melzer * Director ------------------------------ John M. Randolph * Director ------------------------------ Philip J. Ringo * Director ------------------------------ M. Douglas Young Director ------------------------------ C. Sean Day *By: /s/ Alan R. Harris ------------------------------ Alan R. Harris Attorney-in-Fact INDEX TO EXHIBITS (4.1) Instruments defining the rights of security holders, including indentures *(a) Restated Certificate of Incorporation (b) By-laws are incorporated herein by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-3972). (c) Specimen stock certificate representing shares of Class A Common Stock is incorporated herein by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-3972). (d) Form of Class B Stockholders' Agreement dated as of May 20, 1996, among the Registrant, its executive officers and its Class B stockholders is incorporated herein by reference to Exhibit 4.2 to Amendment No. 1 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-3972). (e) Promissory Note dated October 7, 1991 of Buffalo & Pittsburgh Railroad, Inc. in favor of CSX Transportation, Inc. is incorporated herein by reference to Exhibit 4.6 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-3972). (f) First Amendment to Promissory Note dated as of March 19, 1999 between Buffalo & Pittsburgh Railroad, Inc. and CSX Transportation, Inc. is incorporated herein by reference to Exhibit 4.1 to the Registrant's Report on Form 10-K for the year ended December 31, 1998. (g) Third Amended and Restated Revolving Credit and Term Loan Agreement dated as of August 17, 1999 among the Registrant, certain subsidiaries, BankBoston, N.A. and the banks named therein is incorporated herein by reference to Exhibit 4.1 to the Registrant's Report on Form 10-Q for the quarterly period ended September 30, 1999. *(5.1) Opinion of Harter, Secrest & Emery LLP *(23.1) Consent of Arthur Andersen LLP *(23.2) Consent of Harter, Secrest & Emery LLP (contained in Exhibit 5.1) *(24.1) Power of Attorney (99) Additional Exhibits (a) Genesee & Wyoming Inc. 1996 Stock Option Plan is incorporated herein by reference to Exhibit 10.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-3972). (b) Amendment 1 to the Genesee & Wyoming Inc. 1996 Stock Option Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-K for the year ended December 31, 1997. (c) Amendment 2 to the Genesee & Wyoming Inc. 1996 Stock Option Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended June 30, 1998. (d) Amendment 3 to the Genesee & Wyoming Inc. 1996 Stock Option Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended March 31, 2000. (e) Amendment 4 to the Genesee & Wyoming Inc. 1996 Stock Option Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2000. (f) Amendment 5 to the Genesee & Wyoming Inc. 1996 Stock Option Plan is incorporated herein by reference to Exhibit 10.2 to the Registrant's Form 10-Q for the quarterly period ended June 30, 2000. (g) Amendment 6 to the Genesee & Wyoming Inc. 1996 Stock Option Plan is incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 10-Q for the quarterly period ended September 30, 2000. ____________________________ * Exhibit filed with this Registration Statement