-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3gOJXiOCgH0Bl7grH+89fig5s+PuDmooNNA6eD5c9Bn947GMI7irFPBaxwHWsZ7 sXcUHm+0mmGYGFsY8b2/6g== 0000950152-96-002167.txt : 19960509 0000950152-96-002167.hdr.sgml : 19960509 ACCESSION NUMBER: 0000950152-96-002167 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960508 EFFECTIVENESS DATE: 19960527 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIBER SYSTEM INC CENTRAL INDEX KEY: 0000701708 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 341365496 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03299 FILM NUMBER: 96557837 BUSINESS ADDRESS: STREET 1: 1077 GORGE BLVD STREET 2: P O BOX 88 CITY: AKRON STATE: OH ZIP: 44309 BUSINESS PHONE: 2163848184 FORMER COMPANY: FORMER CONFORMED NAME: ROADWAY SERVICES INC DATE OF NAME CHANGE: 19920703 S-8 1 CALIBER SYSTEMS 1 As filed with the Securities and Exchange Commission on May 8, 1996 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------- CALIBER SYSTEM, INC. (Exact name of registrant as specified in charter) Ohio 34-1365496 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 3560 West Market Street, Akron, Ohio 44333 (Address, including ZIP Code, of registrant's principal executive offices) NONEMPLOYEE DIRECTORS' STOCK RETAINER PLAN (Full title of the plan) DOUGLAS A. WILSON Senior Vice President - Finance and Planning, Secretary and Chief Financial Officer Caliber System, Inc. 3560 West Market Street Akron, Ohio 44333 (330) 665-5646 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================================ Title of securities Amount Proposed maximum Proposed maximum Amount of to be to be offering price aggregate registration registered registered(1) per share(2) offering price(2) fee(2) - ---------------------------------------------------------------------------------------------------------------- Shares of Common Stock without par 50,000 38.875 1,943,750 670.26 value
(1) The total number of shares of common stock reserved and available for distribution. Pursuant to Rule 416, this Form S-8 Registration Statement shall be deemed to cover any additional securities issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) The registration fee has been calculated in accordance with Rule 457(h) based on the average of the high and low prices of the common stock without par value reported on the New York Stock Exchange on May 6, 1996, which average was 38.875. 2 PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by the Company with the Commission are incorporated herein by reference: (1) Annual Report of the Company on Form 10-K for the year ended December 31, 1995; (2) Quarterly Report of the Company on Form 10-Q for the quarter ended March 23, 1996; (3) Current Report of the Company on Form 8-K dated January 18, 1996; and (4) The description of the Company's common stock without par value contained in the Company's Registration Statement filed pursuant to Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendments and reports filed for the purpose of updating that description. All documents that shall be filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this post-effective amendment to registration statement and prior to the filing of a post-effective amendment indicating that all securities offered under the Plan have been sold or deregistering all securities then remaining unsold thereunder shall be deemed to be incorporated herein by reference and shall be deemed to be a part hereof from the date of filing thereof. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. (Securities to be offered are registered under Section 12 of the Exchange Act.) ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1701.13(E) of the Ohio Revised Code sets forth conditions and limitations concerning indemnification of officers, directors and other persons. Article IV of the Company's Restated Amended Code of Regulations provides, in relevant part, as follows: "The Company shall indemnify each present and future director and officer of the Company, and each person who at the request of or at the insistence of the Company is now serving or hereafter serves as a director or officer of any other corporation, against any costs and expenses which may be imposed on or reasonably incurred by him in connection with any claim, suit, or proceeding (whether brought by the Company, such corporation, a receiver, a trustee, one or more shareholders or creditors, any governmental body, any public official, any private person, or any other corporation) hereafter made or instituted in which he may be involved by reason of his being or having been a director or officer of the Company or of any other corporation in which he served or serves as a director or officer at the request of or at the instance of the Company (whether or not he continues to be a director or officer at the time of imposition of such costs or incurring of such II-1 3 expense), such costs and expenses to include the cost to such director or officer of reasonable settlements (other than amounts paid to the Company itself or to such other corporation served at the request of or at the instance of the Company). The Company shall not, however, indemnify such director or officer with respect to matters as to which he shall be finally adjudged in any such action, suit or proceeding to be liable because of dereliction in the performance of his duties as such director or officer, or (except with the approval of a court of competent jurisdiction, a disinterested majority of the Board of Directors, or any committee or group of persons to whom the question may be referred by the Board) with respect to any matter on which a settlement is effected if the amount paid by the director or officer in such settlement shall substantially exceed the expenses which might reasonably be incurred by him after the date of settlement in conducting litigation to a final conclusion. The foregoing right of indemnification shall not be exclusive of other rights to which any person concerned may be entitled as a matter of law, and shall inure to the benefit of the heirs, executors, and administrators of any such person." In addition, the Company maintains directors' and officers' reimbursement and liability insurance. The risks covered by such policies include certain liabilities under the securities laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Second Amended Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference). 4.2 Restated Amended Code of Regulations of the Company effective May 10, 1989 (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference). 4.3 Nonemployee Directors' Stock Retainer Plan. 5 Opinion of Counsel. 23 Consent of Independent Auditors. (Consent of Counsel included in Exhibit 5). 24 Powers of Attorney. II-2 4 ITEM. 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the II-3 5 foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 THIS REGISTRATION STATEMENT ON FORM S-8 AND HAS DULY CAUSED THIS TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON, STATE OF OHIO, ON THIS 8th DAY OF MAY 1996. CALIBER SYSTEM, INC. By: /s/ Douglas A. Wilson -------------------------------------------- Name: Douglas A. Wilson Title: Senior Vice President - Finance and Planning, Secretary and Chief Financial Officer II-4 6 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
Signature Title Date --------- ----- ---- * Daniel J. Sullivan Chairman, Chief Executive May , 1996 -------------------------- Officer, President and Director Daniel J. Sullivan (Principal Executive Officer) /s/ Douglas A. Wilson Senior Vice President- May 8, 1996 -------------------------- Finance and Planning, Secretary Douglas A. Wilson and Chief Financial Officer (Principal Financial Officer) * Kathryn W. Dindo Vice President and Controller May , 1996 -------------------------- (Principal Accounting Officer) Kathryn W. Dindo * George B. Beitzel Director May , 1996 --------------------------- George B. Beitzel * Richard A. Chenoweth Director May , 1996 ------------------------ Richard A. Chenoweth * Norman C. Harbert Director May , 1996 ------------------------- Norman C. Harbert Director May , 1996 --------------------------- Harry L. Kavetas * Charles R. Longsworth Director May , 1996 ------------------------- Charles R. Longsworth * G. James Roush Director May , 1996 -------------------------- G. James Roush * H. Mitchell Watson, Jr. Director May , 1996 -------------------------- H. Mitchell Watson, Jr.
*This registration statement has been signed on behalf of the above officers and directors by Douglas A. Wilson, Senior Vice President - Finance and Planning, Secretary and Chief Financial Officer of the Company, as attorney-in-fact pursuant to powers of attorney filed as Exhibit 24 to this registration statement. DATED: May 8, 1996 By: /s/ Douglas A. Wilson ----------------------------------- Douglas A. Wilson, Attorney-in-Fact II-5 7 EXHIBIT INDEX
Pagination by sequential Exhibit Exhibit numbering Number Description system ------ ----------- ------ 4.1 Second Amended Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated herein by reference). 4.2 Restated Amended Code of Regulations of the Company effective May 10, 1989 (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, and incorporated herein by reference). 4.3 Nonemployee Directors' Stock Retainer Plan. 5 Opinion of Counsel. 23 Consent of Independent Auditors. 24 Powers of Attorney.
II-6 EX-4.3 2 EXHIBIT 4.3 1 Exhibit 4.3 CALIBER SYSTEM, INC. NONEMPLOYEE DIRECTORS' STOCK RETAINER PLAN ARTICLE I. PURPOSE The purpose of the Caliber System, Inc. Nonemployee Directors' Stock Retainer Plan is to promote the interests of Caliber System, Inc. and its shareholders by attracting and retaining nonemployee Directors capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company's shareholders. ARTICLE II. DEFINITIONS For purposes of the Plan, the following words and phrases shall have the meanings indicated: 2.1 ANNUAL MEETING means an annual meeting of shareholders of the Company. 2.2 BOARD means the Board of Directors of the Company. 2.3 COMPANY means Caliber System, Inc., an Ohio corporation, and any successor thereto. 2.4 NONEMPLOYEE DIRECTOR means a member of the Board who is not employed by the Company or any of its subsidiaries. 2.5 RETAINER means the portion of a Nonemployee Director's annual compensation that is payable without regard to the number of Board or committee meetings attended or committee positions. 2.6 SHARES means shares of common stock, without par value, of the Company. ARTICLE III. EFFECTIVE DATE AND TERM OF THE PLAN The Plan shall become effective only if it is approved by the affirmative vote of the holders of a majority of the Shares present or represented and entitled to vote at the Annual Meeting of the Company's shareholders to be held on May 8, 1996 or at any adjournment thereof and, if so approved, shall be effective from the date approved. The term during which Shares shall be granted under the Plan shall expire on December 31, 2006. ARTICLE IV. SHARES AVAILABLE FOR GRANTS The Shares which may be granted to Nonemployee Directors shall not exceed in the aggregate 50,000 shares. ARTICLE V. RETAINER PAID IN SHARES 5.1 Each Nonemployee Director elected or re-elected to the Board at the 1996 Annual Meeting and each Annual Meeting thereafter shall be granted, in consideration of such election or re-election, a Retainer of 900 Shares. 5.2 Each Nonemployee Director elected to the Board after the 1996 Annual Meeting, at other than an Annual Meeting, shall be granted, in consideration of such election, effective as of the date of such election, a pro rata portion of a retainer of 900 shares, based on the portion of the year (expressed in days based on a 365 day year) such Nonemployee Director will serve prior to the next Annual Meeting, rounded down to the nearest whole Share. 5.3 None of the Shares granted under this Plan shall be subject to forfeiture upon the termination of a Nonemployee Director's service prior to completion of his or her term. 5.4 The Shares granted under the Plan may be treasury shares or newly-issued shares. The obligation of the Company to deliver Shares shall be subject to all applicable laws, rules and regulations, and to such approvals by governmental agencies as may be deemed necessary or appropriate by the Company, including, among others, such steps as counsel for the Company shall deem necessary or appropriate to comply with requirements of relevant securities laws. This obligation shall also be subject to the condition that any Shares reserved for issuance under the Plan shall have been duly listed on the New York Stock Exchange. ARTICLE VI. ADJUSTMENTS 6.1 The number and kind of Shares which shall be automatically granted to each Nonemployee Director under Article V of the Plan shall be automatically adjusted to prevent dilution or enlargement of the rights of Nonemployee Directors in the event of any changes in the number or kind of outstanding Shares resulting from a merger, recapitalization, stock exchange, stock split, stock dividend, other extraordinary dividend or distribution, corporate division or other change in the Company's corporate or capital structure. ARTICLE VII. MISCELLANEOUS 7.1 AMENDMENT. The Board may at any time amend, suspend or terminate any or all of the provisions of the Plan at any time. 7.2 RETENTION OF POWERS. Nothing contained herein shall prevent the directors of the Company from exercising those powers granted to them by law, the Company's Articles of Incorporation, or Restated Amended Code of Regulations, or otherwise to set the compensation of directors from time to time. 7.3 GOVERNING LAW. The provisions of the Plan shall be construed and interpreted according to the laws of the State of Ohio and applicable Federal law. EX-5 3 EXHIBIT 5 1 EXHIBIT 5 May 7, 1996 Caliber System, Inc. 3560 West Market Street Akron, Ohio 44333 Re: Nonemployee Directors' Stock Retainer Plan Gentlemen: I have acted as counsel for Caliber System, Inc. (the "Company") in connection with the adoption of the Nonemployee Directors' Stock Retainer Plan (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereon I am of the opinion that the shares of common stock, without par value, of the Company ("Common Stock") that may be issued pursuant to the Plan are duly authorized and will be, when issued in accordance with the Plan, validly issued, fully paid and nonassessable I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed by the Company to effect registration of the shares of Common Stock to be issued and sold pursuant to the Plan under the Securities Act of 1933. Very truly yours, Joseph C. Weinstein JCW:050796-2 EX-23 4 EXHIBIT 23 1 Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Nonemployee Directors' Stock Retainer Plan of Caliber System, Inc. of our reports dated January 23, 1996, with respect to the consolidated financial statements of Caliber System, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Akron, Ohio May 6, 1996 EX-24 5 EXHIBIT 24 1 EXHIBIT 24 DIRECTORS AND OFFICERS OF CALIBER SYSTEM, INC. NONEMPLOYEE DIRECTORS' STOCK RETAINER PLAN REGISTRATION STATEMENT ON FORM S-8 KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of Caliber System, Inc., an Ohio corporation (the "Company"), hereby constitutes and appoints Douglas A. Wilson, with full power of substitution and resubstitution, as the true and lawful attorney-in-fact and agent of the undersigned, to sign and file on his behalf and in his name, place and stead, in any and all capacities, under the Securities Act of 1933, one or more Registration Statements on Form S-8 relating to the registration, offer, and sale of such number of shares of common stock, without par value, as shall be determined from time to time, issued and to be issued or acquired in connection with the Company's Nonemployee Directors' Stock Retainer Plan (the "Plan"), and any and all amendments and exhibits thereto, including post-effective amendments and any and all applications or other documents to be filed with the Securities and Exchange Commission or any state regulatory authority, including and state securities regulatory board or commission, pertaining to the securities subject to such registrations, with full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in the premises, hereby ratifying and approving the acts of said attorney and any such substitute. EXECUTED this 8th day of May, 1996. /s/ GEORGE B. BEITZEL /s/ CHARLES R. LONGSWORTH - ------------------------------- ------------------------------- GEORGE B. BEITZEL CHARLES R. LONGSWORTH /s/ RICHARD A. CHENOWETH /s/ G. JAMES ROUSH - ------------------------------- ------------------------------- RICHARD A. CHENOWETH G. JAMES ROUSH /s/ KATHRYN W. DINDO /s/ DANIEL J. SULLIVAN - ------------------------------- ------------------------------- KATHRYN W. DINDO DANIEL J. SULLIVAN /s/ NORMAN C. HARBERT /s/ H. MITCHELL WATSON, JR. - ------------------------------- ------------------------------- NORMAN C. HARBERT H. MITCHELL WATSON, JR. /s/ DOUGLAS A. WILSON - ------------------------------- ------------------------------- HARRY L. KAVETAS DOUGLAS A. WILSON -----END PRIVACY-ENHANCED MESSAGE-----