Washington | 91-1069248 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Title of securities to be registered(1) | Amount to be registered | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||
Common Shares reserved for issuance pursuant to the 2014 Stock Option Plan | 2,750,000 | $45.15(2) | $ | 124,162,500 | $ | 15,992.13 | ||||||
Common Shares reserved for issuance pursuant to the 2002 Employee Stock Purchase Plan | 3,000,000 | $45.15(2) | $ | 135,450,000 | $ | 17,445.96 | ||||||
Common Shares reserved for issuance pursuant to the 2014 Directors' Restricted Stock Plan | 250,000 | $45.15(2) | $ | 11,287,500 | $ | 1,453.83 | ||||||
Total | 6,000,000 | $45.15(2) | $ | 270,900,000 | $ | 34,891.92 |
(1) | Common Shares, $0.01 par value, offered by the Registrant pursuant to the Plans described herein. |
(2) | The proposed maximum offering price per share and the registration fee were calculated in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s Common Shares as reported by the NASDAQ Global Select Market on May 15, 2014, which was $45.15 per share. |
(a) | The Registrant’s annual report on Form 10-K for the year ended December 31, 2013, filed with the Commission on February 27, 2014 pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act of 1934”). |
(b) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 since the end of the fiscal year covered by the Registrant’s annual report incorporated by reference herein pursuant to (a) above. |
(c) | The description of the Registrant’s common shares contained in the Registrant’s registration statement on Form 8-A filed with the Commission on April 28, 1985 under Section 12(g) of the Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. |
Exhibit Number | Exhibit | ||
4.1 | Expeditors International of Washington, Inc. 2014 Stock Option Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.2 | Form of Expeditors International of Washington, Inc. 2014 Stock Option Plan Stock Option Agreement (incorporated by reference to Appendix B to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.3 | Expeditors International of Washington, Inc. 2002 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix C to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.4 | Expeditors International of Washington, Inc. 2014 Directors' Restricted Stock Plan (incorporated by reference to Appendix D to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.5 | Form of Expeditors International of Washington, Inc. 2014 Directors' Restricted Stock Plan Agreement (incorporated by reference to Appendix E to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
5.1 | Opinion of Amy J. Scheer, Senior Vice President-General Counsel and Secretary | ||
23.1 | Consent of KPMG LLP, Independent Registered Public Accountants | ||
23.2 | Consent of Amy J. Scheer, Senior Vice President-General Counsel and Secretary (contained in her opinion filed as Exhibit 5.1 to this registration statement) | ||
24.1 | Power of Attorney (see signature page II-6 of this registration statement) |
(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 the 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 the 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 end 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 a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 section 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 the 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 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 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 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. |
Signature | Title | Date | ||
/s/ Jeffrey S. Musser | President, Chief Executive Officer, and Director | May 13, 2014 | ||
Jeffrey S. Musser | (Principal Executive Officer) | |||
/s/ Bradley S. Powell | Senior Vice President and Chief Financial Officer | May 13, 2014 | ||
Bradley S. Powell | (Principal Financial and Accounting Officer) | |||
/s/ Robert R. Wright | Chairman of the Board | May 14, 2014 | ||
Robert R. Wright | ||||
/s/ Mark A. Emmert | Director | May 14, 2014 | ||
Mark A. Emmert | ||||
/s/ R. Jordan Gates | Director | May 13, 2014 | ||
R. Jordan Gates | ||||
/s/ Dan P. Kourkoumelis | Director | May 14, 2014 | ||
Dan P. Kourkoumelis | ||||
/s/ Michael J. Malone | Director | May 14, 2014 | ||
Michael J. Malone | ||||
/s/ John W. Meisenbach | Director | May 14, 2014 | ||
John W. Meisenbach | ||||
/s/ Liane J. Pelletier | Director | May 13, 2014 | ||
Liane J. Pelletier | ||||
/s/ James L.K. Wang | Director | May 15, 2014 | ||
James L.K. Wang | ||||
/s/ Tay Yoshitani | Director | May 14, 2014 | ||
Tay Yoshitani |
Exhibit Number | Exhibit | ||
4.1 | Expeditors International of Washington, Inc. 2014 Stock Option Plan (incorporated by reference to Appendix A to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.2 | Form of Expeditors International of Washington, Inc. 2014 Stock Option Plan Stock Option Agreement (incorporated by reference to Appendix B to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.3 | Expeditors International of Washington, Inc. 2002 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix C to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.4 | Expeditors International of Washington, Inc. 2014 Directors' Restricted Stock Plan (incorporated by reference to Appendix D to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
4.5 | Form of Expeditors International of Washington, Inc. 2014 Directors' Restricted Stock Plan Agreement (incorporated by reference to Appendix E to the Registrant’s definitive proxy statement on Schedule 14A, filed with the Commission on March 21, 2014) | ||
5.1 | Opinion of Amy J. Scheer, Senior Vice President-General Counsel and Secretary | ||
23.1 | Consent of KPMG LLP, Independent Registered Public Accountants | ||
23.2 | Consent of Amy J. Scheer, Senior Vice President-General Counsel and Secretary (contained in her opinion filed as Exhibit 5.1 to this registration statement) | ||
24.1 | Power of Attorney (see signature page II-6 of this registration statement) |