S-8 1 ds8.txt FORM S-8 Registration No. 333-_______ As filed with the Securities and Exchange Commission on June 20, 2001 =========================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________ USFreightways Corporation (Exact name of registrant as specified in its charter) Delaware 36-3790696 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 8550 West Bryn Mawr Avenue, Suite 700 (773) 824-1000 Chicago, Illinois 60631 (Telephone number, including (Address, including zip code, of area code, of registrant's registrant's principal executive offices) principal executive offices) USFREIGHTWAYS CORPORATION LONG-TERM INCENTIVE PLAN AND USFREIGHTWAYS CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full Title of the Plans) Samuel K. Skinner Chairman, President and Chief Executive Officer USFreightways Corporation 8550 West Bryn Mawr Avenue, Suite 700 Chicago, Illinois 60631 (773) 824-1000 Copy to: Richard C. Pagano Senior Vice President, General Counsel & Secretary 8550 West Bryn Mawr Avenue, Suite 700 Chicago, Illinois 60631 (773) 824-1000 (Name, address, including zip code and telephone number, including area code, of agent for service) __________________________ CALCULATION OF REGISTRATION FEE
====================================================================================================================== Title of each class of Proposed maximum Proposed maximum securities to be Amount to be offering price per aggregate offering Amount of registered registered (1) share(2) price(2) registration fee(2) ----------------------------------------------------------------------------------------------------------------------
====================================================================================================================== Common Stock, par value $.01 per share 500,000(3) $27.575 $13,787,500 $3,446.88 ======================================================================================================================
(1) This Registration Statement includes any additional shares of the registrant's Common Stock that may be issued pursuant to antidilution provisions contained in the plan. (2) Pursuant to Rules 457(c) and 457(h), the registration fee was computed on the basis of the average of the high and low prices of the registrant's Common Stock on the NASDAQ National Market on June 18, 2001. (3) The number of shares to be registered under the respective plans are as follows: Long-Term Incentive Plan - 400,000; and Stock Option Plan for Non-Employee Directors - 100,000. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Form S-8 Registration Statement under the Securities Act of 1933, File No. 333-28357, which was filed with the Commission on June 3, 1997, and the contents of the Form S-8 Registration Statement under the Securities Act of 1933, File No. 33-79150, which was filed with the Commission on May 19, 1994, are incorporated by reference in this Form S-8 Registration Statement. 2 SIGNATURES The Registrant. 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 Chicago, State of Illinois, on the 20th day of June, 2001. USFREIGHTWAYS CORPORATION By: /s/ Christopher L. Ellis ------------------------------------- Christopher L. Ellis Senior Vice President, Finance & Chief Financial Officer 3 POWER OF ATTORNEY The undersigned hereby appoints Christopher L. Ellis, Robert S. Owen and Richard C. Pagano, and each of them, as my attorneys-in-fact to execute and file in my name and in my behalf, in all capacities as an officer or director of USFreightways Corporation, Registration Statements on Form S-8 and all amendments thereto (including post-effective amendments) to be filed with the Securities and Exchange Commission, relating to the issuance, through the USFreightways Corporation Long-Term Incentive Plan and Stock Option Plan for Non-Employee Directors of common stock of USFreightways Corporation, par value $0.01 per share. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in their respective capacities on this 8th day of June, 2001. Signature Title --------- ----- /s/ Samuel K. Skinner ---------------------------- Samuel K. Skinner President, Chief Executive Officer and Director (Principal Executive Officer) /s/ Christopher L. Ellis ---------------------------- Christopher L. Ellis Senior Vice President, Finance, and Chief Financial Officer (Principal Financial Officer) /s/ Robert S. Owen ---------------------------- Robert S. Owen Controller and Principal Accounting Officer /s/ Robert V. Delaney ---------------------------- Robert V. Delaney Director /s/ Neil A. Springer ---------------------------- Neil A. Springer Director /s/ William N. Weaver, Jr. ---------------------------- William N. Weaver, Jr. Director /s/ Morley Koffman ---------------------------- Morley Koffman Director /s/ John W. Puth ---------------------------- John W. Puth Director 4 /s/ Anthony J. Paoni ---------------------------- Anthony J. Paoni Director 5 EXHIBIT INDEX Exhibit Document Number Description ------ ----------- 4.1 Amended and Restated Certificate of Incorporation of USFreightways Corporation (incorporated by reference from Exhibit 3.1 to USFreightways Corporation Transition Report on Form 10-K, from June 29, 1991 to December 28, 1991); Certificate of Designation for Series A Junior Participating Cumulative Preferred Stock (incorporated by reference from Exhibit 3(a) to USFreightways Corporation Annual Report on Form 10-K for the year ended January 1, 1994); Certificate of Amendment of Restated Certificate of Incorporation of USFreightways Corporation (incorporated by reference from Exhibit 3(i) to USFreightways Corporation Report on Form 10-Q for the quarter ended June 29, 1996). 4.2 Bylaws of USFreightways Corporation, as restated October 27, 2000 (incorporated by reference from Exhibit 3(b) to USFreightways Corporation Report on Form 10-K for the quarter ended December 31, 2000). 4.3 Form of Rights Agreement, dated as of February 4, 1994, between USFreightways Corporation and Harris Trust and Savings Bank, as Rights Agent (incorporated by reference to USFreightways Corporation's registration statement on Form 8-A filed with the Securities and Exchange Commission on March 18, 1994). 4.4 US Freightways Corporation Long-Term Incentive Plan, as amended and restated (incorporated by reference to the USFreightways Corporation's Report on Form 10-Q for the quarter ended March 31, 2001). 4.5 First Amendment to the USFreightways Corporation Long-Term Incentive Plan, as amended and restated. 4.6 USFreightways Corporation Stock Option Plan for Non-Employee Directors, as amended and restated. 4.7 First Amendment to the USFreightways Corporation Stock Option Plan for Non-Employee Directors, as amended and restated. 5 Opinion of Sachnoff & Weaver, Ltd. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5) 24 Powers of Attorney (contained on the signature page) 6