-----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, I+3MYiak2d5q1or6y3VF/CH3llPsX9uy2VVy6y1IKtX2S2k7/ryXZDni50UwZ51+ 3oikynmvU8ZR7HqUox5kZg== 0000950137-03-002762.txt : 20030509 0000950137-03-002762.hdr.sgml : 20030509 20030509125026 ACCESSION NUMBER: 0000950137-03-002762 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030509 EFFECTIVENESS DATE: 20030509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: USF CORP CENTRAL INDEX KEY: 0000881791 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 363790696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105105 FILM NUMBER: 03689663 BUSINESS ADDRESS: STREET 1: 8550 W BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 BUSINESS PHONE: 773.824-1000 MAIL ADDRESS: STREET 1: 8550 W. BRYN MAWR AVE STREET 2: SUITE 700 CITY: CHICAGO STATE: IL ZIP: 60631 FORMER COMPANY: FORMER CONFORMED NAME: USFREIGHTWAYS CORP DATE OF NAME CHANGE: 19970410 FORMER COMPANY: FORMER CONFORMED NAME: TNT FREIGHTWAYS CORP DATE OF NAME CHANGE: 19930328 S-8 1 c76968sv8.txt REGISTRATION STATEMENT Registration No. __________ As filed with the Securities and Exchange Commission on May 9, 2003 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------ USF 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) USF CORPORATION LONG-TERM INCENTIVE PLAN AND USF CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (FULL TITLE OF THE PLANS) SAMUEL K. SKINNER PRESIDENT AND CHIEF EXECUTIVE OFFICER USF CORPORATION 8550 WEST BRYN MAWR AVENUE, SUITE 700 CHICAGO, ILLINOIS 60631 (773) 824-1000 COPY TO: RICHARD C. PAGANO SENIOR VICE PRESIDENT GENERAL COUNSEL AND SECRETARY USF CORPORATION 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 Amount to be Proposed maximum Proposed maximum Amount of class of securities registered(1) offering price per aggregate offering registration fee(3) to be registered share(3) price(3) - ------------------------------------------------------------------------------------------------------ Common Stock, par value 1,200,000(2) $29.435 $35,322,000 $2,858 $.01 per share - ------------------------------------------------------------------------------------------------------
(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 plans. (2) The number of shares to be registered under the respective plans are as follows: Long-Term Incentive Plan - 1,050,000; and Stock Option Plan for Non-Employee Directors - 150,000. (3) The offering price is not known. Pursuant to Rules 457(c) and 457(h), the registration fee was completed on the basis of the average of the high and low prices of the registrant's Common Stock on the NASDAQ National Market on May 7, 2003. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Form S-8 Registration Statements under the Securities Act of 1933, File No. 33-79150, which was filed with the Commission on May 19, 1994, File No. 333-10386, which was filed with the Commission on May 9, 1997, File No. 333-28357, which was filed with the Commission on June 3, 1997, File No. 333-79219, which was filed with the Commission on May 25, 1999, and File No. 333-63492, which was filed with the Commission on June 20, 2001, are incorporated by reference in this Form S-8 Registration Statement. 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 7th day of May, 2003. USF Corporation By: /s/ Christopher L. Ellis ------------------------------------------ Christopher L. Ellis Senior Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY The undersigned hereby appoint Christopher L. Ellis, Robert S. Owen and Richard C. Pagano, and each of them singly, as true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities (including his capacity as a director and/or officer of USF Corporation) to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. 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 7th day of May, 2003. Signature Title - --------- ----- /s/ Samuel K. Skinner President and Chief Executive Officer - -------------------------------- (Principal Executive Officer) Samuel K. Skinner /s/ Christopher L. Ellis Senior Vice President, Finance and Chief - -------------------------------- Financial Officer (Principal Financial Christopher L. Ellis 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 /s/ Anthony J. Paoni - -------------------------------- Anthony J. Paoni Director /s/ Stephen B. Timbers - -------------------------------- Stephen B. Timbers Director /s/ Paul J. Liska - -------------------------------- Paul J. Liska Director EXHIBIT INDEX Exhibit Number Description of Exhibit ------- ---------------------- 4.1 Amended and Restated Certificate of Incorporation of USF Corporation (incorporated by reference from Exhibit 3.1 to USF 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 USF Corporation Annual Report on Form 10-K for the year ended January 1, 1994); Certificate of Amendment of Restated Certificate of Incorporation of USF Corporation (incorporated by reference from Exhibit 3(i) to USF Corporation Report on Form 10-Q for the quarter ended June 29, 1996); Certificate of Amendment of Restated Certificate of Incorporation of USF Corporation (filed herewith). 4.2 By-laws of USF Corporation, as restated as of October 16, 2002 (incorporated by reference from Exhibit 3(b) to USF Corporation Annual Report on Form 10-K for the year ended December 31, 2002). 4.3 Indenture, dated as of May 5, 1999 among USF Corporation, the Guarantors named therein and Bank One, Michigan, as Trustee (as the successor-in-interest to NBD Bank) (incorporated by reference from Exhibit 4.1 to USF Corporation Current Report on Form 8-K, filed on May 11, 1999). 4.4 First Supplemental Indenture, dated as of January 31, 2000 among USF Corporation, the Guarantors named therein and Bank One, Michigan, as Trustee (as the successor-in-interest to NBD Bank) (incorporated by reference from Exhibit 4.5 to USF Corporation Registration Statement on Form S-3, filed on January 31, 2000, Registration No. 333-95777). 4.5 USF Corporation Long-Term Incentive Plan, as restated (incorporated by reference from USF Corporation's Report on Form 10-Q/A for the quarter ended March 31, 2001). 4.6 First Amendment to the USF Corporation Long-Term Incentive Plan, as restated (incorporated by reference from Appendix A to USF Corporation's Proxy Statement on Schedule 14A, filed on April 2, 2003). 4.7 USF Corporation Stock Option Plan for Non-Employee Directors, as amended and restated (incorporated by reference from USF Corporation's Report on Form 10-Q for Exhibit Number Description of Exhibit ------- ---------------------- the quarter ended March 30, 2002). 4.8 First Amendment to the USF Corporation Stock Option Plan for Non-Employee Directors, as amended and restated (incorporated by reference from Appendix B to USF Corporation's Proxy Statement on Schedule 14A, filed on April 2, 2003). 5 Opinion of Sachnoff & Weaver, Ltd. 23 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5). 23.1 Independent Auditor's Consent 24 Power of Attorney (contained on the signature page hereto). EX-4.1 3 c76968exv4w1.txt AMENDED AND RESTATED CERTIFICATE OF INCORPORATION EXHIBIT 4.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION USFreightways Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of USFreightways Corporation resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Restated Certificate of Incorporation of USFreightways Corporation be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows: The name of the corporation is USF Corporation (the "Corporation"). SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon written waiver of notice signed by all stockholders at which meeting the necessary number of shares as required by statute were voted in favor of the amendment. THIRD: The said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said USFreightways Corporation has caused this certificate to be signed by Samuel K. Skinner, its President and CEO, this Second day of May, 2003. USFreightways Corporation By: /s/ Samuel K. Skinner ----------------------- President & CEO EX-5 4 c76968exv5.txt OPINION OF SACHNOFF & WEAVER, LTD. EXHIBIT 5 [LETTERHEAD OF SACHNOFF & WEAVER, LTD.] May 7, 2003 USF Corporation 8550 West Bryn Mawr Avenue Suite 700 Chicago, IL 60631 RE: REGISTRATION STATEMENT ON FORM S-8 USF CORPORATION LONG-TERM INCENTIVE PLAN, AS RESTATED, AND USF CORPORATION STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED AND RESTATED Gentlemen: We have acted as counsel to USF Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the grant of awards by the Company to purchase up to 1,050,000 additional shares of the Company's Common Stock, $0.01 par value ("Common Stock"), which may be offered by the Company under the USF Corporation Long-Term Incentive Plan, as restated, and the grant of awards by the Company to purchase up to 150,000 additional shares of the Company's Common Stock which may be offered by the Company under the USF Corporation Stock Option Plan for Non-Employee Directors, as amended and restated. In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and statements of directors, officers and employees of, and the accountants for, the Company. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion. In addition, we have reviewed such questions of law as we have considered necessary and appropriate for the purposes of this opinion. We have assumed the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to original documents of all the documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, we advise you that, in our opinion, the shares of Common Stock proposed to be offered by the Company as set forth in the Registration Statement have been duly authorized and, when issued and sold in accordance with the USF Corporation Long-Term Incentive Plan, as restated, and the USF Corporation Stock Option Plan for Non-Employee Directors, as amended and restated, referred to in the Registration Statement, such shares will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission. We express no opinions as to matters under or involving any laws other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware. Very truly yours, /s/ SACHNOFF & WEAVER, LTD. SACHNOFF & WEAVER, LTD. EX-23.1 5 c76968exv23w1.txt INDEPENDENT AUDITOR'S CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of USF Corporation on Form S-8 of our report dated January 30, 2003 (March 17, 2003, as to Note 14) appearing in the Annual Report on Form 10-K of USF Corporation for the year ended December 31, 2002. /s/ Deloitte & Touche LLP Chicago, Illinois May 7, 2003 -----END PRIVACY-ENHANCED MESSAGE-----