-----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, HcMU6beEP7QuW13HAAwBgDX8QSa5GGt6JkqEk26U/eWp5LL1EvHZh7fQ51DWen52 jzcnDsNLRCFuV5SNkWo1PA== 0000950137-03-005415.txt : 20031024 0000950137-03-005415.hdr.sgml : 20031024 20031024145955 ACCESSION NUMBER: 0000950137-03-005415 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031024 EFFECTIVENESS DATE: 20031024 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: 333-109957 FILM NUMBER: 03956331 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 c80275sv8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 24, 2003 Registration No. 333-_____ ================================================================================ 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 CHICAGO, ILLINOIS 60631 (Address, including zip code, of registrant's principal executive offices) --------------------- USF EMPLOYEES' 401K RETIREMENT PLAN (FULL TITLE OF THE PLAN) RICHARD P. DISTASIO 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(2) offering price per aggregate offering registration fee(3) to be registered(1) share(3) price(3) - --------------------------------------------------------------------------------------------------------------------- Common Stock, par value 285,000 $34.40 $9,804,000 $794 $.01 per share - ---------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Pursuant to Rule 416(a) under the Securities Act of 1933, the registration statement shall be deemed to cover any additional shares of common stock, par value $0.01 per share, that become issuable under the plan being registered pursuant to this registration statement by reason of any stock dividend, stock split or other similar transaction. (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 October 21, 2003. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement on Form S-8 is filed by USF Corporation, a Delaware corporation (the "Company"), and relates to an additional 285,000 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"), that may be issued by the Company under the USF Employees' 401K Retirement Plan pursuant to self-directed employee investments in the Company stock fund under such Plan. This Registration Statement consists of only those items required by General Instruction E to Form S-8. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (File No. 33-57634), as filed with the Securities and Exchange Commission on January 28, 1993, is incorporated herein by reference in this Form S-8 Registration Statement and made a part hereof. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this 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 22nd day of October, 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, James T. Castro 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.
Signature Title - --------- ----- /s/ Richard P. DiStasio President, Chief Executive Officer and - ----------------------------- Director (Principal Executive Officer) Richard P. DiStasio /s/ Christopher L. Ellis Senior Vice President, Finance and Chief - ----------------------------- Financial Officer (Principal Financial Officer) Christopher L. Ellis /s/ James T. Castro Vice President, Controller (Principal Accounting - ----------------------------- Officer) James T. Castro /s/ Neil A. Springer Director - ----------------------------- Neil A. Springer /s/ Robert V. Delaney Director - ----------------------------- Robert V. Delaney /s/ William N. Weaver, Jr. Director - ----------------------------- William N. Weaver, Jr. /s/ Morley Koffman Director - ----------------------------- Morley Koffman /s/ John W. Puth Director - ----------------------------- John W. Puth /s/ Anthony J. Paoni Director - ----------------------------- Anthony J. Paoni /s/ Stephen B. Timbers Director - ----------------------------- Stephen B. Timbers /s/ Stephen W. Lilienthal Director - ----------------------------- Stephen W. Lilienthal /s/ Paul J. Liska Director - ----------------------------- Paul J. Liska
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 22nd day of October 2003.
Signature Title - --------- ----- /s/ Richard P. DiStasio* President, Chief Executive Officer and Director (Principal - ------------------------------------ Executive Officer) Richard P. DiStasio /s/ Christopher L. Ellis Senior Vice President, Finance and Chief Financial Officer - ------------------------------------ (Principal Financial Officer) Christopher L. Ellis /s/ James T. Castro Vice President, Controller (Principal Accounting Officer) - ------------------------------------ James T. Castro /s/ Neil A. Springer* - ------------------------------------ Neil A. Springer Director /s/ Robert V. Delaney* - ------------------------------------ Robert V. Delaney 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/ Stephen W. Lilienthal* - ------------------------------------ Stephen W. Lilienthal Director /s/ Paul J. Liska* - ------------------------------------ Paul J. Liska Director *By: /s/ Christopher L. Ellis - ------------------------------------ Christopher L. Ellis Attorney-in-fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the USF Employees' 401K Retirement Plan 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 22nd day of October, 2003. USF Employees' 401(k) Retirement Plan Plan Administrator By: /s/ Christopher L. Ellis ------------------------------------------ Christopher L. Ellis Senior Vice President, Finance and Chief Financial Officer 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 (incorporated by reference from Exhibit 4.1 to USF Corporation Registration Statement on Form S-8, filed on May 9, 2003). 4.2 By-laws of USF Corporation, amended as of May 3, 2003 (incorporated by reference from Exhibit 10.3 to USF Corporation Quarterly Report on Form 10-Q for the quarter ended July 5, 2003). 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). 5 Opinion of Sachnoff & Weaver, Ltd. 23 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5). 23.1 Consent of Deloitte & Touche LLP. 24 Power of Attorney (contained on the signature page hereto). - --------------------------------- The Registrant undertakes that it has submitted the Plan and all amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made all changes required by the IRS in order to qualify the Plan. EX-5 3 c80275exv5.txt OPINION OF SACHNOFF & WEAVER, LTD. EXHIBIT 5 [LETTERHEAD OF SACHNOFF & WEAVER, LTD.] October 22, 2003 USF Corporation 8550 West Bryn Mawr Avenue Suite 700 Chicago, IL 60631 RE: REGISTRATION STATEMENT ON FORM S-8 USF EMPLOYEES' 401K RETIREMENT PLAN 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 offering of 285,000 additional shares of the Company's Common Stock, $0.01 par value ("Common Stock"), under the USF Employees' 401K Retirement Plan. 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 Employees' 401K Retirement Plan 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 4 c80275exv23w1.txt CONSENT OF DELOITTE & TOUCHE, LLP 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 and incorporated by reference in the Annual report on Form 10-K of USF Corporation for the year ended December 31, 2002. /s/ Deloitte & Touche LLP Chicago, Illinois October 22, 2003 -----END PRIVACY-ENHANCED MESSAGE-----