Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CONSOLIDATED DELIVERY & LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3350958
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
Mack Centre IV, 61 South Paramus Road, Paramus, New Jersey 07652
(Address of principal executive offices; zip code)
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Consolidated Delivery & Logistics, Inc. 1995 Stock Option Plan for
Independent Directors
(Full title of the plan)
John Mattei
Chairman of the Board
Consolidated Delivery & Logistics, Inc.
Mack Centre IV, 61 South Paramus Road, Paramus, New Jersey 07652
(201) 291-1900
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
John D. Hogoboom, Esq.
Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (2) Offering Price (2) Registration Fee
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Common Stock, par
value $.001 per share 100,000 shares (1) $8.25 $825,000 $285
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</TABLE>
(1) Plus such additional shares of Common Stock as may be issuable pursuant
to the anti-dilution provisions of the Consolidated Delivery & Logistics, Inc.
1995 Stock Option Plan for Independent Directors.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis of
the average of the high and low sale prices for a share of Common Stock on the
NASDAQ Stock Market's National Market on May 6, 1996.
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<PAGE>
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Consolidated Delivery & Logistics,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this registration statement:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (File No. 0-26954); and
(ii) The description of the Company's Common Stock, par value $.001 per
share, contained in the Company's Registration Statement on Form 8-A (File No.
0-26954), including any amendment or report filed for the purpose of updating
such information.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"). Any statement contained in any Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Article Seventh of the Company's Second Restated Certificate of
Incorporation provides that the Company shall, to the fullest extent permitted
by Section 145 of the General Corporation Law of the State of Delaware, as
amended from time to time, indemnify all directors and officers of the Company
whom it may indemnify pursuant thereto.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been judged liable to the corporation unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
Article Eighth of the Company's Second Restated Certificate of
Incorporation provides that the Company's directors will not be personally
liable to the Company or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as director except (a) for any breach of the
duty of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions or (d) for transactions from which directors derive
improper personal benefit.
The Company maintains directors' and officers' liability insurance
which insures its directors and officers and the directors and officers of its
subsidiaries against certain liabilities in certain circumstances. In addition,
the Company intends to enter into indemnification agreements with each of its
directors and executive officers under which the person who is a party thereto
is entitled to indemnification and advancement of expenses in certain
circumstances.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
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 acts 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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the 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, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act 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 Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 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 Borough of Paramus, State of New Jersey, on May 7, 1996.
CONSOLIDATED DELIVERY & LOGISTICS, INC.
By: /s/ John Mattei
________________
John Mattei, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 7, 1996. Each of the undersigned hereby constitutes
and appoints John Mattei, William T. Brannan and Joseph G. Wojak, and each of
them, his 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, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 relating to the
Consolidated Delivery & Logistics, Inc. 1995 Stock Option Plan for Independent
Directors and to file the same, together with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary or advisable, 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 his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Capacity
/s/ John Mattei
_________________________ Chairman of the Board, Chief Executive Officer
John Mattei (Principal Executive Officer) and Director
/s/ William T. Brannan
________________________ President, Chief Operating Officer and Director
William T. Brannan
/s/ Joseph G. Wojak
__________________________ Executive Vice President, Chief Financial Officer
Joseph G. Wojak (Principal Financial and Accounting Officer),
Secretary and Director
/s/ William Beaury
__________________________ Vice Chairman and Director
William Beaury
/s/ Vincent Brana
__________________________ Director
Vincent Brana
/s/ Michael Brooks
__________________________ Director
Michael Brooks
/s/ Juan Camandona
__________________________ Director
Juan Camandona
/s/ Curtis Hight
__________________________ Director
Curtis Hight
/s/ Howard E. Kronick
__________________________ Director
Howard E. Kronick
/s/ Labe Leibowitz
__________________________ Director
Labe Leibowitz
/s/ Thomas LoPresti
__________________________ Director
Thomas LoPresti
/s/ David Mathia
__________________________ Director
David Mathia
/s/ Philip Snyder
__________________________ Director
Philip Snyder
/s/ Robert Wyatt
__________________________ Director
Robert Wyatt
__________________________ Director
Stephen J. Zrowka
/s/ William M. Kearns, Jr.
__________________________ Director
William M. Kearns, Jr.
/s/ Kenneth W. Tunnell
__________________________ Director
Kenneth W. Tunnell
/s/ Albert W. VanNess, Jr.
__________________________ Director
Albert W. Van Ness, Jr.
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EXHIBIT INDEX
Exhibit
Number Description Page No.
4.1 Second Restated Certificate of Incorporation of Consolidated Delivery
& Logistics, Inc. (filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (File No. 33-97008) and incorporated herein by
reference).
4.2 Amended and Restated By-laws of Consolidated Delivery & Logistics,Inc.
(filed as Exhibit 3.2 to the Company's Registration Statement on Form
S-1 (File No. 33-97008) and incorporated herein by reference).
5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.* 10
23.1 Consent of Arthur Andersen LLP.* 11
23.2 Consent of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.A.
(contained in Exhibit 5.1).
25.1 Power of Attorney (contained in the signature pages to this
registration statement).
99.1 Consolidated Delivery & Logistics, Inc. 1995 Stock Option Plan for
Independent Directors (filed as Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (File No. 33-97008) and
incorporated herein by reference).
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* Filed herewith.
May 7, 1996
Consolidated Delivery & Logistics, Inc.
Mack Centre IV
61 South Paramus Road
Paramus, New Jersey 07652
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 100,000 shares of Common Stock, par value $.001 per
share (the "Common Stock"), of Consolidated Delivery & Logistics, Inc., a
Delaware corporation (the "Company"), to be issued and sold pursuant to the
Consolidated Delivery & Logistics, Inc. 1995 Stock Option Plan for Independent
Directors (the "Plan"), we have examined such corporate records, certificates
and other documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the
shares of Common Stock to be issued under the Plan have been duly authorized
and, when issued in accordance with the terms and conditions of the Plan
(including the due payment of the purchase price set forth in the Plan), will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/LOWENSTEIN, SANDLER, KOHL,
FISHER & BOYLAN, P.A.
LOWENSTEIN, SANDLER, KOHL,
FISHER & BOYLAN, P.A.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports related to
Consolidated Delivery & Logistics, Inc. and subsidiaries and the Combined
Founding Companies dated March 19, 1996 included in Consolidated Delivery &
Logistics, Inc.'s Form 10-K, File No. 0-26954 and to all references to our firm
included in this registration statement.
Roseland, New Jersey /s/ Arthur Andersen LLP
May 3, 1996 Arthur Andersen LLP
