As filed with the Securities and Exchange Commission on February 11, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
UNITED SHIPPING & TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0355929
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
9850 - 51ST AVENUE NORTH, SUITE 110
MINNEAPOLIS, MINNESOTA 55442
(Address of principal executive offices)
-------------------------
UNITED SHIPPING & TECHNOLOGY, INC.
1995 STOCK OPTION PLAN
UNITED SHIPPING & TECHNOLOGY, INC.
1996 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
-------------------------
PETER C. LYTLE
9850 51st Avenue North, Suite 110
Minneapolis, Minnesota 55442
(Name and address of agent for service)
(612) 941-4080
(Telephone number, including area code, of agent for service)
COPIES TO:
THOMAS F. STEICHEN, ESQ.
Briggs and Morgan, Professional Association
2400 IDS Center
Minneapolis, MN 55402-2157
(612) 334-8400
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED (1) OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION FEE
REGISTERED (2) PRICE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.004 per share....... . 1,610,000 Shares $12.50 $20,125,000.00 $5,313.00
=========================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the United Shipping &
Technology, Inc. 1995 Stock Option Plan or the United Shipping &
Technology, Inc. 1996 Director Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of outstanding shares of Common Stock.
(2) Calculated solely for the purposes of this offering under Rule 457(h)
of the Securities Act of 1933, as amended, on the basis of the average
of the high and low sales prices for such stock as reported by the
Nasdaq Stock Market on February 9, 2000.
================================================================================
<PAGE>
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is being filed by United Shipping &
Technology, Inc. (the "Company") pursuant to General Instruction E to the Form
S-8 Registration Statement under the Securities Act of 1933, as amended, to
register an additional 1,500,000 shares of the Company's Common Stock, $.004 par
value (the "Common Stock"), issuable pursuant to the Company's 1995 Stock Option
Plan (the "1995 Plan"), and 110,000 shares of Common Stock, issuable pursuant to
the Company's 1996 Director Stock Option Plan (the "1996 Plan"). 450,000 shares
of Common Stock issuable under the 1995 Plan and 100,000 shares of Common Stock
issuable under the 1996 Plan have been previously registered pursuant to the
Company's Form S-8 Registration Statement filed with the Securities and Exchange
Commission on June 19, 1996 (Registration No. 333-06269) and the information
contained therein is hereby incorporated by reference herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We incorporate herein by reference the following documents or portions
of documents, as of their respective dates as filed with the Securities and
Exchange Commission:
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You can inspect and copy the registration
statement as well as reports, proxy statements and other information we have
filed with the SEC at the public reference room maintained by the SEC in
Washington, D.C., New York, New York and Chicago, Illinois. You can call the SEC
at 1-800-732-0330 for further information about the public reference rooms. We
are also required to file electronic versions of these documents with the SEC,
which may be accessed through the SEC's Web Site at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to the documents we file with the SEC. The information
incorporated by reference is considered to be part of this registration
statement. Information that we file later with the SEC will automatically update
and supersede this information. We incorporate herein by reference the following
documents or portions of documents, as of their respective dates as filed with
the SEC:
* Annual Report on Form 10-KSB for the year ended June 30, 1999;
* Quarterly Report on Form 10-QSB for the quarter ended October
2, 1999;
* Description of our common stock contained in our Registration
Statement on Form SB-2 (No. 333-01652C) filed on May 29, 1996
(as amended); and
* Current Reports on Form 8-K filed on October 8, 1999 (as
amended on December 8, 1999), November 12, 1999 and November
12, 1999.
All reports and other documents that we subsequently filed pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Unless prohibited in a corporation's articles, Utah Statutes Section
16-10a-903 requires indemnification of directors against reasonable expenses
(including attorneys' fees) incurred by such person in connection with the
successful defense of any proceeding to which he or she was a party
II-1
<PAGE>
because he or she is or was a director of a Utah corporation. Further, Utah
Statutes Section 16-10a-907 requires indemnification for officers to the same
extent as directors, provides that a corporation may also indemnify employees
and agents, and provides that a corporation may indemnify all of such persons to
a greater extent than is statutorily required. Article IV of the Company's
Amended and Restated Articles of Incorporation provide that the Company shall
indemnify officers and directors against any and all expenses arising out of any
suit or proceeding to which they are a party because of their serving the
Company as such, except in relation to matters as to which any officer or
director is adjudged liable for his or her own negligence or misconduct in the
performance of his or her duty. The Company's Bylaws also provide for certain
indemnification of directors, officers, employees and agents, past or present,
of the Company, and persons serving as such of another corporation or entity at
the request of the Company.
ITEM 8. EXHIBITS.
Number Description
- ------ -----------
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Independent Auditor's Consent.
23.2 Consent of Independent Accountants.
23.3 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on Signature Page).
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; (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; and (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.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-2
<PAGE>
(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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or 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.
(b) Insofar as indemnification for liabilities arising under the
Securities Act 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 SEC 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.
II-3
<PAGE>
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 City of Minneapolis, State of Minnesota, on the 11th day of
February, 2000.
UNITED SHIPPING & TECHNOLOGY, INC.
By /s/ Peter C. Lytle
-----------------------------------------
Peter C. Lytle
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter C. Lytle and Kenneth D. Zigrino, or
either of them (with full power to act alone), as his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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 Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite or 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 their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Peter C. Lytle President, Chief Executive Officer February 11, 2000
- ------------------------- and Director (Principal Executive
Peter C. Lytle Officer)
/s/ Timothy G. Becker Chief Financial Officer (Principal February 11, 2000
- ------------------------- Accounting and Financial Officer)
Timothy G. Becker
Director
- -------------------------
Marlin Rudebusch
/s/ Susan M. Clemens Director February 11, 2000
- -------------------------
Susan M. Clemens
<PAGE>
/s/ Ronald G. Olson Director February 11, 2000
- -------------------------
Ronald G. Olson
Director
- -------------------------
James A. Bartholomew
/s/ Marshall T. Masko Director February 11, 2000
- -------------------------
Marshall T. Masko
/s/ Peter Kooman Director February 11, 2000
- -------------------------
Peter Kooman
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Briggs and Morgan, Professional Association.
23.1 Independent Auditor's Consent.
23.2 Consent of Independent Accountants.
23.3 Consent of Briggs and Morgan, Professional Association (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on Signature Page).
EXHIBIT 5.1
BRIGGS AND MORGAN
PROFESSIONAL ASSOCIATION
2400 IDS CENTER
MINNEAPOLIS, MN 55402
(612) 334-8400
February 11, 2000
Writer's Direct Dial Number: Writer's E-Mail Address:
(612) 334-8455 [email protected]
United Shipping & Technology, Inc.
9850 51st Avenue North, Suite 110
Minneapolis, MN 55442
RE: UNITED SHIPPING & TECHNOLOGY, INC.
1995 STOCK OPTION PLAN
1996 DIRECTOR STOCK OPTION PLAN
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
In connection with 1,610,000 shares of common stock, $.004 par value
(the "Shares"), of United Shipping & Technology, Inc. (the "Company") issuable
upon exercise of options granted under the Company's 1995 Stock Option Plan
(1,500,000) and its 1996 Director Stock Option Plan (110,000) (collectively, the
"Plans") and included in a Registration Statement on Form S-8 (the "Registration
Statement"), we have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of this
opinion and, based thereon, we advise you that, in our opinion the Shares have
been duly authorized by the Company and when duly executed and authenticated,
paid for and delivered in accordance with the terms of the Plans, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above described Registration Statement.
Very truly yours,
BRIGGS AND MORGAN,
Professional Association
By /s/ Avron L. Gordon
--------------------------------------
Avron L. Gordon
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
United Shipping & Technology, Inc. on Form S-8 of our report dated August 13,
1999, except for Notes 2 and 15, as to which the date is September 9, 1999
appearing in the Annual Report on Form 10-KSB of United Shipping & Technology,
Inc. for the year ended June 30, 1999.
/s/ Lurie, Besikof, Lapidus & Co., LLP
- --------------------------------------
Lurie, Besikof, Lapidus & Co., LLP
Minneapolis, Minnesota,
February 10, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 27, 1999 (except for Note 11,
for which the date is September 8, 1999) relating to the combined financial
statements of the Courier Operations of Corporate Express Delivery Systems, Inc.
as of January 30, 1999 and January 31, 1998 and for the year ended January 30,
1999, the eleven months ended January 31, 1998 and the year ended March 1, 1997,
which appears in the Amended Current Report on Form 8-K/A of United Shipping &
Technology, Inc. dated December 8, 1999 (No. 000-28452).
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Houston, Texas
February 9, 2000
