As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COACH USA, INC.
(Exact name of registrant as specified in its charter)
Delaware 76-0496471
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Riverway
Suite 600
Houston, Texas 77056-1903
(Address of Principal Executive Offices) (Zip Code)
COACH USA, INC.
1996 NON EMPLOYEE DIRECTORS'
STOCK PLAN
(Full title of the plan)
Richard H. Kristinik
Chief Executive Officer
One Riverway
Suite 600
Houston, Texas 77056-1903
(Name and address of agent for service)
(888) COACH-US
(Telephone number, including area code,
or agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed
Amount to be Registered Maximum Proposed Maximum
Offering Price Aggregate Offering Amount of
Title of Securities to be Registered Per Share (1) Price (1) Registration Fee (1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common Stock, 250,000 Shares $25.875 $6,468,750 $1,960.23
$0.01 par value per share.....................
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act, based
upon the average of the high and low prices of the Registrant's Common
Stock on the New York Stock Exchange on June 23, 1997 as reported in the
Wall Street Journal on June 24, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated by reference hereto pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
Coach USA, Inc. (the "Company") hereby incorporates by reference the
following documents listed below. In addition, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") (prior to the filing of a
post-effective amendment which indicates that all the 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
a part thereof from the date of filing of such documents.
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1996, filed with the Securities and Exchange Commission (the "Commission")
on March 31, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 1997 filed with the Commission on May 15, 1997.
(c) The description of the Common Stock (the "Common Stock") contained
in the Company's Registration Statement on Form 8-A (File No. 1-12939) which was
filed with the Commission on April 29, 1997 pursuant to Section 12 of the
Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since each class of securities to be offered is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws provide 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 persons 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,
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<PAGE>
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 adjudged 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 Seven of the Company's 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 directors 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
5.1 Opinion of Douglas M. Cerny, as to the legality of the
securities being registered.
23.1 Consent of Douglas M. Cerny (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
23.2 Consent of Arthur Andersen LLP.
24.1 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
----------
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 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; 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
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<PAGE>
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent
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 or Form S-8, 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 Securities Exchange Act of 1934 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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<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 Houston, State of Texas, on this 27th day of June,
1997.
Coach USA, Inc.
By /s/Richard H. Kristinik
---------------------
Richard H. Kristinik
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Coach USA, Inc. (the "Company") hereby constitutes and appoints
Richard H. Kristinik, Lawrence K. King and Douglas M. Cerny (with full power to
each of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place and
stead, in any and all capacities, to sign, execute and file this Registration
Statement under the Securities Act, as amended, and any or all amendments
(including, without limitation, post-effective amendments), with all exhibits
and any and all documents required to be filed with respect thereto, with the
Commission or any regulatory authority, granting unto such attorneys-in-fact and
agents, and each of them acting alone, 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 in order to effectuate the same, as fully to all intents and
purposes as he himself might or could do if personally present, hereby ratifying
and confirming all that such attorneys-in-fact and agents, or any of them, or
their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard H. Kristinik
------------------------- Chairman of the Board and June 27, 1997
Richard H. Kristinik Chief Executive Officer
(Principal Executive Officer)
/s/ Lawrence K. King
------------------------- Senior Vice President, Chief June 27, 1997
Lawrence K. King Financial Officer and
Director (Principal Financial
and Accounting Officer)
/s/ John Mercadante, Jr.
------------------------- President, Chief Operating June 27, 1997
John Mercadante, Jr. Officer and Director
/s/ Frank P. Gallagher
------------------------- Senior Vice President -- June 27, 1997
Frank P. Gallagher Corporate Development and
Director
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Gerald Mercadante
------------------------- Senior Vice President -- June 27, 1997
Gerald Mercadante Northeast Region Operations
and Director
/s/ Steven S. Harter
------------------------- Director June 27, 1997
Steven S. Harter
/s/ Charles D. Busskohl
------------------------- Director June 27, 1997
Charles D. Busskohl
/s/ William J. Lynch
------------------------- Director June 27, 1997
William J. Lynch
/s/ Paul M. Verrochi
------------------------- Director June 27, 1997
Paul M. Verrochi
/s/ Thomas A. Werbe
------------------------- Director June 27, 1997
Thomas A. Werbe
</TABLE>
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EXHIBIT 5.1
June 27, 1997
Board of Directors
Coach USA, Inc.
One Riverway
Suite 600
Houston Texas 77056-1903
Gentlemen:
I have acted as counsel to Coach USA, Inc., a Delaware
corporation (the "Company") in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement"), relating to the
registration under the Securities Act of 1933, as amended, of the issuance of
250,000 shares of Common Stock, par value $0.01 per share, of the Company (the
"Shares") issuable upon the exercise of options (the "Options") granted pursuant
to the Coach USA, Inc. 1996 Non-Employee Directors' Stock Plan (the "Plan").
As the basis for the opinions hereinafter expressed, I have
examined such corporate records and documents, certificates of corporate and
public officials and such other instruments as I have deemed necessary for the
purposes of the opinions contained herein. As to all matters of fact material to
such opinions, I have relied upon the representations of officers of the
Company. I have assumed the genuineness of all signatures, the authenticity of
all documents submitted to myself as originals, and the conformity with the
original documents of all documents submitted to myself as copies.
Based upon the foregoing and having due regard for such legal
considerations as I deem relevant, I am of the opinion that the Shares to be
issued upon proper exercise of the Options have been duly authorized, and that
the Shares, when issued upon proper exercise of the Options, will be validly
issued, fully paid and nonassessable.
I hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Douglas M. Cerny
Douglas M. Cerny
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 4, 1997
relating to the consolidated financial statements of Coach USA, Inc. and
Subsidiaries contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement on Form S-8 relating to the Coach USA, Inc. 1996 Non
Employee Directors' Stock Plan.
Arthur Andersen LLP
Houston, Texas
June 26, 1997
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