<PAGE>
As filed with the Securities and Exchange Commission on April 2, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
GENESEE & WYOMING INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 16-0984624
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
71 LEWIS STREET
GREENWICH, CONNECTICUT 06830
(203) 629-3722
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
GENESEE & WYOMING INC. 1996 STOCK OPTION PLAN,
AS AMENDED BY AMENDMENT NO. 1 THERETO
(Full title of Plan)
MORTIMER B. FULLER, III
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
GENESEE & WYOMING INC.
71 LEWIS STREET
GREENWICH, CONNECTICUT 06830
(203) 629-3722
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 200,000/(2)/ $26.75 $5,350,000 $1,622
par value $.01 per share
============================================================================================================
</TABLE>
(1) Estimated in accordance with Rule 457(h), as of March 27, 1998, solely for
the purpose of calculating the registration fee.
(2) Representing the increased number of shares of Class A Common Stock, par
value $.01 per share, issuable pursuant to the Genesee & Wyoming Inc. 1996
Stock Option Plan, as amended by Amendment No. 1 thereto.
____________________
Pursuant to Rule 416, there are also being registered such additional shares of
Class A Common Stock as may become issuable pursuant to anti-dilution provisions
of the Plan.
____________________
The Registrant's Registration Statement on Form S-8 (Registration No. 333-
09165), filed July 30, 1996, is incorporated herein by reference.
<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 Rochester, State of New York, on the 2nd day of
April, 1998.
GENESEE & WYOMING INC.
By: /s/ Alan R. Harris
------------------
Alan R. Harris
Senior Vice President and
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 2nd day of April, 1998.
SIGNATURE TITLE
--------- -----
* Chairman, Chief Executive Officer and
- ------------------------------ Director (Principal Executive Officer)
Mortimer B. Fuller, III
* Senior Vice President and Chief Financial
- ------------------------------ Officer (Principal Financial Officer)
Mark W. Hastings
/s/ Alan R. Harris Senior Vice President and Chief Accounting
- ------------------------------ Officer (Principal Accounting Officer)
Alan R. Harris
* Director
- ------------------------------
James M. Fuller
* Director
- ------------------------------
Louis S. Fuller
* Director
- ------------------------------
Robert M. Melzer
* Director
- ------------------------------
John M. Randolph
* Director
- ------------------------------
Philip J. Ringo
*By: /s/ Alan R. Harris
-------------------------
Alan R. Harris
Attorney-in-Fact
2
<PAGE>
INDEX TO EXHIBITS
* 5.1 Opinion of Harter, Secrest & Emery LLP
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Harter, Secrest & Emery LLP (contained in Exhibit 5.1)
*24.1 Power of Attorney
99.1/(a)/ Amendment No. 1 to Genesee & Wyoming Inc. 1996 Stock Option Plan
__________________________
* Exhibit filed with this Registration Statement.
/(a)/ Incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.
<PAGE>
EXHIBIT 5.1
[letterhead of Harter, Secrest & Emery LLP]
April 2, 1998
Genesee & Wyoming Inc.
71 Lewis Street
Greenwich, CT 06830
Re: Genesee & Wyoming Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested our opinion in connection with your Registration
Statement on Form S-8, filed this date under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission (the "Registration
Statement"), in respect of an additional 200,000 authorized and unissued shares
of the Class A Common Stock, par value $.01 per share (the "Common Stock"), of
Genesee & Wyoming Inc. (the "Corporation"), which may be issued upon exercise,
after the date hereof, of options heretofore or hereafter granted under the
Genesee & Wyoming Inc. 1996 Stock Option Plan as amended by Amendment No. 1
thereto (as so amended, the "Plan").
We have examined the following corporate records and proceedings of the
Corporation in connection with the preparation of this opinion: its Restated
Certificate of Incorporation; its By-laws as currently in force and effect; its
Minute Books, containing minutes and records of other proceedings of its
stockholders, its Board of Directors and the Compensation and Stock Option
Committee of the Board of Directors, from the date of incorporation to the date
hereof; the Plan; the Registration Statement; applicable provisions of the laws
of the State of Delaware; and such other documents and matters as we have deemed
necessary.
In rendering this opinion, we have made such examination of laws as we have
deemed relevant for the purposes hereof. As to various questions of fact
material to this opinion, we have relied upon representations and/or
certificates of officers of the Corporation, certificates and documents issued
by public officials and authorities, and information received from searchers of
public records.
Based upon and in reliance on the foregoing, we are of the opinion that:
1. The Corporation has been duly incorporated and is validly
existing under the laws of the State of Delaware.
2. The Corporation has the authority to issue an additional 200,000
shares of Common Stock pursuant to the terms of the Plan.
<PAGE>
Genesee & Wyoming Inc.
April 2, 1998
Page 2
3. The 200,000 shares of Common Stock to be issued and sold by the
Corporation will, when sold and paid for in accordance with the provisions of
the Plan and the respective stock option agreements pursuant to which options
are granted under the Plan, be validly authorized and legally issued and
outstanding, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement as attorneys
passing upon legal matters in connection with the issuance and sale of the
additional 200,000 shares of Common Stock covered thereby, and we hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Harter, Secrest & Emery LLP
<PAGE>
EXHIBIT 23.1
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 12, 1998
included in Genesee & Wyoming Inc.'s Form 10-K for the year ended December 31,
1997 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 2, 1998
<PAGE>
EXHIBIT 24.1
GENESEE & WYOMING INC.
OFFICERS' AND DIRECTORS' POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being Directors or
Officers of GENESEE & WYOMING INC., a Delaware corporation (the "Corporation"),
which Corporation anticipates filing with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended (the
"Act"), a Registration Statement on Form S-8 (the "Registration Statement") and
one or more Amendments to the Registration Statement on Form S-8 (Registration
No. 333-09165) previously filed by it (collectively, the "Amendments"), to
reflect Amendment No. 1 and Amendment No. 2 to the Genesee & Wyoming Inc. 1996
Stock Option Plan and Amendment No. 1 to the Genesee & Wyoming Inc. Employee
Stock Purchase Plan, and to register under the Act all of the additional shares
of the Corporation's Class A Common Stock issuable as a result thereof, DO
HEREBY constitute and appoint MORTIMER B. FULLER, III, MARK W. HASTINGS, ALAN R.
HARRIS, JAMES B. GRAY, JR. and SUSAN MASCETTE BRANDT, and each of them, the
attorneys of the undersigned with full power of substitution for and in the
name, place and stead of the undersigned:
(1) To sign and file on behalf of the undersigned the Registration
Statement and any and all amendments thereto, the Amendments, any and all
exhibits thereto and any and all applications or other documents to be filed
with the Securities and Exchange Commission pertaining to the securities covered
by the Registration Statement or the Amendments, with full power and authority
to do and perform any and all acts and things whatsoever under and in accordance
with the Act and the rules and regulations promulgated thereunder by said
Commission, hereby ratifying and approving the acts of such attorney or
attorneys, or any such substitute or substitutes.
(2) To take any and all action which they may deem necessary or desirable
to register or qualify the Corporation and further to register or qualify the
securities of the Corporation under the Blue Sky or securities laws of such
states as they may deem necessary and desirable, and in connection therewith to
prepare, execute, acknowledge and file such applications, certificates,
affidavits, covenants, consents to service of process and other documents as
such attorneys may deem necessary or desirable.
This Instrument may be executed in several counterparts, each of which
shall be an original but all of which together shall constitute one and the same
Instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the respective dates set forth below.
Dated: March 28 , 1998 /s Mortimer B. Fuller, III
---- ----------------------------------------
MORTIMER B. FULLER, III
Chairman of the Board and
Chief Executive Officer
Dated: March 28 , 1998 /s Mark W. Hastings
---- ----------------------------------------
MARK W. HASTINGS
Senior Vice President and
Chief Financial Officer
Dated: March 28 , 1998 /s Alan R. Harris
---- ----------------------------------------
ALAN R. HARRIS
Senior Vice President and
Chief Accounting Officer
Dated: March 28 , 1998 /s James Fuller
---- ----------------------------------------
JAMES M. FULLER, Director
Dated: March 28 , 1998 /s Louis S. Fuller
---- ----------------------------------------
LOUIS S. FULLER, Director
Dated: March 28 , 1998 /s R.M. Melzer
---- ----------------------------------------
ROBERT M. MELZER, Director
Dated: March 28 , 1998 /s John M. Randolph
---- ----------------------------------------
JOHN M. RANDOLPH, Director
Dated: March 28 , 1998 /s Philip J. Ringo
---- ----------------------------------------
PHILIP J. RINGO, Director
2
<PAGE>
State of Arizona )
-----------
County of Maricopa ) ss:
----------
On this 28th day of March, 1998, before me personally came MORTIMER B.
----
FULLER, III, to me known and known to me to be the individual described in, and
who executed the foregoing instrument, and he acknowledged to me that he
executed the same.
/s Marilyn C. Hansen
----------------------------------------
Notary Public
State of Arizona )
-----------
County of Maricopa ) ss:
----------
On this 28th day of March, 1998, before me personally came MARK W. HASTINGS,
----
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s Marilyn C. Hansen
----------------------------------------
Notary Public
State of Arizona )
- --------------------
County of Maricopa ) ss:
- --------------------
On this 28th day of March, 1998, before me personally came ALAN R. HARRIS,
----
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s Marilyn C. Hansen
----------------------------------------
Notary Public
3
<PAGE>
State of Arizona )
---------
County of Maricopa ) ss:
----------
On this 28th day of March, 1998, before me personally came JAMES M. FULLER,
----
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s Marilyn S. Hansen
----------------------------------------
Notary Public
State of Arizona )
-----------
County of Maricopa ) ss:
----------
On this 28th day of March, 1998, before me personally came LOUIS S. FULLER,
----
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s Marilyn S. Hansen
----------------------------------------
Notary Public
State of Arizona )
-----------
County of Maricopa ) ss:
----------
On this 28th day of March, 1998, before me personally came ROBERT M.
----
MELZER, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s Marilyn C. Hansen
----------------------------------------
Notary Public
4
<PAGE>
State of Arizona )
-----------
County of Maricopa ) ss:
----------
On this 28th day of March, 1998, before me personally came JOHN M.
----
RANDOLPH, to me known and known to me to be the individual described in, and who
executed the foregoing instrument, and he acknowledged to me that he executed
the same.
/s Marilyn C. Hansen
---------------------------------------------
Notary Public
State of Arizona )
-----------
County of Maricopa ) ss:
----------
On this 28th day of March, 1998, before me personally came PHILIP J. RINGO,
----
to me known and known to me to be the individual described in, and who executed
the foregoing instrument, and he acknowledged to me that he executed the same.
/s Marilyn S. Hansen
----------------------------------------
Notary Public
5
