<PAGE>
As filed with the Securities and Exchange Commission on June 6, 1996.
Registration No. 33-45608
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PS GROUP HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-0692068
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
(619) 642-2999
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
Recontek, Inc. 1987 Employee Stock Option Plan
----------------------------------------------
(full title of plan)
JOHANNA UNGER
Vice President, Controller and Secretary
PS Group Holdings, Inc.
4370 La Jolla Village Drive, Suite 1050
San Diego, CA 92122
(619) 642-2999
(Name, address including zip code, and telephone number, including area code,
of agent for service)
Copy To:
HENRY LESSER, ESQ.
Irell & Manella LLP
Suite 3300, 333 South Hope Street
Los Angeles, California 90071
(213) 620-1555
* Filed as a Post-Effective Amendment to Form S-8 previously filed by PS
Group, Inc. on February 10, 1992, pursuant to the procedure contemplated in a
letter dated January 25, 1996 from the Chief Counsel of the Division of
Corporation Finance of the Securities and Exchange Commission to PS Group, Inc.
See, further, "Introductory Statement Not Forming Part of Prospectus."
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
PS Group Holdings, Inc. (the "Company") hereby amends the Form S-8 No.
33-45608 filed by PS Group, Inc. on February 10, 1992, relating to shares of its
common stock, par value $1.00 per share ("Common Stock"), issuable upon exercise
of employee stock options granted under the Recontek 1987 Employee Stock Option
Plan ("Plan"). The Plan was previously a stock option plan of PS Group, Inc.
("PS Group") formerly the sole stockholder of the Company. On June 5, 1996,
pursuant to a Restated Agreement and Plan of Reorganization dated as of January
31, 1996 ("Reorganization Agreement"), PS Group consummated a holding company
reorganization transaction in which the stockholders of PS Group exchanged their
shares in PS Group for shares in the Company and the Company, formerly a wholly-
owned subsidiary of PS Group, because the sole stockholder of PS Group.
Pursuant to the Reorganization Agreement and an Amendment to Restated and
Amended Recontek, Inc. 1987 Employee Stock Option Plan, the options previously
issued and outstanding under the Plan became options to purchase the same number
of shares of Common Stock of the Company on the same terms.
This Registration Statement is filed pursuant to the procedure contemplated
in a letter dated January 25, 1996 from the Chief Counsel of the Division of
Corporation Finance of the Securities and Exchange Commission to PS Group, Inc.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In addition to the materials previously incorporated by reference into this
registration statement by PS Group, Inc., the predecessor registrant to PS Group
Holdings, Inc. (the "Company" or "Registrant"), the Company hereby incorporates
by reference the Form 8-K filed by the Company on June 6, 1996, relating to the
registration of the Company's common stock under section 12 of the Securities
Exchange Act of 1934.
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, as amended, 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 into this Registration Statement
and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document all or a portion of which
is incorporated or deemed to be incorporated by reference herein 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 filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers
The Company's By-laws provide that the Company shall indemnify and advance
expenses to any person to the fullest extent permitted by the General
Corporation Law of the State of Delaware (the "Delaware Corporate Law"),
whenever they are defendants or threatened to be made defendants in any legal or
administrative proceeding by reason of the fact that such person is or was a
director or officer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity. Section
145 of the Delaware Corporate Law provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if such person acted in good faith and in a manner
the person 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 not
reasonable cause to believe was unlawful. A similar standard of care is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and then, where the person is adjudged
to be liable to the corporation, only if and to the extent that the Court of
Chancery of the State of Delaware or the court in which such action was brought
determines that such person is fairly and reasonably entitled to such indemnity
and then only for such expenses as the court shall deem proper.
The Company has entered into Indemnity Agreements with its directors and
officers contractually obligating the Company to provide indemnification rights
substantially similar to those described above.
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<PAGE>
The Company is empowered by Section 102(b)(7) of the Delaware Corporate Law
to include a provision in its Certificate of Incorporation that limits a
director's liability to the Company or its stockholders for monetary damages for
breaches of his or her fiduciary duty as a director. The Company's Certificate
of Incorporation states that directors shall not be liable for monetary damages
for breaches of their fiduciary duty to the fullest extent permitted by the
Delaware Corporate Law.
The Company maintains directors' and officers' insurance for certain
expenses and losses for which indemnification is permitted by the Delaware
Corporate Law and the Company's By-laws, including liabilities under the
securities laws.
ITEM 8. EXHIBITS.
4.1 Recontek 1987 Employee Stock Option Plan*
4.2 Form of Recontek 1987 Employee Stock Option Agreement*
4.3 Amendment to Recontek 1987 Employee Stock Option Plan
4.4 Restated Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 99.4 of the Company's Form 8-K filed on June 6,
1996)
5.1 Opinion of Irell & Manella LLP as to the legality of the securities
registered hereunder
23.1 Consent of Irell & Manella (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors (incorporated by
reference to Exhibit 23 of PS Group's 1995 Annual Report on Form 10-K)
24.1 Power of Attorney appointing Charles E. Rickershauser, Jr. and J.P.
Guerin to sign and file amendments hereto (included on Signature Page)
- ---------------
* Previously filed.
ITEM 9. UNDERTAKINGS
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 Securities and Exchange 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 proceedings) 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.
The undersigned registrant hereby undertakes:
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<PAGE>
(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 1993;
(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 and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 422(b) if, in the aggregate, the changes in volume and
price represent no more than 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;
(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.
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 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.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, PS Group Holdings, Inc., a Delaware corporation, 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 Los
Angeles, State of California, on the 6th day of June, 1996.
PS GROUP HOLDINGS, INC.
a Delaware corporation
By: /s/
------------------------------
Charles E. Rickershauser, Jr.
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Charles E. Rickershauser, Jr.
and J.P. Guerin, and each of them, his true and lawful attorney-in-fact and
agent, 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, without limitation, 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, 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, and each of them, or his
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, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 6, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Director, Chairman of the Board
- ---------------------------------- and Chief Executive Officer
Charles E. Rickershauser, Jr. (principal executive officer)
/s/ Vice President-Finance and
- ---------------------------------- Chief Financial Officer
Lawrence A. Guske (principal financial officer)
/s/ Vice President, Controller
- ---------------------------------- and Secretary (Controller and
Johanna Unger principal accounting officer)
/s/
- ---------------------------------- Director
J.P. Guerin
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Director
- -----------------------------------
Robert M. Fomon
/s/ Director
- -----------------------------------
Gordon C. Luce
/s/ Director
- -----------------------------------
Donald W. Killian, Jr.
/s/ Director
- -----------------------------------
Joseph S. Pirinea
/s/ Director
- -----------------------------------
Christopher Harwood Bernard Mills
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ------------
<S> <C> <C>
4.1 Recontek 1987 Employee Stock Option Plan*
4.2 Form of Recontek 1987 Employee Stock Option Agreement*
4.3 Amendment to Recontek 1987 Employee Stock Option Plan
4.4 Restated Certificate of Incorporation of the
Registrant (incorporated by reference to
Exhibit 99.4 of the Company's Form 8-K filed
on June 6, 1996)
5.1 Opinion of Irell & Manella LLP as to the legality of
the securities registered hereunder
23.1 Consent of Irell & Manella (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
(incorporated by reference to Exhibit 23 of PS Group's
1995 Annual Report on Form 10-K)
24.1 Power of Attorney appointing Charles E. Rickershauser,
Jr. and J. P. Guerin to sign and file amendments
hereto (included on Signature Page)
</TABLE>
___________________
* Previously filed.
<PAGE>
EXHIBIT 4.3
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AMENDMENT TO RESTATED AND AMENDED
RECONTEK, INC. 1987 EMPLOYEE STOCK OPTION PLAN
WHEREAS, PS Group, Inc. ("PS Group") has entered into an agreement and plan
of reorganization with PS Group Holdings, Inc. ("Holdings") and PSG Merger
Subsidiary, Inc. ("Merger Sub") pursuant to which it is contemplated that Merger
Sub will be merged with and into PS Group, shares of PS Group will be exchanged
for shares of Holdings, and Holdings, formerly a subsidiary of PS Group, will
become the sole shareholder of the Company (the "Reorganization"); and
WHEREAS, under Section N of the Recontek, Inc. 1987 Employee Stock Option
Plan (Restated and amended as of March 25, 1991) (the "Stock Option Plan"), if
the outstanding shares of PS Group are exchanged for a different kind of shares,
the number and kind of shares issuable upon exercise of options outstanding
under the Stock Option Plan are to be appropriately and proportionately adjusted
as determined by the Board of Directors of PS Group;
WHEREAS, the Board of Directors of PS Group has determined that immediately
upon consummation of the Reorganization, Holdings shall assume the obligations
of PS Group under the Stock Option Plan, and each issued and outstanding option
under the Stock Option Plan shall be converted into and shall represent an
option to acquire an equivalent number of shares of common stock of Holdings;
NOW, THEREFORE, the Stock Option Plan and the options issued and
outstanding thereunder shall be amended and adjusted as follows:
1. Immediately upon consummation of the Reorganization, each option that
is then issued and outstanding under the Stock Option Plan shall be converted
into, and shall represent, an option to purchase an equivalent number of shares
of Holdings, on the same terms.
2. Immediately upon consummation of the Reorganization, the Stock Option
Plan shall be assumed and adopted by, and shall become a stock option plan of,
Holdings, and shall be administered by the Board of Directors of Holdings.
3. Immediately upon consummation of the Reorganization, Section B(b) of
the Stock Option Plan shall be amended and restated to read as follows:
"(b) The word "Corporation" refers to PS Group Holdings, Inc."
<PAGE>
4. Immediately upon consummation of the Reorganization, Section B(d) of
the Stock Option Plan shall be amended and restated to read as follows:
"(d) The word "Committee" refers to the Board of Directors of the
Corporation."
The Stock Option Plan is hereby adopted as a plan of Holdings.
PS GROUP, INC.
/s/
---------------------------
LAWRENCE A. GUSKE
Vice President - Finance and
Chief Financial Officer
Accepted and Agreed:
PS GROUP HOLDINGS, INC.
/s/
- --------------------------
JOHANNA UNGER
Vice President, Controller
and Secretary
<PAGE>
EXHIBIT 5.1
-----------
June 6, 1996
PS Group Holdings, Inc.
4370 La Jolla Village Drive
Suite 1050
San Diego, CA 92122
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 469 shares of Common Stock, par value $1.00 per share (the
"Securities"), of PS Group Holdings, Inc., a Delaware corporation (the
"Company") issuable upon the exercise of options granted under the Recontek,
Inc. 1987 Employee Stock Option Plan, as amended (the "Plan"), we, as counsel to
the Company, 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, and we have considered the
proceedings which we, as counsel to the Company, contemplate will be taken in
connection with the issuance of such Securities. We have relied as to certain
matters on information obtained from public officers, officers of the Company
and other sources believed by us to be responsible.
Upon the basis of the aforementioned examination, we advise you that, in
our opinion, when the certificates representing the Securities have been duly
signed by the Company and countersigned by the transfer agent and registrar of
the Company in accordance with the By-laws of the Company, and the Securities
have been issued and delivered as contemplated by the Plan, the Securities will
be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
registration statement with respect to the Securities. In giving such consent,
we do not thereby admit that we are in the category of person whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/
Irell & Manella LLP
