<PAGE>
As filed with the Securities and Exchange Commission on August 11, 1997
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SLH CORPORATION
(Exact name of registrant as specified in its charter)
KANSAS 43-1764632
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5000 West 95th Street, Suite 260, Overland Park, Kansas 66207
(913) 652-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
SLH CORPORATION
1997 STOCK INCENTIVE PLAN
John H. Calvert, Esq.
Lathrop & Gage L.C.
2345 Grand Boulevard, Suite 2800
Kansas City, Missouri 64108
(816) 460-5807
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
James R. Seward
President and Chief Executive Officer
SLH Corporation
5000 West 95th Street, Suite 260
Overland Park, Kansas 66207
(913) 652-1000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Maximum Aggregate
Title of Each Class of Amount to be Offering Price Offering Amount of
Securities to be Registered Registered(1) Per Unit(2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value............780,000 $34.50 $26,910,000 $8,155
</TABLE>
(1) Plus such additional amount which may result from plan adjustments,
stock splits, stock dividends or similar transactions with respect to
undistributed shares.
(2) Pursuant to Rule 457(c) and (h), and solely for
purposes of calculating the registration fee, the proposed maximum offering
price per share and the proposed maximum aggregate offering price are based upon
the average of the high and low prices of the Common Stock of the Registrant as
reported by NASDAQ on August 5, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I is not being filed with the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
This Registration Statement covers the offering of Common Stock of SLH
Corporation (the "Company" or "Registrant") under the SLH Corporation 1997 Stock
Incentive Plan. The Company hereby incorporates by reference the following
documents:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996 ;
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;
3. The description of the Company's Common Stock contained in its
Registration Statement on Form 10 dated December 21, 1996, as amended by
Amendment No. 1 on Form 10/A, dated February 4, 1997 and Amendment No. 2 on Form
10/A, dated February 12, 1997; and
4. 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 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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Item 6. Indemnification of Directors and Officers
Limitation of Liability of Directors.
The Articles of Incorporation provide that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under Section 17-6424 of the KGCC,
which concerns unlawful
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payments of dividends, stock purchases or redemptions, or (4) for any
transaction from which the director derived an improper personal benefit.
While the Articles of Incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Articles of Incorporation will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care. The
provisions of the Articles of Incorporation described above apply to an officer
of the Company only if he or she is a director of the Company and is acting in
his or her capacity as director, and do not apply to officers of the Company who
are not directors.
Indemnification of Directors and Officers.
The Articles of Incorporation provides that each person who is or was
or had agreed to become a director or officer of the Company, or each such
person who is or was serving or who had agreed to serve at the request of the
Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Bylaws, to the fullest extent permitted from time to time by
the KGCC, as the same exists or may hereafter be amended (but, if permitted by
applicable law, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment) or any other
applicable laws as presently or hereafter in effect. The Company may, by action
of the Company Board, provide indemnification to employees and agents of the
Company, and to persons serving as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, at the request of the
Company, with the same scope and effect as the foregoing indemnification of
directors and officers. The Company may be required to indemnify any person
seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Company Board or is a proceeding to enforce such person's
claim to indemnification pursuant to the rights granted by the Articles of
Incorporation or otherwise by the Company. In addition, the Company may enter
into one or more agreements with any person providing for indemnification
greater or different than that provided in the Articles of Incorporation.
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The Bylaws provide that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director or officer of the Company
or is or was serving at the request of the Company as a director or officer of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such Proceeding is alleged action in an official capacity as a
director or officer or in any other capacity while serving as a director or
officer, will be indemnified and held harmless by the Company to the fullest
extent authorized by the KGCC as the same exists or may in the future be amended
(but, if permitted by applicable law, in the case of any such amendment, only to
the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to
be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification will continue as to a person who
has ceased to be a director or officer and will inure to the benefit of his or
her heirs, executors and administrators; provided, however, except as described
in the second following paragraph with respect to Proceedings to enforce rights
to indemnification, the Company will indemnify any such person seeking
indemnification in connection with a Proceeding (or part thereof) initiated by
such person only if such Proceeding (or part thereof) was authorized by the
Company Board.
Pursuant to the Bylaws, to obtain indemnification, a claimant is to
submit to the Company a written request for indemnification. Upon such written
request by a claimant, a determination, if required by applicable law, with
respect to the claimant's entitlement to indemnification will be made, if
requested by the claimant, by independent legal counsel, or if the claimant does
not so request, by the Company Board by a majority vote of the disinterested
directors even though less than a quorum or, if there are no disinterested
directors or the disinterested directors so direct, by independent legal counsel
in a written opinion to the Company Board, or if the disinterested directors so
direct, by the stockholders of the Company. In the event the determination of
entitlement to indemnification is to be made by independent legal counsel at the
request of
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the claimant, the independent legal counsel will be selected by the Company
Board unless there shall have occurred within two years prior to the date of the
commencement of the action, suit or proceeding for which indemnification is
claimed a Change of Control, in which case the independent legal counsel will be
selected by the claimant unless the claimant requests that such selection be
made by the Company Board.
Pursuant to the Bylaws, if a claim described in the preceding
paragraph is not paid in full by the Company within thirty days after a written
claim pursuant to the preceding paragraph has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant will be entitled to be paid also the expense of prosecuting such claim.
The Bylaws provide that it will be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Company) that the claimant has not
met the standard of conduct which makes it permissible under the KGCC for the
Company to indemnify the claimant for the amount claimed, but the burden of
proving such defense will be on the Company. Neither the failure of the Company
(including the disinterested directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
KGCC, nor an actual determination by the Company (including the disinterested
directors, independent legal counsel or stockholders) that the claimant has not
met such applicable standard of conduct, will be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. However, the Company will be bound by a determination pursuant to the
procedures set forth in the Bylaws that the claimant is entitled to
indemnification in any suit brought by a claimant pursuant to the Bylaws.
The Bylaws provide that the right to indemnification and the payment of
expenses incurred in defending a Proceeding in advance of its final disposition
conferred in the Bylaws will not be exclusive of any other right which any
person may have or may in the future acquire under any statute, provision of the
Articles of Incorporation, the Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise. The Bylaws permit the Company to maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such person against such expense,
liability or loss under the KGCC. The Company intends to obtain directors' and
officers' liability insurance providing coverage to its directors and officers.
In addition, the Bylaws authorize the Company, to the extent authorized from
time to time by the Company Board, to grant rights to indemnification and rights
to be paid by the Company the expenses incurred in defending any Proceeding in
advance of its final disposition, to any employee or agent of the Company to the
fullest extent of the provisions of the Bylaws with respect to the
indemnification and advancement of expenses of directors and officers of the
Company.
<PAGE>
The Bylaws provide that the right to indemnification conferred therein
is a contract right and includes the right to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its final
disposition, except that if the KGCC requires, the payment of such expenses
incurred by a director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the Bylaws or otherwise.
Item 7. Exemptions from Registration Claimed.
Not Applicable.
Item 8. Exhibits
(a) Exhibits are listed on the Exhibit Index to this Registration
Statement.
(b) Not Applicable. The Plan is not qualified under Section 401 of the
Internal Revenue Code.
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Item 9. Undertakings
(a) The 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; 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;
<PAGE>
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 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 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 Securities
Exchange Act of 1934 that is incorporated by reference in the 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 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
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 Act and will
be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to 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 Kansas City, State of Missouri, on this 8th day of
August, 1997.
SLH CORPORATION
s/James R. Seward
By _______________________________
James R. Seward
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Seward, P. Anthony Jacobs and
Steven K. Fitzwater and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities & 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 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 any of them, or their
or his 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 below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
S/James R. Seward
___________________________ President (Principal
James R. Seward Executive Officer) and Director August 8, 1997
s/P. Anthony Jacobs
___________________________ Chairman of the Board and
P. Anthony Jacobs Director August 8, 1997
s/Steven K. Fitzwater
___________________________ Vice President, Chief Accounting and
Steven K. Fitzwater Financial Officer, Treasurer,
Secretary and Director
s/Lan C. Bentsen (Principal Financial and Accounting Officer) August 8, 1997
___________________________
Lan C. Bentsen Director August 8, 1997
s/W. D. Grant
___________________________ Director
W. D. Grant August 8, 1997
___________________________ Director
W. T. Grant II August __, 1997
<PAGE>
___________________________ Director
Michael E. Herman. August __, 1997
___________________________ Director
David W. Kemper August __, 1997
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4(a) Copy of SLH Corporation 1997 Stock Incentive Plan (incorporated
by reference to Exhibit 10(c) to the Company's Form 10/A dated
February 12, 1997).
5 Opinion of Lathrop & Gage L.C. concerning the legality of the
securities being registered.
23(a)Consent of Lathrop & Gage L.C. (incorporated by reference to
Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
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<PAGE>
Exhibit 5
LATHROP & GAGE L.C.
LAW OFFICES
2345 Grand Boulevard 1050/40 Corporate Woods
Suite 2500 9401 Indian Creek Parkway
Kansas City, Missouri 64108-2684 Overland Park, Kansas 66210-2007
816-292-2000, Fax 816-292-2001 816-292-2000, Fax 913-451-0875
JOHN H. CALVERT
816-460-5807
[email protected] or [email protected]
August 11, 1997
Board of Directors
SLH Corporation
5000 West 95th Street, Suite 260
P.O. Box 7568
Shawnee Mission, Kansas 66207
Gentlemen,
This relates to the legality of the shares of Common Stock of
the Company to be distributed pursuant to the SLH Corporation 1997 Stock
Incentive Plan (the "Plan"), which shares of Common Stock you are seeking to
register with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended on Form S-8 (the "Registration Statement").
We have acted as counsel to the Company in connection with the adoption
of the Plan, the incorporation of the Company, the authorization and issuance of
the Company's Common Stock and the registration of shares of Common Stock of the
Company under the Registration Statement.
In rendering the opinions hereinafter expressed, we have examined and
relied upon such records, documents, instruments, certificates of public
officials, and certificates of officers of the Company, as we have deemed
appropriate, including the Registration Statement, the Plan, resolutions
authorizing the Plans, and copies of the Articles of Incorporation and Bylaws of
the Company.
Our opinions below are limited to the matters expressly set forth in
this opinion letter, and no opinion is to be implied or may be inferred beyond
the matters expressly so stated.
We disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
Our opinions below are limited to the effect of the laws of the state
of Missouri, the Kansas General Corporation Law and the Federal laws of the
United States. We express no opinion with respect to the effect of the laws of
any other jurisdiction on the transactions
<PAGE>
August 11, 1997
Page 2
contemplated by the Registration Statement or the Plans.
Based on the foregoing, it is our opinion that:
(1) the Plan has been duly adopted by the Company and approved by the
Stockholders of the Company;
(2) if authorized but previously unissued shares of Common Stock of the
Company or issued shares of Common Stock that are held by the Company in its
treasury shall be issued by the Company pursuant to the Plan in accordance with
the terms thereof, and the said shares shall be distributed to the participants
in the Plan pursuant to the provisions thereof, the said shares of Common Stock
will be legally issued, validly outstanding, and fully paid and non-assessable.
We hereby consent to be named, in the Registration Statement, and
amendments thereto, by which the securities to be issued pursuant to the Plan
are registered with the Securities and Exchange Commission, and in any
prospectus relating to the Plan, as counsel for the Company who has passed upon
the legality of the securities registered thereby. We further consent to the
filing of this opinion as an exhibit to the registration statement.
Very truly yours,
LATHROP & GAGE L.C.
s/John H. Calvert
By:
John H. Calvert
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of SLH Corporation
We consent to the incorporation by reference in the Registration Statement
on Form S-8 being filed under the Securities Act of 1933 by SLH Corporation with
respect to the SLH Corporation 1997 Stock Incentive Plan (the "Plan"), to be
used in registering shares of SLH Corporation Common Stock, of our report dated
March 31, 1997 relating to the combined balance sheets of SLH Operations as of
December 31, 1996 and 1995,and the related combined statements of operations,
equity and cash flows and the related schedule for each of the years in the
three-year period ended December 31, 1996, which report appears in the December
31, 1996 annual report on Form 10-K of SLH Corporation.
S/KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Kansas City, Missouri
August 11, 1997
