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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware 41-1883630
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8100 Mitchell Road
Eden Prairie, Minnesota 55344-2248
(Address, including zip code, of principal executive offices)
C.H. ROBINSON WORLDWIDE, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
D.R. Verdoorn
C.H. Robinson Worldwide, Inc.
8100 Mitchell Road
Eden Prairie, Minnesota 55344-2248
(Name and address of agent for service)
(612) 937-8500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Maximum Aggregate
Securities Amount to be Offering Price Offering Amount of
to be Registered Registered Per Share (1) Price (1) Registration Fee
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, )
$.10 par value ) 2,000,000 shares $22.25 $44,500,000 $13,484.85
Preferred Share)
Purchase Rights)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based upon the average of the high and low
sales prices of the Common Stock as reported on the Nasdaq National Market
on November 21, 1997.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents, which have been filed by C.H. Robinson Worldwide,
Inc. (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) The Company's prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the "Securities Act") on October
15, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1997.
(c) The Company's Current Report on Form 8-K, filed on October 29, 1997.
(d) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company on October 9,
1997 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents. Any statement contained
herein or in a document all or part 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 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 superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Certificate of Incorporation of the Company provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
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except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law (the "DGCL") or (iv) for any
transaction from which the director derived any improper personal benefit.
The Certificate of Incorporation of the Company provides that to the full
extent permitted by law the Company shall indemnify and advance expenses to any
person who is or was a director or officer of the Company, and may, but shall
not be obligated to, indemnify and advance expenses to any employee or agent
of the Company, and shall or may, as applicable, indemnify any person serving at
the request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
against liabilities which may be incurred by such person by reason of (or
arising in part from) such capacity.
Section 145 of the DGCL authorizes the indemnification of directors and
officer against liability incurred by reason of being a director or officer and
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with any action,
suit, or proceeding seeking to establish such liability, in the case of third-
party claims, if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and in the case of actions by or in the right of the corporation,
if the officer or director acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and if
such officer or director shall not have been adjudged liable to the corporation,
unless, despite the adjudication of liability, a court otherwise determines.
Indemnification also is authorized with respect to any criminal action or
proceeding where, in addition to the above, the officer or director has no
reasonable cause to believe his conduct was unlawful.
The above discussion of the Company's Certificate of Incorporation, Bylaws
and Section 145 of the DGCL is only a summary and is qualified in its entirety
by the full text of each of the foregoing.
Item 7. Exemption from Registration Claimed.
-----------------------------------
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits.
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4.1 Form of Certificate for Common Stock of the Company (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on
Form S-1, Registration No. 333-33731).
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4.2 Form of Rights Agreement between the Company and Norwest Bank
Minnesota, National Association (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form S-1, Registration
No. 333-33731).
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
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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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities 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 Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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;
provided, however, that paragraphs A(1)(i) and A(1)(ii) above will not apply if
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 Exchange Act that are incorporated by
reference in the Registration Statement.
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(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.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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.
C. 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, therefor, 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 other 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Eden Prairie, State of Minnesota, on the 25th day of
November, 1997.
C.H. ROBINSON WORLDWIDE, INC.
By /s/ D.R. Verdoorn
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D.R. Verdoorn
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints D.R. Verdoorn, Dale S. Hanson and Owen P.
Gleason, or either of them (with full power to act alone), as his or her true
and lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any additional Registration Statement pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and any or all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 (or Registration Statements, if an additional Registration Statement
is filed pursuant to Rule 462(b)), 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 or she 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 indicated on the 25th day of November, 1997.
Signature Title
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/s/ D.R. Verdoorn President, Chief Executive
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D.R. Verdoorn and Director (Principal
Executive Officer)
/s/ Dale S. Hanson Vice President Finance, Chief
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Dale S. Hanson Financial Officer and Director,
(Principal Financial Officer)
/s/ John P. Wiehoff Corporate Controller and Treasurer
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John P. Wiehoff (Principal Accounting Officer)
/s/ Looe Baker III Vice President and Director
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Looe Baker III
/s/ Barry W. Butzow Vice President and Director
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Barry W. Butzow
/s/ Owen P. Gleason Vice President, General Counsel,
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Owen P. Gleason Secretary and Director
/s/ Robert Ezrilov Director
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Robert Ezrilov
/s/ Gerald A. Schwalbach Director
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Gerald A. Schwalbach
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EXHIBIT INDEX
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Exhibit Page
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5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Arthur Andersen LLP
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Exhibit 5.1
November 25, 1997
C.H. Robinson Worldwide, Inc.
8100 Mitchell Road
Eden Prairie, Minnesota 55344
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to C.H. Robinson Worldwide, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 2,000,000 shares of Common Stock, par value $.10 per share, of
the Company (the "Shares"). The Shares will be issuable under the 1997 Employee
Stock Purchase Plan (the "Plan") of the Company.
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. As to questions of fact material to our opinions, we
have relied upon certificates of officers of the Company and of public
officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ DORSEY & WHITNEY LLP
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Exhibit 23.1
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 February 10,
1997 (except with respect to matters discussed in Note 6, as to which the date
is July 30, 1997 and Note 7, as to which the date is October 9, 1997) included
in C.H. Robinson Worldwide, Inc.'s Prospectus for the year ended December 31,
1996 and 1995 and to all references to our Firm included in or made a part of
this registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
November 24, 1997
