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As filed with the Securities and Exchange Commission on October 27, 2000
Registration No. 33-03443
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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
FEDEX CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1721435
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
942 SOUTH SHADY GROVE ROAD, MEMPHIS, TENNESSEE 38120
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES (ZIP CODE)
1995 STOCK INCENTIVE PLAN
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(FULL TITLE OF THE PLAN)
KENNETH R. MASTERSON
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FEDEX CORPORATION
942 SOUTH SHADY GROVE ROAD
MEMPHIS, TENNESSEE 38120
(901) 818-7200
NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to the
Registration Statement on Form S-8 (Registration No. 33-03443) (the
"Registration Statement") of Federal Express Corporation ("Federal Express")
is being filed by FedEx Corporation, a Delaware corporation (the "Company"),
pursuant to Rule 414 under the Securities Act of 1933, as amended (the
"Securities Act"), to reflect the adoption by Federal Express, a Delaware
corporation, of a holding company form of organizational structure. The
holding company organizational structure was implemented in accordance with
Section 251(g) of the Delaware General Corporation Law (the "DGCL") pursuant
to an Agreement and Plan of Merger, dated as of October 5, 1997, among
Federal Express, Caliber System, Inc., an Ohio corporation, the Company, Fast
Merger Sub Inc., a Delaware corporation, and Tires Merger Sub Inc., a
Delaware corporation, as amended by Amendment No. 1 dated as of January 21,
1998 (as amended, the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, Fast Merger Sub Inc.,
a wholly-owned subsidiary of the Company, was merged with and into Federal
Express effective at the close of business on January 27, 1998 (the
"Reorganization Merger"). As a result of the Reorganization Merger, Federal
Express became a wholly-owned subsidiary of the Company. In the
Reorganization Merger, each share of Federal Express common stock, par value
$0.10 per share, issued and outstanding or held in treasury was automatically
converted into one share of the Company's common stock, par value $0.10 per
share.
In accordance with Rule 414 under the Securities Act, the Company,
as the successor issuer to Federal Express, hereby expressly adopts this
Registration Statement as its own for all purposes of the Securities Act and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Federal Express Corporation 1995 Stock Incentive Plan (the "Plan"), to which
this Registration Statement relates, shall be known as the FedEx Corporation
1995 Stock Incentive Plan. Subsequent to the Reorganization Merger, the Plan
will cover employees of the Company and its subsidiaries (including Federal
Express), and shares of stock issued in accordance with the Plan will be
shares of common stock of the Company instead of shares of common stock of
Federal Express.
The applicable registration fees were paid at the time of the
original filing of the Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in "Item 1. Plan
Information" and "Item 2. Registrant Information and Employee Plan Annual
Information" of Form S-8 will be sent or given to participants of the Plan,
as specified by Rule 428(b)(1) under the Securities Act. Such documents are
not required to be and are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement
or as a prospectus or prospectus supplement pursuant to Rule 424 under the
Securities Act and the Note to Part I of Form S-8. These documents and the
documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of Form S-8, 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 DOCUMENTS BY REFERENCE.
The following documents of the Company previously filed with the
Commission are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 2000; and
(c) The description of the Company's common stock, par value $0.10 per
share, contained in the Company's Registration Statement on Form 8-A dated April
14, 2000, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement that indicates all
securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in
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 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 earlier statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of common stock registered hereunder has
been passed upon by George W. Hearn, the Company's Corporate Vice President and
Corporate Counsel. As of October 25, 2000, Mr. Hearn owned 27,964 shares of the
Company's common stock and held options to purchase 75,536 shares of such common
stock. Of the options granted, 21,536 were vested at such date.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the DGCL permits a corporation to include in
its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that
such provision may not eliminate or limit the liability of a director for any
breach of the director's duty of loyalty to the corporation or its
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for the unlawful
payment of dividends, or for any transaction from which the director derived
an improper personal benefit.
ARTICLE THIRTEENTH of the Company's Amended and Restated Certificate
of Incorporation, as amended (the "Charter"), provides that no director shall
be personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that ARTICLE THIRTEENTH
does not eliminate or limit the liability of a director of the Company (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 DGCL (relating to the unlawful payment of dividends) or any amendment
or successor provision thereto, or (iv) for any transaction from which the
director derived an improper personal benefit. ARTICLE THIRTEENTH of the
Company's Charter does not eliminate or limit the liability of a director for
any act or omission occurring prior to the date when ARTICLE THIRTEENTH
became effective (December 3, 1997). Neither the amendment nor repeal of
ARTICLE THIRTEENTH of the Company's Charter, nor the adoption of any
provision of the Charter inconsistent with ARTICLE THIRTEENTH, will eliminate
or reduce the effect of ARTICLE THIRTEENTH with respect to any matter
occurring, or any cause of action, suit or claim that, but for ARTICLE
THIRTEENTH, would accrue or arise prior to such amendment, repeal or adoption
of an inconsistent provision.
Section 145 of the DGCL permits a corporation to indemnify any of
its directors, officers, employees or agents 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 another enterprise if serving at the
request of the corporation), against expenses (including attorneys' fees),
judgments,
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fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such 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 no reason to believe that his or her
conduct was unlawful. In any threatened, pending or completed action or suit
by or in the right of the corporation, a corporation is permitted to
indemnify any director, officer, employee or agent against expenses
(including attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the corporation, except that
no indemnification may be made if such person shall have been adjudged to be
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,
despite such adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the court shall deem proper.
Article III, Section 13 (relating to indemnification of directors)
and Article V, Section 18 (relating to indemnification of officers and
managing directors) of the Company's Amended and Restated By-laws provide
that the Company shall indemnify to the full extent authorized or permitted
by the DGCL any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person or his or her testator or intestate is or was a director, officer or
managing director of the Company or serves or served as a director, officer,
employee or agent of any other enterprise at the Company's request.
The Company also has purchased insurance designed to protect the
Company and its directors and officers against losses arising from certain
claims, including claims under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended February 29, 2000,
and incorporated herein by reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit
3.2 to Amendment No. 1 to the Company's Registration Statement
on Form S-4 (Registration No. 333-39483), filed with the
Commission on December 4, 1997, and incorporated herein by
reference).
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4.3 1995 Stock Incentive Plan (filed as Exhibit A to Federal
Express Corporation's 1995 Definitive Proxy Statement
(Commission File No. 1-7806), filed with the Commission on
August 3, 1995 and incorporated herein by reference).
4.4 1995 Stock Incentive Plan Stock Option Agreement (previously
filed as Exhibit 99.2 to this Registration Statement
(Registration No. 33-03443)).
*5.1 Opinion of George W. Hearn, Corporate Vice President and
Corporate Counsel of the Company, regarding the legality of
the securities being registered.
*15.1 Letter of Arthur Andersen LLP regarding unaudited interim
financial information.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of George W. Hearn (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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, 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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
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
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 Company
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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Memphis, State of
Tennessee, this 27th day of October, 2000.
FEDEX CORPORATION
(Registrant)
By: /s/ James S. Hudson
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Name: James S. Hudson
Title: Corporate Vice President -
Strategic Financial Planning and Control
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Alan B. Graf, Jr. and James
S. Hudson, and each of them, with full power of substitution and
resubstitution, as his or her true and lawful attorneys-in-fact and agents,
with full power and authority to execute in the name and on behalf of the
undersigned this Amendment to its Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to shares of Common Stock, par value $.10 per
share, of the Company to be issued under its 1995 Stock Incentive Plan and
any and all amendments to such Registration Statement whether filed prior or
subsequent to the time this Amendment becomes effective; and hereby ratifies
and confirms all that such 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 of these presents.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ Frederick W. Smith Chairman of the Board, President October 26, 2000
----------------------- and Chief Executive Officer and
Frederick W. Smith Director (PRINCIPAL EXECUTIVE OFFICER)
/s/ Alan B. Graf, Jr. Executive Vice President and October 26, 2000
----------------------- Chief Financial Officer
Alan B. Graf, Jr. (PRINCIPAL FINANCIAL OFFICER)
/s/ James S. Hudson Corporate Vice President - October 26, 2000
----------------------- Strategic Financial Planning
James S. Hudson and Control (PRINCIPAL ACCOUNTING OFFICER)
/s/ James L. Barksdale Director October 26, 2000
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James L. Barksdale
/s/ Robert L. Cox Director October 26, 2000
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Robert L. Cox
/s/ Ralph D. Denunzio Director October 26, 2000
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Ralph D. DeNunzio
/s/ Judith L. Estrin Director October 26, 2000
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Judith L. Estrin
/s/ Philip Greer Director October 26, 2000
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Philip Greer
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ J.R. Hyde, III Director October 26, 2000
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J.R. Hyde, III
/s/ Shirley Ann Jackson Director October 26, 2000
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Shirley Ann Jackson
/s/ George J. Mitchell Director October 26, 2000
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George J. Mitchell
/s/ Joshua I. Smith Director October 26, 2000
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Joshua I. Smith
Director October 26, 2000
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Paul S. Walsh
/s/ Peter S. Willmott Director October 26, 2000
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Peter S. Willmott
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the Company
(filed as Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended February 29, 2000, and \
incorporated herein by reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit 3.2
to Amendment No. 1 to the Company's Registration Statement on
Form S-4 (Registration No. 333-39483), filed with the Commission
on December 4, 1997, and incorporated herein by reference).
4.3 1995 Stock Incentive Plan (filed as Exhibit A to Federal Express
Corporation's 1995 Definitive Proxy Statement (Commission File No.
1-7806), filed with the Commission on August 3, 1995 and
incorporated herein by reference).
4.4 1995 Stock Incentive Plan Stock Option Agreement (previously filed
as Exhibit 99.2 to this Registration Statement (Registration
No. 33-03443)).
*5.1 Opinion of George W. Hearn, Corporate Vice President and Corporate
Counsel of the Company, regarding the legality of the securities
being registered.
*15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial
information.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of George W. Hearn (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page).
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* Filed herewith.
