<PAGE>
As filed with the Securities and Exchange Commission on April 17, 2000
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1721435
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
942 SOUTH SHADY GROVE ROAD, MEMPHIS, TENNESSEE 38120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
FEDEX CORPORATION 1999 STOCK INCENTIVE PLAN
(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)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed Amount of
Title Of Securities Amount To Be Maximum Offering Maximum Aggregate Registration
To Be Registered Registered Price Per Share (1) Offering Price (1) Fee
- -----------------------------------------------------------------------------------------------------
Common Stock,
par value $0.10 per share 10,000,000 shares $38.1875 $381,875,000 $100,815
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) based upon the average ($38.1875)
of the high ($39.3125) and low ($37.0625) sales prices for the
Registrant's Common Stock as reported on the New York Stock Exchange on
April 14, 2000.
- -------------------------------------------------------------------------------
<PAGE>
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 FedEx Corporation 1999 Stock Incentive Plan, as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of FedEx Corporation (the "Company")
previously filed with the Securities and Exchange Commission (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, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1999;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended February 29, 2000;
(e) The Company's Current Report on Form 8-K filed September 27,
1999;
(f) The Company's Current Report on Form 8-K filed January 19, 2000;
and
(g) 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 Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered
hereby have been sold or which 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 such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
2
<PAGE>
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 April 13, 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 Delaware General Corporation Law (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,
3
<PAGE>
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, as amended, 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 FedEx Corporation 1999 Stock Incentive Plan.
*4.4 Form of FedEx Corporation 1999 Stock Incentive Plan Stock Option
Agreement.
4
<PAGE>
*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 Ernst & Young LLP.
23.3 Consent of George W. Hearn (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page).
- -----------------
* 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.
(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
5
<PAGE>
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.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Memphis, State of Tennessee, this
14th day of April, 2000.
FEDEX CORPORATION
(Registrant)
By: /s/ James S. Hudson
------------------------
Name: James S. Hudson
Title: Corporate Vice President-
Strategic Financial Planning and
Control
7
<PAGE>
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 a 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 up to 10,000,000 shares of Common Stock, par value
$.10 per share, of the Company under its 1999 Stock Incentive Plan and any
and all amendments to such Registration Statement whether filed prior or
subsequent to the time such Registration Statement 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 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- --------- ----
<S> <C> <C>
/s/ Frederick W. Smith Chairman of the Board, President March 31, 2000
- ---------------------- and Chief Executive Officer and
Frederick W. Smith Director
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Alan B. Graf, Jr. Executive Vice President and March 31, 2000
- ---------------------- Chief Financial Officer
Alan B. Graf, Jr. (PRINCIPAL FINANCIAL OFFICER)
/s/ James S. Hudson Corporate Vice President - March 31, 2000
- ---------------------- Strategic Financial Planning
James S. Hudson and Control
(PRINCIPAL ACCOUNTING OFFICER)
/s/ Robert H. Allen
- ---------------------- Director March 31, 2000
Robert H. Allen
/s/ James L. Barksdale March 31, 2000
- ---------------------- Director
James L. Barksdale
/s/ Robert L. Cox March 31, 2000
- ---------------------- Director
Robert L. Cox
/s/ Ralph D. DeNunzio Director March 31, 2000
- ----------------------
Ralph D. DeNunzio
/s/ Judith L. Estrin
- ---------------------- Director March 31, 2000
Judith L. Estrin
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Philip Greer
- ---------------------- Director March 31, 2000
Philip Greer
/s/ J.R. Hyde, III Director March 31, 2000
- ----------------------
J.R. Hyde, III
/s/ Shirley Ann Jackson
- ------------------------ Director March 31, 2000
Shirley Ann Jackson
/s/ George J. Mitchell
- ------------------------ Director March 31, 2000
George J. Mitchell
/s/ Jackson W. Smart, Jr.
- ------------------------ Director March 31, 2000
Jackson W. Smart, Jr.
- ------------------------ Director March __, 2000
Joshua I. Smith
/s/ Paul S. Walsh
- ------------------------ Director March 31, 2000
Paul S. Walsh
/s/ Peter S. Willmott
- ------------------------ Director March 31, 2000
Peter S. Willmott
</TABLE>
9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
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 FedEx Corporation 1999 Stock Incentive Plan.
*4.4 Form of FedEx Corporation 1999 Stock Incentive Plan Stock Option
Agreement.
*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 Ernst & Young LLP.
23.3 Consent of George W. Hearn (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page).
</TABLE>
- -----------------
* Filed herewith.
<PAGE>
Exhibit 4.3
FEDEX CORPORATION
1999 STOCK INCENTIVE PLAN
1. PURPOSE OF PLAN
The purpose of the FedEx Corporation 1999 Stock Incentive Plan (the
"Plan") is to aid FedEx Corporation (the "Corporation") and its subsidiaries
in securing and retaining key employees of outstanding ability and to provide
additional motivation to such employees to exert their best efforts on behalf
of the Corporation and its subsidiaries. The Corporation expects that it will
benefit from the added interest which such employees will have in the welfare
of the Corporation as a result of their ownership or increased ownership of
the Corporation's Common Stock.
2. STOCK SUBJECT TO THE PLAN
The total number of shares of Common Stock of the Corporation that may
be optioned under the Plan is 10,000,000 shares, which may consist, in whole
or in part, of unissued shares or treasury shares. Any shares optioned
hereunder that are canceled or cease to be subject to the option may again be
optioned under the Plan.
3. ADMINISTRATION
The Plan shall be administered by those members, not less than two, of
the Compensation Committee of the Board of Directors, each of whom is an
"outside director" within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), and a "non-employee director"
as defined in Rule 16b-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Committee").
The Committee shall have the sole authority to grant options under the
Plan and, consistent with the Plan, to determine the provisions of the
options to be granted, to interpret the Plan and the options granted under
the Plan, to adopt, amend and rescind rules and regulations for the
administration of the Plan and generally to administer the Plan and to make
all determinations in connection therewith which may be necessary or
advisable, and all such actions of the Committee shall be binding upon all
participants. Committee decisions and selections shall be made by a majority
of its members present at the meeting at which a quorum is present, and shall
be final. Any decision or selection reduced to writing and signed by all of
the members of the Committee shall be as fully effective as if it had been
made at a meeting duly held.
<PAGE>
4. ELIGIBILITY
Unless otherwise determined by the Committee, key employees, including
officers, of the Corporation and its subsidiaries who are from time to time
responsible for the management, growth and protection of the business of the
Corporation and its subsidiaries are eligible to be granted options under the
Plan. No member of the Board of Directors of the Corporation shall be
eligible to participate in the Plan unless such director is also an employee
of the Corporation or a subsidiary. The employees who shall receive options
under the Plan shall be selected from time to time by the Committee in its
sole discretion, from among those eligible, and the Committee shall
determine, in its sole discretion, the number of shares to be covered by the
option or options granted to each such employee selected, subject to the
maximum number of stock options which may be granted to an optionee under the
Plan.
5. LIMIT ON AWARDS
Unless otherwise determined by the Committee, no option may be granted
under the Plan after May 28, 2009, but options theretofore granted may extend
beyond that date.
No optionee shall receive options for more than 800,000 shares of the
Corporation's Common Stock during any fiscal year under the Plan.
6. TERMS AND CONDITIONS OF STOCK OPTIONS
All options granted under this Plan shall be subject to all the
applicable provisions of the Plan, including the following terms and
conditions, and to such other terms and conditions not inconsistent therewith
as the Committee shall determine.
(a) OPTION PRICE. The option price per share for options granted to
employees shall be determined by the Committee, but shall not be
less than 100% of the fair market value at the time the option is
granted. The fair market value shall, for all purposes of the Plan,
be the mean between the high and low prices at which shares of such
stock are traded on the New York Stock Exchange on the day on which
the option is granted. In the event that the method for determining
the fair market value of the shares provided for in this paragraph
(a) shall not be practicable, then the fair market value per share
shall be determined by such other reasonable method as the Committee
shall, in its discretion, select and apply at the time of grant of
the option concerned.
(b) TIME OF EXERCISE OF OPTION. Unless otherwise determined by the
Committee, each option shall be exercisable during and over such
period ending not later than ten years from the date it was granted,
as may be determined by the Committee and stated in the option.
2
<PAGE>
Unless otherwise determined by the Committee, no option shall be
exercisable during the year ending on the first anniversary date of
the granting of the option, except as provided in paragraphs 6(d)
and 13 of the Plan.
(c) PAYMENT. Each option may be exercised by giving written notice to
the Corporation specifying the number of shares to be purchased and
accompanied by payment in full (including applicable taxes, if any)
in cash therefor. No option shall be exercised for less than the
lesser of 50 shares or the full number of shares for which the
option is then exercisable. No optionee shall have any rights to
dividends or other rights of a stockholder with respect to shares
subject to his or her option until he or she has given written
notice of exercise of his or her option, paid in full for such
shares and, if requested, given the representation described in
paragraph 10 of the Plan.
(d) RIGHTS AFTER TERMINATION OF EMPLOYMENT. Unless otherwise determined
by the Committee, if an optionee's employment by the Corporation or
a subsidiary terminates by reason of such person's retirement, the
optionee's option may thereafter be exercised to the extent to which
it was exercisable at the time of retirement but may not be
exercised after the expiration of the period of twenty-four months
from the date of such termination of employment or of the stated
period of the option, whichever period is the shorter; PROVIDED,
HOWEVER, that if the optionee dies within twenty-four months after
such termination of employment, any unexercised option, to the
extent to which it was exercisable at the time of the optionee's
death, may thereafter be exercised by the legal representative of
the estate or by the legatee of the option under the last will for a
period of twelve months from the date of the optionee's death or the
expiration of the stated period of the option, whichever period is
the shorter.
Unless otherwise determined by the Committee, if an optionee's
employment by the Corporation or a subsidiary terminates by reason
of permanent disability, the optionee's option may thereafter be
exercised in full (except that no option may be exercised less than
six months from the date of grant) but may not be exercised after
the expiration of the period of twenty-four months from the date of
such termination of employment or of the stated period of the
option, whichever period is the shorter; PROVIDED, HOWEVER, that if
the optionee dies within a period of twenty-four months after such
termination of employment, any unexercised option, to the extent to
which it was exercisable at the time of the optionee's death, may
thereafter be exercised by the legal representative of the estate or
by the legatee of the option under the last will for a period of
twelve months from the date of the
3
<PAGE>
optionee's death or the expiration of the stated period of the
option, whichever period is the shorter.
Unless otherwise determined by the Committee, if an optionee's
employment by the Corporation or a subsidiary terminates by reason
of the optionee's death, the optionee's option may thereafter be
immediately exercised in full by the legal representative of the
estate or by the legatee of the option under the last will, and for
a period of twelve months from the date of the optionee's death or
the expiration of the stated period of the option, whichever period
is the shorter.
Unless otherwise determined by the Committee, if an optionee's
employment terminates for any reason other than death, retirement or
permanent disability, the optionee's option shall thereupon
terminate.
7. TRANSFERABILITY RESTRICTION
Unless otherwise determined by the Committee, the option by its terms
shall be personal and shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution. During the lifetime
of an optionee, the option shall be exercisable only by the optionee, or by a
duly appointed legal representative, unless otherwise determined by the
Committee.
8. DESIGNATION OF CERTAIN OPTIONS AS INCENTIVE STOCK OPTIONS
Options or portions of options granted to employees hereunder may, in
the discretion of the Committee, be designated as "incentive stock options"
within the meaning of Section 422 of the Code. In addition to the terms and
conditions contained in paragraph 6 hereof, options designated as incentive
stock options shall also be subject to the condition that the aggregate fair
market value (determined at the time the options are granted) of the
Corporation's Common Stock with respect to which incentive stock options are
exercisable for the first time by any individual employee during any calendar
year (under this Plan and all other similar plans of the Corporation and its
subsidiaries) shall not exceed $100,000.
9. LOANS TO OPTIONEES
The Corporation may make interest-free demand loans to holders of
options which are not designated or qualified hereunder or by the Code as
"incentive stock options" for the purpose of exercising such options or for
the purpose of enabling optionees to pay any tax liability associated with
the exercise of any such option. Such loans shall be fully secured by shares
of Common Stock of the Corporation and shall in any event be repayable upon
the termination of the optionee's employment with the Corporation for any
reason. The Committee shall establish written procedures concerning the
application for and making of such loans.
4
<PAGE>
10. INVESTMENT REPRESENTATION
Upon any distribution of shares of Common Stock of the Corporation
pursuant to any provision of this Plan, the distributee may be required to
represent in writing that he or she is acquiring such shares for his or her
own account for investment and not with a view to, or for sale in connection
with, the distribution of any part thereof. The certificates for such shares
may include any legend which the Corporation deems appropriate to reflect any
restrictions on transfers.
11. TRANSFER, LEAVE OF ABSENCE, ETC.
For the purpose of the Plan: (a) a transfer of an employee from the
Corporation to a subsidiary, or vice versa, or from one subsidiary to
another, and (b) a leave of absence, duly authorized in writing by the
Corporation, shall not be deemed a termination of employment.
12. RIGHTS OF EMPLOYEES AND OTHERS
(a) No person shall have any rights or claims under the Plan except in
accordance with the provisions of the Plan.
(b) Nothing contained in the Plan shall be deemed to give any employee
the right to be retained in the service of the Corporation or its
subsidiaries.
13. CHANGES IN CAPITAL OR CONTROL
If the outstanding Common Stock of the Corporation subject to the Plan
shall at any time be changed or exchanged by declaration of a stock dividend,
stock split, combination of shares, recapitalization, merger, consolidation
or other corporate reorganization, the number and kind of shares subject to
this Plan and the option prices shall be approximately and equitably adjusted
so as to maintain the option price thereof. Notwithstanding any other
provision of the Plan, upon the occurrence of a Change in Control, as
hereinafter defined, each holder of an unexpired option under the Plan shall
have the right to exercise such option in whole or in part without regard to
the date that such option would be first exercisable, and such right shall
continue, with respect to any such holder whose employment with the
Corporation or subsidiary terminates following a Change in Control, for a
period ending on the earlier of the date of expiration of such option or the
date which is twelve months after such termination of employment.
For purposes of the Plan, a "Change in Control" of the Corporation shall
be deemed to have occurred if:
(a) any person, as such term is used in Sections 13(d)(3) and 14(d)(2)
of the Securities Exchange Act of 1934, as amended, becomes a
beneficial owner
5
<PAGE>
(within the meaning of Rule 13d-3 under such Act) of 20% or more of
the Corporation's outstanding Common Stock;
(b) there occurs within any period of two consecutive years any change
in the directors of the Corporation such that the members of the
Corporation's Board of Directors prior to such change do not
constitute a majority of the directors after giving effect to all
changes during such two-year period unless the election, or the
nomination for election by the Corporation's stockholders, of each
new director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of the period; or
(c) the Corporation is merged, consolidated or reorganized into or with,
or sells all or substantially all of its assets to, another
corporation or other entity, and immediately after such transaction
less than 80% of the voting power of the then-outstanding securities
of such corporation or other entity immediately after such transaction
is held in the aggregate by holders of the Corporation's Common Stock
immediately before such transaction.
In addition, if the Corporation enters into an agreement or series of
agreements or the Board of Directors of the Corporation adopts a resolution
which results in the occurrence of any of the foregoing events, and the
employment of a holder of an option under the Plan is terminated after the
entering into of such agreement or series of agreements or the adoption of
such resolution, then, upon the occurrence of any of the events described
above, a Change in Control shall be deemed to have retroactively occurred on
the date of entering into of the earliest of such agreements or the adoption
of such resolution.
14. USE OF PROCEEDS
Proceeds from the sale of shares pursuant to options granted under this
Plan shall constitute general funds of the Corporation.
15. AMENDMENTS
The Board of Directors may discontinue the Plan and the Committee may
amend the Plan from time to time, but no amendment, alteration or
discontinuation shall be made which, without the approval of the
stockholders, would:
(a) Except as provided in paragraph 13 of the Plan, increase the total
number of shares reserved for the purposes of the Plan;
6
<PAGE>
(b) Decrease the option price of an option to less than 100% of the fair
market value on the date of the granting of the option; or
(c) Increase the maximum number of options which may be granted to an
optionee under the Plan.
Neither shall any amendment, alteration or discontinuation impair the
rights of any holder of an option theretofore granted without the optionee's
consent; PROVIDED, HOWEVER, that if the Committee after consulting with
management of the Corporation determines that application of an accounting
standard in compliance with any statement issued by the Financial Accounting
Standards Board concerning the treatment of employee stock options would have
a significant adverse effect on the Corporation's financial statements
because of the fact that options granted before the issuance of such
statement are then outstanding, then the Committee in its absolute discretion
may cancel and revoke all outstanding options to which such adverse effect is
attributed and the holders of such options shall have no further rights in
respect thereof. Such cancellation and revocation shall be effective upon
written notice by the Committee to the holders of such options.
16. REPRICING RESTRICTION
Options granted under this Plan shall not be repriced by the Corporation
for any reason.
17. EFFECTIVE DATE OF PLAN
This Plan shall be effective upon its approval by the Corporation's
Board of Directors and stockholders.
18. COMPLIANCE WITH SECTION 16(b)
The Plan is intended to comply with all applicable conditions of Rule 16b-3
of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended. All transactions involving the Corporation's executive
officers are subject to such conditions, regardless of whether the conditions
are expressly set forth in the Plan. Any provision of the Plan that is
contrary to a condition of Rule 16b-3 shall not apply to directors and
executive officers of the Corporation.
7
<PAGE>
Exhibit 4.4
FORM OF
STOCK OPTION AGREEMENT
PURSUANT TO
FEDEX CORPORATION
1999 STOCK INCENTIVE PLAN
A STOCK OPTION for a total of __________ shares of Common Stock, par
value $.10 per share, of FedEx Corporation, a Delaware corporation (the
"Company"), is hereby granted to (Name)(the "Optionee"), at the price
determined as provided herein, and in all respects subject to the terms,
definitions and provisions of the Company's 1999 Stock Incentive Plan (the
"Plan"), which is incorporated herein by reference.
1. OPTION PRICE. The option price is $____________ for each share,
being one hundred percent (100%) of the fair market value, as determined by the
Committee, of the Common Stock on the date of grant of this Option.
2. EXERCISE OF OPTION. This Option shall be exercisable in accordance with
provisions of Section 6 of the Plan as follows:
(i) SCHEDULE OF RIGHTS TO EXERCISE. Twenty-five percent (25%) after
one year from the date of grant; fifty percent (50%) after two years;
seventy-five percent (75%) after three years; and one hundred percent (100%)
after four years.
(ii) METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose
name the stock certificate or certificates for such shares of Common
Stock is to be registered and the address and Social Security Number of
such person (or if more than one, the names, addresses and Social Security
Numbers of such persons);
(b) contain such representations and agreements as to the holder's
investment intent with respect to such shares of Common Stock as may be
satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons
other than the Optionee, be accompanied by proof, satisfactory to counsel
for the Company, of the right of such person or persons to exercise the
Option; and
(d) be in writing and delivered in person or by first class or
interdepartmental mail to the President of the Company or his designee.
<PAGE>
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by certified check, bank
cashier's check or wire transfer.
(iii) RESTRICTIONS ON EXERCISE. This Option may not be exercised if
the issuance of the shares upon such exercise would constitute a violation of
any applicable federal or state securities or other law or regulation. As a
condition to the exercise of this Option, the Company may require the person
exercising this Option to make any representation and warranty to the Company
as may be required by any applicable law or regulation.
3. DESIGNATION OF CERTAIN OPTION SHARES AS INCENTIVE STOCK OPTIONS. The
maximum number of option shares granted hereunder are (as permitted by
Section 7 of the Plan) hereby designated incentive stock options, as that
term is defined in Section 422(b) of the Internal Revenue Code (the "ISO
Shares"). Pursuant to the exercise schedule as provided in Section 2(i) of
this Agreement, the number of ISO Shares and non-qualified option shares
("NQO Shares") exercisable on and after the anniversaries described in such
Section 2(i) shall be as set forth in the table below; provided, however,
that if pursuant to any provision of the Plan or amendment to this Agreement
any of the option shares hereby granted become exercisable sooner than as
provided in Section 2(i) hereof, then the number of option shares that may be
ISO Shares with respect to any calendar year during which they are first
exercisable shall, notwithstanding the table below, be limited to the
quotient obtained by dividing $100,000 by the option price set forth in
Section 1 hereof.
<TABLE>
<CAPTION>
Anniversary of ISO NQO
Grant Date Shares Shares
-------------- ------ -------
<S> <C> <C>
((ISO1)) ((NQO1))
((ISO2)) ((NQO2))
((ISO3)) ((NQO3))
((ISO4)) ((NQO4))
</TABLE>
(i) NOTICE TO COMPANY OF DISPOSITION OF ISO SHARES. Optionee agrees
that, in the event the Optionee disposes of any of the ISO Shares within one
year after the date of exercise of the option to purchase same, the Optionee
will promptly notify the Company of such disposition. Such notice shall be in
writing and shall specify (i) the number of ISO Shares so disposed of, (ii)
the price paid for such shares by the Optionee upon the exercise of the
option, and (iii) the price or other consideration received for such shares.
All certificates for Common Stock issued upon the exercise of an option to
purchase ISO Shares shall bear such legend or other distinctive impression,
as determined by the Committee, as will notify the transfer agent of such
stock to advise the Company of the disposition of ISO Shares within one year
after the issuance thereof.
2
<PAGE>
4. TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner otherwise than by will or the laws of descent or distribution and may
be exercised during the lifetime of the Optionee only by the Optionee. The
terms of this Option shall be binding upon the heirs, personal
representatives and successors of the Optionee.
5. TERM OF OPTION. This Option may not be exercised more than ten (10)
years from the date of grant of this Option, as set forth below, and may be
exercised during such term only in accordance with the Plan and the terms of
this Option.
6. OPTIONEE ACKNOWLEDGMENT. Optionee acknowledges receipt of a copy of
the Plan, which is annexed hereto, and represents that such Optionee is
familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all the terms and provisions thereof. Optionee hereby
agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan or
this Option.
Date of Grant: _______________.
FEDEX CORPORATION
By:___________________________
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
------------------------------
OPTIONEE
3
<PAGE>
Exhibit 5.1
[LETTERHEAD OF GEORGE W. HEARN]
April 14, 2000
FedEx Corporation
942 South Shady Grove Road
Memphis, Tennessee 38120
Ladies and Gentlemen:
I am the Corporate Vice President and Corporate Counsel of FedEx
Corporation, a Delaware corporation (the "Company"), and have participated in
the preparation of the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as
amended, of the offer and sale of an aggregate 10,000,000 shares of the
Company's common stock, par value $0.10 per share (the "Shares"), that may be
issued from time to time under the FedEx Corporation 1999 Stock Incentive
Plan (the "Plan").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates and
other instruments, and have conducted such other investigations of fact and
law, as I have deemed necessary or advisable for the purpose of rendering
this opinion.
Based upon the foregoing, I am of the opinion that the Shares which are
being registered pursuant to the Registration Statement have been duly
authorized by the Company, and when issued in the manner contemplated by the
Registration Statement and in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and nonassessable.
I am a member of the Bar of the State of Tennessee and the foregoing
opinion is limited to the laws of the State of Tennessee, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under "Item 5. Interests of
Named Experts and Counsel" of the Registration Statement.
Very truly yours,
/s/ George W. Hearn
--------------------
George W. Hearn
Corporate Vice President and Corporate Counsel
<PAGE>
Exhibit 15.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
April 10, 2000
FedEx Corporation
942 South Shady Grove
Memphis, Tennessee 38120
Ladies and Gentlemen:
We are aware that FedEx Corporation has incorporated by reference in this
Form S-8 Registration Statement its Form 10-Qs for the quarters ended August
31, 1999, November 30, 1999 and February 29, 2000, which include our reports
dated September 15, 1999, December 15, 1999 and March 22, 2000, respectively,
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, those reports are not
considered a part of this Registration Statement prepared or certified by our
firm or reports prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Andersen LLP
<PAGE>
Exhibit 23.1
[ARTHUR ANDERSEN LLP LETTERHEAD]
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of FedEx Corporation of our
reports dated June 29, 1999 incorporated by reference in FedEx Corporation's
Form 10-K for the year ended May 31, 1999, and to all references to our firm
included in this registration statement.
/s/ Arthur Andersen LLP
Memphis, Tennessee
April 10, 2000
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the FEDEX Corporation 1999 Stock
Incentive Plan of our report dated January 23, 1997 (except for Note K, as to
which the date is March 27, 1997) with respect to the consolidated financial
statements of Caliber System, Inc. for the year ended December 31, 1996
included in FDX Corporation's Annual Report (Form 10K) for the year ended May
31, 1999.
/s/ Ernst & Young LLP
Akron, Ohio
April 10, 2000
