As filed with the Commission on February 6 , 1995 File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
XTRA CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 06-0954158
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o X-L-CO., Inc.
60 State Street
Boston, Massachusetts 02109
(Address of principal executive offices, including zip code)
XTRA CORPORATION
1987 STOCK INCENTIVE PLAN
(Full title of the plan)
James R. Lajoie,
Vice President, General Counsel and Secretary
XTRA Corporation
c/o X-L-CO., Inc.
60 State Street
Boston, MA 02109
(617) 367-7874
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee<F2>
registered price per offering
share<F1> price<F1>
______________________________________________________________________________
Common Stock
par value, 650,000<F3> $49.88 $32,427,807 $11,181.11
$.50
<f>
<F1> Represents the weighted average price of shares registered hereunder
determined as follows:
The offering price for shares subject to options on the date hereof is the
actual exercise price of such options. Of the 650,000 shares of Common
Stock, par value $.50 per share, to be registered hereunder, 331,038 shares
are subject to options at an exercise price of $50.625 per share. The
offering price of $49.125 per share for the remaining 318,962 shares not
subject to options on the date hereof has been estimated solely for the
purpose of determining the registration fee pursuant to Rule 457(h) on the
basis of the average of the high and low prices for the Common Stock of
XTRA Corporation reported on the New York Stock Exchange on February 2, 1995.
<F2> Registration fee consists of (a) $5,778.44 payable in respect of 331,038
shares subject to options at an exercise price ranging of $50.625 per share
on the date hereof and (b) $5,402.67 payable in respect of 318,962 shares at
an exercise price of $49.125 per share on the date hereof not yet subject
to options on the date hereof.
<F3> Plus such indeterminate number of additional shares of Common Stock as may
be required in the event of a stock dividend, reverse stock split or
combination of shares, recapitalization or other change in the Company's
capital stock.
Exhibit Index on Page 9 Page 1 of 11 pages
PAGE 2
Item 3. Incorporation of Documents by Reference.
XTRA Corporation (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed pursuant to the Securities Exchange Act of 1934 (the
"1934 Act").
(b) The description of the Company's Common Stock, $.50 par value,
contained in the Company's Registration Statement on Form 10 in respect of the
Company's Common Stock, filed pursuant to Section 12 of the Securities Exchange
Act of 1934.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15 of the Exchange Act prior to the filing
of a post-effective amendment to this registration statement that indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated
herein by reference from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware, in which XTRA
Corporation is incorporated, gives a corporation power to indemnify any of its
officers or directors against certain expenses, judgments, fines, and amounts
paid in settlement in connection with certain actions, suits or proceedings,
provided generally, that such person 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In addition, the
statutes of Delaware contain provisions to the general effect that any
director shall in the performance of his duties be fully protected
in relying in good faith upon the books of account or records of the
corporation or statements prepared by any official of the corporation.
The Certificate of Incorporation of XTRA Corporation includes the following
provision:
This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a party
to any threatened, pending or completed action, suit, proceeding or claim,
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was or has agreed to be a director or officer
of this corporation or while a director or officer is or was serving at the
request of this corporation as a director, officer, partner, trustee,
employee or agent of any corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
against expenses (including attorney's fees and expenses), judgments,
fines, penalties and amounts paid in settlement incurred in connection with the
investigation, preparation to defend or defense of such action, suit,
proceeding, or claim; provided, however, that the foregoing shall not
require this corporation to indemnify or advance expenses to any person in
connection with any action, suit, proceeding, claim or counterclaim
initiated by or on behalf of such person. Such indemnification shall not be
exclusive of other indemnification rights arising under any by-law, agreement,
PAGE 3
vote of directors or stockholders or otherwise and shall inure to the benefit of
the heirs and legal representatives of such person. Any repeal or
modification of the foregoing provisions of this Article 9 shall not
adversely affect any right or protection of a director or officer of this
corporation existing at the time of such repeal or modification.
In addition the Company maintains a directors' and officers' liability
insurance policy.
The Company has entered into Indemnification Agreements, the form of which
was approved by the stockholders of the Company, with certain officers of the
Company and its subsidiaries, including XTRA, Inc. The Indemnification
Agreements provide a number of procedures, presumptions and remedies used in
the determination of the right of the officer to indemnification. These
procedures, presumptions and remedies substantially broaden the
indemnity rights of officers beyond that provided by Article 9 of the Company's
Certificate of Incorporation described above. If an action against an
indemnified party is dismissed with or without prejudice, the defense is
deemed to have been successful and the indemnification is required to be
made. The Indemnification Agreements provide that expenses must be paid
within twenty days of any request and that a determination of entitlement must
be made within sixty days of the indemnification request (otherwise a
determination in favor of the indemnified party is deemed to have been made).
If there is a change in control of the Company (as defined in the
Indemnification Agreement), the indemnified party is presumed
to be entitled to indemnification (although the Company may overcome this
presumption), the indemnified party may require that independent counsel make
the determination of entitlement and may choose such course, subject to
objection by the Company on limited grounds. If a determination of
entitlement is made, the Company is bound, but if the indemnified party has
previously been denied indemnification pursuant to the terms of the
Indemnification Agreement, he or she is entitled to seek a de novo
determination from a court. The Company is precluded from challenging the
validity of the procedures and presumptions contained in the Indemnification
Agreement in any court proceeding. The Indemnification Agreement covers
proceedings brought on or after the date of the execution
of the particular Indemnification Agreement, including proceedings based on
acts prior to the date of the particular agreement.
PAGE 4
Item 8. Exhibits.
Exhibit Page
Number Number
5 Opinion of James R. Lajoie, 10
General Counsel of XTRA Corporation
23.1 Consent of Independent Public Accountants 11
23.2 Consent of counsel (included in Exhibit 5)
Item 9. Undertakings.
(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 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; provided, however, that paragraphs (a)(1)(i) and (ii)
shall 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 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 herein,
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 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 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 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
PAGE 5
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.
PAGE 6
SIGNATURES
Pursuant to the 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 authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 26th day of January, 1995.
XTRA CORPORATION
By:/s/ JAMES R. LAJOIE
JAMES R. LAJOIE,
Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Principal Executive Officer: Date:
/s/ LEWIS RUBIN January 26, 1995
LEWIS RUBIN, President
and Chief Executive Officer
Principal Financial Officer:
/s/ MICHAEL J. SOJA January 26, 1995
MICHAEL J. SOJA, Vice President,
Finance and Treasurer
Principal Accounting Officer:
/s/ ROBERT B. BLAKELEY January 26, 1995
ROBERT B. BLAKELEY, Controller
PAGE 7
Directors: Date:
/s/ GILBERT BUTLER January 26, 1995
GILBERT BUTLER
/s/ J. RUSSELL DUNCAN January 26, 1995
J. RUSSELL DUNCAN
/s/ ROBERT M. GINTEL January 26, 1995
ROBERT M. GINTEL
/s/ ROBERT B. GOERGEN January 26, 1995
ROBERT B. GOERGEN
/s/ HERBERT C. KNORTZ January 26, 1995
HERBERT C. KNORTZ
/s/ JOHN J. LEE January 26, 1995
JOHN J. LEE
/s/ FRANCIS J. PALAMARA January 26, 1995
FRANCIS J. PALAMARA
/s/ LEWIS RUBIN January 26, 1995
LEWIS RUBIN
/s/ MARTIN L. SOLOMON January 26, 1995
MARTIN L. SOLOMON
PAGE 8
EXHIBIT INDEX
EXHIBIT PAGE
5. Opinion of James R. Lajoie 10
23.1 Consent of Independent Public Accountants 11
23.2 Consent of counsel (included in Exhibit 5)
Exhibit 5
James R. Lajoie XTRA
Vice President, CORPORATION
General Counsel
and Secretary
60 State Street
Boston, Massachusetts 02109
Telephone 617-367-7874
Fax 617-227-2190
January 30, 1995
XTRA Corporation
60 State Street
Boston, MA 02109
Ladies and Gentlemen:
You have asked for my opinion with respect to a proposed issuance by XTRA
Corporation (the "Company") of 650,000 shares of its Common Stock, $.50 par
value per share (the "Shares") covered by the Registration Statement referred
to below. The Shares are to be issued pursuant to options granted to certain
key employee of the Company pursuant to the XTRA Corporation 1987 Stock
Incentive Plan (the "Plan").
I am General Counsel for the Company and I am familiar with the
proceedings taken from time to time by the Company in connection with the
Plan. I have examined such certificates, records, documents and papers as I
have deemed necessary for the purpose of this opinion including a copy of the
Company's Registration Statement on Form S-8 being filed with the Securities
and Exchange Commission contemporaneously herewith.
Based on the foregoing, I am of the opinion that when duly executed
certificates representing the Shares have been issued against receipt of the
agreed consideration therefore in accordance with the terms of the options
granted pursuant to the Plan, the Shares will have been validly issued and
will be fully paid and non-assessable.
I hereby consent to the Company's filing of this opinion as an exhibit to
the above-mentioned Registration Statement.
Very truly yours,
/s/ JAMES R. LAJOIE
James R. Lajoie
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 November 16,
1994 included in XTRA Corporation's Form 10-K for the year ended September 30,
1994 and to all references to our firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 2, 1995
