As filed with the Commission on May 23, 1997 File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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XTRA CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 06-0954158
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o X-L-CO., Inc.
60 State Street
Boston, Massachusetts 02109
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(Address of principal executive offices, including zip code)
XTRA CORPORATION
1991 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
---------------------------
(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
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(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount Proposed Proposed Amount of
Securities to be maximum maximum registration
to be registered offering aggregate fee(2)
registered price per offering
share(1) price(1)
Common Stock 50,000(3) 43.66 $2,183,000 661.50
par value, $.50
</TABLE>
(1) 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 50,000 shares of
Common Stock, par value $.50 per share, to be registered hereunder,
12,500 shares are subject to options at an average exercise price of
$42.64 per share. The offering price of $44.00 per share for the
remaining 37,500 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
Exhibit Index on Page 9 Page 1 of 11 Pages
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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 May 20,
1995.
(2) Registration fee consists of (a) $161.50 payable in respect of 12,500
shares subject to options at an average exercise price of $42.64 per
share on the date hereof and (b) $500 payable in respect of 37,500
shares not yet subject to options on the date hereof, calculated as
described in footnote 1 above.
(3) 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.
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Item 3. Incorporation of Documents by Reference.
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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, 1996, filed pursuant to the Securities Exchange Act of 1934
(the "1934 Act").
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended December 31, 1996 and March 31, 1997.
(c) The Registrant's Current Reports on Form 8-K dated January 24, and
May 5, 1997.
(d) 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.
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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,
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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, 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.
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Item 8. Exhibits.
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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.
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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 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
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the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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 22nd day of May, 1997.
XTRA CORPORATION
By: \s\ JAMES R. LAJOIE
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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.
Title: Date:
/s/ LEWIS RUBIN May 22, 1997
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LEWIS RUBIN, President
and Chief Executive Officer, Director
(Principal Executive Officer)
/s/ MICHAEL J. SOJA May 22, 1997
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MICHAEL J. SOJA, Vice President,
Finance and Chief Financial Officer
(Principal Financial Officer)
/s/ ROBERT B. BLAKELEY May 22, 1997
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ROBERT B. BLAKELEY, Vice President
and Controller (Principal Accounting Officer)
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<PAGE>
Date:
/s/ H. WILLIAM BROWN May 22, 1997
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H. WILLIAM BROWN, Director
/s/ ROBERT M. GINTEL May 22, 1997
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ROBERT M. GINTEL, Director
/s/ ROBERT B. GOERGEN May 22, 1997
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ROBERT B. GOERGEN, Director
/s/ HERBERT C. KNORTZ May 22, 1997
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HERBERT C. KNORTZ, Director /
/s/ FRANCIS J. PALAMARA May 22, 1997
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FRANCIS J. PALAMARA, Director
/s/ MARTIN L. SOLOMON May 22, 1997
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MARTIN L. SOLOMON, Director
-8-
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EXHIBIT INDEX
EXHIBIT PAGE
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5. Opinion of James R. Lajoie 10
23.1 Consent of Independent Public Accountants 11
23.2 Consent of counsel (included in Exhibit 5)
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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
May 22, 1997
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 50,000 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 non-employee
directors of the Company pursuant to the XTRA Corporation 1991 Stock Option Plan
for Non-Employee Directors (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
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James R. Lajoie
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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
November 13, 1996 included in XTRA Corporation's Form 10-K for the year ended
September 30, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 22, 1997
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