<PAGE>
As filed with the Securities and Exchange Commission on October 30, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSX CORPORATION
(Exact name of registrant as specified in its charter)
COMMONWEALTH OF VIRGINIA 62-1051971
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 782-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CSX 2000 STOCK REACQUISTION PLAN
(Full title of the Plan)
ALAN A. RUDNICK, ESQ.
VICE PRESIDENT-GENERAL COUNSEL
AND CORPORATE SECRETARY
CSX CORPORATION
ONE JAMES CENTER
901 EAST CARY STREET
RICHMOND, VIRGINIA 23219
(804) 783-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<PAGE>
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price Fee
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share 1,200,000 (1)(2) $21.59375 (3) $25,912,500(3) $6,840.90
Rights to Purchase Series
B Junior Participating
Preferred Stock, no par 1,200,000 rights N/A N/A N/A
value (4)..............
</TABLE>
(1) The number of shares being registered represents shares of Common Stock of
CSX Corporation (the "Company") authorized and reserved for issuance under the
CSX 2000 Stock Reacquisition Plan.
(2) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar transactions.
(3) Estimated pursuant to Rule 457(c) solely for purposes of calculating the
registration fee. Based on the average of the high and low prices for the Common
Stock reported in the consolidated reporting system of the New York Stock
Exchange on October 24, 2000.
(4) The Rights are to be attached to and trade with the shares of the Company's
Common Stock. Value attributable to the Rights, if any, will be reflected in the
market price of the Company's Common Stock.
INTRODUCTION
This Registration Statement on Form S-8 is filed by CSX Corporation, a Virginia
corporation (the "Company" or the "Registrant"), relating to shares of its
common stock, par value $1.00 per share (the "Common Stock") (including the
related rights (the "Rights") to purchase the Company's Series B Junior
Participating Preferred Stock, no par value) issuable to eligible employees of
the Company under the CSX 2000 Stock Reacquisition Plan (the "Plan"). This
Common Stock with debt forgiveness and related tax gross ups is being offered in
exchange for rights existing under the CSX Corporation Stock Purchase and Loan
Plan that was previously registered.
Part I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
------------------------
<PAGE>
Not required to be filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information
-------------------------------------------------------------------
Not required to be filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
-----------------------------------------------
The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K (File No. 1-8022) for the fiscal
year ended December 31, 1999.
(b) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the Company's annual report referred to in (a) above.
(c) The description of:
(i) The Common Stock, contained in the Company's Registration Statement on
Form 8-B (File No. 1-8022) filed on September 25, 1980 under Section 12 of the
Exchange Act as amended by Amendment Number 1 filed on June 17, 1988; and
(ii) the Rights, contained in the Company's Registration Statement on Form
8-A (File No. 1-8022) filed with the Commission on May 29, 1998 under Section
12(b) of the Exchange Act and Form 8-A/A (File No. 1-8022) filed with the
Commission on June 28, 2000 under Section 12(b) of the Exchange Act.
(d) Each document or report subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement.
Each document or report incorporated into this Registration Statement by
reference shall be deemed to be a part of this Registration Statement from the
date of the filing of such document with the Commission until the information
contained therein is superseded or updated
<PAGE>
by any subsequently filed document which is incorporated by reference into this
Registration Statement.
Item 4. Description of Securities
---------------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
----------------------------------------------
Ellen M. Fitzsimmons, General Counsel-Corporate of the Company, has passed upon
the validity of the Common Stock and Rights being registered under this
Registration Statement. Ms. Fitzsimmons is paid a salary by the Company, is a
participant in various employee benefit plans offered to employees of the
Company generally, and owns and has options to purchase shares of Common Stock.
Item 6. Indemnification of Directors and Officers
-------------------------------------------------
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Article VII of the Company's Amended and Restated Articles of Incorporation
provides for mandatory indemnification of any director or officer of the Company
who is, was or is threatened to be made a party to any proceeding (including any
proceeding by or on behalf of the Company) by reason of the fact that he or she
is or was a director or officer of the Company against all liabilities and
reasonable expenses incurred in the proceeding, except such liabilities and
expenses as are incurred because of such director's or officer's willful
misconduct or knowing violation of the criminal law.
The Company's Amended and Restated Articles of Incorporation also provide that
in every instance permitted under Virginia corporate law in effect from time to
time, the liability of a director or officer of the Company to the Company or
its shareholders arising out of a single transaction, occurrence or course of
conduct shall be limited to one dollar.
The Company maintains standard policies of officers' and directors' liability
insurance.
Item 7. Exemption from Registration Claimed
<PAGE>
-----------------------------------
Not Applicable.
Item 8. Exhibits
Unless otherwise indicated below as being incorporated by reference to another
filing of the Company with the Commission, each of the following exhibits is
filed herewith:
Exhibit No.
-----------
4.1 Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Form 10-Q (File No. 1-8022) for the
fiscal quarter ended June 30, 2000).
4.2 By-Laws of the Company, as amended (incorporated by reference to Exhibit 3.2
to the Company's Form 10-K (File No. 1-8022) for the fiscal year ended December
31, 1999).
4.3 Rights Agreement, dated as of May 29, 1998 (the "Rights Agreement"), between
CSX and Harris Trust Company of New York, as Rights Agent, (incorporated by
reference to Exhibit 99.1 to the Company's Registration on Form 8-A (File No. 1-
8022) filed May 29, 1998).
4.4 Amendment No. 1 to the Rights Agreement, dated as of June 27, 2000, between
CSX and Harris Trust Company of New York, as Rights Agent, (incorporated by
reference to Exhibit 3 to the Company's Registration on Form 8-A/A (File No. 1-
8022) filed June 28, 2000).
5 Opinion and Consent of Ellen M. Fitzsimmons, General Counsel-Corporate of the
Company, as to the validity of the Common Stock and Rights offered hereunder.
23.1 Consent of Ellen M. Fitzsimmons, General Counsel-Corporate of the Company
included in the opinion filed as Exhibit 5 hereto.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Ernst & Young LLP and KPMG LLP, independent auditors.
23.4 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney.
99 CSX 2000 Stock Reacquisition Plan (filed herewith)
Item 9. Undertakings
--------------------
(a)The undersigned Registrant hereby undertakes:
<PAGE>
(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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
(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 subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission 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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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
<PAGE>
foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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.
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 caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on October 30,
2000.
CSX CORPORATION
By: /s/ GREGORY R. WEBER
------------------------
Gregory R. Weber
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on October 30, 2000.
Signature Title
--------- -----
/s/ JOHN W. SNOW* Chairman, President, Chief Executive Officer
----------------- and Director (Principal Executive Officer)
John W. Snow
/s/ PAUL R. GOODWIN* Executive Vice President-Finance and Chief
-------------------- Financial Officer (Principal Financial
Paul R. Goodwin Officer)
/s/ JAMES L. ROSS* Vice President and Controller
------------------ (Principal Accounting Officer)
<PAGE>
James L. Ross
/s/ ELIZABETH E. BAILEY* Director
------------------------
Elizabeth E. Bailey
/s/ H. FURLONG BALDWIN* Director
-----------------------
H. Furlong Baldwin
/s/ CLAUDE S. BRINEGAR* Director
-----------------------
Claude S. Brinegar
/s/ ROBERT L. BURRUS, JR.* Director
--------------------------
Robert L. Burrus, Jr.
/s/ BRUCE C. GOTTWALD* Director
----------------------
Bruce C. Gottwald
/s/ JOHN R. HALL* Director
-----------------
John R. Hall
/s/ E. BRADLEY JONES* Director
---------------------
E. Bradley Jones
/s/ ROBERT D. KUNISCH* Director
----------------------
Robert D. Kunisch
/s/ JAMES W. MCGLOTHLIN* Director
------------------------
James W. McGlothlin
<PAGE>
/s/ SOUTHWOOD J. MORCOTT* Director
-------------------------
Southwood J. Morcott
/s/ CHARLES E. RICE* Director
--------------------
Charles E. Rice
/s/ WILLIAM C. RICHARDSON* Director
--------------------------
William C. Richardson
/s/ FRANK S. ROYAL* Director
-------------------
Frank S. Royal
*By: /s/ ELLEN M. FITZSIMMONS
-----------------------------
Ellen M. Fitzsimmons
Attorney-in-Fact
Exhibit Index
-------------
The following exhibits are filed herewith as part of, or incorporated by
reference in, this Registration Statement:
Exhibit No.
4.1 Amended and Restated Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the Company's Form 10-Q (File No. 1-8022) for the
fiscal quarter ended June 30, 2000).
4.2 By-Laws of the Company, as amended (incorporated by reference to Exhibit 3.2
to the Company's Form 10-K (File No. 1-8022) for the fiscal year ended December
31, 1999).
4.3 Rights Agreement, dated as of May 29, 1998, between CSX and Harris Trust
Company of New York, as Rights Agent, (incorporated by reference to Exhibit 99.1
to the Company's Registration on Form 8-A (File No. 1-8022) filed May 29, 1998).
<PAGE>
4.4 Amendment No. 1 to the Rights Agreement, dated as of June 27, 2000, between
CSX and Harris Trust Company of New York, as Rights Agent, (incorporated by
reference to Exhibit 3 to the Company's Registration on Form 8-A/A (File No. 1-
8022) filed June 28, 2000).
5 Opinion and Consent of Ellen M. Fitzsimmons, General Counsel-Corporate of the
Company, as to the validity of the Common Stock and Rights offered hereunder.
23.1 Consent of Ellen M. Fitzsimmons, General Counsel-Corporate of the Company
included in the opinion filed as Exhibit 5 hereto.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Ernst & Young LLP and KPMG LLP, independent auditors.
23.4 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney.
99 CSX 2000 Stock Reacquisition Plan (filed herewith).
