As filed with the Securities and Exchange Commission on June 1, 2000
Registration 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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CIRCLE INTERNATIONAL GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 94-1740320
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
260 Townsend Street, San Francisco, California 94107-0933
(Address of principal executive offices) (Zip Code)
CIRCLE INTERNATIONAL GROUP SAVINGS PLAN
(Full title of the plan)
Peter Gibert
Interim Chief Executive Officer
Circle International Group, Inc.
260 Townsend Street, San Francisco,
California 94107-0933
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 978-0600
Copy to:
Robert Kennis, Esq.
General Counsel & Secretary
Circle International Group, Inc.
260 Townsend Street
San Francisco, California 94107-0933
(415) 978-0600
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate
to be to be Price Offering Amount of
Registered Registered Per Share* Price* Registration
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Common Stock 350,000 shares $18.75 $6,562,500 $1,732.50
===============================================================================
* Estimated solely for the purpose of calculating the registration fee on
the basis of $18.75, the average of the high and low prices for the Common
Stock on June 1, 2000 as reported by NASDAQ.
** In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described herein.
===============================================================================
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the Annual Report on Form 10-K for The Circle International
Group, Inc. (the "Company") for the fiscal year ended December 31, 1999 filed
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); (ii) all reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by such Form 10-K; and (iii) the description of the Company's common
stock set forth in the Company's Registration Statement on Form 8-A relating
thereto, including any amendment or report filed for the purpose of updating
such description. All documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment (that
indicates all securities offered have been sold or 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.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual
or threatened actions, suits or proceedings provided that such officer,
director, employee or agent acted in good faith and in a manner such officer
reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his or her conduct was unlawful. This authority is sufficiently broad to
permit indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act.
The Registrant's Certificate of Incorporation, as amended, provides that the
Registrant's directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
to the fullest extent permitted by Delaware Law. The Registrant's By-laws
provide for indemnification of officers and directors to the fullest extent
permitted by Delaware Law. The Registrant maintains insurance policies that
insure its officers and directors against certain liabilities. In addition,
the Registrant has, and intends in the future to enter into, agreements to
provide indemnification for directors and officers in addition to that
contained in the Certificate of Incorporation, as amended, and By-laws.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
5.1 Undertaking re Status of Favorable Determination Letter Covering the
Plan.
Circle International Group, Inc. (the "Company") will submit the
Circle International Group Savings Plan (the "Plan") to the
Internal Revenue Service (the "IRS") with a request for a favorable
determination that the Plan qualifies under section 401(a) and
related provisions of the Internal Revenue Code of 1986, as amended,
and to make such changes to the Plan required by the IRS in order to
receive such favorable determination.
5.2 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in
Exhibit 5.2.
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;
(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 (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8 and 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.
Page 3
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(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 the
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 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.
Page 4
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Signatures
THE REGISTRANT
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 San Francisco, State of California on
the 16th day of May, 2000.
Circle International Group, Inc.
(Registrant)
By:/S/ Peter Gibert
-----------------------------
Peter Gibert
Interim Chairman of the Board
of Directors, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
/S/ Peter Gibert Chairman of the Board of May 16, 2000
----------------- Directors, President, and Chief
Peter Gibert Executive Officer
Principal Financial Officer and Accounting Officer:
/S/ Janice Kerti Chief Financial Officer and May 16, 2000
----------------- Senior Vice President
Janice Kerti
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Directors:
/S/ Peter Gibert Director May 16, 2000
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Peter Gibert
/S/ Wesley J. Fastiff Director May 16, 2000
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Wesley J. Fastiff
/S/ Edwin J. Holman Director May 16, 2000
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Edwin J. Holman
/S/ John M. Kaiser Director May 16, 2000
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John M. Kaiser
/S/ Ray C. Robinson, Jr. Director May 16, 2000
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Ray C. Robinson, Jr.
--------------------------- Director May 16, 2000
David I. Beatson
A majority of the members of the Board of Directors.
Page 6
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THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco,
State of California, on the 23rd day of May, 2000.
CIRCLE INTERNATIONAL GROUP SAVINGS PLAN
Signature Title Date
Member of the May 23, 2000
/S/ Robert H. Kennis Savings Plan Committee
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Robert H. Kennis
Member of the May 23, 2000
/S/ Rae Fawcett Savings Plan Committee
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Rae Fawcett
Member of the May 23, 2000
/S/ Janice Kerti Savings Plan Committee
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Janice Kerti
Member of the May 23, 2000
/S/ Gary VanNostern Savings Plan Committee
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Gary VanNostern
Member of the May 23, 2000
/S/ Randy T. Clark Savings Plan Committee
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Randy T. Clark
A majority of the members of the Savings Plan Committee for the Circle
International Group Savings Plan.
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EXHIBIT INDEX
5.1 Undertaking re Status of Favorable Determination Letter Covering the
Plan (See Item 8 of this Registration Statement).
5.2 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Independent Auditors.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is included in
Exhibit 5.1.
<PAGE>
Exhibit 5.2
June 1, 2000
Circle International Group, Inc.
260 Townsend Street
San Francisco, CA 94107-0933
Re: Circle International Group, Inc./
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with the
proposed issuance pursuant to the Circle International Group Savings Plan
(the "Plan"), of up to 350,000 additional shares of common stock ("Common
Stock"), of the Circle International Group, Inc., a Delaware corporation
(the "Company").
We have examined instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed the following: (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity
to the originals of all documents submitted to us as copies; and (c) the truth,
accuracy, and completeness of the information, representations, and warranties
contained in the records, documents, instruments, and certificates we have
reviewed.
Based on such examination, we are of the opinion that the 350,000
additional shares of Common Stock to be issued by the Company pursuant to the
Plan after the filing of this Registration Statement on Form S-8 are validly
authorized shares of Common Stock, and, when issued in accordance with the
provisions of the Plan after the filing of this Registration Statement, will be
legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to this
Registration Statement on Form S-8 and to the use of our name wherever it
appears in said Registration Statement. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder with respect to any part
of the Registration Statement, including this opinion, as an exhibit or
otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
Exhibit 23.1
INDEPENTEND AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Cirle International Group, Inc. on Form S-8 of our report dated March 29, 2000,
appearing in the Annual Report on Form 10-K of Circle International Group, Inc.
for the year ended December 31, 1999.
/S/ Deloitte and Touche LLP
San Francisco, California
May 19, 2000
