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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 2001
REGISTRATION NO. 033-53557
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CIRCLE INTERNATIONAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 94-1740320
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
15350 VICKERY DRIVE
HOUSTON, TEXAS 77032
(Address of Principal Executive Offices and Zip Code)
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THE HARPER GROUP, INC. 1994 OMNIBUS EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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JAMES R. CRANE
PRESIDENT
CIRCLE INTERNATIONAL GROUP, INC.
15350 VICKERY DRIVE
HOUSTON, TEXAS 77032
(281) 618-3100
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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DEREGISTRATION OF UNSOLD SECURITIES
Pursuant to Registration Statement No. 033-53557 on Form S-8 (the
"Registration Statement"), Circle International Group, Inc., a Delaware
corporation formerly known as The Harper Group, Inc. ("Circle"), registered
750,000 shares of its common stock, par value $1.00 per share ("Circle Common
Stock"), and options to purchase Circle Common Stock to be offered under The
Harper Group, Inc. 1994 Omnibus Equity Incentive Plan.
On July 2, 2000, EGL, Inc., a Texas corporation ("EGL"), EGL Delaware
I, Inc., a Delaware corporation and wholly owned subsidiary of EGL ("Merger
Sub"), and Circle entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for the merger (the "Merger") of Merger Sub with and into
Circle, with Circle surviving as a wholly owned subsidiary of EGL. The Merger
became effective upon the filing of a Certificate of Merger with the Secretary
of State of the State of Delaware on October 2, 2000 (the "Effective Time").
Under the terms of the Merger Agreement, each outstanding share of Circle Common
Stock was converted at the Effective Time into the right to receive one share of
EGL common stock. As a result of the Merger, Circle terminated at the Effective
Time all offerings of Circle Common Stock under its existing registration
statements, including the Registration Statement.
In accordance with an undertaking made by Circle in the Registration
Statement to remove from registration, by means of a post-effective amendment,
any of the securities which remain unsold at the termination of the offering,
Circle hereby removes from registration all shares of Circle Common Stock
registered under the Registration Statement which remained unsold as of the
Effective Time.
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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 Post-
Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on January 4, 2001.
CIRCLE INTERNATIONAL GROUP, INC.
By: /s/ ELIJIO V. SERRANO
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Elijio V. Serrano
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has
been signed by the following persons in the capacities indicated and on January
4, 2001.
/s/ JAMES R. CRANE President and Director (Principal
----------------------------------------- Executive Officer)
James R. Crane
/s/ ELIJIO V. SERRANO Vice President - Finance and
----------------------------------------- Director (Principal Financial
Elijio V. Serrano and Accounting Officer)
