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As filed with the Securities and Exchange Commission
On December 28, 1995
Registration Statement No. 33-44502
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------
ROADWAY SERVICES, INC.
(Exact name of issuer as specified in its charter)
Ohio 34-1365496
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
1077 Gorge Boulevard
P.O. Box 88
Akron, Ohio 44309-0088
(Address of principal executive office) (Zip code)
RESTRICTED BOOK VALUE SHARES PLAN
FOR
ROADWAY SERVICES, INC.
AND
CERTAIN OPERATING COMPANIES
(Full title of plan)
Douglas A. Wilson
1077 Gorge Boulevard
P.O. Box 88
Akron, Ohio 44309-0088
(Name and address of agent for service)
(216) 384-8184
(Telephone number, including area code, of agent for service)
===============================================================================
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In order to include as new Exhibit 4(d) to this registration statement
the Form of Amendment No. 1 to the Restricted Book Value Shares Plan for
Roadway Services, Inc. and Certain Operating Companies (as Amended and Restated
as of January 13, 1994), and in order to include as new Exhibit 24 to this
registration statement a Power of Attorney, Part II of this registration
statement is hereby amended and restated in its entirety as hereinafter set
forth.
(i)
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Roadway Services, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1994;
(2) Quarterly Reports of the Company on Form 10-Q for the quarters
ended March 25, 1995; June 17, 1995; and September 9, 1995;
(3) Current Reports of the Company on Form 8-K dated January 17,
1995; August 23, 1995; and November 17, 1995; and
(4) The description of the Company's common stock without par
value contained in the Company's Registration Statement filed
pursuant to Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act"), including any amendments and reports
filed for the purpose of updating that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
post-effective amendment to registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered under the
Restricted Book Value Shares Plan for Roadway Services, Inc. and Certain
Operating Companies have been sold or deregistering all securities then
remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations concerning indemnification of officers, directors and other
persons.
Article IV of the Company's Restated Amended Code of Regulations
provides, in relevant part, as follows:
"The Company shall indemnify each present and future director
and officer of the Company, and each person who at the request of or
at the instance of the Company is now serving or hereafter serves as a
director or officer of any other corporation, against any costs and
expenses which may be imposed on or reasonably incurred by him in
connection with any claim, suit, or proceeding (whether brought by the
Company, such corporation, a receiver, a trustee, one or more
shareholders or creditors, any governmental body, any public official,
any private person, or any other corporation) hereafter made or
instituted in which he may be involved by reason of his being or
having been a director or officer of the Company or of any other
corporation in which he served or serves as a director or officer at
the request of or at the instance of the Company (whether or not he
continues to be a director or officer at the time of imposition of
such costs or incurring of such expense), such costs and expenses to
include the cost to such director or officer of reasonable settlements
(other than amounts paid to the Company itself or to such other
corporation served at the request of or at the instance of the
Company). The Company shall not, however, indemnify such director or
officer with respect to matters as to which he shall be finally
adjudged in any such action, suit or proceeding to be liable because
of dereliction in the performance of his duties as such director or
officer, or (except with the approval of a court of competent
jurisdiction, a disinterested majority of the Board of Directors, or
any committee or group of persons to whom the question may be referred
by the Board) with respect to any matter on which a settlement is
effected if the amount paid by the director or officer in such
settlement shall substantially exceed the expenses which might
reasonably be incurred by him after the date of settlement in
conducting litigation to a final
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conclusion. The foregoing right of indemnification shall not be
exclusive of other rights to which any person concerned may be
entitled as a matter of law, and shall inure to the benefit of the
heirs, executors, and administrators of any such person."
In addition, the Company maintains directors' and officers'
reimbursement and liability insurance. The risks covered by such policies
include certain liabilities under the securities laws.
ITEM 8. EXHIBITS.
4(a) Restated Amended Articles of Incorporation of the Company.
(b) Restated Amended Code of Regulations of the Company effective
May 10, 1989 (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference).
(c) Restricted Book Value Shares Plan for Roadway Services, Inc.
and Certain Operating Companies (as Amended and Restated as of
January 13, 1994).
(d) Form of Amendment No. 1 to Restricted Book Value Shares Plan
for Roadway Services, Inc. and Certain Operating Companies (as
Amended and Restated as of January 13, 1994).*
5 Opinion of Counsel.
23(a) Consent of Independent Auditors.*
(b) Consent of Counsel (included in Exhibit 5).
24 Power of Attorney.*
- --------------------
* Filed with this post-effective amendment to registration statement.
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
this 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 this 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 and 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
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more than 20 percent 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 this Registration
Statement or any material change to such
information in this 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.
(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 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 this 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 in 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 of 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 THIS POST-EFFECTIVE AMENDMENT TO
REGISTRATION STATEMENT ON FORM S-8 AND HAS DULY CAUSED THIS POST-EFFECTIVE
AMENDMENT TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON, STATE OF OHIO, ON
THIS 14TH DAY OF DECEMBER 1995.
ROADWAY SERVICES, INC.
By: /s/ John M. Glenn
----------------------------------
Name: John M. Glenn
Title: Vice President and General Counsel
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
* Daniel J. Sullivan Director; Chairman of the Board, December 14, 1995
------------------ President, and
Daniel J. Sullivan Chief Executive Officer
(Principal Executive Officer)
* Douglas A. Wilson Senior Vice President- December 14, 1995
----------------- Finance and Planning,
Douglas A. Wilson Secretary, and Chief Financial Officer
(Principal Financial Officer)
* Roy E. Griggs Vice President and December 14, 1995
------------- Controller (Principal
Roy E. Griggs Accounting Officer)
Director December 14, 1995
-----------------
George B. Beitzel
* Richard A. Chenoweth Director December 14, 1995
--------------------
Richard A. Chenoweth
* Norman C. Harbert Director December 14, 1995
-----------------
Norman C. Harbert
Director December 14, 1995
---------------------
Charles R. Longsworth
* Robert E. Mercer Director December 14, 1995
----------------
Robert E. Mercer
* G. James Roush Director December 14, 1995
--------------
G. James Roush
* William Sword Director December 14, 1995
-------------
William Sword
Director December 14, 1995
-----------------------
H. Mitchell Watson, Jr.
* Sarah Roush Werner Director December 14, 1995
------------------
Sarah Roush Werner
</TABLE>
*This post-effective amendment to registration statement has been
signed on behalf of the above officers and directors by John M. Glenn, Vice
President and General Counsel of the Company, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24 to this post-effective amendment to
registration statement.
DATED: December 14, 1995 By: /s/ John M. Glenn
-------------------------------
John M. Glenn, Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Description Page Number in Sequentially
- -------------- ------------------- Numbered Copy
---------------------------
<S> <C> <C>
4(a) Restated Amended Articles of
Incorporation of the Company. ___
4(b) Restated Amended Code of Regulations
of the Company effective May 10, 1989
filed as Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the
year ended December 31, 1992, and
incorporated herein by reference). ___
4(c) Restricted Book Value Shares Plan for
Roadway Services, Inc. and Certain
Operating Companies (as Amended and
Restated as of January 13, 1994). ___
4(d) Form of Amendment No. 1 to Restricted Book
Value Shares Plan for Roadway Services, Inc.
and Certain Operating Companies (as Amended
and Restated as of January 13, 1994).* 9
5 Opinion of Counsel. ___
23(a) Consent of Independent Auditors.* 11
23(b) Consent of Counsel (included in Exhibit 5). ___
24 Power of Attorney.* 12
</TABLE>
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* Filed with this post-effective amendment to registration statement.
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<PAGE> 1
Exhibit 4(d)
RESTRICTED BOOK VALUE SHARES PLAN
FOR
ROADWAY SERVICES, INC.
AND
CERTAIN OPERATING COMPANIES
(As Amended and Restated as of January 13, 1994)
Amendment No. 1
The Board of Directors of Roadway Services, Inc., pursuant to
its reserved authority under Section 5.1 of the Restricted Book Value Shares
Plan for Roadway Services, Inc. and Certain Operating Companies (the "Plan"),
hereby amends the Plan, effective January 1, 1996, as follows:
1. Section 1.1(b) of the Plan is amended by deleting the last
sentence thereof, and in substitution thereof inserting the
following:
For the purpose of calculating the Purchase Price under
Section 4.1.3 and the Repurchase Price under Section 4.4
hereof, the Book Value calculation may be adjusted by the
Committee, in its sole discretion, after consultation with the
independent auditors, to reduce or eliminate the effect of any
changes in accounting policies, acquisitions, spin-offs or
other unusual or extraordinary items.
2. Section 1.1(j) of the Plan is amended in its entirety to read:
(j) "Participant" means an individual who purchases RBV
Shares as offered through his Employer. As of
January 1, 1996, the groups of individuals who are
eligible to participate in the Plan are (i) officers
of RSI; Roadway Package System, Inc.; Roadway
Information Technology, Inc.; Roberts Transportation
Services, Inc. and its affiliates; Roadway Regional
Group, Inc.; Viking Freight System, Inc.; Roadway
Logistics System, Inc. and its affiliates; and
Central Freight Lines, Inc.; (ii) Roadway Package
System, Inc. Regional Managers; and (iii) any other
individuals or groups of individuals as the Committee
(as defined in Section 1.1(c) of the Plan) may
determine from time to time.
<PAGE> 2
2
3. Section 4.4.4 of the Plan is amended in its entirety to read:
4.4.4 Repurchase upon Other Termination of Employment.
Upon termination of a Participant's employment with his
Employer for any reason other than as referred to in Section
4.4.3, all of the Participant's RBV Shares must be returned for
repurchase at the Repurchase Price within one year from the
date of such termination; provided, however, that RBV Shares
purchased with converted Stock Credits pursuant to Section 5.3
of the Stock Credit Plan after such termination, if any, must
be returned for repurchase at the Repurchase Price within one
year from the date of such purchase.
4. A new Section 4.4.10 is added to the Plan to read:
4.4.10 Repurchase upon Spin-Off of Roadway Express,
Inc. Upon the spin-off of Roadway Express, Inc. from RSI,
each Participant who is an employee of Roadway Express, Inc.
on January 1, 1996 shall be required to return his RBV Shares
for repurchase at the Repurchase Price within one year from
the date of such spin-off.
IN WITNESS WHEREOF, this Amendment No. 1 has been executed
this ___ day of December, 1995 on behalf of Roadway Services, Inc. by its duly
authorized officer.
Attest: ROADWAY SERVICES, INC.
_________________________ By: _________________________
Title:_______________________
<PAGE> 1
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in Post-Effective Amendment No. 4
to the Registration Statement (Form S-8 No. 33-44502) pertaining to the
Restricted Book Value Shares Plan for Roadway Services, Inc. and Certain
Operating Companies of our reports dated January 24, 1995, with respect to the
consolidated financial statements of Roadway Services, Inc. and subsidiaries
incorporated by reference in its Annual Report (Form 10-K) and the related
financial statement schedule included therein for the year ended December
31,1994, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Akron, Ohio
December 27, 1995
<PAGE> 1
Exhibit 24
DIRECTORS AND OFFICERS OF
ROADWAY SERVICES, INC.
RESTRICTED BOOK VALUE SHARES PLAN
REGISTRATION STATEMENT ON FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Roadway Services, Inc., an Ohio corporation (the "Company"),
hereby constitutes and appoints John M. Glenn and Douglas A. Wilson, and each
of them, with full power of substitution and resubstitution, as the true and
lawful attorney-in-fact and agent of the undersigned, to sign and file on his
behalf and in his name, place and stead, in any and all capacities, under the
Securities Act of 1933, one or more Registration Statements on Form S-8
relating to the registration, offer, and sale of such number of shares of
common stock, without par value, as shall be determined from time to time,
issued and to be issued or acquired in connection with the Company's Restricted
Book Value Shares Plan (the "Plan"), and any and all amendments and exhibits
thereto, including post-effective amendments, and any and all applications or
other documents to be filed with the Securities and Exchange Commission or any
state regulatory authority, including any state securities regulatory board or
commission, pertaining to the securities subject to such registrations, with
full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in the premises, hereby ratifying
and approving the acts of said attorney and any such substitute.
EXECUTED this 14th day of December, 1995.
/s/ G. James Roush
- -------------------------------------- -----------------------------------
George B. Beitzel G. James Roush
/s/ Richard A. Chenoweth /s/ Daniel J. Sullivan
- -------------------------------------- -----------------------------------
Richard A. Chenoweth Daniel J. Sullivan
/s/ Roy E. Griggs /s/ William Sword
- -------------------------------------- -----------------------------------
Roy E. Griggs William Sword
/s/ Norman C. Harbert
- -------------------------------------- -----------------------------------
Norman C. Harbert H. Mitchell Watson Jr.
/s/ Sarah Roush Werner
- -------------------------------------- -----------------------------------
Charles R. Longsworth Sarah Roush Werner
/s/ Robert E. Mercer /s/ Douglas A. Wilson
- -------------------------------------- -----------------------------------
Robert E. Mercer Douglas A. Wilson
