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As filed with the Securities and Exchange Commission on May 8, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
CALIBER SYSTEM, INC.
(Exact name of registrant as specified in charter)
Ohio 34-1365496
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3560 West Market Street, Akron, Ohio 44333
(Address, including ZIP Code, of registrant's principal executive offices)
NONEMPLOYEE DIRECTORS' STOCK RETAINER PLAN
(Full title of the plan)
DOUGLAS A. WILSON
Senior Vice President - Finance and Planning,
Secretary and Chief Financial Officer
Caliber System, Inc.
3560 West Market Street
Akron, Ohio 44333
(330) 665-5646
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Common
Stock without par 50,000 38.875 1,943,750 670.26
value
</TABLE>
(1) The total number of shares of common stock reserved and available for
distribution. Pursuant to Rule 416, this Form S-8 Registration
Statement shall be deemed to cover any additional securities issued to
prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) The registration fee has been calculated in accordance with Rule 457(h)
based on the average of the high and low prices of the common stock
without par value reported on the New York Stock Exchange on May 6,
1996, which average was 38.875.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1995;
(2) Quarterly Report of the Company on Form 10-Q for the quarter
ended March 23, 1996;
(3) Current Report of the Company on Form 8-K dated January 18, 1996;
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 Plan
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 4. DESCRIPTION OF SECURITIES.
Not applicable. (Securities to be offered are registered under Section
12 of the Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 insistence 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
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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 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Second Amended Articles of Incorporation of the Company (filed
as Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, and incorporated herein by
reference).
4.2 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).
4.3 Nonemployee Directors' Stock Retainer Plan.
5 Opinion of Counsel.
23 Consent of Independent Auditors.
(Consent of Counsel included in Exhibit 5).
24 Powers of Attorney.
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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 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
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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.
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 REGISTRATION STATEMENT ON FORM S-8 AND HAS
DULY CAUSED THIS 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 8th DAY OF MAY 1996.
CALIBER SYSTEM, INC.
By: /s/ Douglas A. Wilson
--------------------------------------------
Name: Douglas A. Wilson
Title: Senior Vice President - Finance and Planning,
Secretary and Chief Financial Officer
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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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C> <C>
* Daniel J. Sullivan Chairman, Chief Executive May , 1996
-------------------------- Officer, President and Director
Daniel J. Sullivan (Principal Executive Officer)
/s/ Douglas A. Wilson Senior Vice President- May 8, 1996
-------------------------- Finance and Planning, Secretary
Douglas A. Wilson and Chief Financial Officer
(Principal Financial Officer)
* Kathryn W. Dindo Vice President and Controller May , 1996
-------------------------- (Principal Accounting Officer)
Kathryn W. Dindo
* George B. Beitzel Director May , 1996
---------------------------
George B. Beitzel
* Richard A. Chenoweth Director May , 1996
------------------------
Richard A. Chenoweth
* Norman C. Harbert Director May , 1996
-------------------------
Norman C. Harbert
Director May , 1996
---------------------------
Harry L. Kavetas
* Charles R. Longsworth Director May , 1996
-------------------------
Charles R. Longsworth
* G. James Roush Director May , 1996
--------------------------
G. James Roush
* H. Mitchell Watson, Jr. Director May , 1996
--------------------------
H. Mitchell Watson, Jr.
</TABLE>
*This registration statement has been signed on behalf of the above
officers and directors by Douglas A. Wilson, Senior Vice President - Finance and
Planning, Secretary and Chief Financial Officer of the Company, as
attorney-in-fact pursuant to powers of attorney filed as Exhibit 24 to this
registration statement.
DATED: May 8, 1996 By: /s/ Douglas A. Wilson
-----------------------------------
Douglas A. Wilson, Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
------ ----------- ------
<S> <C>
4.1 Second Amended Articles of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, and incorporated herein by
reference).
4.2 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).
4.3 Nonemployee Directors' Stock Retainer Plan.
5 Opinion of Counsel.
23 Consent of Independent Auditors.
24 Powers of Attorney.
</TABLE>
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Exhibit 4.3
CALIBER SYSTEM, INC.
NONEMPLOYEE DIRECTORS' STOCK RETAINER PLAN
ARTICLE I. PURPOSE
The purpose of the Caliber System, Inc. Nonemployee Directors' Stock
Retainer Plan is to promote the interests of Caliber System, Inc. and its
shareholders by attracting and retaining nonemployee Directors capable of
furthering the future success of the Company and by aligning their economic
interests more closely with those of the Company's shareholders.
ARTICLE II. DEFINITIONS
For purposes of the Plan, the following words and phrases shall have the
meanings indicated:
2.1 ANNUAL MEETING means an annual meeting of shareholders of the Company.
2.2 BOARD means the Board of Directors of the Company.
2.3 COMPANY means Caliber System, Inc., an Ohio corporation, and any
successor thereto.
2.4 NONEMPLOYEE DIRECTOR means a member of the Board who is not employed by
the Company or any of its subsidiaries.
2.5 RETAINER means the portion of a Nonemployee Director's annual
compensation that is payable without regard to the number of Board or committee
meetings attended or committee positions.
2.6 SHARES means shares of common stock, without par value, of the Company.
ARTICLE III. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan shall become effective only if it is approved by the affirmative
vote of the holders of a majority of the Shares present or represented and
entitled to vote at the Annual Meeting of the Company's shareholders to be held
on May 8, 1996 or at any adjournment thereof and, if so approved, shall be
effective from the date approved. The term during which Shares shall be granted
under the Plan shall expire on December 31, 2006.
ARTICLE IV. SHARES AVAILABLE FOR GRANTS
The Shares which may be granted to Nonemployee Directors shall not exceed in
the aggregate 50,000 shares.
ARTICLE V. RETAINER PAID IN SHARES
5.1 Each Nonemployee Director elected or re-elected to the Board at the 1996
Annual Meeting and each Annual Meeting thereafter shall be granted, in
consideration of such election or re-election, a Retainer of 900 Shares.
5.2 Each Nonemployee Director elected to the Board after the 1996 Annual
Meeting, at other than an Annual Meeting, shall be granted, in consideration of
such election, effective as of the date of such election, a pro rata portion of
a retainer of 900 shares, based on the portion of the year (expressed in days
based on a 365 day year) such Nonemployee Director will serve prior to the next
Annual Meeting, rounded down to the nearest whole Share.
5.3 None of the Shares granted under this Plan shall be subject to
forfeiture upon the termination of a Nonemployee Director's service prior to
completion of his or her term.
5.4 The Shares granted under the Plan may be treasury shares or newly-issued
shares. The obligation of the Company to deliver Shares shall be subject to all
applicable laws, rules and regulations, and to such approvals by governmental
agencies as may be deemed necessary or appropriate by the Company, including,
among others, such steps as counsel for the Company shall deem necessary or
appropriate to comply with requirements of relevant securities laws. This
obligation shall also be subject to the condition that any Shares reserved for
issuance under the Plan shall have been duly listed on the New York Stock
Exchange.
ARTICLE VI. ADJUSTMENTS
6.1 The number and kind of Shares which shall be automatically granted to
each Nonemployee Director under Article V of the Plan shall be automatically
adjusted to prevent dilution or enlargement of the rights of Nonemployee
Directors in the event of any changes in the number or kind of outstanding
Shares resulting from a merger, recapitalization, stock exchange, stock split,
stock dividend, other extraordinary dividend or distribution, corporate division
or other change in the Company's corporate or capital structure.
ARTICLE VII. MISCELLANEOUS
7.1 AMENDMENT. The Board may at any time amend, suspend or terminate any or
all of the provisions of the Plan at any time.
7.2 RETENTION OF POWERS. Nothing contained herein shall prevent the
directors of the Company from exercising those powers granted to them by law,
the Company's Articles of Incorporation, or Restated Amended Code of
Regulations, or otherwise to set the compensation of directors from time to
time.
7.3 GOVERNING LAW. The provisions of the Plan shall be construed and
interpreted according to the laws of the State of Ohio and applicable Federal
law.
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EXHIBIT 5
May 7, 1996
Caliber System, Inc.
3560 West Market Street
Akron, Ohio 44333
Re: Nonemployee Directors' Stock Retainer Plan
Gentlemen:
I have acted as counsel for Caliber System, Inc. (the "Company") in connection
with the adoption of the Nonemployee Directors' Stock Retainer Plan (the
"Plan"). I have examined such documents, records and matters of law as I have
deemed necessary for purposes of this opinion, and based thereon I am of the
opinion that the shares of common stock, without par value, of the Company
("Common Stock") that may be issued pursuant to the Plan are duly authorized
and will be, when issued in accordance with the Plan, validly issued, fully
paid and nonassessable
I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement on Form S-8 being filed by the Company to effect registration of the
shares of Common Stock to be issued and sold pursuant to the Plan under the
Securities Act of 1933.
Very truly yours,
Joseph C. Weinstein
JCW:050796-2
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Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Nonemployee Directors' Stock Retainer Plan of
Caliber System, Inc. of our reports dated January 23, 1996, with respect to the
consolidated financial statements of Caliber System, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1995
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Akron, Ohio
May 6, 1996
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EXHIBIT 24
DIRECTORS AND OFFICERS OF
CALIBER SYSTEM, INC.
NONEMPLOYEE DIRECTORS' STOCK RETAINER PLAN
REGISTRATION STATEMENT ON FORM S-8
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of Caliber System, Inc., an Ohio corporation (the "Company"),
hereby constitutes and appoints Douglas A. Wilson, 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 Nonemployee Directors' Stock Retainer 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 and 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 8th day of May, 1996.
/s/ GEORGE B. BEITZEL /s/ CHARLES R. LONGSWORTH
- ------------------------------- -------------------------------
GEORGE B. BEITZEL CHARLES R. LONGSWORTH
/s/ RICHARD A. CHENOWETH /s/ G. JAMES ROUSH
- ------------------------------- -------------------------------
RICHARD A. CHENOWETH G. JAMES ROUSH
/s/ KATHRYN W. DINDO /s/ DANIEL J. SULLIVAN
- ------------------------------- -------------------------------
KATHRYN W. DINDO DANIEL J. SULLIVAN
/s/ NORMAN C. HARBERT /s/ H. MITCHELL WATSON, JR.
- ------------------------------- -------------------------------
NORMAN C. HARBERT H. MITCHELL WATSON, JR.
/s/ DOUGLAS A. WILSON
- ------------------------------- -------------------------------
HARRY L. KAVETAS DOUGLAS A. WILSON
