<PAGE> 1
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 Identification No.)
of Incorporation or Organization)
3560 West Market Street, Akron, Ohio 44333
(Address, including ZIP Code, of registrant's principal xecutive offices)
1994 NONEMPLOYEE DIRECTORS' STOCK 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================
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
- ----------------------------------------------------------------------------------------------------------------
<FN>
(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.
</TABLE>
<PAGE> 2
CALIBER SYSTEM, INC.
Cross Reference Sheet Pursuant to Item 501(b) of
Regulation S-K, Showing the Location in the
Prospectus of the Information Required by Part I of Form S-3
<TABLE>
<CAPTION>
Item of Form S-3 Location or Caption in Prospectus
---------------- ---------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus............................ Facing Page of Registration Statement; Cross-
Reference Sheet; Outside Front Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Pages of
Prospectus................................................ Available Information; Incorporation of Certain
Documents by Reference; Table of Contents
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges................................. The Company
4. Use of Proceeds........................................... Use of Proceeds
5. Determination of Offering Price........................... Not Applicable
6. Dilution.................................................. Not Applicable
7. Selling Security Holders.................................. Selling Shareholders
8. Plan of Distribution...................................... Plan of Distribution
9. Description of Securities to Be Registered................ Not Applicable
10. Interests of Named Experts and Counsel.................... Experts
11. Material Changes.......................................... Not Applicable
12. Incorporation of Certain Information by
Reference................................................. Incorporation of Certain Documents by Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities............ Indemnification of Directors and Officers
</TABLE>
<PAGE> 3
PROSPECTUS
- ----------
50,000 SHARES
CALIBER SYSTEM, INC.
COMMON STOCK
WITHOUT PAR VALUE
--------------
This Prospectus relates to 50,000 shares of the common stock, without
par value ("Common Stock"), of Caliber System, Inc. (the "Company"), which are
owned by and have been awarded to, the selling shareholders referred to herein
(the "Selling Shareholders") pursuant to the Company's 1994 Nonemployee
Directors' Stock Plan (the "Plan"). The Company will not receive any proceeds
from any sale of shares of Common Stock offered hereby.
The shares of Common Stock may be sold through any of several methods,
including transactions on the New York Stock Exchange, in the over-the-counter
market at prevailing market prices at the time of sale, or in privately
negotiated transactions at prices agreed upon by the parties. See "Plan of
Distribution."
The Selling Shareholders and any brokers effecting sales on their
behalf may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and commissions or discounts
given by such brokers may be deemed to be underwriting commissions or discounts
under the Securities Act.
The Common Stock is listed on the New York Stock Exchange under the
symbol "CBB."
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------
Neither delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in
the affairs of the Company since the date hereof or the dates as of which
information is set forth herein.
The date of this Prospectus is May 8, 1996.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act") and
accordingly, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities of the Commission, located at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's New York
regional office located at 7 World Trade Center, 13th Floor, New York, New York
10048, and at its Chicago regional office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
may also be obtained from the Public Reference Section of the Commission at 450
Fifth Street N.W., Washington, D.C. 20549, at prescribed rates. The Company's
Common Stock is listed on the New York Stock Exchange. Reports, proxy statements
and other information concerning the Company may also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005.
Additional information regarding the Company and the securities offered
hereby is contained in the Registration Statement and the exhibits relating
thereto, filed by the Company with the Commission under the Securities Act. For
further information pertaining to the Company and the securities offered hereby,
reference is made to the Registration Statement and the exhibits thereto, which
may be inspected without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies may be obtained from the
Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission and are hereby incorporated by reference in this Registration
Statement:
(a) Annual Report of the Company on Form 10-K for the year ended
December 31, 1995;
(b) Quarterly Report of the Company on Form 10-Q for the quarter
ended March 23, 1996;
(c) Current Report of the Company on Form 8-K dated January 18, 1996;
and
(d) The description of the Company's Common Stock without par value
is contained in the Company's Registration Statement filed
pursuant to Section 12 of the Exchange Act, including any
amendments and reports filed for the purpose of updating that
description.
All other reports subsequently filed by Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated
by reference herein and to be part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents of the Company by reference
which are not presented herein or delivered herewith. These documents (other
than certain exhibits to any such documents) are available to any person to whom
a copy of this Prospectus has been delivered, upon written or oral request to
Caliber System, Inc., 3560 West Market, Akron, Ohio 44333, Attention: Douglas A.
Wilson, Senior Vice President, Secretary and Chief Financial Officer, telephone
number (330) 665-5646, and will be furnished without charge.
2
<PAGE> 5
THE COMPANY
Caliber System, Inc. (formerly Roadway Services, Inc.), an Ohio
corporation, is engaged through its subsidiaries in a broad range of
transportation, logistics, and related information services. The Company's
operations include a small-package carrier, superregional carrier, a surface
expedited carrier and a contract logistics provider. These operations provide
services and solutions to meet customer requirements based upon shipment size,
distance, time in transit, and distribution needs. The Company conducts these
operations principally through RPS, Inc., Viking Freight, Inc., Roberts Express,
Inc. and Caliber Logistics, Inc.
For more detailed information about the Company, reference is made to
the Company's Annual Report on Form 10-K for the year ended December 31, 1995,
which is incorporated herein by reference. See "AVAILABLE INFORMATION" and
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
USE OF PROCEEDS
All shares of Common Stock sold pursuant to this Prospectus will be
sold by the Selling Shareholders for their own accounts, and the Company will
not receive any proceeds from such sales.
SELLING SHAREHOLDERS
The shares of Common Stock covered by this Prospectus were issued by
the Company to the Selling Shareholders pursuant to an award of restricted stock
granted under the Plan. The Selling Shareholders received such shares in tandem
with a grant of option rights to purchase a number of shares equal to four times
the number of shares of restricted stock awarded. Under the terms of the share
awards, the restrictions applicable to the shares will have lapsed on the date
of this prospectus, and the option rights granted in tandem with those shares
will have been cancelled.
All of the shares of Common Stock offered hereby were acquired by the
Selling Shareholders prior to the date hereof in transactions exempt from the
registration requirements of the Securities Act. The Selling Shareholders may
sell from time to time any of the shares of Common Stock covered by this
Prospectus. Therefore, no estimate can be given as to the number of shares of
Common Stock that may be reoffered for sale under this Prospectus at any given
time.
The table below sets forth the following information, assuming sale by
the Selling Shareholders of all shares of Common Stock awarded under the Plan
prior to the date hereof: (i) the name of the Selling Shareholder and positions
held by such Shareholder with the Company within the past three years; (ii) the
number of shares of Common Stock of the Company beneficially owned by the
Selling Shareholder as of the date hereof prior to the offering covered by this
Prospectus; (iii) the number of shares of Common Stock offered by the Prospectus
for the account of the Selling Shareholder; and (iv) the number of shares of
Common Stock to be owned by the Selling Shareholder if all shares covered by the
Prospectus held by such shareholder are sold. The Selling Shareholder holding
shares of Common Stock as to which the Plan restrictions have lapsed are listed
in the top portion of the table.
3
<PAGE> 6
<TABLE>
<CAPTION>
Name and Position (or Former Owned Offered Owned After
Position) of Selling Shareholder Shares Shares Sale
- -------------------------------- ------ ------- -----------
<S> <C> <C> <C>
George B. Beitzel/Director (a) 7,370 755 6,615
Richard A. Chenoweth/Director (a) 4,003 755 3,248
Norman C. Harbert/Director 4,378 755 3,623
Charles R. Longsworth/Director 1,987 755 1,232
G. James Roush/Director (a)(b) 2,097,345 755 2,096,590
</TABLE>
(a) Includes shares owned by family members of the directors as to
which beneficial ownership is disclaimed, as follows: Mr.
Beitzel, 1,247 shares; Mr. Chenoweth, 416 shares; and Mr. Roush,
47,908 shares.
(b) Includes 2,000,000 shares held in a voting trust.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time in one or
more transactions through any of several methods, including in transactions on
the New York Stock Exchange, in ordinary brokerage transactions or block
transactions, in distributions pursuant to and in accordance with the rules of
the over-the-counter market on which the shares may be traded, in negotiated
transactions, through underwriters or a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market price or at negotiated prices. The Selling Shareholders may
effect such transactions by selling shares to or though a broker or brokers or
underwriters, who may act as agent or principal or as both agent and principal,
and such brokers or underwriters may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders, not to exceed that which is customary for the particular
transactions. The Selling Shareholders and any brokers participating in such
sales may be deemed to be "underwriters" within the meaning of the Securities
Act, in which event commissions received by such brokers may be deemed to be
underwriting commissions under the Securities Act.
Any shares of Common Stock covered by this Prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under that rule
rather than pursuant to this Prospectus. There can be no assurance that any of
the Selling Shareholders will sell any or all of their shares of Company Common
Stock.
TRANSFER AGENT AND REGISTRAR
- ----------------------------
KeyCorp Shareholder Services, Inc. is the Transfer Agent and Registrar
of the Common Stock.
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:
4
<PAGE> 7
"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 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
EXPERTS
The consolidated financial statements and schedule of Caliber System,
Inc. appearing or incorporated by reference in Caliber System, Inc.'s Annual
Report (Form 10-K) for the year ended December 31, 1995 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
appearing or incorporated by reference therein and incorporated herein by
reference. Such financial statements and schedule are, and audited financial
statements to be included in subsequently filed documents will be, incorporated
herein in reliance upon the reports of Ernst & Young LLP pertaining to such
financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
5
<PAGE> 8
<TABLE>
<CAPTION>
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Available Information....................................... CALIBER SYSTEM, INC.
Incorporation of Certain Documents
by Reference..............................................
The Company.................................................
50,000 SHARES
Use of Proceeds.............................................
COMMON STOCK WITHOUT PAR VALUE
Selling Shareholders........................................
Plan of Distribution........................................
Indemnification of Directors and Officers...................
Legal Opinion...............................................
Experts.....................................................
--------------------
No person is authorized to give any give any information or
make any representations, other than those contained in this
Prospectus, in connection with the offering made hereby. If PROSPECTUS
given or made, no such information or representations may be
relied upon as having been authorized by the Company or the ___________________
Selling Shareholders. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy, and
there shall not be any sale of, these securities by any
person in any jurisdiction in which it is unlawful for that MAY 8, 1996
person to make such an offer, solicitation or sale. Neither
the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create an implication that the
information contained herein is correct as of any time
subsequent to the date hereof.
- -----------------------------------------------------------------------------------------------------------------------------------
===================================================================================================================================
</TABLE>
6
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 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
II-1
<PAGE> 10
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 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.
The shares of Common Stock to be resold by the Selling Shareholders
were issued to such Shareholders pursuant to the exemption from registration
under the Securities Act provided in Section 4(2) thereof. Each of the Selling
Shareholders was a director of the Company at the time that such shares were
issued to each such shareholder pursuant to the Plan, and through such position
had adequate access to information about the Company to make an informed
investment decision.
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 1994 Nonemployee Directors' Stock Plan.
23 Consent of Independent Auditors.
24 Powers of Attorney.
II-2
<PAGE> 11
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
II-3
<PAGE> 12
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
II-4
<PAGE> 13
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 , 1996
--------------------------- Finance and Planning, Secretary and
Douglas A. Wilson 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.
<FN>
*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.
</TABLE>
DATED: May 8, 1996 By: /s/ Douglas A. Wilson
-----------------------------------
Douglas A. Wilson, Attorney-in-Fact
II-5
<PAGE> 14
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 1994 Nonemployee Directors' Stock Plan.
23 Consent of Independent Auditors.
24 Powers of Attorney.
</TABLE>
II-6
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Exhibit 4.3
CALIBER SYSTEM, INC.
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1994 NONEMPLOYEE DIRECTORS' STOCK PLAN
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(As Amended as of May 8, 1996)
ARTICLE I
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PURPOSE
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The purpose of the Caliber System, Inc. Nonemployee Directors' Stock
Plan (the Plan) is to continue to attract and retain nonemployee directors of
exceptional ability and to solidify the common interest of directors and
shareholders in enhancing the value of the Company's common stock.
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 Award Date means the date of the Annual Meeting as of
which an award and grant under the Plan is effective.
2.3 Board means the Board of Directors of the Company.
2.4 Company means Caliber System, Inc., an Ohio
corporation, and any successor thereto.
2.5 Fair Market Value means the average of the highest
and lowest sales prices of the Shares on a specified date (or, if Shares were
not traded on such day, the next preceding day on which Shares were traded) as
reported in THE WALL STREET JOURNAL under the heading "NASDAQ National Market
Issues" or any similar or successor heading.
2.6 Nonemployee Director means a member of the Board who
is not employed by the Company or any of its subsidiaries.
2.7 Option Right means the right to purchase Shares
granted pursuant to Article IV.
2.8 Restricted Stock means Shares awarded pursuant to
Article IV which are neither nonforfeitable nor transferable pursuant to
Articles V and VI.
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2.9 Shares means shares of common stock, without par
value, of the Company.
ARTICLE III
SHARES AVAILABLE FOR GRANTS
Subject to adjustment as provided in Section 8.4, the Shares which may
be sold upon the exercise of Option Rights, or awarded as Restricted Stock and
released from restrictions upon becoming nonforfeitable and transferable, shall
not exceed in the aggregate 80,000 Shares. Shares which are subject to the
unexercised portions of any Option Rights that expire, terminate or are
cancelled, and Shares of Restricted Stock that are forfeited or otherwise
reacquired by the Company pursuant to the restrictions thereon, shall again
become available for the award of Restricted Stock and grant of Option Rights
under the Plan, provided that Shares of Restricted Stock shall not become so
available if any dividends have been paid thereon prior to such reacquisition.
ARTICLE IV
AWARDS OF RESTRICTED STOCK
IN TANDEM WITH GRANTS OF OPTION RIGHTS
4.1 AWARDS AND GRANTS. Each Nonemployee Director elected
or reelected to the Board at the 1994 Annual Meeting shall be awarded,
effective as of the date of such meeting, Restricted Stock having a Fair Market
Value on the Award Date of One Hundred Twenty-Five Thousand Dollars ($125,000),
in tandem with a grant of Option Rights to purchase that number of Shares as
shall be equal to four (4) times the number of Shares included in such award of
Restricted Stock. Each Nonemployee Director first elected to the Board at an
Annual Meeting after the 1994 Annual Meeting shall be awarded, effective as of
the date of such meeting, Restricted Stock having a Fair Market Value on the
Award Date of One Hundred Twenty-Five Thousand Dollars ($125,000), in tandem
with a grant of Option Rights to purchase that number of Shares as shall be
equal to four (4) times the number of Shares included in such award of
Restricted Stock.
4.2 EXECUTION OF AGREEMENT. Each award and grant hereunder
shall be contingent upon execution by the Nonemployee Director of a document
agreeing to the terms and conditions set forth in the Plan, and any other terms
and conditions required by the Company.
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ARTICLE V
LAPSE OF RESTRICTIONS ON RESTRICTED STOCK;
EXERCISABILITY OF OPTION RIGHTS
Shares of Restricted Stock awarded under the Plan shall be forfeited
or become non-forfeitable, and Option Rights granted under the Plan shall be
cancelled or become exercisable, on the following basis:
(a) Forty percent (40%) of the total number of Shares of
Restricted Stock awarded to any Nonemployee Director shall become
non-forfeitable on the date of the second Annual Meeting following the
Award Date, provided that on the date of such second Annual Meeting
the Fair Market Value of one Share shall be less than or equal to one
hundred thirty-three and one-third percent (133 1/3%) of its Fair
Market Value on the Award Date, and in such event the Option Rights
granted in tandem with such Shares of Restricted Stock thereupon shall
be cancelled. If on the date of such second Annual Meeting the Fair
Market Value of one Share is greater than one hundred thirty-three and
one-third percent (133 1/3%) of its Fair Market Value on the Award
Date, such Shares of Restricted Stock instead shall be forfeited and
shall revert to the Company, and the Option Rights granted in tandem
therewith shall continue to be held by such Nonemployee Director
pursuant to the terms hereof and thereupon shall become exercisable.
(b) Twenty percent (20%) of the total number of Shares of
Restricted Stock awarded to any Nonemployee Director shall become
non-forfeitable on the dates of each of the third, fourth and fifth
Annual Meetings following the Award Date, provided that on the date of
such third, fourth or fifth Annual Meeting the Fair Market Value of
one Share shall be less than or equal to one hundred thirty-three and
one-third percent (133 1/3%) of its Fair Market Value on the Award
Date, and in such event the Option Rights granted in tandem with such
Shares of Restricted Stock thereupon shall be cancelled. If on the
date of such third, fourth or fifth Annual Meeting the Fair Market
Value of one Share is greater than one hundred thirty-three and
one-third percent (133 1/3%) of its Fair Market Value on the Award
Date, such Shares of Restricted Stock instead shall be forfeited and
shall revert to the Company, and the Option Rights granted in tandem
therewith shall continue to be held by such Nonemployee Director
pursuant to the terms hereof and thereupon shall become exercisable.
(c) In the event of the death or disability of a
Nonemployee Director while he or she remains a director prior to the
date of the fifth Annual Meeting following his or her Award Date,
notwithstanding anything to the contrary
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contained herein, all outstanding Shares of Restricted Stock
theretofore awarded to him or her that have not yet become
non-forfeitable shall thereupon become non-forfeitable, provided that
on the Determination Date (as hereinafter defined) the Fair Market
Value of one Share shall be less than or equal to one hundred
thirty-three and one-third percent (133 1/3%) of its Fair Market Value
on the Award Date, and in such event all Option Rights granted in
tandem therewith thereupon shall be cancelled. If on such
Determination Date the Fair Market Value of one Share is greater than
one hundred thirty-three and one-third percent (133 1/3%) of its Fair
Market Value on the Award Date, all such Shares of Restricted Stock
instead shall be forfeited and shall revert to the Company, and all
Option Rights granted in tandem therewith shall continue to be held by
such Nonemployee Director or his estate pursuant to the terms hereof
and thereupon shall become exercisable. For purposes of this paragraph
(c), Determination Date shall mean, as applicable, the date of the
Nonemployee Director's death or the date on which the Nonemployee
Director ceases to serve as a director of the Company as a result of
disability.
(d) In the event of the retirement of a Nonemployee
Director pursuant to the Company's director tenure policy prior to the
date of the fifth Annual Meeting following his or her Award Date,
notwithstanding anything to the contrary contained herein, the
schedule of nonforfeitability set forth in paragraph (a) and paragraph
(b) of this Article V shall be modified so that outstanding Shares of
Restricted Stock theretofore awarded to him or her that have not yet
become non-forfeitable shall thereupon become non-forfeitable on a
schedule that is one year earlier than provided in such paragraphs (a)
and (b) so that forty percent (40%) of the total number of Shares of
Restricted Stock shall become non-forfeitable on the date of the first
Annual Meeting following the Award Date as provided in paragraph (a)
if such First Annual Meeting has not yet occurred, and twenty percent
(20%) of the total number of Shares of Restricted Stock shall become
non-forfeitable on the dates of each of the second, third and fourth
Annual Meetings following the Award Date as provided in such paragraph
(b), provided that on the Determination Date (as hereinafter defined)
the Fair Market Value of one Share shall be less than or equal to one
hundred thirty-three and one-third percent (133 1/3%) of its Fair
Market Value on the Award Date, and in such event all Option Rights
granted in tandem with such Shares of Restricted Stock thereupon shall
be cancelled. If on such Determination Date the Fair Market Value of
one Share is greater than one hundred thirty-three and one-third (133
1/3%) of its Fair Market Value on the Award Date, all such Shares of
Restricted Stock instead shall be forfeited and shall revert to the
Company, and all Option Rights granted in tandem therewith shall
continue to be held by such Non-Employee Director pursuant to the
terms hereof
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and thereupon shall become exercisable. For purposes of this
paragraph (d), Determination Date shall mean the date service as a
Director terminates.
(e) Except as otherwise provided in paragraph (c) or
paragraph (d) above, should any Nonemployee Director cease to serve as
such for any reason prior to the date of the fifth Annual Meeting
following his or her Award Date, all outstanding Shares of Restricted
Stock awarded to such Nonemployee Director that have not yet become
non-forfeitable shall be forfeited and shall revert to the Company,
and all Option Rights granted in tandem therewith shall be cancelled,
on the day following the date on which such service ceases.
ARTICLE VI
TERMS AND CONDITIONS OF AWARDS OF RESTRICTED STOCK
6.1 RIGHTS AS SHAREHOLDER. Each award of Restricted
Stock under the Plan shall constitute a transfer of the ownership of Shares to
the Nonemployee Director in consideration of the performance of services,
entitling such Nonemployee Director to voting, dividend and other ownership
rights, but subject to the forfeiture and transfer restrictions provided
herein. No additional consideration shall be due in connection with any such
award.
6.2 TRANSFER RESTRICTIONS. Shares of Restricted Stock
awarded pursuant to the Plan which have not yet become non-forfeitable may not
be sold, transferred (including, without limitation, transfer by gift or
donation), pledged or encumbered prior to the date, if any, on which they
become non-forfeitable and shall bear appropriate legends.
6.3 ADDITIONAL SECURITIES. Any new or additional Shares
or other securities to which a Nonemployee Director, by virtue of awards of
Restricted Stock hereunder, becomes entitled due to a stock dividend, stock
split, recapitalization, merger or other event shall be subject to all terms
and conditions of the Plan, including this Article VI.
ARTICLE VII
TERMS AND CONDITIONS OF GRANTS OF OPTION RIGHTS
7.1 OPTION PRICE. The option price per share of each
Share included in a grant of Option Rights shall be the Fair Market Value of
such Share as of the Award Date. Such Option price shall be payable by check,
by transfer to the Company of Shares (not subject to restrictions pursuant to
Article VI) having a Fair Market Value equal, at the time of exercise of the
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Option Right, to the option price or by a combination of such methods of
payment.
7.2 EXPIRATION OF OPTION RIGHTS; TRANSFER RESTRICTIONS.
Option Rights granted to a Nonemployee Director under the Plan which become
exercisable pursuant to Article V shall expire upon the earlier of the
following: (i) ten (10) years after the Award Date or (ii) three (3) months
after the director ceases to serve as such for reasons other than death,
disability, retirement as a director pursuant to the Company's director tenure
policy, or other termination of service as a director of the Company with the
consent of a majority of the members of the Board who are not then
participating in the Plan. Option Rights granted to a Nonemployee Director
pursuant to the Plan in no event shall be sold or transferred other than by
will or the laws of descent and distribution. Option Rights are exercisable
during the Nonemployee Director's lifetime only by him or her or his or her
legal representative.
ARTICLE VIII
ADMINISTRATION
8.1 COMMITTEE; DUTIES. The administrative committee for
the Plan (the Committee) shall consist of the Chairman of the Board (provided
that he is not a Nonemployee Director) and two Company officers or directors
who are not Nonemployee Directors, who shall be appointed by the Chairman of
the Board. The Committee shall supervise the administration of the Plan, may
from time to time adopt procedures governing the Plan and shall have authority
to give interpretive rulings with respect to the Plan, provided that the
Committee shall not, except as provided in Section 8.4, have any authority or
discretion as to the selection of persons eligible to participate in the Plan,
the timing of awards under the Plan, the number of Shares to be included in
awards of Restricted Stock or to be subject to Option Rights or the purchase
price for any such Shares.
8.2 AGENTS. The Committee may appoint an individual, who
may be an employee of the Company, to be the Committee's agent with respect to
the day-to-day administration of the Plan. In addition, the Committee may, from
time to time, employ other agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may
be counsel to the Company.
8.3 BINDING EFFECT OF DECISIONS. Any decision or action
of the Committee with respect to any question arising out of or in connection
with the administration, interpretation or application of the Plan shall be
final and binding upon all persons having any interest in the Plan.
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8.4 ADJUSTMENTS. In the event of (a) any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, (b) any merger, consolidation, separation,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase stock or (c) any other corporate transaction or event having an
effect similar to any of the foregoing, the Committee shall make or provide for
such adjustments in (i) the number or kind of Shares or other securities of the
Company available for grants under Article III, (ii) the kind of securities of
the Company to be covered by awards of Restricted Stock, (iii) the option price
and the number or kind of Shares or other securities of the Company covered by
outstanding Option Rights and (iv) such other matters as the Committee may
determine is equitably required to prevent dilution or enlargement of the
rights of participants in the Plan.
ARTICLE IX
MISCELLANEOUS
9.1 AMENDMENT. The Board may at any time amend, suspend
or terminate any or all of the provisions of the Plan, except that (i) no such
amendment, suspension or termination shall adversely affect any Restricted
Stock or Option Rights theretofore awarded or granted under the Plan to any
Nonemployee Director without the written consent of such director and (ii)
except as provided in Section 8.4, any amendment to the Plan that would have
the effect of changing the persons eligible to participate in the Plan, the
timing of awards under the Plan, the number of Shares to be awarded or granted
to participants under the Plan or the purchase price thereof shall be approved
by the shareholders of the Company prior to effectiveness. In no event shall
the provisions of the Plan relating to the matters set forth in clause (ii) of
this Section 9.1 be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code.
9.2 EFFECTIVE DATE. The Plan shall be effective upon the
later of (i) its approval by the shareholders of the Company or (ii) the
receipt by the Company of such rulings, interpretive letters, legal opinions
and other professional advice as to the tax, securities and other legal
ramifications of the Plan as the Company shall deem necessary.
9.3 GOVERNING LAW. The provisions of the Plan shall be
construed and interpreted according to the laws of the State of Ohio.
9.4 SUCCESSORS. The provisions of the Plan shall bind
and inure to the benefit of the Company and its successors and assigns. The
term successors as used herein shall include any corporate or other business
entity which shall, whether by
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merger, consolidation, purchase or otherwise, acquire all or substantially all
of the business and assets of the Company and successors of any such
corporation or other business entity.
9.5 RIGHT TO CONTINUED SERVICE. Nothing contained herein
shall be construed to confer upon any director the right to continue to serve
as a director of the Company or in any other capacity.
9.6 RULE 16B-3. This Plan is intended to comply with
Rule 16b-3 under the Securities Exchange of 1934 as in effect prior to May 1,
1991. The Board or the Committee may elect at any time to make Rule 16b-3 as
in effect on and after such date applicable to the Plan.
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Exhibit 23
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related prospectus pertaining to the 1994
Nonemployee Directors' Stock Plan of Caliber System, Inc. and to the
incorporation by reference therein 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.
1994 NONEMPLOYEE DIRECTORS' STOCK 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 1994 Nonemployee Directors' Stock 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
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GEORGE B. BEITZEL CHARLES R. LONGSWORTH
/S/ RICHARD A. CHENOWETH /S/ G. JAMES ROUSH
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RICHARD A. CHENOWETH G. JAMES ROUSH
/S/ KATHRYN W. DINDO /S/ DANIEL J. SULLIVAN
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KATHRYN W. DINDO DANIEL J. SULLIVAN
/S/ NORMAN C. HARBERT /S/ H. MITCHELL WATSON, JR.
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NORMAN C. HARBERT H. MITCHELL WATSON, JR.
/S/ DOUGLAS A. WILSON
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HARRY L. KAVETAS DOUGLAS A. WILSON
