UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
--------------------------
DST SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1581814
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(State of Incorporation) (I.R.S. Employer
Identification No.)
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
(Address of Principal Executive Offices)
DST SYSTEMS, INC. 1995 STOCK OPTION AND PERFORMANCE AWARD PLAN
---------------------------------------------------------
(Full Title of the Plan)
ROBERT C. CANFIELD, ESQ.
Senior Vice President, General Counsel, and Secretary
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
(816) 435-1000
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(Name, Address, and Telephone Number of Agent for Service)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed Amount of
securities Amount maximum maximum Regist-
to be to be offering price aggregate ration
registered registered per share offering price fee
------------ ---------- -------------- -------------- --------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.01 per share 9,000,000 53.97 161,906,250 45,010
Shares <F1> <F2>
Interests
in the Plan <F3> <F4>
<FN>
<F1> Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the
Securities Act.
<F2> Calculation based on 3,000,000 additional shares being
registered in accordance with General Instruction E to Form
S-8. Six million shares of the same class of the Company's
Common Stock to be issued under the same plan were
previously registered under the Company's registration
statement on Form S-8 (SEC File No. 333-04197), dated May
21, 1995.
<F3> To the extent that the interests in the Plan constitute
securities, pursuant to Rule 416(c), this Registration
Statement shall be deemed to register an indeterminate
amount of interests in the Plan.
<F4> Pursuant to Rule 457(h)(2), no registration fee is required
with respect to the interests in the Plan.
</FN>
</TABLE>
<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration
of Additional Securities"), the Registrant hereby makes the
following statement:
On May 21, 1995, the Registrant filed with the
Securities and Exchange Commission a Registration
Statement on Form S-8 (SEC File No. 333-04197) (the
"Prior Registration Statement") relating to shares of
the Registrant's common stock to be issued pursuant to
the DST Systems, Inc. 1995 Stock Option and Performance
Award Plan (the "Option Plan"), and the Prior
Registration Statement is currently effective. This
Registration Statement relates to securities (a) of the
same class as those to which the Prior Registration
Statement relates and (b) to be issued pursuant to the
Option Plan. The contents of the Prior Registration
Statement are incorporated herein by reference.
(Remainder of page intentionally left blank.)
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Kansas City, State of
Missouri, on December 21, 1998.
DST SYSTEMS, INC.
By: /s/ Thomas A. McDonnell
President and Chief Executive
Officer
Each person whose signature appears below hereby constitutes
and appoints each of the Company's Chief Executive Officer,
General Counsel, and Chief Financial Officer (currently Thomas A.
McDonnell, Robert C. Canfield, and Kenneth V. Hager respectively)
as such person's true and lawful attorney-in-fact and agent, each
acting alone, with full power of substitution and resubstitution,
for and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
and any exchange on which the Registrant's stock registered
hereunder is listed for trading, granting unto such attorneys-in-
fact and agents, each acting alone, full power and authority to
do and perform each and every act and thing required and
necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact
and agents, each acting alone, or such person's substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/Thomas A. McDonnell President, Chief December 21, 1998
----------------------- Executive Officer
(Principal Executive
Officer), and Director
/s/Kenneth V. Hager Vice President, Chief December 21, 1998
----------------------- Financial Officer, and
Treasurer (Principal
Financial Officer
/s/John J. Faucett Controller (Principal December 21, 1998
----------------------- Accounting Officer
/s/A. Edward Allinson Director December 10, 1998
-----------------------
/s/Michael G. Fitt* Director December 21, 1998
-----------------------
/s/Thomas A. McCullough Director December 21, 1998
-----------------------
/s/William C. Nelson* Director December 21, 1998
-----------------------
/s/M. Jeannine Director December 21, 1998
Strandjord*
------------------------
Director
------------------------
James C. Castle
Director
------------------------
George L. Argyros, Sr.
*Member of the Committee appointed to administer the Plan,
which committee has, pursuant to the instructions regarding
signatures on Form S-8, duly caused this Registration Statement
to be signed on behalf of the Plan.
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
--------- ----------------------
4.1.1 DST Systems, Inc. 1995 Stock Option and Performance
Award Plan (the "Plan") and First Amendment to the
Plan, which are attached as Exhibit A to the Company's
Proxy Statement dated March 31, 1997 (SEC File No. 001-
14036), are hereby incorporated by reference.
4.1.2 Second Amendment to the Plan effective December 21,
1998 is attached hereto as Exhibit 4.1.2.
4.2 DST's Delaware Certificate of Incorporation, as
restated, which is attached as Exhibit 3.1 to DST's
Registration Statement on Form S-1 dated September 1,
1995 (SEC File No. 33-96526) (the "IPO Registration
Statement"), is hereby incorporated by reference as
Exhibit 4.2.
4.3 Amended and Restated By-Laws of DST Systems, Inc.,
which are attached as Exhibit 3.2 to DST's IPO
Registration Statement, are hereby incorporated by
reference as Exhibit 4.3.
4.4.1 The Certificate of Designations dated October 16, 1995,
establishing the Series A Preferred Stock of the
Company, which is attached as Exhibit 4.3 to the
Company's IPO Registration Statement, is hereby
incorporated by reference as Exhibit 4.4.1.
4.4.2 The Summary of the Preferred Stock Purchase Rights set
forth in Form 8-A dated November 15, 1995 (SEC File No.
1-14036) (the "The Rights 8-A") is hereby incorporated
by reference as Exhibit 4.4.2.
4.4.3 The first amendment dated July 30, 1998 (the "July 8-A
Amendment") to The Rights 8-A is hereby incorporated by
reference as Exhibit 4.4.3.
4.4.4 The Rights Agreement dated as of October 6, 1995 (the
"Rights Agreement"), between the Company and State
Street Bank and Trust Company, as rights agent, which
is attached as Exhibit 4.4 to the Company's IPO
Registration Statement, is hereby incorporated by
reference as Exhibit 4.4.4.
4.4.5 The first amendment dated as of July 9, 1998 to Rights
Agreement, which is attached as Exhibit 99 to the July
8-A Amendment, is hereby incorporated by reference as
Exhibit 4.4.5.
4.5 The description of the Company's Common Stock, set
forth under the headings "Description of Capital Stock"
and "Dividend Policy" in the IPO Registration
Statement, is hereby incorporated by reference as
Exhibit 4.5.
5.1 Opinion of Sonnenschein Nath & Rosenthal, counsel to
DST, regarding legality (including consent).
23.1 Consent of Sonnenschein Nath & Rosenthal (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24 Power of Attorney (included on signature page).
SECOND AMENDMENT TO
1995 STOCK OPTION AND PERFORMANCE AWARD PLAN
The first sentence of Section 4(a) is amended to read as follows:
Subject to adjustment as provided in Section 4(c), a total
of Nine Million (9,000,000) Shares shall be available for
the grant of Awards under the Plan.
Exhibit 5.1
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
December 21, 1998
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
Re: Registration Statement on Form S-8 of 3,000,000
additional shares of Common Stock of the Company under
the Company's 1995 Stock Option and Performance Award
Plan (the "Plan").
Ladies and Gentlemen:
In connection with the preparation of the above-referenced
Registration Statement (the "Registration Statement"), which is
being filed on or about the date of this letter, on behalf of DST
Systems, Inc., a Delaware corporation (the "Corporation"), you
have asked us to provide you this opinion letter in accordance
with subsection (b)(5) of Item 601 of Regulation S-K promulgated
by the United States Securities and Exchange Commission. The
Registration Statement relates to the offer and sale pursuant to
the Plan of up to 3,000,000 additional shares (the "Shares") of
the Company's Common Stock, par value $0.01 per share (the
"Common Stock").
Based upon and subject to our examination described herein
and the assumptions, exceptions, qualifications, and limitations
set forth herein, we are of the opinion that the issuance of the
Shares that will be originally issued under the Plan has been
duly authorized, and the Shares will, when issued pursuant to and
in accordance with the terms of the Plan and the applicable award
agreements, be validly issued, fully paid, and non-assessable.
In connection with this opinion, we have examined and relied
upon, without further investigation, the following in connection
with rendering the opinions expressed herein: (a) the Plan and
the form of the agreements; (b) the Corporation's Certificate of
Incorporation, as restated, certified by the Secretary of State
of Delaware on December 16, 1998 and the Corporation's Bylaws;
(c) the Registration Statement, and (d) such other documents,
certificates, records, and oral statements of public officials
and the officers of the Corporation as we deemed necessary for
the purpose of rendering the opinions expressed herein.
In our examinations, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed, or photostatic copies or by facsimile or
electronic mail, and the authenticity of the originals from which
such copies, facsimiles, or electronic transmissions were made.
We have assumed that option agreements entered into under the
Plan will conform to the form of such agreements that we have
reviewed.
This opinion letter is limited to the specific legal issues
that it expressly addresses, and accordingly, we express no
opinion as to the law of any other jurisdiction other than the
General Corporation Law of the State of Delaware, as amended. We
are not admitted to the Delaware Bar. In expressing our opinions
set forth herein, we have reviewed and relied upon, without
further investigation, such laws as published in generally
available sources.
We consent to the filing of this opinion letter, or a
reproduction thereof, as an exhibit to the Registration
Statement. In giving such consent, however, we are not admitting
that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations promulgated by the
Securities and Exchange Commission thereunder.
This opinion letter is as of the date set forth above, and
we have no continuing obligation hereunder to inform you of
changes in the applicable law or the facts after such date or
facts of which we have become aware after the date hereof, even
though such changes could affect our opinions expressed herein.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ John F. Marvin
Exhibit 23.2
Consent of Independent Auditors
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
26, 1998, which appears in DST System, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997.
/s/ PriceWaterhouseCoopers LLP
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Kansas City, Missouri
December 21, 1998
