<PAGE>
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 Registration
to be to be offering price aggregate fee
registered registered per share offering price <FN1><FN4>
- ------------ ---------- -------------- -------------- -----------
<S> <C> <C> <C> <C>
Common Stock,
par value
$0.01 per 3,000,000 72.25 216,750,000 60,257
Shares <F2>
Interests
in the Plan <F3>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of the high and low prices of a share of Common Stock of DST
Systems, Inc. reported for trading on the New York Stock Exchange on
May 3, 2000.
<F2> This Registration Statement registers an additional 3,000,000 shares
under the 1995 Stock Option and Performance Award Plan, under which
9,000,000 shares have previously been registered (SEC File Nos. 333-
04197 and 333-69377).
<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, 1996, the Registrant filed with the Securities and
Exchange Commission (the "Commission") a Registration Statement
on Form S-8 (SEC File No. 333-04197) (the "First Registration
Statement") relating to 6,000,000 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"). On
December 21, 1998, the Registrant filed with the Commission a
Registration Statement on Form S-8 (SEC File No. 333-69377) (the
"Second Registration Statement") relating to 3,000,000
additional shares of the Registrant's common stock to be issued
pursuant to the Option Plan. Each of the First and Second
Registration Statements is currently effective. This
Registration Statement relates to securities (a) of the same
class as those to which the First Registration Statement and
Second Registration Statement relate and (b) to be issued
pursuant to the Option Plan. The contents of the First
Registration Statement and Second 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 May
9, 2000.
DST SYSTEMS, INC.
By: /s/ Thomas A. McDonnell
------------------------------------
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 traded, 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'' 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 May 9, 2000
- ----------------------- Executive Officer
Thomas A. McDonnell (Principal Executive
Officer), and Director
/s/ Kenneth V. Hager Vice President May 9, 2000
- ----------------------- Chief Financial
Kenneth V. Hager Officer, and Treasurer
(Principal Financial
Officer)
/s/ Gregg W. Givens Vice President and May 9, 2000
- ----------------------- Chief Accounting Officer
Gregg W. Givens
/s/ A. Edward Allinson Director May 9, 2000
- -----------------------
A. Edward Allinson
/s/ Michael G. Fitt* Director May 9, 2000
- -----------------------
Michael G. Fitt
/s/ Thomas A. McCullough Director May 9, 2000
- -----------------------
Thomas A. McCullough
/s/ William C. Nelson* Director May 9, 2000
- -----------------------
William C. Nelson
/s/ M. Jeannine Director May 9, 2000
Strandjord*
- ------------------------
M. Jeannine Strandjord
/s/ James C. Castle Director May 9, 2000
- ------------------------
James C. Castle
/s/ George L. Argyros Director May 9, 2000
- ------------------------
George L. Argyros
*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 DST Systems, Inc. 1995 Stock Option and Performance
Award Plan, amended and restated as of February 29, 2000, which
is attached as Exhibit 10.30 to the Company's 10-K dated March
15, 2000 (SEC File No. 001-14036), is hereby incorporated by
reference as Exhibit 4.1.
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
4.4.3 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 second amendment dated September 27, 1999 (the "September 8-
A Amendment") to The Rights 8-A is hereby incorporated by
reference as Exhibit 4.4.4.
4.4.5 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 4.4.5.
4.4.6 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 4.4.6.
4.4.7 The second amendment dated as of September 10, 1999 to the Rights
Agreement, which is attached as Exhibit 99 to the September 8-A
Amendment, is hereby incorporated by reference as Exhibit 4.4.7.
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).
Exhibit 5.1
Sonnenschein Nath & Rosenthal
4520 Main Street
Kansas City, Missouri 64111
May 10, 2000
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, amended and restated as of
February 29, 2000 (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 to be
entered into pursuant to the plan; (b) the Corporation's Certificate of
Incorporation, as restated, 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/ Diane M. Bono
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Diane M. Bono
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 29, 2000
relating to the financial statements of DST Systems, Inc., which appears in
DST Systems, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1999.
/s/ PriceWaterhouseCoopers LLP
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PriceWaterhouseCoopers LLP
Kansas City, Missouri
May 10, 2000
