As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333 -___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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YELLOW CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 48-0948788
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10990 Roe Avenue
Overland Park, Kansas 66207
(913) 696-6106
(Address of Principal Executive Offices)
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Yellow Corporation
1999 Stock Option Plan
(Full title of the plan)
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William F. Martin, Jr., Esq.
Senior Vice President/Secretary
Yellow Corporation
10990 Roe Avenue
Overland Park, Kansas 66207
(913) 696-6106
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities to Proposed Maximum Proposed Maximum Amount of
be Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share 1,000,000 $ 17.9375 (1) $ 17,937,500 (1) $4735.50
===============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices
of a share of the registrant's Common Stock as reported on The NASDAQ
Stock Market on November 8, 2000.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement
in accordance with Rule 428 under the Securities Act of 1933,
as amended (the "Securities Act") and the Note to Part I of
Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Yellow Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1999, as filed with the Securities and Exchange Commission (the
"Commission") on March 24, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, as filed with the Commission on May 12, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2000, as filed with the Commission on August 14, 2000;
(d) The Company's Current Report on Form 8-K, filed with the Commission on
July 18, 2000;
(e) The Company's Current Report on Form 8-K, filed with the Commission on
June 23, 2000;
(f) The Company's Current Report on Form 8-K, filed with the Commission on
May 2, 2000;
(g) The Company's Current Report on Form 8-K, filed with the Commission on
October 10, 2000; and
(h) The description of the Company's common stock, $1.00 par value per
share, contained in the Company's Registration Statement on Form 10
filed pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and any amendments thereto.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of 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
Registration Statement to the
<PAGE>
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered hereby is 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 145 ("Section 145") of the General Corporation Law of the State of
Delaware empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and/or amounts
paid in settlement actually and reasonably incurred in connection with such
action, suit or proceeding if the person indemnified acted in good faith and in
a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful. In the case of an action by or in the right of the corporation, no
indemnification may be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. Section 145 further provides that to
the extent a present or former director or officer of a corporation has been
successful in the defense of any action, or any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith. Section
145 also states that the indemnification provided for in such Section shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled and empowers the corporation to purchase and maintain insurance on
behalf of directors, officers, employees and agents of the corporation against
any liability asserted against such person or incurred by such person in any
such capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145.
In addition, directors and officers of the Company are entitled to
indemnification as provided in Article V of the Company's Bylaws (the "Bylaws").
Such Article V provides as follows:
Section 1. Right to Indemnification
a. Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she or a person for whom he or she is the legal representative is or
was a director, officer or employee of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action
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<PAGE>
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
such amendment permits the corporation to provide broader indemnification rights
than said law permitted the corporation to provide prior to such amendment)
against all expenses, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith; provided, however, that with respect to any agent or employee, to the
extent any such expenses, liabilities or losses are covered by insurance, other
than insurance maintained by the corporation, the corporation shall be required
to indemnify and hold harmless such agent or employee only to the extent that
such expenses, liabilities or losses are not covered by such insurance. Such
right shall be a contract right and shall include the right to be paid by the
corporation expenses incurred in defending any such proceedings in advance of
its final disposition; provided, however, that the payment of such expenses
incurred by a director or officer of the corporation in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of such proceeding, shall be made upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it should be determined ultimately that such director or
officer is not entitled to be indemnified under this section or otherwise.
b. Any person who is or was an agent of the corporation, and who would be
entitled to be indemnified by the corporation under the circumstances set forth
in Section 1(a) but for the fact that such person is not or was not a director,
officer or employee of the corporation, may be indemnified by the corporation
(but shall not be entitled to be indemnified by the corporation) in a specific
case to all or part of the extent set forth in Section 1(a), if the Board of
Directors determines that it is in the best interests of the corporation to
grant such indemnity. Authorization for such indemnity and the extent thereof
shall be determined by majority vote of a quorum of the Board of Directors.
Section 2. Right of Claimant to Bring Suit
If a claim under Section 1 is not paid in full by the corporation within 90
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, and if successful in whole or in part, the claimant
shall be entitled to be paid also the expenses of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant had not met the applicable standard of
conduct.
Section 3. Non-Exclusivity of Rights
The rights conferred by Sections 1 and 2 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
-3-
<PAGE>
Section 4. Insurance
The corporation may maintain insurance, at its expense, to protect itself
and any such director, employee or agent of the corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
Section 5.
For purposes of this Article, reference to "other enterprise" shall include
entities of any kind, including associations, rate bureaus and conferences.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
4 1999 Stock Option Plan
5 Opinion of Cahill Gordon & Reindel as to the legality of the
Common Stock being registered
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (set forth on the signature page of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers of sales are being made, if
applicable, a post-effective amendment to this Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the Registration Statement; and
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
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<PAGE>
provided, however, that clauses (1)(a) and 1(b) shall not apply
if the information required to be included therein is contained
in periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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;
(4) that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference
in the 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 the initial bona
fide offering thereof; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company 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
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Overland Park, State of Kansas on the 26th day of
October, 2000.
YELLOW CORPORATION
By: /s/ William F. Martin, Jr.
William F. Martin, Jr.
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Senior Vice President and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William
F. Martin, Jr. such person's true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and her and in his or her
name, place and stead, in any and all capacities, to sign this Registration
Statement, and any and all amendments thereto (including pre- and post-effective
amendments), and to file the same, with exhibits and schedules thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.
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 Capacity in Which Signed Date
--------- ------------------------ ----
<S> <C> <C>
/s/ William D. Zollars President, Chief Executive Officer October 26, 2000
--------------------------- and Chairman of the Board
William D. Zollars
/s/ H. A. Trucksess, III Senior Vice President, Finance, October 26, 2000
--------------------------- Chief Financial Officer and Treasurer
H. A. Trucksess, III
/s/ Klaus E. Agthe Director October 26, 2000
---------------------------
Klaus E. Agthe
/s/ Cassandra C. Carr Director October 26 , 2000
---------------------------
Cassandra C. Carr
/s/ Howard M. Dean Director October 26, 2000
---------------------------
Howard M. Dean
/s/ Dennis Foster Director October 26, 2000
---------------------------
Dennis Foster
<PAGE>
/s/ John C. McKelvey Director October 26, 2000
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John C. McKelvey
/s/ William L. Trubeck Director October 26, 2000
---------------------------
William L. Trubeck
/s/ Carl W. Vogt Director October 26, 2000
---------------------------
Carl W. Vogt
</TABLE>
<PAGE>
Exhibit Index
Exhibit No. Description
4 1999 Stock Option Plan
5 Opinion of Cahill Gordon & Reindel as to the legality of the
Common Stock being registered
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (set forth on the signature page of this
Registration Statement)
