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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Landstar System, Inc.
(Exact name of registrant as specified in its charter)
Delaware 06-1313069
(State of incorporation or organization) (IRS Employer
Identification No.)
13410 Sutton Park Drive South
Jacksonville, Florida 32224
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
NONE
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class to Name of each exchange on which each
be so registered class is to be registered
Common Stock, par value $0.01 per share NASDAQ National Market System
Common Stock Rights NASDAQ National Market System
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The undersigned registrant, Landstar System, Inc. (the "Company"),
hereby amends and supplements, as set forth below, Items 1 and 2 of the
Company's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission (the "Commission") on February 11, 1993 and amended on March
2, 1993 (as amended and including the exhibits thereto, the "Form 8-A").
Capitalized terms used herein and not otherwise defined have the meanings given
to them in the Form 8-A.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The response to Item 1 in the Form 8-A is hereby amended by the
addition of the following paragraph after the last paragraph thereof:
Effective as of December 22, 2000, the Rights Agreement, dated as of
February 10, 1993 (the "Rights Agreement"), between the Company and Mellon
Investor Services LLC, as successor by merger to Chemical Bank, as Rights Agent
(the "Rights Agent"), was amended (the "Amendment"). The Amendment is intended
to reduce the risk that an investor inadvertently would become an Acquiring
Person (as defined in the Rights Agreement) while the Company is engaged in a
stock repurchase program. The Amendment changes the definition of "Acquiring
Person" under the Rights Agreement, enabling investors under certain
circumstances to rely on information in press releases or filings with the
Commission in determining their percentage ownership of the Company's
outstanding shares of common stock. A copy of the Amendment is attached hereto
as Exhibit 2 and is incorporated herein by reference. The foregoing description
does not purport to be complete and is qualified in its entirety by reference to
the Amendment.
ITEM 2. EXHIBITS
EXHIBIT 1. Rights Agreement, dated as of February
10, 1993, between the Registrant and
Chemical Bank, as Rights Agent (incorporated
herein by reference to the Registration
Statement on Form S-1, Commission File
Number 33-57174, Exhibit 4.14).
EXHIBIT 2. Amendment No. 1 to Rights Agreement between
the Registrant and Mellon Investor Services
LLC, as successor by merger to Chemical
Bank, as Rights Agent, dated as of December
22, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
LANDSTAR SYSTEM, INC
(Registrant)
By: /s/ Michael L. Harvey
Name: Michael L. Harvey, Esq.
Title: Vice President & General Counsel
DATE: December 22, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1. Rights Agreement, dated as of February 10, 1993,
between the Registrant and Chemical Bank, as
Rights Agent (incorporated herein by reference
to the Registration Statement on Form S-1,
Commission File Number 33-57174, Exhibit 4.14).
2. Amendment No. 1 to Rights Agreement between the
Registrant and Mellon Investor Services LLC, as
successor by merger to Chemical Bank, as Rights
Agent, dated as of December 22, 2000.
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