As filed with the Securities and Exchange Commission on December 22, 2005
Registration No. 333-109896
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 12
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
YELLOW ROADWAY CORPORATION
and Other Registrants
(See Table of Additional Registrants Below)
(Exact name of registrant as specified in its charter)
Delaware | 48-0948788 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
10990 Roe Avenue
Overland Park, Kansas 66211
(913) 696-6100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Daniel J. Churay
Yellow Roadway Corporation
Senior Vice President, General Counsel and Secretary
10990 Roe Avenue
Overland Park, Kansas 66211
(913) 696-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Charles L. Strauss
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, TX 77010
(713) 651-5151
Approximate Date of Commencement of Proposed Sale to the Public: Not applicable. Termination of registration statement and deregistration of related securities that were not resold pursuant to the registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||
Yellow Transportation, Inc. | Indiana | 44-0594706 | ||
YRC Technologies, Inc. (formerly Yellow Roadway Technologies, Inc.) | Delaware | 48-1115792 | ||
Mission Supply Company | Kansas | 48-0911571 | ||
Yellow Relocation Services, Inc. | Kansas | 48-1067939 | ||
Meridian IQ, Inc. (formerly Yellow Dot Com Subsidiary, Inc.) | Delaware | 48-1233134 | ||
MIQ LLC (formerly Yellow GPS, LLC) | Delaware | 48-1119865 | ||
Globe.com Lines, Inc. | Delaware | 52-2068065 | ||
Roadway LLC | Delaware | 34-1956254 | ||
Roadway Express, Inc. | Delaware | 34-0492670 | ||
Roadway Next Day Corporation | Pennsylvania | 23-2255947 |
Termination of Registration Statement and Deregistration of Remaining Securities
On October 22, 2003, Yellow Corporation, a Delaware corporation now known as Yellow Roadway Corporation (the “Company”), and certain of the guarantors subsidiaries listed in the Table of Additional Registrants (the “Guarantor Subsidiaries” and, together with the Company, the “Registrants”) filed a registration statement on Form S-3, Reg. No. 333-109896 (as amended, the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”), which was subsequently declared effective. The Registration Statement registered the resale by the selling security holders named therein of a total of $250,000,000 of the Company’s 5.0% Contingent Convertible Senior Notes due 2023(the “Notes”), the common stock issuable upon conversion of the Notes (the “Conversion Shares”) and the related subsidiary guarantees of the Notes by the Guarantor Subsidiaries (the “Guarantees” and, together with the Notes and the Conversion Shares, the “Registered Securities”).
The Registration Statement was filed pursuant to a Registration Rights Agreement dated August 3, 2003, by and among the Registrants and Deutsche Bank Securities Inc., as representative of the initial purchasers (the “Registration Rights Agreement”), so that the selling security holders named in the Registration Statement could sell the Registered Securities pursuant to the prospectus contained therein from time to time on terms to be negotiated with buyers. None of the Registrants received any of the proceeds from the sale by any of the selling security holders of the Registered Securities.
The Registrants’ obligations pursuant to the Registration Rights Agreement to keep the Registration Statement effective have ceased and the Company has determined that any remaining excess amount of Registered Securities that were registered under the Registration Statement can be removed from registration. Pursuant to the undertaking contained in the Registration Statement, the Registrants file this post-effective amendment to the Registration Statement to remove from registration any remaining unsold amounts of Registered Securities.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16.Exhibits
| Exhibit No. | Description | |
| 24.1 | Powers of Attorney (included on the signature pages of the initial filing of this Registration Statement, Reg. No. 333-109896, and various amendments thereto and incorporated herein by reference). | |
| 24.2 | Certified Resolutions regarding Powers of Attorney (incorporated herein by reference to Exhibit 24.2 to Post-Effective Amendment No. 1 to this Registration Statement on Form S-3, filed March 30, 2004, Reg. No. 333-109896). | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| YELLOW ROADWAY CORPORATION | ||
By: | /S/ DONALD G. BARGER, JR. | |
Donald G. Barger, Jr. Senior Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
* William D. Zollars | Chairman of the Board of Directors, President and Chief Executive Officer (principal executive officer) | |
/S/ DONALD G. BARGER, JR. Donald G. Barger, Jr. | Senior Vice President and Chief Financial Officer (principal financial officer) | |
/S/ PAUL F. LILJEGREN Paul F. Liljegren | Vice President, Controller and Chief Accounting Officer (principal accounting officer) | |
* Cassandra C. Carr | Director | |
* Howard M. Dean | Director | |
* Frank P. Doyle | Director | |
* John F. Fiedler | Director | |
* Dennis E. Foster | Director | |
Paul J. Liska | Director | |
* John C. McKelvey | Director | |
* Phillip J. Meek | Director | |
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* William T. Trubeck | Director | |
* Carl W. Vogt | Director | |
| By: | /S/ DONALD G. BARGER, JR. | |
Donald G. Barger, Jr. Attorney-in-Fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| YELLOW TRANSPORTATION, INC. | ||
By: | /s/ JAMES L. WELCH | |
James L. Welch President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ JAMES L. WELCH JAMES L. WELCH | President, Chief Executive Officer and Director (principal executive officer) | |
/S/ TODD M. HACKER TODD M. HACKER | Senior Vice President – Finance and Administration and Director (principal financial officer and principal accounting officer) | |
/S/ MICHELLE A. RUSSELL MICHELLE A. RUSSELL | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
YRC TECHNOLOGIES, INC. (Formerly Yellow Roadway Technologies, Inc.) | ||
By: | /S/ MICHAEL RAPKEN | |
Michael Rapken President | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ MICHAEL RAPKEN Michael Rapken | President and Director (principal executive officer) | |
/S/ MARTIN KRAUS Martin Kraus | Vice President – Finance (principal financial officer and principal accounting officer) | |
/S/ DAVID M. COOPER David M. Cooper | Director | |
/S/ DAVID S. CORWIN David S. Corwin | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| MISSION SUPPLY COMPANY | ||
By: | /S/ JAMES L. WELCH | |
James L. Welch President | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ JAMES L. WELCH James L. Welch | President and Director (principal executive officer) | |
/S/ TODD M. HACKER Todd M. Hacker | Senior Vice President – Finance and Administration and | |
/S/ MICHELLE A. RUSSELL Michelle A. Russell | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| YELLOW RELOCATION SERVICES, INC. | ||
By: | /S/ DONALD E. EMERY | |
Donald E. Emery President | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ DONALD E. EMERY Donald E. Emery | President (principal executive officer) | |
/S/ TODD M. HACKER Todd M. Hacker | Senior Vice President – Finance and Administration principal accounting officer) | |
/S/ JAMES L. WELCH James L. Welch | Director | |
/S/ MICHELLE A. RUSSELL Michelle A. Russell | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
MERIDIAN IQ, INC. (Formerly Yellow Dot Com Subsidiary, Inc.) | ||
By: | /S/ JAMES RITCHIE | |
James Ritchie President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ JAMES RITCHIE James Ritchie | President, Chief Executive Officer and Director (principal executive officer) | |
/S/ ERIC FRIEDLANDER Eric Friedlander | Senior Vice President – Finance and Administration, Chief Financial Officer and Director (principal financial officer and principal accounting officer) | |
/S/ JAMES MCMULLEN James McMullen | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| MIQ LLC (formerly Yellow GPS, LLC) | ||
By: | /S/ BRENDA LANDRY | |
Brenda Landry Vice President and Assistant Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ JAMES RITCHIE James Ritchie | President, Chief Executive Officer and Manager (principal executive officer) | |
/S/ ERIC FRIEDLANDER Eric Friedlander | Senior Vice President – Finance and Administration, Chief Financial Officer and Manager (principal financial officer and principal accounting officer) | |
/S/ JAMES MCMULLEN James McMullen | Manager | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| GLOBE.COM LINES, INC. | ||
By: | /S/ JAMES RITCHIE | |
James Ritchie President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ JAMES RITCHIE James Ritchie | President, Chief Executive Officer and Director (principal executive officer) | |
/S/ ERIC FRIEDLANDER Eric Friedlander | Senior Vice President – Finance and Administration, Chief Financial Officer and Director (principal financial officer and principal accounting officer) | |
/S/ JAMES MCMULLEN James McMullen | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| ROADWAY LLC | ||
By: | /S/ MICHAEL J. SMID | |
Michael J. Smid President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ MICHAEL J. SMID Michael J. Smid | President, Chief Executive Officer and Manager (principal executive officer) | |
/S/ BHADRESH A. SUTARIA Bhadresh A. Sutaria | Vice President – Finance and Administration and Manager | |
/S/ ANDREAN HORTON Andrean Horton | Manager | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| ROADWAY EXPRESS, INC. | ||
By: | /S/ MICHAEL J. SMID | |
Michael J. Smid President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ MICHAEL J. SMID Michael J. Smid | President, Chief Executive Officer and Director | |
/S/ BHADRESH A. SUTARIA Bhadresh A. Sutaria | Vice President – Finance and Administration and Director | |
/S/ ANDREAN HORTON Andrean Horton | Director | |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 12 to the 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 22nd day of December, 2005.
| ROADWAY NEXT DAY CORPORATION | ||
By: | /S/ JAMES D. STALEY | |
James D. Staley President | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 12 to the Registration Statement has been signed by the following persons in the capacities indicated on the 22nd day of December, 2005.
Signature | Title | |
/S/ JAMES D. STALEY James D. Staley | President and Director (principal executive officer) | |
/S/ JOHN O’SULLIVAN John O’Sullivan | Vice President – Finance and Director | |
/S/ GENEVIEVE A. SILVEROLI Genevieve A. Silveroli | Director | |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 24.1 | Powers of Attorney (included on the signature pages of the initial filing of this Registration Statement, Reg. No. 333-109896, and various amendments thereto and incorporated herein by reference). | |
| 24.2 | Certified Resolutions regarding Powers of Attorney (incorporated herein by reference to Exhibit 24.2 to Post-Effective Amendment No. 1 to this Registration Statement on Form S-3, filed March 30, 2004, Reg. No. 333-109896). | |
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