As filed with the Securities and Exchange Commission on November 26, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CONSOLIDATED FREIGHTWAYS CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 77-0425334
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
175 LINFIELD DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of Principal Executive Offices) (Zip Code)
---------------
CONSOLIDATED FREIGHTWAYS CORPORATION STOCK AND SAVINGS PLAN
(Full title of plan)
---------------
STEPHEN D. RICHARDS
CONSOLIDATED FREIGHTWAYS CORPORATION
175 LINFIELD AVENUE
MENLO PARK, CALIFORNIA 94025
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 326-1700
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share (1) Price (1) Fee (2)
- ----------------- ---------- --------- ----------- -------
Common Stock 2,500,000 Shares $7.5375 $18,843,750 $5,710.23
(par value $.01
per share)
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933.
The calculation of the registration fee for the shares is based on
$7.5375, which was the average of the high and low sale prices for
when issued trading of the Common Stock of Consolidated Freightways
Corporation on November 25, 1996, as reported in The Wall Street
Journal for Nasdaq National Market issues.
(2) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act as follows: one-thirty-third (1/33) of one percent
of the Proposed Maximum Aggregate Offering Price of the shares
registered.
</FN>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Consolidated Freightways
Corporation, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission are incorporated herein by reference:
(a) The Company's registration statement on Form 10, as declared
effective on November 7, 1996 and filed pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended (File No. 1-12149),
including any amendment or report filed for the purpose of updating
such information (the "Registration Statement");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the most recent
fiscal year; and
(c) The description of the Company's Common Stock contained in
the Registration Statement.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Limitation of Liability
- -----------------------
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation's certificate of incorporation to include a provision
eliminating or limiting the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to unlawful payment of dividends and unlawful stock purchase and
redemption) or (iv) for any transaction from which the director derived an
improper personal benefit. As permitted by Section 102(b)(7) of the DGCL,
the Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent that exculpation from liabilities is not permitted under the DGCL as
in effect at the time such liability is determined.
Indemnification and Insurance
- -----------------------------
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify its directors and officers to the full extent
permitted by the law of the State of Delaware. Section 145 of the DGCL
provides that a corporation may 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 or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he or she 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, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such action, suit
or proceeding if he or she acted in good faith and in a manner he or she
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 his or her conduct was unlawful. Section 145
further provides that a corporation similarly may indemnify any such person
serving in any such capacity who was or is a party or is threatened to be
made by a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor,
against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or
suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation
and except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware
Court of Chancery or such other court in which such action
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or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
The Company has obtained an insurance policy that insures its
directors and officers against certain liabilities.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4.1 Amended and Restated Certificate of Incorporation of the
Company.
4.2 Amended and Restated Bylaws of the Company.
5.1 Opinion of Counsel for Consolidated Freightways Corporation.
23.1 Consent of Arthur Andersen LLP, independent public
accountants.
23.2 Consent of Counsel for Consolidated Freightways Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
Item 9. Undertakings.
------------
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) 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;
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(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Sec tion 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Menlo Park, State of California
on November 26, 1996.
CONSOLIDATED FREIGHTWAYS CORPORATION
By DAVID F. MORRISON
------------------------------------
David F. Morrison
Executive Vice President,
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 26, 1996. Each person whose signature
appears below constitutes and appoints Stephen D. Richards his or her true
and lawful attorney-in-fact and agent, acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and 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, granting
unto said attorney-in-fact and agent, acting alone, full power and
authority to do and perform each and every act and thing requisite and
necessary 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, acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title
--------- -----
W. ROGER CURRY President, Chief Executive Officer
- -------------------------------- (Principal Executive Officer)
W. Roger Curry
DAVID F. MORRISON Executive Vice President, Chief
- -------------------------------- Financial Officer
David F. Morrison (Principal Financial and Accounting Officer)
EBERHARD G.H. SCHMOLLER Director
- --------------------------------
Eberhard G.H. Schmoller
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the members of the Administrative Committee of the Plan have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Menlo Park, State of California
on November 26, 1996.
CONSOLIDATED FREIGHTWAYS CORPORATION
STOCK AND SAVINGS PLAN
ADMINISTRATIVE COMMITTEE
STEPHEN D. RICHARDS
----------------------------------------
Stephen D. Richards, Member
DAVID F. MORRISON
----------------------------------------
David F. Morrison, Member
SUNIL BHARDWAJ
----------------------------------------
Sunil Bhardwaj, Member
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EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
4.1 Amended and Restated Certificate of Incorporation of the
Company.
4.2 Amended and Restated Bylaws of the Company.
5.1 Opinion of Counsel for Consolidated Freightways Corporation.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of Counsel for Consolidated Freightways Corporation
(included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this
Registration State ment).
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