As filed with the Securities and Exchange Commission on April 17, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDEX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 62-1721435
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
942 SOUTH SHADY GROVE ROAD, MEMPHIS, TENNESSEE 38120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
FEDEX CORPORATION 1999 STOCK INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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KENNETH R. MASTERSON
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
FEDEX CORPORATION
942 SOUTH SHADY GROVE ROAD
MEMPHIS, TENNESSEE 38120
(901) 818-7200
(NAME, ADDRESS, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount of
Title Of Securities Amount To Be Maximum Offering Maximum Aggregate Registration
To Be Registered Registered Price Per Share (1) Offering Price (1) Fee
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Common Stock,
par value $0.10 per share 10,000,000 shares $38.1875 $381,875,000 $100,815
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(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) based upon the average ($38.1875)
of the high ($39.3125) and low ($37.0625) sales prices for the
Registrant's Common Stock as reported on the New York Stock Exchange on
April 14, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in "Item 1.
Plan Information" and "Item 2. Registrant Information and Employee Plan
Annual Information" of Form S-8 will be sent or given to participants of
the FedEx Corporation 1999 Stock Incentive Plan, as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424
under the Securities Act and the Note to Part I of Form S-8. These documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of FedEx Corporation (the "Company")
previously filed with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended August 31, 1999;
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended November 30, 1999;
(d) The Company's Quarterly Report on Form 10-Q for the quarter
ended February 29, 2000;
(e) The Company's Current Report on Form 8-K filed September 27,
1999;
(f) The Company's Current Report on Form 8-K filed January 19, 2000;
and
(g) The description of the Company's common stock, par value $0.10
per share, contained in the Company's Registration Statement on Form 8-A
dated April 14, 2000, including any amendment or report filed for the purpose
of updating such description.
All 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
(the "Exchange Act"), prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered
hereby 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 herein or 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 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 earlier 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of common stock registered hereunder has
been passed upon by George W. Hearn, the Company's Corporate Vice President
and Corporate Counsel. As of April 13, 2000, Mr. Hearn owned 27,964 shares of
the Company's common stock and held options to purchase 75,536 shares of such
common stock. Of the options granted, 21,536 were vested at such date.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL") permits a corporation to include in its certificate of incorporation
a provision eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision may not eliminate
or limit the liability of a director for any breach of the director's duty of
loyalty to the corporation or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, for the unlawful payment of dividends, or for any transaction from which
the director derived an improper personal benefit.
ARTICLE THIRTEENTH of the Company's Amended and Restated Certificate
of Incorporation, as amended (the "Charter"), provides that no director shall
be personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that ARTICLE THIRTEENTH
does not eliminate or limit the liability of a director of the Company (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (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 the unlawful payment of dividends) or any amendment
or successor provision thereto, or (iv) for any transaction from which the
director derived an improper personal benefit. ARTICLE THIRTEENTH of the
Company's Charter does not eliminate or limit the liability of a director for
any act or omission occurring prior to the date when ARTICLE THIRTEENTH
became effective (December 3, 1997). Neither the amendment nor repeal of
ARTICLE THIRTEENTH of the Company's Charter, nor the adoption of any
provision of the Charter inconsistent with ARTICLE THIRTEENTH, will eliminate
or reduce the effect of ARTICLE THIRTEENTH with respect to any matter
occurring, or any cause of action, suit or claim that, but for ARTICLE
THIRTEENTH, would accrue or arise prior to such amendment, repeal or adoption
of an inconsistent provision.
Section 145 of the DGCL permits a corporation to indemnify any of
its directors, officers, employees or agents 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 another enterprise if serving at the
request of the corporation), against expenses (including attorneys' fees),
judgments,
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fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person
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 reason to believe that his or her
conduct was unlawful. In any threatened, pending or completed action or suit
by or in the right of the corporation, a corporation is permitted to
indemnify any director, officer, employee or agent against expenses
(including attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner that he or she reasonably believed
to be in or not opposed to the best interests of the corporation, except that
no indemnification may be made if such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in
which the action or suit was brought shall determine upon application that,
despite such adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the court shall deem proper.
Article III, Section 13 (relating to indemnification of directors)
and Article V, Section 18 (relating to indemnification of officers and
managing directors) of the Company's Amended and Restated By-laws provide
that the Company shall indemnify to the full extent authorized or permitted
by the DGCL any person made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person or his or her testator or intestate is or was a director, officer or
managing director of the Company or serves or served as a director, officer,
employee or agent of any other enterprise at the Company's request.
The Company also has purchased insurance designed to protect the
Company and its directors and officers against losses arising from certain
claims, including claims under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation, as amended, of the
Company (filed as Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended February 29, 2000, and incorporated
herein by reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit 3.2
to Amendment No. 1 to the Company's Registration Statement on
Form S-4 (Registration No. 333-39483), filed with the Commission on
December 4, 1997, and incorporated herein by reference).
*4.3 FedEx Corporation 1999 Stock Incentive Plan.
*4.4 Form of FedEx Corporation 1999 Stock Incentive Plan Stock Option
Agreement.
4
*5.1 Opinion of George W. Hearn, Corporate Vice President and Corporate
Counsel of the Company, regarding the legality of the securities
being registered.
*15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial
information.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Ernst & Young LLP.
23.3 Consent of George W. Hearn (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement 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.
(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.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 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.
(c) 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
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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 Company 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 Company 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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SIGNATURES
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 the City of Memphis, State of Tennessee, this
14th day of April, 2000.
FEDEX CORPORATION
(Registrant)
By: /s/ James S. Hudson
------------------------
Name: James S. Hudson
Title: Corporate Vice President-
Strategic Financial Planning and
Control
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Alan B. Graf, Jr. and James
S. Hudson, and each of them, with full power of substitution and
resubstitution, as his or her true and lawful attorneys-in-fact and agents,
with full power and authority to execute in the name and on behalf of the
undersigned a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to up to 10,000,000 shares of Common Stock, par value
$.10 per share, of the Company under its 1999 Stock Incentive Plan and any
and all amendments to such Registration Statement whether filed prior or
subsequent to the time such Registration Statement becomes effective; and
hereby ratifies and confirms all that such attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes may lawfully do or
cause to be done by virtue of these presents.
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 dates indicated.
SIGNATURE CAPACITY DATE
- --------- --------- ----
/s/ Frederick W. Smith Chairman of the Board, President March 31, 2000
- ---------------------- and Chief Executive Officer and
Frederick W. Smith Director
(PRINCIPAL EXECUTIVE OFFICER)
/s/ Alan B. Graf, Jr. Executive Vice President and March 31, 2000
- ---------------------- Chief Financial Officer
Alan B. Graf, Jr. (PRINCIPAL FINANCIAL OFFICER)
/s/ James S. Hudson Corporate Vice President - March 31, 2000
- ---------------------- Strategic Financial Planning
James S. Hudson and Control
(PRINCIPAL ACCOUNTING OFFICER)
/s/ Robert H. Allen
- ---------------------- Director March 31, 2000
Robert H. Allen
/s/ James L. Barksdale March 31, 2000
- ---------------------- Director
James L. Barksdale
/s/ Robert L. Cox March 31, 2000
- ---------------------- Director
Robert L. Cox
/s/ Ralph D. DeNunzio Director March 31, 2000
- ----------------------
Ralph D. DeNunzio
/s/ Judith L. Estrin
- ---------------------- Director March 31, 2000
Judith L. Estrin
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/s/ Philip Greer
- ---------------------- Director March 31, 2000
Philip Greer
/s/ J.R. Hyde, III Director March 31, 2000
- ----------------------
J.R. Hyde, III
/s/ Shirley Ann Jackson
- ------------------------ Director March 31, 2000
Shirley Ann Jackson
/s/ George J. Mitchell
- ------------------------ Director March 31, 2000
George J. Mitchell
/s/ Jackson W. Smart, Jr.
- ------------------------ Director March 31, 2000
Jackson W. Smart, Jr.
- ------------------------ Director March __, 2000
Joshua I. Smith
/s/ Paul S. Walsh
- ------------------------ Director March 31, 2000
Paul S. Walsh
/s/ Peter S. Willmott
- ------------------------ Director March 31, 2000
Peter S. Willmott
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation of the Company (filed
as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the quarter ended February 29, 2000, and incorporated herein by
reference).
4.2 Amended and Restated By-laws of the Company (filed as Exhibit 3.2 to
Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 333-39483), filed with the Commission on December 4,
1997, and incorporated herein by reference).
*4.3 FedEx Corporation 1999 Stock Incentive Plan.
*4.4 Form of FedEx Corporation 1999 Stock Incentive Plan Stock Option
Agreement.
*5.1 Opinion of George W. Hearn, Corporate Vice President and Corporate
Counsel of the Company, regarding the legality of the securities being
registered.
*15.1 Letter of Arthur Andersen LLP regarding unaudited interim financial
information.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Ernst & Young LLP.
23.3 Consent of George W. Hearn (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page).
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* Filed herewith.