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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 2001
REGISTRATION NO. 333-______
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UNITED STATES
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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EGL, INC.
(Exact Name of Registrant as Specified in Its Charter)
TEXAS 76-0094895
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
15350 VICKERY DRIVE
HOUSTON, TEXAS 77032
(Address of Principal Executive Offices and Zip Code)
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EGL, INC. LONG-TERM INCENTIVE PLAN
EGL, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
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JAMES R. CRANE
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
EGL, INC.
15350 VICKERY DRIVE
HOUSTON, TEXAS 77032
(281) 618-3100
(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
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(2) SHARE(1) PRICE(1) FEE(3)
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Common stock, par value $.001 per share(2)......... 3,250,000 $20.45 $66,462,500 $16,615.63
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(1) Estimated in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose
of calculating the registration fee and based the average of the high
and low sale prices per share of EGL common stock reported on the
Nasdaq National Market on May 15, 2001.
(2) Pursuant to Rule 416 of the Securities Act, this Registration Statement
shall also include such additional indeterminant number of shares of
common stock as may become issuable under the EGL, Inc. Long-Term
Incentive Plan and the EGL, Inc. Employee Stock Purchase Plan as a
result of stock splits, stock dividends or similar transactions.
(3) Pursuant to Rule 457(p) of the Securities Act, the Registrant hereby
offsets the registration fee required in connection with this
registration statement by the aggregate total dollar amount of
$16,615.63 previously paid in connection with prior registration
statements relating to securities offered thereunder that remain
unsold. Accordingly, no registration fee is being paid in connection
with this registration statement. The aggregate total dollar amount
previously paid in connection with prior registration statements is the
sum of the following: $14,099.00 of the filing fee previously paid by
the Registrant in connection with its registration statement on Form
S-3 (Registration No. 333-84043) filed on July 29, 1999; $2,345.31 of
the filing fee previously paid by Circle International Group, Inc., a
Delaware corporation and a wholly owned subsidiary of the Registrant
("Circle"), in connection with its registration statement on Form S-8
(Registration No. 333-04141) filed on May 21, 1996; $149.63 of the
filing fee previously paid by Circle in connection with its
registration statement on Form S-8 (Registration No. 333-78747) filed
on May 19, 1999; and $21.69 of the filing fee previously paid by Circle
in connection with its registration statement on Form S-8 (Registration
No. 333-85807) filed on August 24, 1999.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan
information required by Item 1 of Form S-8 and the statement of availability of
registrant information and any other information required by Item 2 of Form S-8
will be sent or given to participants as specified by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428 and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. The registrant shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the registrant shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
This registration statement incorporates herein by reference
the following documents which have been filed with the Commission by EGL, Inc.
(the "Company") (SEC File No. 0-27288) pursuant to the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):
1. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A as
originally filed with the Commission on November 27,
1995, and as thereafter amended on June 28, 1998 and
September 29, 2000, and as such Registration
Statement may be amended from time to time for the
purpose of updating, changing or modifying such
description;
2. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000; and
3. The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001.
Each document filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and 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 such
documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document 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 subsequently filed
amendment to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
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.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides
that a corporation may indemnify any director or officer who was, is or is
threatened to be made a named defendant or respondent in a proceeding because he
is or was a director or officer, provided that the director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's best
interests or (b) in all other cases, that his conduct was at least not opposed
to the corporation's best interests and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Subject
to certain exceptions, a director or officer may not be indemnified if the
person is found liable to the corporation or if the person is found liable on
the basis that he improperly received a personal benefit. Under Texas law,
reasonable expenses incurred by a director or officer may be paid or reimbursed
by the corporation in advance of a final disposition of the proceeding after the
corporation receives a written affirmation by the director or officer of his
good faith belief that he has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that the director or
officer is not entitled to indemnification by the corporation. Texas law
requires a corporation to indemnify an officer or director against reasonable
expenses incurred in connection with the proceeding in which he is named
defendant or respondent because he is or was a director or officer if he is
wholly successful in defense of the proceeding.
Texas law also permits a corporation to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
director or officer against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as such a person, whether or
not the corporation would have the power to indemnify him against that liability
under Article 2.02-1.
The Company's Bylaws provide for the indemnification of its
officers and directors, and the advancement to them of expenses in connection
with proceedings and claims, to the fullest extent permitted by the Texas
Business Corporation Act. The Company has also entered into indemnification
agreements with each of its directors and certain of its officers that
contractually provide for indemnification and expense advancement and include
related provisions meant to facilitate the indemnitees' receipt of such
benefits. These provisions cover, among other things: (i) specification of the
method of determining entitlement to indemnification and the selection of
independent counsel that will in some cases make such determination, (ii)
specification of certain time periods by which certain payments or
determinations must be made and actions must be taken and (iii) the
establishment of certain presumptions in favor of an indemnitee. The benefits of
certain of these provisions are available to an indemnitee only if there has
been a change in control (as defined). In addition, the Company may purchase
directors' and officers' liability insurance policies for its directors and
officers in the future. The Bylaws and such agreements with directors and
officers provide for indemnification for amounts (1) in respect of the
deductibles for such insurance policies, (2) that exceed the liability limits of
such insurance policies and (3) that are available, were available or which
become available to the Company but which the officers or directors of the
Company determine are inadvisable for the Company to purchase, given the cost
involved of the Company. Such indemnification may be made even though directors
and officers would not otherwise be entitled to indemnification under other
provisions of the Bylaws or such agreements.
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The above discussion of Article 2.02-1 of the Texas Business
Corporation Act, the Company's Bylaws and the indemnification agreements is not
intended to be exhaustive and is respectively qualified in its entirety by such
statute, the Bylaws and the indemnification agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as a part of this
Registration Statement or incorporated by reference herein:
Exhibit
No. Description
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4.1* -- Second Amended and Restated Articles of Incorporation of the
Company, as amended (Filed as Exhibit 3(i) to the Company's
Form 8-A/A filed with the Commission on September 29, 2000).
4.2* -- Amended and Restated Bylaws of the Company, as amended (Filed
as Exhibit 3(ii) to the Quarterly Report on Form 10-Q of the
Company for the fiscal quarter ended June 30, 2000).
4.3* -- EGL, Inc. Long-Term Incentive Plan (Filed as Exhibit 10(ii)
to the Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended September 30, 2000).
4.4* -- EGL, Inc. Employee Stock Purchase Plan (Filed as Exhibit
10(iii) to the Quarterly Report on Form 10-Q of the Company
for the fiscal quarter ended September 30, 2000).
5.1 -- Opinion of Baker Botts L.L.P.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on page 6).
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* Incorporated herein by reference as indicated.
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ITEM 9. UNDERTAKINGS.
(a) The 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:
(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 this 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) of the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this 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 undersigned registrant 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.
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(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 provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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
Securities Act of 1933 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 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 Houston, State of Texas, on May 21, 2001.
EGL, INC.
By: /s/ Elijio V. Serrano
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Elijio V. Serrano
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints James R. Crane and Elijio V.
Serrano, and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and any registration
statement for the same offering filed pursuant to Rule 462 under the Securities
Act of 1933 and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitutes 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 indicated and on May 21, 2001.
/s/ JAMES R. CRANE President, Chief Executive Officer
------------------------------------------------ and Chairman of the Board (Principal
James R. Crane Executive Officer)
/s/ ELIJIO V. SERRANO Chief Financial Officer and Director
------------------------------------------------ (Principal Financial and Accounting
Elijio V. Serrano Officer)
Director
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Peter Gibert
/s/ FRANK J. HEVRDEJS Director
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Frank J. Hevrdejs
Director
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Norwood Knight-Richardson
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/s/ NEIL E. KELLEY Director
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Neil E. Kelley
/s/ REBECCA A. MCDONALD Director
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Rebecca A. McDonald
Director
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William P. O'Connell
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EXHIBIT INDEX
Exhibit
No. Description
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4.1* -- Second Amended and Restated Articles of Incorporation of the
Company, as amended (Filed as Exhibit 3(i) to the Company's
Form 8-A/A filed with the Commission on September 29, 2000).
4.2* -- Amended and Restated Bylaws of the Company, as amended (Filed
as Exhibit 3(ii) to the Quarterly Report on Form 10-Q of the
Company for the fiscal quarter ended June 30, 2000).
4.3* -- EGL, Inc. Long-Term Incentive Plan (Filed as Exhibit 10(ii)
to the Quarterly Report on Form 10-Q of the Company for the
fiscal quarter ended September 30, 2000).
4.4* -- EGL, Inc. Employee Stock Purchase Plan (Filed as Exhibit
10(iii) to the Quarterly Report on Form 10-Q of the Company
for the fiscal quarter ended September 30, 2000).
5.1 -- Opinion of Baker Botts L.L.P.
23.1 -- Consent of PricewaterhouseCoopers LLP.
23.2 -- Consent of Deloitte & Touche LLP.
23.3 -- Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on page 6).
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* Incorporated herein by reference as indicated.