As filed with the Securities and Exchange Commission on January 24, 2003.
Registration No. 333-100649
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SCS TRANSPORTATION, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 48-1229851
- ---------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
4435 Main Street
Suite 930
Kansas City, Missouri 64111
(Address of Principal Executive Offices)
SCS TRANSPORTATION, INC.
2002 SUBSTITUTE STOCK OPTION PLAN
---------------------------------
(Full title of plan)
With a copy to:
Herbert A. Trucksess III Robert M. Barnes
4435 Main Street Bryan Cave LLP
Suite 930 3500 One Kansas City Place
Kansas City, Missouri 64111 1200 Main Street
Kansas City, Missouri 64105
(Name and address of agent for service)
(816) 960-3664
--------------
(Telephone number, including area
code, for agent of service)
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
Title of Proposed Proposed Amount
Securities Amount maximum maximum of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price fee
- ------------------------- ---------------- ---------------- ------------------ ---------------
Common Stock, 1,280,742 $9.20 $11,782,826.40 $1084.02(4)
par value $0.001
per share, and related
Preferred Share Purchase
Rights(3)
</Table>
- ----------
(1) Includes such additional indeterminate number of shares as may be issuable
pursuant to applicable antidilution provisions.
(2) Calculated in accordance with the provisions of Rule 457(c) using the
average of the high and low prices for the Common Stock on the Nasdaq National
Market on October 17, 2002.
(3) Represents corresponding right to purchase shares of SCS Transportation,
Inc. Series A Junior Participating Preferred Stock, no par value, pursuant to a
Rights Agreement dated September 30, 2002 between SCS Transportation, Inc. and
Mellon Investor Services LLC. Registrant will issue one right to purchase one
one-ten-thousandth share of its series A Junior Participating Preferred Stock as
a dividend on each share of its common stock being registered. The rights
initially are attached to and trade with shares of the Registrant's common stock
being registered. Value attributable to these rights, if any, is reflected in
the market price of the Registrant's common stock.
(4) Amount paid on Registrant's Form S-8 to which this is Post-Effective
Amendment No. 1.
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REASON FOR AMENDMENT
SCS Transportation, Inc. hereby files this Post-Effective Amendment No.
1 to its Registration Statement on Form S-8 (SEC registration no. 333-100649).
This Amendment is being filed to correct an inadvertent omission of the related
Preferred Share Purchase Rights to the Common Stock registered therewith and
Exhibit 4.4, the Rights Agreement which sets forth the terms of such Preferred
Share Purchase Rights.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed.
Item 2. Registrant Information and Employee Plan Information.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by
SCS Transportation, Inc. (the "Corporation") with the Securities and Exchange
Commission ("Commission"), are incorporated herein by reference and made a part
hereof:
(a) The Corporation's Registration Statement on Form 10
dated September 6, 2002 (Commission File No.
000-49983).
(b) The Information Statement filed as Exhibit 99.1 to
the Corporation's Registration Statement on Form 10
dated September 6, 2002 (Commission File No.
000-49983).
(c) The description of the Corporation's Common Stock
("Common Stock") set forth under the heading "Common
Stock and Preferred Stock" in Exhibit 99.1
(Information Statement) to the Corporation's
Registration Statement on Form 10, dated September 6,
2002 (Commission File No. 000-49983).
(d) The Corporation's Current Report on Form 8-K, as
amended and updated, dated October 2, 2002
(Commission File No. 000-49983).
3
(e) The Corporation's Current Report on Form 8-K, as
amended and updated, dated October 18, 2002
(Commission File No. 000-49983).
(f) The Corporation's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002, as amended and
updated, dated November 4, 2002 (Commission File No.
000-49983).
All reports and other documents filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended ("Exchange Act"), subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
For purposes of this Registration Statement, any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed comment which also
is or is deemed to be incorporated herein by reference modifies or supersedes
such statement in such document. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
The audited consolidated financial statements including the
Company's Balance Sheets as of December 31, 2001 and 2000; Statements of Income
for years ending December 31, 2001, 2000, and 1999; Statements of Parent Company
Equity for the years ending December 31, 2001, 2000, and 1999; and Statements of
Cash Flows for the years ending December 31, 2001, 2000, and 1999 (the "Audited
Financial Statements") of the Registrant included in the Registrant's
Registration Statement on Form 10 dated September 6, 2002, and incorporated by
reference into this Registration Statement, were audited by Registrant's former
independent auditors, Arthur Andersen LLP, as indicated in their report with
respect thereto dated January 25, 2002 (the "Audit Report"), and are included in
reliance upon the authority of said firm as experts in accounting and auditing.
The Registrant would ordinarily be required to obtain the consent of Arthur
Andersen LLP to the incorporation into this Registration Statement of the Audit
Report. After reasonable efforts, the Registrant has been unable to obtain
Arthur Andersen LLP's consent to the incorporation by reference into this
Registration Statement. Under these circumstances, Rule 437a of the Securities
Act of 1933 permits the Registrant to file this Registration Statement without a
written consent from Arthur Andersen LLP. Because Arthur Andersen LLP has not
consented to the incorporation by reference of their report into this
Registration Statement, investors may not be able to recover against Arthur
Andersen LLP under Section 11(a) of the Securities Act of 1933, as amended.
Section 11(a) provides that if any part of a registration
statement, at the time such registration statement becomes effective, contains
any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, any person acquiring a security pursuant to such registration
statement (unless such person knows of such untruth or omission) may sue, among
others,
4
every accountant who has consented to be named as having prepared or certified
any part of the registration statement, or as having prepared or certified any
report or valuation that is used in connection with the registration statement,
with respect to the statement in such registration statement, report or
valuation that purports to have been prepared or certified by the accountant.
This Registration Statement on Form S-8 incorporates certain filings of the
Registrant that include financial statements certified by Arthur Andersen LLP.
Because the Registrant is unable to obtain Arthur Andersen LLP's written consent
to the incorporation by reference of their report on such financial statements,
Arthur Andersen LLP does not become subject to liability under Section 11(a), as
discussed above. Consequently, investors would be unable to sue Arthur Andersen
LLP under Section 11(a) in connection with the purchase or sale of securities.
In addition, other persons who are subject to liability under Section 11,
including the Registrant's officers and directors, may still rely on Arthur
Andersen LLP's Audit Report as being made by an expert for purposes of
establishing a due diligence defense under Section 11(b) of the Securities Act.
Item 4. Description of Securities.
The class of securities to be offered is registered under
Section 12 of the Exchange Act. Therefore, a description of the Common Stock
required by Item 202 of Regulation S-K is not required.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The SCS Transportation certificate of incorporation provides
that, as authorized by Section 102(b)(7) of the DGCL, a director will not be
personally liable to the Corporation or the shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability imposed by law,
as in effect from time to time (1) for any breach of the director's duty of
loyalty to the Company or the shareholders, (2) for acts or omissions not in
good faith or which involved intentional misconduct or a knowing violation of
law, (3) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL, or (4) for any transaction
from which the director derived an improper personal benefit.
Section 145 of the DGCL provides that a Delaware corporation
may indemnify any persons who were, are or are threatened to be made, parties to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than a "derivative" action by
or in the right of the corporation, by reason of the fact that the person is or
was a director, officer, employee or agent of the corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the action, suit or proceeding, provided the person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful. A
similar
5
standard of care is applicable in the case of derivative actions, except that no
indemnification shall be made where the person is adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action was brought determines that
the person is fairly and reasonably entitled to indemnity and expenses. Our
amended and restated certificate of incorporation and by-laws provide that we
will indemnify our directors, officers, employees and agents to the fullest
extent permitted by the DGCL, and we will advance expenses to our directors,
officers, employees and agents in connection with legal proceedings, subject to
limited exceptions. We have and will retain customary insurance policies under
which coverage is provided for payments made by us to our directors and officers
in respect of the indemnification provisions in our amended and restated
certificate of incorporation and by-laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
4.1 Amended and Restated Certificate of
Incorporation of SCS Transportation, Inc.*
4.2 Amended and Restated By-laws of SCS
Transportation, Inc.*
4.3 The description of the Corporation's Common
Stock ("Common Stock"). Reference is made to
the Exhibit 99.1 (Information Statement) to
the Corporation's Registration Statement on
Form 10, dated September 6, 2002 under the
heading "Common Stock and Preferred Stock."
4.4 Rights Agreement between SCS Transportation,
Inc. and Mellon Investor Services, LLC dated
as of September 30, 2002 (incorporated herein
by reference to Exhibit 4.1 of the
Corporation's Form 10-Q (File No. 000-49983)
for the quarter ended September 30, 2002).
5.1 Opinion of Bryan Cave LLP as to the validity
of the original issuance of the securities
being registered.*
23.1 Consent of Arthur Andersen, LLP (omitted
pursuant to Rule 437a under the Securities Act
of 1933).
23.2 Consent of Bryan Cave LLP (included in Exhibit
5.1 hereto).
6
* Previously filed as an exhibit or part of the Registration Statement on Form
S-8 to which this is Post-Effective Amendment No.1.
Item 9. Undertakings.
(a) The undersigned registrant 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 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. 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) (Section 230.424(b)
of this chapter) if, in the aggregate, the changes in volume and price represent
no more than 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 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
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Exchange Act that are incorporated by reference in this
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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report
7
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such 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 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 and will be governed by the final adjudication of such issue.
8
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 the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kansas City, State of Missouri, on this 23rd day of
January, 2003.
SCS TRANSPORTATION, INC.
By /s/ James J. Bellinghausen
-------------------------------------------
James J. Bellinghausen
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Herbert A. Trucksess, III and James J.
Bellinghausen, or either one of them, his or her true and lawful
attorneys-in-fact and agents, with full power 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 the Registration Statement on Form S-8 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 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 they might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.
<Table>
<Caption>
Signature Title Date
--------- ----- ----
/s/ Herbert A. Trucksess, III Chairman, President and Chief Executive January 23, 2003
- --------------------------------- Officer, SCS Transportation, Inc.
Herbert A. Trucksess, III.
/s/ James J. Bellinghausen Vice President and Chief Financial January 23, 2003
- --------------------------------- Officer, SCS Transportation, Inc.
James J. Bellinghausen
/s/ Klaus E. Agthe Director January 23, 2003
- ---------------------------------
Klaus E. Agthe
/s/ Mark A. Ernst Director January 23, 2003
- ---------------------------------
Mark A. Ernst
/s/ John J. Holland Director January 23, 2003
- ---------------------------------
John J. Holland
/s/ James A. Olson Director January 23, 2003
- ---------------------------------
James A. Olson
/s/ Douglas W. Rockel Director January 23, 2003
- ---------------------------------
Douglas W. Rockel
</Table>