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As filed with the Securities and Exchange Commission on July 16, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
YELLOW CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 48-0948788
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
10990 Roe Avenue
Overland Park, Kansas 66207
(913) 696-6106
(Address of Principal Executive Offices)
______________________
Yellow Corporation
1997 Stock Option Plan
(Full title of the plan)
______________________
William F. Martin, Esq.
Senior Vice President/Secretary
Yellow Corporation
10990 Roe Avenue
Overland Park, Kansas 66207
(913) 696-6106
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________
Copy to:
W. Leslie Duffy, Esq.
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
______________________
Approximate date of proposed sale to public: From time to time after the
effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
______________________________________
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Title of Securities to be Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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Common Stock, par value
$1.00 per share 1,400,000 $17.9 (1) $25,060,000 (1) $7,392.70
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(1) Estimated solely for the purpose of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices
of a share of the registrant's Common Stock as reported in the New York
Stock Exchange - Composite Transactions System on (this date should be 5
days before the filing), 1998.
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PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act") and the Note to Part I of Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the Yellow Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") and
are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(c) The description of the Company's common stock, $1.00 par
value per share, contained in the Company's Registration Statement
on Form 10 filed pursuant to Section 12 of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") and any
amendments thereto.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a
post-effective amendment which indicates that all securities offered 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 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 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.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities offered hereby is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the General Corporation Law of the State of
Delaware ("DGLC") empowers a corporation to 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, 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 another corporation or enterprise. Depending on the character of
the proceeding, a corporation may indemnify against expenses (including
attorneys' fees), judgments, fines and/or amounts paid in settlement actually
and reasonably incurred in connection with such action, suit or proceeding if
the person indemnified 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
reasonable cause to believe such person's conduct was unlawful. In the case of
an action by or in the right of the corporation, no indemnification may be made
with respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine that despite the adjudication of liability such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Section 145 further provides that to the extent a director,
officer, employee or agent of a corporation has been successful in the defense
of any action, or any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith. Section 145 also
states that the indemnification provided for in such Section shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled and empowers the corporation to purchase and maintain insurance on
behalf of directors, officers, employees and agents of the corporation against
any liability asserted against such person or incurred by such person in any
such capacity or arising out of such person's status as such whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145.
In addition, directors and officers of the Company are entitled to
indemnification as provided in Article V of the Company's Bylaws (the
"Bylaws"). Such Article V provides as follows:
Section 1. Right to Indemnification
a. Each person who was or is made a party or is threatened to be made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she or a person for whom he or she is the legal representative is or
was a director, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity as a director, officer,
employee or agent, shall be indemnified and held harmless by the Company to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent such
amendment) against the Company to provide broader indemnification rights than
said law permitted the corporation to provide prior to such amendment) against
all expenses, liability and loss (including attorneys, fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith;
provided, however, that with respect to any agent or employee, to the extent any
such expenses, liabilities or losses are covered by insurance, other than
insurance maintained by the Company, the Company shall be required to indemnify
and hold harmless such agent or employee only to the extent that such expenses,
liabilities or losses are not covered by such insurance. Such right shall be a
contract right and shall include the right to be paid by the corporation
expenses incurred in defending any such proceedings in advance of its final
disposition; provided, however, that the payment of such expenses incurred by a
director or officer of the corporation in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such person while a direc-
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tor or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such proceeding, shall be
made upon delivery to the corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it should be determined
ultimately that such director or officer is not entitled to be indemnified under
this section or otherwise.
b. Any person who is or was an agent of the Company, and who would be
entitled to be indemnified by the Company under the circumstances set forth in
Section 1(a) but for the fact that such person is not or was not a director,
officer or employee of the corporation, may be indemnified by the Company (but
shall not be entitled to be indemnified by the Company) in a specific case to
all or part of the extent set forth in Section 1(a), if the Board of Directors
determines that it is in the best interests of the corporation to grant such
indemnity. Authorization for such indemnity and the extent thereof shall be
determined by majority vote of a quorum of the Board of Directors.
Section 2. Right of Claimant to Bring Suit
If a claim under Section 1 is not paid in full by the Company within 90
days after a written claim has been received by the Company, the claimant may at
any time thereafter bring suit against the Company to recover the unpaid amount
of the claim, and if successful in whole or in part, the claimant shall be
entitled to be paid also the expenses of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it permissible
under the DGCL for the Company to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the Company. Neither the
failure of the Company (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the DGCL, nor an actual determination by the Company (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant had not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant had not met the applicable
standard of conduct.
Section 3. Non-Exclusivity of Rights
The rights conferred by Sections 1 and 2 shall not be exclusive of any
other right which such person may have or hereafter acquire under any statute,
provision of the Company's Certificate of Incorporation, By law, agreement, vote
of stockholders or disinterested directors or otherwise.
Section 4. Insurance
The Company may maintain insurance, at its expense, to protect itself
and any such director, employee or agent of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the DGCL.
Section 5.
For purposes of this Article V, reference to "other enterprise" shall
include entities of any kind, including associations, rate bureaus and
conferences.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
4 1997 Stock Option Plan
5 Opinion of Cahill Gordon & Reindel as to the legality of the
Common Stock being registered
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers of sales are being
made, if applicable, a post-effective amendment to this Registration
Statement:
(a) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) 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; and
(c) 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 clauses (1)(a) and 1(b) shall not apply if
the information required to be included therein 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 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;
(4) that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to
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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; and
(5) 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 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 Company 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.
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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 Overland Park, State of Kansas on the 16th day of
July, 1998.
YELLOW CORPORATION
By: /s/ William F. Martin, Jr.
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William F. Martin, Jr.
Senior Vice President and Secretary
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.
Signature Capacity in Which Signed Date
/s/ A. Maurice Myers
- ------------------------- President, Chief Executive Officer July 16, 1998
A. Maurice Myers and Chairman of the Board
/s/ H. A. Trucksess, III
- ------------------------- Senior Vice President, Finance/ July 16, 1998
H. A. Trucksess, III Chief Financial Officer and Treasurer
/s/ Klaus E. Agthe
- ------------------------- Director July 16, 1998
Klaus E. Agthe
/s/ Howard M. Dean
- ------------------------- Director July 16, 1998
Howard M. Dean
/s/ David H. Hughes
- ------------------------- Director July 16, 1998
David H. Hughes
/s/ Ronald T. LeMay
- ------------------------- Director July 16, 1998
Ronald T. LeMay
/s/ John C. McKelvey
- ------------------------- Director July 16, 1998
John C. McKelvey
/s/ Carl W. Vogt
- ------------------------- Director July 16, 1998
Carl W. Vogt
/s/ William L. Trubeck
- ------------------------- Director July 16, 1998
William L. Trubeck
/s/ Cassandra C. Carr
- ------------------------- Director July 16, 1998
Cassandra C. Carr
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Exhibit Index
Exhibit No. Description
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4 1997 Stock Option Plan
5 Opinion of Cahill Gordon & Reindel as to the legality of the
Common Stock being registered
23.1 Consent of Cahill Gordon & Reindel (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney