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As filed with the Securities and Exchange Commission on May 8, 1996
Registration No. 333-
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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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CALIBER SYSTEM, INC.
(Exact name of registrant as specified in charter)
Ohio 34-1365496
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3560 West Market Street, Akron, Ohio 44333
(Address, including ZIP Code, of registrant's principal executive offices)
NONEMPLOYEE DIRECTORS' STOCK RETAINER PLAN
(Full title of the plan)
DOUGLAS A. WILSON
Senior Vice President - Finance and Planning,
Secretary and Chief Financial Officer
Caliber System, Inc.
3560 West Market Street
Akron, Ohio 44333
(330) 665-5646
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price aggregate registration
registered registered(1) per share(2) offering price(2) fee(2)
- ----------------------------------------------------------------------------------------------------------------
Shares of Common
Stock without par 50,000 38.875 1,943,750 670.26
value
(1) The total number of shares of common stock reserved and available for
distribution. Pursuant to Rule 416, this Form S-8 Registration
Statement shall be deemed to cover any additional securities issued to
prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) The registration fee has been calculated in accordance with Rule 457(h)
based on the average of the high and low prices of the common stock
without par value reported on the New York Stock Exchange on May 6,
1996, which average was 38.875.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference:
(1) Annual Report of the Company on Form 10-K for the year ended
December 31, 1995;
(2) Quarterly Report of the Company on Form 10-Q for the quarter
ended March 23, 1996;
(3) Current Report of the Company on Form 8-K dated January 18, 1996;
and
(4) The description of the Company's common stock without par value
contained in the Company's Registration Statement filed pursuant
to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendments and reports filed for
the purpose of updating that description.
All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
post-effective amendment to registration statement and prior to the filing of a
post-effective amendment indicating that all securities offered under the Plan
have been sold or deregistering all securities then remaining unsold thereunder
shall be deemed to be incorporated herein by reference and shall be deemed to be
a part hereof from the date of filing thereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (Securities to be offered are registered under Section
12 of the Exchange Act.)
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio Revised Code sets forth conditions and
limitations concerning indemnification of officers, directors and other persons.
Article IV of the Company's Restated Amended Code of Regulations
provides, in relevant part, as follows:
"The Company shall indemnify each present and future director
and officer of the Company, and each person who at the request of or
at the insistence of the Company is now serving or hereafter serves as
a director or officer of any other corporation, against any costs and
expenses which may be imposed on or reasonably incurred by him in
connection with any claim, suit, or proceeding (whether brought by the
Company, such corporation, a receiver, a trustee, one or more
shareholders or creditors, any governmental body, any public official,
any private person, or any other corporation) hereafter made or
instituted in which he may be involved by reason of his being or
having been a director or officer of the Company or of any other
corporation in which he served or serves as a director or officer at
the request of or at the instance of the Company (whether or not he
continues to be a director or officer at the time of imposition of
such costs or incurring of such
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expense), such costs and expenses to include the cost to such director
or officer of reasonable settlements (other than amounts paid to
the Company itself or to such other corporation served at the request
of or at the instance of the Company). The Company shall not, however,
indemnify such director or officer with respect to matters as to which
he shall be finally adjudged in any such action, suit or proceeding to
be liable because of dereliction in the performance of his duties as
such director or officer, or (except with the approval of a court of
competent jurisdiction, a disinterested majority of the Board of
Directors, or any committee or group of persons to whom the question
may be referred by the Board) with respect to any matter on which a
settlement is effected if the amount paid by the director or officer
in such settlement shall substantially exceed the expenses which might
reasonably be incurred by him after the date of settlement in
conducting litigation to a final conclusion. The foregoing right of
indemnification shall not be exclusive of other rights to which any
person concerned may be entitled as a matter of law, and shall inure
to the benefit of the heirs, executors, and administrators of any such
person."
In addition, the Company maintains directors' and officers'
reimbursement and liability insurance. The risks covered by such policies
include certain liabilities under the securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Second Amended Articles of Incorporation of the Company (filed
as Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, and incorporated herein by
reference).
4.2 Restated Amended Code of Regulations of the Company effective
May 10, 1989 (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference).
4.3 Nonemployee Directors' Stock Retainer Plan.
5 Opinion of Counsel.
23 Consent of Independent Auditors.
(Consent of Counsel included in Exhibit 5).
24 Powers of Attorney.
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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 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 this 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
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent 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 paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, 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 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 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
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 in 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
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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 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 of 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.
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 THIS REGISTRATION STATEMENT ON FORM S-8 AND HAS
DULY CAUSED THIS TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON, STATE OF OHIO, ON
THIS 8th DAY OF MAY 1996.
CALIBER SYSTEM, INC.
By: /s/ Douglas A. Wilson
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Name: Douglas A. Wilson
Title: Senior Vice President - Finance and Planning,
Secretary and Chief Financial Officer
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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 Title Date
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* Daniel J. Sullivan Chairman, Chief Executive May , 1996
-------------------------- Officer, President and Director
Daniel J. Sullivan (Principal Executive Officer)
/s/ Douglas A. Wilson Senior Vice President- May 8, 1996
-------------------------- Finance and Planning, Secretary
Douglas A. Wilson and Chief Financial Officer
(Principal Financial Officer)
* Kathryn W. Dindo Vice President and Controller May , 1996
-------------------------- (Principal Accounting Officer)
Kathryn W. Dindo
* George B. Beitzel Director May , 1996
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George B. Beitzel
* Richard A. Chenoweth Director May , 1996
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Richard A. Chenoweth
* Norman C. Harbert Director May , 1996
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Norman C. Harbert
Director May , 1996
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Harry L. Kavetas
* Charles R. Longsworth Director May , 1996
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Charles R. Longsworth
* G. James Roush Director May , 1996
--------------------------
G. James Roush
* H. Mitchell Watson, Jr. Director May , 1996
--------------------------
H. Mitchell Watson, Jr.
*This registration statement has been signed on behalf of the above
officers and directors by Douglas A. Wilson, Senior Vice President - Finance and
Planning, Secretary and Chief Financial Officer of the Company, as
attorney-in-fact pursuant to powers of attorney filed as Exhibit 24 to this
registration statement.
DATED: May 8, 1996 By: /s/ Douglas A. Wilson
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Douglas A. Wilson, Attorney-in-Fact
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EXHIBIT INDEX
Pagination by
sequential
Exhibit Exhibit numbering
Number Description system
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4.1 Second Amended Articles of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, and incorporated herein by
reference).
4.2 Restated Amended Code of Regulations of the Company effective
May 10, 1989 (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1992, and
incorporated herein by reference).
4.3 Nonemployee Directors' Stock Retainer Plan.
5 Opinion of Counsel.
23 Consent of Independent Auditors.
24 Powers of Attorney.
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