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As filed with the Securities and Exchange Commission on May 30, 1997
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 Identification No.)
of Incorporation or Organization)
3925 Embassy Parkway, Akron, Ohio 44333
(Address, including ZIP Code, of registrant's principal executive offices)
CALIBER SYSTEM, INC. 401(k) SAVINGS PLAN
(Full title of the plan)
John E. Lynch, Jr.
Vice President, General Counsel and
Secretary
Caliber System, Inc.
3925 Embassy Parkway
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(1) registered(2) per share(3) offering price(3) fee(3)
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Shares of Common
Stock without par 2,225,000 $ 32.25 $71,756,250 $21,744.32
value
<FN>
(1) Pursuant to Rule 416(c), this registration statement also covers an
indeterminate amount of interests to be offered pursuant to the Caliber
System, Inc. 401(k) Savings Plan.
(2) 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.
(3) 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 22,
1997, which average was $32.25.
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PART II
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement No. 33-52605 on Form S-8 filed by Caliber System, Inc.
(formerly Roadway Services, Inc., the "Company") with the Securities and
Exchange Commission on March 10, 1994 and amended by Post-Effective Amendment
No. 1 to such Registration Statement filed by the Company on December 28, 1995
are incorporated herein by reference. The Caliber System, Inc. Stock Savings and
Retirement Income Plan and Trust was renamed the Caliber System, Inc. 401(k)
Savings Plan (the "Plan") effective July 1, 1996. Effective October 1, 1996, the
Financial Security Plan and Trust and the Central Freight Lines, Inc. Employees
Profit Sharing and Retirement Plan merged into the Plan pursuant to an
Instrument Merging Plans and Trusts.
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 Caliber System, Inc. and Keybank National Association Rights
Agreement dated August 22, 1996 including Form of Rights
Certificate (Exhibit A) and Summary of Rights (Exhibit B)
(filed as Exhibit 4.2 to the Company's Current Report on Form
8-K dated August 22, 1996 and Form 8-K/A dated September 12,
1996, and incorporated herein by reference).
4.4 Caliber System, Inc. 401(k) Savings Plan.
(a) Roadway Services, Inc. Stock Savings and Retirement
Income Plan and Trust (filed as Exhibit 4(c) to
Post-Effective Amendment No. 1 to Registration
Statement No. 33-52605 filed by the Company on
December 28, 1995, and incorporated herein by
reference).
(b) Amendment No. 1 to Roadway Services, Inc. Stock
Savings Retirement Income Plan and Trust (filed as
Exhibit 4(d) to Post-Effective Amendment No. 1 to
Registration Statement No. 33-52605 filed by the
Company on December 28, 1995, and incorporated herein
by reference).
(c) Amendment No. 2 to Roadway Services, Inc. Stock
Savings Retirement Income Plan and Trust.
(d) Amendment No. 3 to Roadway Services, Inc. Stock
Savings Retirement Income Plan and Trust.
(e) Amendment No. 4 to Caliber System, Inc. Stock Savings
and Retirement Income Plan and Trust.
(f) The Financial Security Plan and Trust.
(g) Amendment No. 1 to the Financial Security Plan and
Trust.
(h) Amendment No. 2 to the Financial Security Plan and
Trust.
(i) Central Freight Lines, Inc. Employees Profit Sharing
and Retirement Plan.
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(j) Amendment No. 1 to Central Freight Lines, Inc.
Employees Profit Sharing and Retirement Plan.
(k) Amendment No. 2 to Central Freight Lines, Inc.
Employees Profit Sharing and Retirement Plan.
(l) Amendment No. 3 to Central Freight Lines, Inc.
Employees Profit Sharing and Retirement Plan.
(m) Instrument Merging Plans and Trusts.
23 Consent of Independent Auditors.
24.1 Power of Attorney on behalf of the Company.
24.2 Power of Attorney on behalf of the Plan.
UNDERTAKING:
The undersigned registrant has submitted the Plan and any amendments
thereto to the Internal Revenue Service and has made all changes required by the
Internal Revenue Service in order to qualify the Plan.
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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 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 30TH DAY OF MAY 1997.
CALIBER SYSTEM, INC.
By: /s/ John E. Lynch, Jr.
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Name: John E. Lynch, Jr.
Title: Vice President, General Counsel and
Secretary
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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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* /s/ Daniel J. Sullivan Director, Chairman, President and May 30, 1997
------------------------------ Chief Executive Officer
Daniel J. Sullivan (Principal Executive Officer)
* /s/ Louis J. Valerio Senior Vice President-Finance and May 30, 1997
------------------------------ Chief Financial Officer
Louis J. Valerio (Principal Financial Officer)
* /s/ Kathryn W. Dindo Vice President and Controller May 30, 1997
------------------------------ (Principal Accounting Officer)
Kathryn W. Dindo
* /s/ George B. Beitzel Director May 30, 1997
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George B. Beitzel
* /s/ Richard A. Chenoweth Director May 30, 1997
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Richard A. Chenoweth
* /s/ Norman C. Harbert Director May 30, 1997
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Norman C. Harbert
* /s/ Harry L. Kavetas Director May 30, 1997
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Harry L. Kavetas
* /s/ Charles R. Longsworth Director May 30, 1997
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Charles R. Longsworth
* /s/ G. James Roush Director May 30, 1997
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G. James Roush
* /s/ H. Mitchell Watson, Jr. Director May 30, 1997
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H. Mitchell Watson, Jr.
*This registration statement has been signed on behalf of the above
officers and directors by John E. Lynch, Jr., Vice President, General Counsel
and Secretary of the Company, as attorney-in-fact pursuant to a power of
attorney filed as Exhibit 24.1 to this registration statement.
DATED: May 30, 1997 By: /s/ John E. Lynch, Jr.
------------------------------------
John E. Lynch, Jr., Attorney-in-Fact
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THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE PLAN HAS CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, HEREUNTO DULY AUTHORIZED, IN THE CITY OF AKRON, STATE OF OHIO,
ON THIS 30TH DAY OF MAY 1997.
CALIBER SYSTEM, INC. 401(k) SAVINGS PLAN
* By: /s/ Donald C. Brown
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Name: Donald C. Brown
Title: Member of the 401(k) Savings Plan
Administrative Committee
* By: /s/ John P. Chandler
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Name: John P. Chandler
Title: Member of the 401(k) Savings Plan
Administrative Committee
* By: /s/ Thomas R. Warren
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Name: Thomas R. Warren
Title: Member of the 401(k) Savings Plan
Administrative Committee
*This registration statement has been signed on behalf of the Caliber
System, Inc. 401(k) Savings Plan through its Administrative Committee Members by
John E. Lynch, Jr., Vice President, General Counsel and Secretary of the
Company, as attorney-in-fact, pursuant to a power of attorney filed as Exhibit
24.2 to this registration statement.
DATED: May 30, 1997 By: /s/ John E. Lynch, Jr.
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John E. Lynch, Jr., Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Exhibit
Number Description
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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 year ended December 31, 1992, and
incorporated herein by reference).
4.3 Caliber System, Inc. and Keybank National Association Rights
Agreement dated August 22, 1996 including Form of Rights
Certificate (Exhibit A) and Summary of Rights (Exhibit B)
(filed as Exhibit 4.2 to the Company's Current Report on Form
8-K dated August 22, 1996 and Form 8-K/A dated September 12,
1996, and incorporated herein by reference).
4.4 Caliber System, Inc. 401(k) Savings Plan.
(a) Roadway Services, Inc. Stock Savings and Retirement
Income Plan and Trust (filed as Exhibit 4(d) to
Post-Effective Amendment No. 1 to Registration
Statement No. 33-52605 filed by the Company on
December 28, 1995, and incorporated herein by
reference).
(b) Amendment No. 1 to Roadway Services, Inc. Stock
Savings Retirement Income Plan and Trust (filed as
Exhibit 4(c) to Post-Effective Amendment No. 1 to
Registration Statement No. 33-52605 filed by the
Company on December 28, 1995, and incorporated herein
by reference).
(c) Amendment No. 2 to Roadway Services, Inc. Stock
Savings Retirement Income Plan and Trust.
(d) Amendment No. 3 to Roadway Services, Inc. Stock
Savings Retirement Income Plan and Trust.
(e) Amendment No. 4 to Caliber System, Inc. Stock Savings
Retirement Income Plan and Trust.
(f) The Financial Security Plan and Trust.
(g) Amendment No. 1 to the Financial Security Plan and
Trust.
(h) Amendment No. 2 to the Financial Security Plan and
Trust.
(i) Central Freight Lines, Inc. Employees Profit Sharing
and Retirement Plan.
(j) Amendment No. 1 to Central Freight Lines, Inc.
Employees Profit Sharing and Retirement Plan.
(k) Amendment No. 2 to Central Freight Lines, Inc.
Employees Profit Sharing and Retirement Plan.
(l) Amendment No. 3 to Central Freight Lines, Inc.
Employees Profit Sharing and Retirement Plan.
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(m) Instrument Merging Plans and Trusts.
23 Consent of Independent Auditors.
24.1 Power of Attorney on behalf of the Company.
24.2 Power of Attorney on behalf of the Plan.
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