As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333 -___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
YELLOW CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 48-0948788
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10990 Roe Avenue
Overland Park, Kansas 66207
(913) 696-6106
(Address of Principal Executive Offices)
-------------------
Yellow Corporation
Amended Directors' Stock Compensation Plan
(Full title of the plan)
-------------------
William F. Martin, Jr., 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
-------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Be Offering Price Per Aggregate Amount of
Title of Securities to Be Registered Share Offering Price Registration Fee
Registered
- ------------------------------------------------------------------------------------------------------------------------------------
Common shares, par value $1.00 per share 100,000(1) $17.9375(2) $1,793,750(2) $473.55
====================================================================================================================================
(1) The Yellow Corporation Amended Directors' Stock Compensation Plan (the
"Plan") authorizes the issuance of a maximum of 200,000 shares of common
stock ("Common Stock"), par value $1.00, of Yellow Corporation, a
Delaware corporation (the "Company"), plus reissuances of shares canceled
under the Plan, and substitutions or adjustments to shares to account for
any reorganization, recapitalization, stock dividend, stock split, or
other change in the corporate structure or capiltalization of the Company
affecting the shares of Common Stock. Pursuant to Rule 416 under the
Securities Act of 1933, as amended, this Registration Statement also
covers an indeterminate number of shares of Common Stock which may be
issued as a result of anti-dilutive provisions contained in the Plan.
(2) 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 Company's Common Stock as reported on The NASDAQ Stock
Market on November 8, 2000.
================================================================================
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
The Company files this Registration Statement pursuant to
Instruction E of Form S-8 and incorporates by reference the contents of the
previous Registration Statement filed by the Company on Form S-8 (Registration
No. 333-02977). The current registration of 100,000 shares of Common Stock will
increase the number of shares registered for issuance under the Yellow
Corporation Amended Directors' Stock Compensation Plan to 200,000 shares.
Item 8. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
4.1 Yellow Corporation Amended Director's Stock Compensation 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 (set forth on the signature page of this
Registration Statement)
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 26th day of
October, 2000.
YELLOW CORPORATION
By: /s/ William F. Martin, Jr.
--------------------------
William F. Martin, Jr.
Senior Vice President and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William
F. Martin, Jr. such person's true and lawful attorney-in-fact and agent, 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 this Registration
Statement, and any and all amendments thereto (including pre- and post-effective
amendments), and to file the same, with exhibits and schedules thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or desirable
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute, 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.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ William D. Zollars President, Chairman of the Board, October 26, 2000
- --------------------------------- Chief Executive, Officer and
William D. Zollars Director
/s/ H. A. Trucksess, III Senior Vice President, Finance, October 26, 2000
- --------------------------------- Chief Financial Officer and
H.A. Trucksess, III Treasurer
/s/ Klaus E. Agthe Director October 26, 2000
- ---------------------------------
Klaus E. Agthe
/s/ Cassandra C. Carr Director October 26, 2000
- ---------------------------------
Cassandra C. Carr
/s/ Howard M. Dean Director October 26, 2000
- ---------------------------------
Howard M. Dean
/s/ Dennis Foster Director October 26, 2000
- ---------------------------------
Dennis Foster
/s/ John C. McKelvey Director October 26, 2000
- ---------------------------------
John C. McKelvey
/s/ William L. Trubeck Director October 26, 2000
- ---------------------------------
William L. Trubeck
/s/ Carl W. Vogt Director October 26, 2000
- ---------------------------------
Carl W. Vogt
Exhibit Index
Exhibit No. Description
4.1 Yellow Corporation Amended Directors' Stock Compensation 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 (set forth on the signature page of this
Registration Statement)