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As filed with the Securities and Exchange Commission on August 27, 2001
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1313069
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13410 SUTTON PARK DRIVE SOUTH
JACKSONVILLE, FLORIDA 32224
(Address of Principal Executive Offices
including Zip Code)
LANDSTAR SYSTEM, INC.
1994 DIRECTORS STOCK OPTION PLAN
(Full title of the Plan)
HENRY H. GERKENS
PRESIDENT AND CHIEF FINANCIAL OFFICER
13410 SUTTON PARK DRIVE SOUTH
JACKSONVILLE, FLORIDA 32224
(904) 390-1234
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit price registration fee
---------------- ---------- ---- ----- ----------------
Common Stock, par 90,000 (1) (2) $6,946,200 (3) $1,736.55
value $.01 per share
(1) Consists of shares of Common Stock to be issued upon exercise of
options granted pursuant to the Landstar System, Inc. 1994 Directors
Stock Option Plan (the "Plan"). Such undeterminable number of
additional shares as may be issuable pursuant to the operation of the
recapitalization provisions under the Plan are hereby also registered.
(2) Not applicable.
(3) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee, based upon an assumed price of $77.18 per share,
which was the average of the high and low prices of Landstar System,
Inc. Common Stock on August 20, 2001, as quoted on the National
Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are
the following documents heretofore filed by Landstar System, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):
a. The Company's latest annual report filed pursuant to
sections 13(a) or 15(d) of the Exchange Act;
b. All other reports filed by the Company pursuant to
sections 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the annual report
referred to in (a) above;
c. The description of the Company's Common Stock, par
value $.01 per share (the "Common Stock"), contained
in a registration statement filed under the Exchange
Act, and any amendment or report filed for the
purpose of updating such description; and
d. The Company's Registration Statement on Form S-8
(Registration No. 33-94304).
All documents subsequently filed by the Company pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates 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 incorporated or deemed to be incorporated by reference herein) modified
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.
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Company's Amended and Restated Certificate of
Incorporation provides that no director of the Company will be personally liable
to the Company or any of its stockholders for monetary damages from the
director's breach of fiduciary duty as a director, with certain limited
exceptions.
Pursuant to the provisions of Section 145 of the Delaware
General Corporation Law, every Delaware corporation has the power 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 (other than an
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 any corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses, judgments, fines and amounts paid in settlement and reasonably
incurred in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner the
person reasonably believed to be in the best interest, or not opposed to the
best interest, of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful.
The power to indemnify applies to actions brought by or in the
right of the corporation as well, but only to the extent of defense and
settlement expenses and not to any satisfaction of a judgment or settlement of
the claim itself, and with the further limitation that in such actions no
indemnification shall be made unless the court, in its discretion, believes that
in light of all the circumstances indemnification should apply.
To the extent any of the persons referred to in the two
immediately preceding paragraphs is successful in the defense of the actions
referred to therein, such person is entitled, pursuant to Section 145, to
indemnification against expenses reasonably incurred in connection with such
defense.
The Company's Amended and Restated Certificate of
Incorporation and Bylaws provide for indemnification to officers and directors
of the Company to the fullest extent permitted by the Delaware General
Corporation Law. In addition, the Company has entered into indemnification
agreements with its directors and officers
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which will also provide indemnification to the fullest extent permitted by the
Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on pages 9-10.
Item 9. Undertakings
(a) Rule 415 Offering. 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, unless the information 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;
(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, unless the information 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;
(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.
(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.
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(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) Subsequent Exchange Act Documents. The undersigned
Registrant hereby undertakes 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 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.
(c) Indemnification. 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.
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SIGNATURES
The Registrant. 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 Jacksonville, Florida on the 27th day
of August, 2001.
LANDSTAR SYSTEM, INC.
By: /s/ Henry H. Gerkens
------------------------------------------
Henry H. Gerkens
President and Chief Financial Officer
Each person whose signature appears below does hereby make,
constitute and appoint Jeffrey C. Crowe, Henry H. Gerkens and Robert C. LaRose
and each of them, with full power to act without the others, his or her true and
lawful attorney-in-fact and agent, in his or her name, place and stead to
execute on his or her behalf, as a director of Landstar System, Inc. (the
"Company"), the Registration Statement of the Company on Form S-8 (the
"Registration Statement") for the registration of shares of the Company's Common
Stock, par value $.01 ("Common Stock"), in connection with the Landstar System,
Inc. 1994 Directors Stock Option Plan and any and all amendments (including
post-effective amendments) to the Registration Statement, and file the same with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 (the "Act"), and any and all other instruments which any of said
attorneys-in-fact and agents deems necessary or advisable to enable the Company
to comply with the Act, the rules, regulations and requirements of the SEC in
respect thereof, and the securities or Blue Sky laws of any State or other
governmental subdivision, giving and granting to each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing whatsoever necessary or appropriate to be done in and about the premises
as fully to all intents as he or she might or could do if personally present at
the doing thereof, with full power of substitution and resubstitution, hereby
ratifying and confirming all that his or her said attorneys-in-fact and agents
or substitutes may or shall lawfully do or cause to be done by virtue hereof.
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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.
Signatures Title Date
---------- ----- ----
/s/ Jeffrey C. Crowe Chairman of the Board & Chief Executive August 22, 2001
---------------------- Officer (Principal Executive Officer)
Jeffrey C. Crowe
/s/ Henry H. Gerkens President & Chief Financial Officer August 27, 2001
---------------------- (Principal Financial Officer); Director
Henry H. Gerkens
/s/ Robert C. LaRose Vice President Finance & Treasurer August 23, 2001
---------------------- (Principal Accounting Officer)
Robert C. LaRose
/s/ David G. Bannister Director August 27, 2001
----------------------
David G. Bannister
/s/ Ronald W. Drucker Director August 9, 2001
----------------------
Ronald W. Drucker
/s/ Merritt J. Mott Director August 15, 2001
----------------------
Merritt J. Mott
/s/ William S. Elston Director August 27, 2001
----------------------
William S. Elston
/s/ Diana M. Murphy Director August 27, 2001
----------------------
Diana M. Murphy
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Index to Exhibits
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Specimen of Common Stock Certificate. (Incorporated by
reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-57174))
4.2 Rights Agreement, dated as of February 10, 1993, between the
Company and Chemical Bank, as Rights Agent. (Incorporated by
reference to Exhibit 4.14 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 33-57174))
4.3 Second Amended and Restated Credit Agreement, dated October
10, 1997, among LSHI, Landstar, the lenders named therein and
The Chase Manhattan Bank as administrative agent (including
exhibits and schedules thereto). (Incorporated by reference to
Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 27, 1997 (Registration No.
0-21238))
4.4 First Amendment, dated October 30, 1998, to the Second Amended
and Restated Credit Agreement, dated October 10, 1997, among
LSHI, Landstar, the lenders named therein and The Chase
Manhattan Bank as administrative agent. (Incorporated by
reference to Exhibit 4.6 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 26, 1998)
4.5 Second Amendment, dated September 8, 1999, to the Second
Amended and Restated Credit Agreement, dated as of October 10,
1997. (Incorporated by reference to Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended December 25, 1999)
4.6 First Amendment of the Rights Agreement, dated December 22,
2000, between the Company and Mellon Investor Services, LLC,
as successor by merger to Chemical Bank. (Incorporated by
reference to Exhibit 2 to Amendment No. 2 to the Registrant's
Registration Statement on Form 8-A, filed with the Securities
and Exchange Commission on December 22, 2000))
5 Opinion of Debevoise & Plimpton (filed herewith).
23.1 Consent of KPMG LLP (filed herewith).
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23.2 Consent of Debevoise & Plimpton (included in Exhibit 5).
24 Powers of Attorney (filed herewith - see pages 7-8 of the
Registration Statement).
99.1 Landstar System, Inc. 1994 Directors Stock Option Plan.
(Incorporated by reference to Exhibit 99 to the Registrant's
Registration Statement on Form S-8 (Registration No.
33-94304))
99.2 First Amendment to the Landstar System, Inc. 1994 Directors
Stock Option Plan. (Incorporated by reference to Exhibit 10.8
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 30, 2000)
99.3 Second Amendment to the Landstar System, Inc. 1994 Directors
Stock Option Plan. (Incorporated by reference to Exhibit 10.9
to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 30, 2000)
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