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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
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.
1993 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 Proposed
Title of maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per unit offering price registration fee
---------- ---------- -------- -------------- ----------------
Common Stock, par 500,000 (1) (2) $38,590,000 (3) $9,647.50
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. 1993 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. 33-76340).
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
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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. 1993 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
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Chairman of the Board & Chief August 22, 2001
/s/ Jeffrey C. Crowe Executive Officer (Principal
----------------------------- Executive Officer)
Jeffrey C. Crowe
President & Chief Financial August 22, 2001
/s/ Henry H. Gerkens Officer (Principal Financial
----------------------------- Officer); Director
Henry H. Gerkens
/s/ Robert C. LaRose Vice President Finance & August 23, 2001
----------------------------- Treasurer (Principal Accounting
Robert C. LaRose Officer)
Director August 22, 2001
/s/ David G. Bannister
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David G. Bannister
Director August 9, 2001
/s/ Ronald W. Drucker
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Ronald W. Drucker
Director August 15, 2001
/s/ Merritt J. Mott
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Merritt J. Mott
Director August 22, 2001
/s/ William S. Elston
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William S. Elston
Director August 22, 2001
/s/ Diana M. Murphy
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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. 1993 Stock Option Plan. (Incorporated by
reference to Exhibit 10.1 to the Registrant's Registration
Statement on Form S-1. (Registration No. 33-67666))
99.2 Amendment to the Landstar System, Inc. 1993 Stock Option Plan.
(Incorporated by reference to Exhibit 10.10 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 27,
1997)
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