sv8pos
As filed with the Securities and Exchange Commission on July 29, 2011
Registration No. 333-105619
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LANDSTAR SYSTEM, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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06-1313069 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
13410 Sutton Park Drive South
Jacksonville, Florida 32224
(Address of Principal Executive Offices
including Zip Code)
Landstar System, Inc.
2002 Employee Stock Option and Stock Incentive Plan
(Full title of the Plan)
James B. Gattoni
Vice President and Chief Financial Officer
13410 Sutton Park Drive South
Jacksonville, Florida 32224
(904) 398-9400
(Name, address and telephone number of agent for service)
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Large accelerated filer x
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Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o |
TABLE OF CONTENTS
PART I
EXPLANATORY NOTE
Landstar System, Inc. (the Registrant) is filing this Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (SEC File No. 333-105619) to deregister shares of the
Registrants Common Stock, par value $.01 per share (the Shares) registered for issuance under the
Landstar System, Inc. 2002 Amended and Restated Employee Stock Option and Stock Incentive Plan (the
2002 Plan) that are remaining available for issuance thereunder and are not subject to currently
outstanding stock options.
The Board of Directors of the Registrant adopted the Landstar System, Inc. 2011 Equity
Incentive Plan (the 2011 Plan), which replaces the 2002 Plan. The Registrants stockholders
approved the 2011 Plan on May 26, 2011. The Registrant is concurrently filing a Registration
Statement on Form S-8 to carry forward the 2,239,117 Shares deregistered pursuant to this
Post-Effective Amendment No. 1 for issuance pursuant to the 2011 Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit No. |
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Description of Exhibit |
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*24
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Powers of Attorney (included on signature page). |
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EXHIBIT 24
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, Florida on the
29th day of July, 2011.
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LANDSTAR SYSTEM, INC.
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By: |
/s/ James B. Gattoni
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James B. Gattoni |
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Vice President and Chief Financial Officer |
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Each person whose signature appears below does hereby make, constitute and appoint James B.
Gattoni and Michael K. Kneller and each of them, with full power to act without the other, 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 or officer of Landstar System, Inc. (the Company), the
Registration Statement of the Company on Form S-8 (the Registration Statement) in connection with
the Landstar System, Inc. 2002 Employee 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 Commission) pursuant to the Securities Act of 1933, as amended (the Securities 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 Commission 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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EXHIBIT 24
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signatures |
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Title |
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/s/ Henry H. Gerkens
Henry H. Gerkens |
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Chairman of the Board & Chief
Executive Officer (Principal
Executive Officer) and President
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July 29, 2011 |
/s/ James B. Gattoni
James B. Gattoni |
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Vice President & Chief Financial
Officer (Principal Accounting
Officer)
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July 29, 2011 |
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David G. Bannister |
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Director
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July 29, 2011 |
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Jeffrey C. Crowe |
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Director
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July 29, 2011 |
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William S. Elston |
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Director
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July 29, 2011 |
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Diana M. Murphy |
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Director
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July 29, 2011 |
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Michael A. Henning |
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Director
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July 29, 2011 |
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The undersigned, by signing his name hereto, does hereby execute this Post-Effective Amendment No.
1 to the Registration Statement pursuant to powers of attorney filed as exhibits to this
Registration Statement. |
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By: |
/s/ Michael K. Kneller
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Michael K. Kneller |
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Attorney-in-fact |
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Index to Exhibits
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Exhibit No. |
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Description of Exhibit |
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*24
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Powers of Attorney (included on signature page) |
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