Document/Exhibit Description Pages Size
1: S-8 POS United Parcel Service of America,Inc., Form S-8/A 7 37K
2: EX-4.(V) Subscription Agreement - Cash Purchase 3± 16K
3: EX-4.(VI) Subscription Agreement-Eligible Fiduciary 3± 15K
4: EX-4.(VII) Subscription Agreement & Payroll Deduction Author. 4± 18K
5: EX-23.(A) Consent of Deloitte & Touche LLP 1 6K
6: EX-99 Ups Employee Stock Purch. Plan (Amend. & Restated) 6 33K
S-8 POS — United Parcel Service of America,Inc., Form S-8/A
Document Table of Contents
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1996
REGISTRATION NO. 33-62169
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
UNITED PARCEL SERVICE OF AMERICA, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 95-1732075
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 GLENLAKE PARKWAY, N.E. 30328
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive offices)
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EMPLOYEES STOCK PURCHASE PLAN
(Full title of plan)
---------------------
JEFFREY L. SCHULTE, ESQUIRE
SCHNADER HARRISON SEGAL & LEWIS
SUITE 2800
ONE PEACHTREE CENTER
303 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308-3252
404-215-8107
(Telephone number, including area code, of agent for service)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein and made a part hereof:
(a) The annual report of United Parcel Service of America, Inc.
("UPS") on Form 10-K for the year ended December 31, 1995;
(b) The quarterly report of UPS on Form 10-Q for the quarter ended
March 31, 1996 and all other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 by UPS since the end of the
year covered by its annual report referred to in (a) above.
(c) The Description of Securities contained in Item 14 of the Form 10
dated April, 1970, as updated by Item 5 of the Form 10-K for the year ended
December 31, 1995.
In addition, any and all documents subsequently filed by UPS pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and made a part hereof from the date of
filing of such documents, to the extent required by law.
ITEM 4. DESCRIPTION OF SECURITIES.
As the securities to be distributed pursuant to this registration statement
are registered under Section 12 of the Securities Exchange Act of 1934, this
item is inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
William H. Brown, III, a director of UPS, is a partner of Schnader,
Harrison, Segal & Lewis. As of May 13, 1996, Mr. Brown owned 24,500 shares of
common stock of UPS.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law generally provides that
all directors and officers (as well as other employees and individuals) may be
indemnified against expenses (including attorney's fees) judgements, fines and
amounts paid in settlement in connection with certain specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of an action
and the Delaware Corporation Law requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. Section 145 of the Delaware General Corporation Law also
provides that the rights conferred thereby are not exclusive of any other right
which any person may be entitled to under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and permits a corporation
to advance expenses to or on behalf of a person to be indemnified upon receipt
of an undertaking to repay the amounts advanced if it is determined that the
person is not entitled to be indemnified.
The Certificate of Incorporation of UPS provides that each person who was
or is made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding by reason of the fact that he is or was a director or
officer of UPS (or is or was serving at the request of UPS as director, officer,
employee or agent of another entity), shall be indemnified and held harmless by
UPS to the fullest extent authorized by the Delaware General Corporation Law, as
in effect (or to the extent that indemnification is broadened, as it may
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be amended), against all expense, liability and loss (including attorneys' fees,
judgements, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in connection
therewith. Except with respect to actions initiated by an officer or director
against UPS to recover the amount of an unpaid claim, UPS is required to
indemnify an officer or director in connection with an action, suit or
proceeding initiated by such person only if such action, suit or proceeding was
authorized by the Board of Directors of UPS. The Certificate further provides
that an officer or director may (thirty days after a written claim has been
received by UPS) bring suit against UPS to recover an unpaid claim and, if such
suit is successful, the expense of bringing such suit. While it is a defense to
such suit that claimant has not met the applicable standards of conduct which
make indemnification permissible under the Delaware General Corporation Law,
neither the failure of the Board of Directors to have made a determination that
indemnification is proper, nor an actual determination that the claimant has not
met the applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. The Certificate also provides that the rights conferred thereby, are
contract rights, that they are not exclusive of any other rights which an
officer or director may have or hereafter acquire under any statute, any other
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and that they include the
right to be paid by UPS the expenses incurred in defending any specified action,
suit or proceeding in advance of its final disposition provided that, if the
Delaware General Corporation Law so requires, such payment shall only be made
upon delivery to UPS by the officer or director of an undertaking to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under the Certificate or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
As no restricted securities are to be reoffered or resold pursuant to this
registration statement, this item is inapplicable.
ITEM 8. EXHIBITS.
The exhibits required by Item 601 of Regulation S-K and this Item are
included following the Exhibit Index at Page II-6 hereof.
ITEM 9. UNDERTAKINGS.
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 of 1933;
(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;
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a
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post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by 17 C.F.R. sec. 210.3-19 at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post effective amendment, financial statements
required pursuant to this Paragraph (4) and other information necessary to
ensure that all other information in the prospectus is at least as current
as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and information
required by Section 10(a)(3) of the Act or 17 C.F.R. sec. 210.3-19 if such
financial statements and information are contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act that are
incorporated by reference in the Form F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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 the time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, United Parcel
Service of America, Inc. 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 Atlanta, State of Georgia, on this 3rd
day of June, 1996.
UNITED PARCEL SERVICE OF AMERICA, INC.
(Registrant)
By: /s/ KENT C. NELSON
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Kent C. Nelson
Chairman of the Board
Date: June 3, 1996
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
--------------------------------------------- ------------------------ ---------------------
/s/ JOHN W. ALDEN Senior Vice President June 3, 1996
--------------------------------------------- and Director
John W. Alden
--------------------------------------------- Director June 3, 1996
William H. Brown, III
/s/ ROBERT J. CLANIN Senior Vice President, June 3, 1996
--------------------------------------------- Treasurer and Director
Robert J. Clanin (Chief Financial and
Accounting Officer)
Director June 3, 1996
---------------------------------------------
Carl Kaysen
/s/ JAMES P. KELLY Executive Vice June 3, 1996
--------------------------------------------- President, Chief
James P. Kelly Operating Officer and
Director
Director June 3, 1996
---------------------------------------------
Gary E. MacDougal
/s/ JOSEPH R. MODEROW Senior Vice President, June 3, 1996
--------------------------------------------- Secretary and Director
Joseph R. Moderow
/s/ KENT C. NELSON Chairman of the Board June 3, 1996
--------------------------------------------- and Director (Chief
Kent C. Nelson Executive Officer)
Director June 3, 1996
---------------------------------------------
Victor A. Pelson
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SIGNATURE TITLE DATE
--------------------------------------------- ------------------------ ---------------------
Director June 3, 1996
---------------------------------------------
John W. Rogers
/s/ CHARLES L. SCHAFFER Senior Vice President June 3, 1996
--------------------------------------------- and Director
Charles L. Schaffer
Director June 3, 1996
---------------------------------------------
Robert M. Teeter
/s/ CALVIN E. TYLER, JR. Senior Vice President June 3, 1996
--------------------------------------------- and Director
Calvin E. Tyler, Jr.
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EXHIBIT INDEX
EXHIBITS INCORPORATED HEREIN BY REFERENCE
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DESIGNATION OF
DESIGNATION DOCUMENT WITH WHICH EXHIBIT WAS SUCH EXHIBIT IN
OF EXHIBIT DESCRIPTION OF EXHIBIT PREVIOUSLY FILED WITH COMMISSION THAT DOCUMENT
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4(i) Specimen Certificate of UPS Registrant's Registration Exhibit 3(a)
Common Stock Statement on Form 10, as filed
on April 29, 1970
4(ii) Certificate of Incorporation, as Registrant's Registration Exhibit 4(iv)
Amended through May 15, 1987 Statement on Form S-8
(Registration Statement No.
33-19622)
4(iii) By-Laws, as Amended through Registrant's Current Report on Exhibit 3(ii)
December 19, 1995 Form 8-K (Date of Earliest Event
Reported December 19, 1995),
filed December 21, 1995
4(iv) UPS Employees Stock Trust Registrant's Registration Exhibit 4(iv)
Statement on Form S-8, No.
33-62169
EXHIBITS FILED HEREWITH
4(v) Subscription Agreement -- Cash
Purchase
4(vi) Subscription
Agreement -- Eligible Fiduciary
4(vii) Subscription Agreement and
Payroll Deduction Authorization
23(a) Consent of Deloitte & Touche LLP
Re: United Parcel Service of
America, Inc.
99 UPS Employees Stock Purchase
Plan, as Amended and Restated
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Dates Referenced Herein and Documents Incorporated by Reference
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