As filed with the Securities and Exchange Commission on May 28
, 2008
United States
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation or organization)
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91-1069248
(I.R.S. Employer Identification No.)
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1015 Third Avenue, 12th Floor
Seattle, Washington 98104
(Address of Principal Executive Offices) (Zip Code)
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
2008 Stock Option
Plan
2008 Directors’
Restricted Stock Plan
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(Full title of the plans)
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Amy J. Tangeman, General Counsel
Expeditors International of Washington, Inc.
1015 Third Avenue, 12th Floor, Seattle, Washington 98104
(Name and address of agent for service)
(206) 674-3400
(Telephone number, including area code, of agent for
service)
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CALCULATION OF REGISTRATION FEE
Title of securities to be registered
(1)
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Amount to
be registered
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Common Shares reserved for issuance pursuant to the 2008 Stock
Option Plan
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3,000,000
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$45.72
(2)
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$137,160,000
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$5,390.39
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Common Shares reserved for issuance pursuant to the 2008
Directors’ Restricted Stock Plan
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200,000
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$45.72
(2)
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$9,144,000
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$359.36
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Total Common Shares
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3,200,000
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$45.72
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$146,304,000
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$5,749.75
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(1)
Common Shares, $0.01 par value, offered by the Registrant
pursuant to the 2008 Stock Option Plan and 2008 Directors’ Restricted Stock Plan
described herein.
(2)
The proposed maximum offering
price per share and the registration fee were calculated in accordance with Rule 457(c) and
(h) under the Securities Act of 1933, as amended, based on the average of the high and low
prices of the Registrant’s Common Shares as reported by the NASDAQ Global Select
Market on May 22, 2008, which was $45.72 per share.
INTRODUCTORY STATEMENT
This registration statement on Form S-8 registers 3,200,000 shares of common
stock (“Common Shares”) of Expeditors International of Washington, Inc. (the
“Registrant”) reserved for issuance pursuant to the Registrant’s 2008
Stock Option Plan and 2008 Directors’ Restricted Stock Plan.
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
“Securities Act of 1933”), this registration statement also covers any
additional securities that may be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
PART
I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item
1. Plan Information.
*
Item
2. Registrant Information and Employee Plan Annual
Information.
*
*
This information is not required to be included in,
and is not incorporated by reference in, this registration statement.
PART
II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The following documents, which have been filed with the United States
Securities and Exchange Commission (the “Commission”), are incorporated herein
by reference:
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(a)
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The Registrant’s annual report for the year ended
December 31, 2007, filed with the Commission on February 29, 2008 pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act
of 1934”).
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(b)
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All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant’s annual report incorporated by reference herein pursuant
to (a) above.
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(c)
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The description of the Registrant’s securities
contained in the Registrant’s registration statement on Form 8-A
filed with the Commission on April 28, 1985 under Section 12(g) of the
Exchange Act of 1934, including any amendment or report filed for the
purpose of updating such description.
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All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934, 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 in this registration statement and to be a part hereof from the date 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 the
purposes of this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item
4. Description of Securities.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel.
Not Applicable.
Item 6.
Indemnification of Directors and Officers.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the “Washington Act”) authorize a court to award, or a
corporation’s board of directors to grant, indemnification to directors and officers
on terms sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933. Article XII of the Registrant’s
Restated Articles of Incorporation and Article IX of the Registrant’s Amended and
Restated Bylaws together provide for indemnification of the Registrant’s directors,
officers, employees and agents to the maximum extent permitted by Washington law. The
directors and officers of the Registrant also may be indemnified against liability they may
incur for serving in that capacity pursuant to a liability insurance policy maintained by
the Registrant for such purpose.
II-2
Section 23B.08.320 of the Washington Act authorizes a corporation to limit a
director’s liability to the corporation or its shareholders for monetary damages for
acts or omissions as a director, except in certain circumstances involving intentional
misconduct, self-dealing or illegal corporate loans or distributions, or any transaction
from which the director personally receives a benefit in money, property or services to
which the director is not legally entitled.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted for directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
The Registrant has entered into a contract with each director memorializing
the indemnification provision referenced above.
Item 7.
Exemption from Registration Claimed.
Not Applicable.
Item 8.
Exhibits.
Exhibit Number
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Exhibit
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4.1
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Expeditors International of Washington, Inc. 2008 Stock
Option Plan (incorporated by reference to Appendix A to the
Registrant’s definitive proxy statement on Schedule 14A filed with
the Commission on March 21, 2008)
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4.2
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Expeditors International of Washington, Inc. 2008
Directors’ Restricted Stock Plan (incorporated by reference to
Appendix B to the Registrant’s definitive proxy statement on Schedule
14A filed with the Commission on March 21, 2008)
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4.3
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Form of Expeditors International of Washington, Inc. Stock
Option Agreement
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4.4
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Form of Expeditors International of Washington, Inc.
Restricted Stock Award Agreement
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5.1
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Opinion of Amy J. Tangeman, General Counsel
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Amy J. Tangeman, General Counsel (contained in
her opinion filed as Exhibit 5.1 to this registration statement)
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23.3
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Power of Attorney (see page II-7 of this registration
statement)
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Item 9.
Undertakings.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
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(i)
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To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933.
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(ii)
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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 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
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(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 (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the
Commission by
II-3
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.
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(2)
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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.
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(3)
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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.
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(4)
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That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
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(i)
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If the Registrant is relying on Rule 430B:
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(A)
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Each prospectus filed by the Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the
registration statement; and
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(B)
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Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the
date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial
bona fide
offering thereof.
Provided,
however,
that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date; or
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(ii)
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If the Registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or
other than prospectuses filed in reliance on Rule 430A, shall be deemed to
be part of and included in the registration statement as of the date it is
first used after effectiveness.
Provided,
however,
that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of
first use.
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(5)
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That, for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities:
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The undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
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(i)
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Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to Rule
424;
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(ii)
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Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used or referred
to by the undersigned Registrant;
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(iii)
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The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the undersigned
Registrant; and
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(iv)
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Any other communication that is an offer in the offering
made by the undersigned Registrant to the purchaser.
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II-4
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(b)
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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 Exchange 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 that time shall be deemed to be the
initial bona fide offering thereof.
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(c)
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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 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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II-5
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 Seattle, State of Washington, on May 27, 2008.
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
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Name: Peter J. Rose
Title: Chairman and Chief Executive Officer
II-6
SIGNATURES OF OFFICERS AND DIRECTORS
AND
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below hereby constitutes and appoints Peter J. Rose, R. Jordan Gates and Amy J. Tangeman,
or any of them, his or her true and lawful attorneys-in-fact and agents, each 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 any or all amendments or post-effective
amendments to this registration statement, and to file the same with all exhibits thereto
and other documents in connection therewith, with the United States Securities and Exchange
Commission, granting unto each of said attorneys-in-fact and agents full power to do and
perform each and every act and thing requisite and necessary 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 any one or more of said attorneys-in-fact and
agents or their substitutes 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 date indicated.
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Signature
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Title
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Date
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/s/ Peter J. Rose
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Director, Chairman and Chief Executive Officer
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May 27, 2008
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Peter J. Rose
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(Principal Executive Officer)
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/s/ R. Jordan Gates
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Director, President and Chief Operating Officer
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May 27, 2008
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R. Jordan Gates
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(Principal Financial and Accounting Officer)
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/s/ James L.K. Wang
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Director, President-Asia
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May 24, 2008
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James L. K. Wang
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/s/ James J. Casey
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Director
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May 25, 2008
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James J. Casey
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/s/ Michael J. Malone
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Director
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May 23, 2008
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Michael J. Malone
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/s/ Dan P. Kourkoumelis
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Director
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May 24, 2008
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Dan P. Kourkoumelis
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/s/ John W. Meisenbach
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Director
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May 23, 2008
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John W. Meisenbach
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/s/ Mark A. Emmert
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Director
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May 24, 2008
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Mark A. Emmert
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/s/ Robert R. Wright
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Director
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May 23, 2008
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Robert R. Wright
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II-7
EXHIBIT INDEX
Exhibit Number
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Exhibit
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4.1
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Expeditors International of Washington, Inc. 2008 Stock
Option Plan (incorporated by reference to Appendix A to the
Registrant’s definitive proxy statement on Schedule 14A filed with
the Commission on March 21, 2008)
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4.2
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Expeditors International of Washington, Inc. 2008
Directors’ Restricted Stock Plan (incorporated by reference to
Appendix B to the Registrant’s definitive proxy statement on Schedule
14A filed with the Commission on March 21, 2008)
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4.3
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Form of Expeditors International of Washington, Inc. Stock
Option Agreement
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4.4
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Form of Expeditors International of Washington, Inc.
Restricted Stock Award Agreement
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5.1
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Opinion of Amy J. Tangeman, General Counsel
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Amy J. Tangeman, General Counsel (contained in
her opinion filed as Exhibit 5.1 to this registration statement)
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23.3
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Power of Attorney (see page II-7 of this registration
statement)
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II-8
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