Registration No. 333-_________
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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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INTERPOOL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3467669
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
211 College Road East
Princeton, New Jersey 08540
(609) 452-8900
(Address of registrant's Principal Executive Offices)
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INTERPOOL, INC. EMPLOYEE SAVINGS PLAN
(Full Title of the Plan)
Martin Tuchman
Chairman and Chief Executive Officer
Interpool, Inc.
211 College Road East
Princeton, New Jersey 08540
(609) 452-8900
(Name and Address of Agent For Service)
With a Copy To:
Richard Grossman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(212) 735-3000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered(1) Price Per Share(2) Price Registration Fee
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Common stock, 1,500,000 shares $12.185 $18,281,259 $4,570.31
par value $0.001 per
share
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Total
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933
(the "Securities Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to
the employee benefit plan described herein. Pursuant to Rule 416,
there are also registered hereby an indeterminate number of shares of
common stock as may become issuable by reason of the adjustment
provisions of such employee benefit plan. Pursuant to Rule 457(h)(2)
under the Securities Act, no separate registration fee is required
with respect to the plan interests being registered hereby.
(2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the amount of the registration fee, based upon the
average of the high and low prices of the common stock as reported on
the New York Stock Exchange on November 12, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Interpool, Inc., a Delaware corporation (the "Registrant" or the
"Company") will deliver the document containing the information in Part I
of this registration statement on Form S-8 to each participant in the
Interpool, Inc. Employee Savings Plan (the "Plan") as specified by Rule
428(b) (1) of the Securities Act. Such document is not being filed with or
included in this registration statement (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission"). Such document and the documents
incorporated by reference into this registration statement pursuant to Item
3 of Part II of this registration statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
Item 1. Plan Information.
Not filed as part of this registration statement pursuant to Note to Part 1
of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not filed as part of this registration statement pursuant to Note to Part 1
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the
Registrant pursuant to the Exchange Act of 1934, as amended (the "Exchange
Act") are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000.
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2001 and June 30, 2001.
(c) The description of the Registrant's common stock, par value $0.001
per share, contained in Amendment No. 2 to the Registration
Statement on Form 8-A, dated May 4, 1993, including any amendment
or report filed with the Commission for the purpose of updating
such description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this registration
statement 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 such documents.
Item 4. Description Of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Restated Certificate of Incorporation limits the
liability of directors (in their capacity as directors but not in their
capacity as officers) to the Company or its stockholders to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL").
Specifically, no director of the Company will be personally liable for
monetary damages for breach of the director's fiduciary duty as a director,
except for liability; (i) for any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law; (iii) under Section 174 of the DGCL, which relates to unlawful
payments of dividends or unlawful stock repurchases or redemptions; or (iv)
for any transaction from which the director derived an improper personal
benefit. The inclusion of this provision in the Restated Certificate of
Incorporation may have the effect of reducing the likelihood of derivative
litigation against directors, and may discourage or deter stockholders or
management from bringing a lawsuit against directors for breach of their
duty of care, even though such an action, if successful, might otherwise
have benefitted the Company and its stockholders.
Under the Restated Certificate of Incorporation, the Company
will indemnify those persons whom it shall have the power to indemnify to
the fullest extent permitted by Section 145 of the DGCL, which may include
liabilities under the Securities Act. Accordingly, in accordance with
Section 145 of the DGCL, the Company will 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, whether civil, criminal,
administrative or investigative (other than a "deriva tive" action by or in
the right of the Company) by reason of the fact that such person is or was
a director, officer, employee or agent of the Company, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with such action, suit or proceeding if such
person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe was unlawful. A similar standard of care is applicable in the case
of derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such an action and then, where the person is adjudged to be
liable to the Company, only if and to the extent that the Court of Chancery
of the State of Delaware or the court in which such action was brought
determines that such person is fairly and reasonably entitled to such
indemnity and then only for such expenses as the court deems proper.
The Restated Certificate of Incorporation provides that the
Company will advance expenses to the fullest extent permitted by Section
145 of the DGCL. Accordingly, the Company, in accordance therewith, will
pay for the expenses incurred by an indemnified person in defending the
proceedings specified in the preceding paragraph in advance of their final
disposition, provided that, if the DGCL so requires, such person agrees to
reimburse the Company if it is ultimately determined that such person is
not entitled to indemnification. In addition, pursuant to the DGCL the
Company may purchase and maintain insurance on behalf of any person who is
or was a director, employee or agent of the Company against any liability
asserted against and incurred by such person in such capacity, or arising
out of the person's status as such whether or not the Company would have
the power or obligation to indemnify such person against such liability
under the provisions of DGCL. The Company has obtained insurance for the
benefit of the Company's officers and directors insuring such persons
against certain liabilities, including liabilities under the securities
laws.
The Company has entered into agreements to indemnify its outside
directors which are intended to provide the maximum indemnification
permitted by Delaware law. These agreements, among other things, indemnify
each of the Company's outside directors for certain expenses (including
attorneys' fees), judgments, fines and settlement amounts incurred by such
director in any action or proceeding, including any action by or in the
right of the Company, on account of such director's service as a director
of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation of the Company, filed
on May 4, 1993.
4.2 Form of Amended and Restated Bylaws of the Company
(incorporated herein by reference as Exhibit 3.2 to the
Company's Registration Statement on Form S- 1(Registration
No. 33-59598), filed on March 15, 1993).
*4.3 The Company's Employee Savings Plan.
*5.1 Opinion of Company Counsel, Kathleen Francis.
*23.1 Consent of Kathleen Francis (included in Exhibit 5.1 opinion).
*23.2 Consent of Independent Public Accountants.
*24.1 Power of Attorney (included as part of the Signature Page of
this registration statement).
* filed herewith
Item 9. Undertakings.
(a) 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 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.
(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) 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) 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 provisions discussed in Item 6 of
this registration statement, 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.
(d) The undersigned registrant hereby undertakes that, for purposes of
conforming to the requirements of this registration statement and Item 601
of Regulation S-K, registrant will submit the Plan and any amendment
thereto to the Internal Revenue Service (the "IRS") in a timely manner and
will make all changes required by the IRS in order to qualify the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Princeton, State of New Jersey, on this 13th day
of November, 2001.
INTERPOOL, INC.
By: /s/ Martin Tuchman
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Name: Martin Tuchman
Title: Chairman and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Martin Tuchman and Raoul J.
Witteveen, and each of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) of and supplements to this
registration statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents and each of
them full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, to all
intents and purposes and as fully as they might or could do in person,
hereby ratifying and confirming all that such 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, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chairman of the Board, Chief
/s/ Martin Tuchman Executive Officer and Director November 13, 2001
----------------------------- (Principal Executive Officer)
Martin Tuchman
/s/ Raoul J. Witteveen President, Chief Operating
----------------------------- Officer and Director November 13, 2001
Raoul J. Witteveen
/s/ Mitchell I. Gordon Chief Financial Officer, Executive
----------------------------- Vice President and Director November 13, 2001
Mitchell I. Gordon (Principal Financial Officer)
General Counsel, Secretary
----------------------------- and Director _____________, 2001
Arthur L. Burns
/s/ Brian Tracy Senior Vice President November 13, 2001
--------------------------- (Principal Accounting Officer)
Brian Tracy
/s/ Warren L. Serenbetz Director November 13, 2001
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Warren L. Serenbetz
/s/ Peter D. Halstead Director November 13, 2001
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Peter D. Halstead
Director _____________, 2001
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Joseph J. Whalen
/s/ Clifton H.W. Maloney
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Clifton H.W. Maloney Director November 13, 2001
The Plan. Pursuant to the requirements of the Securities Act, the
trustee (or other person who administers the Interpool, Inc. Employee
Savings Plan) has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Princeton, State of New Jersey, on this 13th day of November, 2001.
INTERPOOL, INC.
By: /s/ Martin Tuchman
---------------------------------
Name: Martin Tuchman
Title: Chairman and
Chief Executive Officer
Index to Exhibits
Exhibit
Number Description
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4.1 Restated Certificate of Incorporation of the Company, filed
on May 4, 1993.
4.2 Form of Amended and Restated Bylaws of the Company
(incorporated herein by reference as Exhibit 3.2 to the
Company's Registration Statement on Form S- 1(Registration
No. 33-59598), filed on March 15, 1993).
*4.3 The Company's Employee Savings Plan.
*5.1 Opinion of Company Counsel, Kathleen Francis.
*23.1 Consent of Kathleen Francis (included in Exhibit 5.1 opinion).
*23.2 Consent of Independent Public Accountants.
*24.1 Power of Attorney (included as part of the Signature Page of
this registration statement).
*filed herewith