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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2001
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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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UNITED PARCEL SERVICE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-2480149
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
55 GLENLAKE PARKWAY, N.E. 30328
ATLANTA, GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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FRITZ COMPANIES, INC. SALARY INVESTMENT & RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
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JOSEPH R. MODEROW
UNITED PARCEL SERVICE, INC.
55 GLENLAKE PARKWAY, N.E.
ATLANTA, GEORGIA 30328
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(404) 828-6000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JEFFREY M. STEIN, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303
(404) 572-4600
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CALCULATION OF REGISTRATION FEE
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Title Of Each Amount To Be Proposed Maximum Proposed Maximum Amount Of
Class Of Securities To Be Registered (1) Offering Price Per Aggregate Registration
Registered Share (2) Offering Price Fee
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Class B Common Stock, $.01 par
value per share (3).............. 200,000 $57.79 $11,558,000 $2,890
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, the
number of shares being registered shall include an indeterminate number of
additional shares of United Parcel Service, Inc.'s class B common stock
that
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may become issuable as a result of any stock splits, stock dividends, or
other similar transactions in accordance with the anti-dilution
provisions of the plans listed above.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee, on the
basis of the average of the high and low selling prices per share of United
Parcel Service, Inc.'s common stock on July 19, 2001, as reported on the
New York Stock Exchange.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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INTRODUCTORY STATEMENT
On May 24, 2001, United Parcel Service, Inc., a Delaware corporation
completed its acquisition of Fritz Companies, Inc., a Delaware corporation,
contemplated by the Agreement and Plan of Merger dated January 10, 2001, by and
among UPS, a wholly owned subsidiary of UPS and Fritz. Upon consummation of the
acquisition, Fritz became our wholly owned subsidiary.
Pursuant to the merger agreement, each share of Fritz common stock, par
value $.01 per share, held by the Fritz Companies, Inc. Salary Investment &
Retirement Plan was converted into 0.2 of a share of UPS class B common stock,
par value $.01 per share. Each share of UPS class B common stock held by the
Salary Investment & Retirement Plan continues to be subject to the same terms
and conditions as were in effect immediately prior to the acquisition.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees and/or directors of Fritz as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. In accordance with the
instructions of Part I of Form S-8, such documents will not be filed with the
SEC either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute a prospectus as
required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the SEC are incorporated herein by
reference:
- UPS's Annual Report on Form 10-K for the year ended December
31, 2000;
- the Fritz Companies, Inc. Salary Investment & Retirement
Plan's Annual Report on Form 11-K for the year ended December
31, 2000;
- UPS's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
- UPS's Current Reports on Form 8-K, dated January 29, 2001 and
June 26, 2001; and
- the description of United Parcel Service of America, Inc.'s
common stock, $.10 par value per share, contained in Item 14
of its Registration Statement on Form 8-A, filed with the SEC
in April 1970, as updated by Item 5 of its Annual Report on
Form 10-K for the year ended December 31, 1998, and as
modified by the description of the class
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B common stock contained in UPS's Registration Statement on
Form S-4 (No. 333-58268). UPS succeeded to the 1934 Act
registration of United Parcel Service of America, Inc.
pursuant to Rule 12g-3 under the Securities Exchange Act of
1934, as amended.
In addition, any and all documents filed by UPS pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the termination of the offering of the
shares of common stock offered hereby shall, to the extent required by law, be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof.
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 subsequently filed document which also is deemed to
be incorporated by reference herein modifies 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 attorneys' fees), judgments, 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 General 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 to which any person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
and permits a corporation to advance expenses to or on behalf of a person
entitled 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.
UPS's Restated Certificate of Incorporation does not provide for
indemnification of UPS's
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directors and officers, but UPS's Bylaws provide that UPS must indemnify its
directors and officers to the fullest extent authorized by the Delaware General
Corporation Law, subject to very limited exceptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
Undertaking Regarding Status of Favorable Determination Letter Covering
the Plan.
Fritz received a favorable determination letter from the IRS concerning
the qualification of the Fritz Companies, Inc. Salary Investment & Retirement
Plan. UPS will submit the plan, as amended and restated, to the IRS in a timely
manner with a request for a favorable determination that the plan continues to
qualify.
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(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;
and
(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 Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference into this
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
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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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC 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
Pursuant to the requirements of the Securities Act, the undersigned
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 Atlanta, State of Georgia, on this the 23rd day of
July, 2001.
UNITED PARCEL SERVICE, INC.
/s/ James P. Kelly
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James P. Kelly
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints D. SCOTT DAVIS and JOSEPH R. MODEROW, and
each of them, as 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) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, including
any and all post-effective amendments, and any related Rule 462(b) registration
statement and any amendment thereto, with the Securities and Exchange
Commission, granting unto said 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, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or 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 by the following persons in the capacities indicated
as of July 23, 2001:
Signature Title
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------------------------- Director
William H. Brown, III
/s/ D. Scott Davis
------------------------- Senior Vice President, Chief Financial Officer
D. Scott Davis and Treasurer
(Principal Financial and Accounting Officer)
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/s/ Calvin Darden
------------------------- Senior Vice President and Director
Calvin Darden
/s/ Michael L. Eskew
------------------------- Vice Chairman, Executive Vice President and Director
Michael L. Eskew
/s/ James P. Kelly
------------------------- Chairman of the Board, Chief Executive Officer
James P. Kelly and Director
(Principal Executive Officer)
------------------------- Director
Ann M. Livermore
------------------------- Director
Gary E. MacDougal
/s/ Joseph R. Moderow
------------------------- Senior Vice President, Secretary and Director
Joseph R. Moderow
/s/ Kent C. Nelson
------------------------- Director
Kent C. Nelson
------------------------- Director
Victor A. Pelson
/s/ Lea N. Soupata
------------------------- Senior Vice President and Director
Lea N. Soupata
------------------------- Director
Robert M. Teeter
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------------------------- Director
John W. Thompson
/s/ Thomas H. Weidemeyer
------------------------- Senior Vice President, Chief Operating Officer and
Thomas H. Weidemeyer Director
Pursuant to the requirements of the Securities Act, the Fritz
Companies, Inc. Salary Investment & Retirement Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on this the
23rd day of July 2001.
FRITZ COMPANIES, INC. SALARY
INVESTMENT & RETIREMENT PLAN
/s/ Jan H. Raymond
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Jan H. Raymond
Executive Vice President and
Secretary of Fritz Companies, Inc.
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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3.1 Form of United Parcel Service, Inc.'s Restated Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 of
Amendment No. 3 to United Parcel Service, Inc.'s Registration
Statement on Form S-4 (No. 333-83349), filed on September 21,
1999).
3.2 Form of the United Parcel Service, Inc.'s Bylaws (incorporated
by reference to Exhibit 3.2 of Amendment No. 1 to the United
Parcel Service, Inc.'s Registration Statement on Form S-4 (No.
333-83349), filed on September 1, 1999).
4.1 Fritz Companies, Inc. Salary Investment & Retirement Plan
(incorporated by reference to Exhibit 99.1 to the Fritz
Companies, Inc. Registration Statement on Form S-8 (No.
333-38316), filed on June 1, 2000).
5.1 Opinion of King & Spalding as to the legality of the
securities being registered.
5.2 Undertaking Regarding Status of Favorable Determination Letter
Covering the Plan. Fritz received a favorable determination
letter from the IRS concerning the qualification of the Fritz
Companies, Inc. Salary Investment & Retirement Plan. UPS will
submit the plan, as amended and restated, to the IRS in a
timely manner with a request for a favorable determination
that the plan continues to qualify.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of King & Spalding (included in Exhibit 5.1).
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