S-8 1 form-s8.txt FORM S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KANSAS CITY SOUTHERN INDUSTRIES, INC. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 44-0663509 ------------------------------------ --------------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 114 WEST 11TH STREET, KANSAS CITY, MISSOURI 64105 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) THIRTEENTH OFFERING UNDER THE EMPLOYEE STOCK PURCHASE PLAN -------------------------------------------------------------------------------- (Full Title of the Plan) Jay M. Nadlman, Esq. Kansas City Southern Industries, Inc. 114 West 11th Street, Kansas City, Missouri 64105 (816) 983-1384 -------------------------------------------------------------------------------- (Name, Address and Telephone, Including Area Code, of Agent For Service) Copies to: John F. Marvin, Esq. Diane M. Bono, Esq. Sonnenschein Nath & Rosenthal 4520 Main Street, Suite 1100 Kansas City, Missouri 64111 (816) 460-2400 CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------- Title of Each Proposed Proposed Class of Maximum Maximum Securities Amount Offering Aggregate Amount of To be To be Price Offering Registration Registered Registered(1) Per Unit Price Fee(2) ------------------ ---------------- -------------- -------------- -------------- Common Stock 3,000,000 $10.68 $32,040,000 $8,010 ($0.01 par value) ------------------ ---------------- -------------- -------------- -------------- (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) The amount of the registration fee is estimated in accordance with Rules 457(c) and 457(h)(1). For the purpose of calculating the amount of the registration fee, it was assumed that the 3,000,000 shares available for this offering would be purchased at $10.68 (85% of the average of the high and low prices of the Registrant's common stock on November 7, 2001 as reported by the New York Stock Exchange). INCORPORATION BY REFERENCE The contents of the Registrant's registration statement on Form S-8 (File No. 33-54168) are hereby incorporated by reference into this registration statement. ITEM 8. EXHIBITS The exhibits are listed in the Exhibit Index of this registration statement, which Exhibit Index is incorporated herein by reference. 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 Kansas City, state of Missouri, on November 8, 2001. KANSAS CITY SOUTHERN INDUSTRIES, INC. By: /S/ M.R. HAVERTY ----------------------------------------------- Michael R. Haverty President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael R. Haverty, Gerald K. Davies, Robert H. Berry and Louis G. Van Horn, and each of them, his or her 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 or 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, 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 any 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 of 1933, this registration statement has been signed on November 8, 2001 by the following persons in the capacities indicated. SIGNATURE TITLE Chairman of the Board of Directors; /S/ M.R. HAVERTY President and Chief Executive Officer ------------------------------------ Michael R. Haverty Senior Vice President and Chief Financial /S/ ROBERT H. BERRY Officer ------------------------------------ Robert H. Berry /S/ LOUIS VAN HORN Vice President and Comptroller ------------------------------------ Louis G. Van Horn /S/ A. EDWARD ALLINSON Director ------------------------------------ A. Edward Allinson /S/ MICHAEL G. FITT Director ------------------------------------ Michael G. Fitt /S/ JAMES R. JONES Director ------------------------------------ James R. Jones /S/ LANDON ROWLAND Director ------------------------------------ Landon H. Rowland /S/ RODNEY E. SLATER Director ------------------------------------ Rodney E. Slater /S/ BYRON G. THOMPSON Director ------------------------------------ Byron G. Thompson THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Kansas City, state of Missouri, on November 8, 2001. EMPLOYEE STOCK PURCHASE PLAN By: /S/ JAMES R. JONES -------------------------------------------------- Name: James R. Jones Title: Director, Chairman of the Committee administering the Plan INDEX TO EXHIBITS EXHIBIT NO. DOCUMENT 4.1 Articles Fourth, Eighth, Eleventh, Twelfth, Thirteenth, Fourteenth and Fifteenth of the Registrant's Restated Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the Registrant's Registration Statement on Form S-4 filed on January 25, 2001 (File No. 333-54262), are hereby incorporated by reference as Exhibit 4.1 4.2 Article I, Sections 1, 3 and 11 of Article II, Article V and Article VIII of the Registrant's Bylaws, filed as Exhibit 3.2 to Registrant's Form 10-Q for the quarter ended March 31, 2001 (File No. 1-4717), are hereby incorporated by reference as Exhibit 4.2 4.3 Rights Agreement by and between the Registrant and Harris Trust and Savings Bank dated as of September 19, 1995, filed as Exhibit 99 to the Registrant's Form 8-A dated October 24, 1995 (File No. 333-54262), is hereby incorporated by reference as Exhibit 4.3 5.1 Opinion of Sonnenschein Nath & Rosenthal 23.1 Consent of PricewaterhouseCoopers LLP 23.2 Consent of PricewaterhouseCoopers, S.C. 23.3 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1) 99 Employee Stock Purchase Plan, as amended and restated on September 26, 2001