-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWZYYWc4GOiPGzEzCD1rfXPZB3ArT+OHVJJCap2HWDKam8PbM6BS9oNwXSg8R7CW 8NBmMJvNvIjxzaEFxXd/aA== 0000793074-04-000090.txt : 20040803 0000793074-04-000090.hdr.sgml : 20040803 20040803163058 ACCESSION NUMBER: 0000793074-04-000090 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040803 EFFECTIVENESS DATE: 20040803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WERNER ENTERPRISES INC CENTRAL INDEX KEY: 0000793074 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 470648386 STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-117896 FILM NUMBER: 04948834 BUSINESS ADDRESS: STREET 1: 14507 FRONTIER ROAD STREET 2: P O BOX 45308 CITY: OMAHA STATE: NE ZIP: 68145 BUSINESS PHONE: 4028956640 S-8 1 werns80804.txt WERNER ENTERPRISES, INC. FORM S-8 As filed with the Securities and Exchange Commission on August 3, 2004 Registration No. 333-______ ====================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WERNER ENTERPRISES, INC. (Exact name of Registrant as specified in its charter) NEBRASKA 47-0648386 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14507 FRONTIER ROAD POST OFFICE BOX 45308 OMAHA, NEBRASKA 68145-0308 (Address of Principal Executive Offices) (Zip Code) WERNER ENTERPRISES, INC. AMENDED AND RESTATED STOCK OPTION PLAN (Full title of the Plan) Copy to: JOHN J. STEELE JOHN S. ZEILINGER Vice President, Treasurer and Baird, Holm, McEachen, Pedersen, Chief Financial Officer Hamann & Strasheim LLP Werner Enterprises, Inc. 1500 Woodmen Tower 14507 Frontier Road Omaha, Nebraska 68102-2068 Post Office Box 45308 Omaha, Nebraska 68145-0308 (Name and address of agent for service) (402) 895-6640 (402) 344-0500 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------- ---------------- -------------- --------- --------- ------------ Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to to be price per offering registration be registered registered (1) share (2) price (2) fee(2) ---------------- -------------- --------- --------- ------------ - ---------------------------------------------------------------------- Common Stock, 5,416,666 $19.66 $106,491,654 $13,493 $.01 par value - ----------------------------------------------------------------------
(1) Represents shares of the Registrant's common stock authorized to be issued under the Werner Enterprises, Inc. Amended and Restated Stock Option Plan. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also registers such additional indeterminate amount of shares as may be issuable as a result of a stock split, stock dividend or similar transaction with respect to the shares covered hereby. (2) Estimated in accordance with Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee. In accordance with Rule 457(h), the computation is based upon the average of the high and low sale prices for the Registrant's common stock reported by the Nasdaq National Market on July 28, 2004. ====================================================================== Pursuant to Rule 429 under the Securities Act of 1933, this Registration Statement also amends the information contained in the earlier registration statements relating to the Werner Enterprises, Inc. Stock Option Plan: Registration Statement No. 33-15894 filed on July 16, 1987, including Post-Effective Amendment No. 1 to Form S-8 filed on August 7, 1987 and Post-Effective Amendment No. 2 to Form S-8 filed on November 2, 1987; and Registration Statement No. 333-103467 filed on February 26, 2003. EXPLANATORY NOTE As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the information contained in Registration Statement No. 33-15894 relating to the Werner Enterprises, Inc. Stock Option Plan (the "Plan"), filed on July 16, 1987, including Post-Effective Amendment No. 1 to Form S-8 filed on August 7, 1987 and Post-Effective Amendment No. 2 to Form S-8 filed on November 2, 1987; and Registration Statement No. 333-103467 filed on February 26, 2003 (the "Prior Registration Statements"). Under the Prior Registration Statements and pursuant to Rule 416(a) under the Securities Act of 1933, the Registrant registered 14,583,334 shares of its common stock for issuance under the Plan. This Registration Statement is being filed to reflect an amendment to the Plan that increased the aggregate number of shares of Registrant's common stock authorized to be issued under the Plan from 14,583,334 to 20,000,000. ITEM 8. EXHIBITS The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement. SIGNATURES 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 Omaha, Nebraska on the 3rd day of August, 2004. WERNER ENTERPRISES, INC. By: /s/ John J. Steele ----------------------------- John J. Steele, Vice President, Treasurer and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Position Date --------- -------- ---- /s/ Clarence L. Werner Chairman of the Board, August 3, 2004 ------------------------ Chief Executive Officer Clarence L. Werner and Director /s/ Gary L. Werner Vice Chairman and August 3, 2004 ------------------------ Director Gary L. Werner /s/ Gregory L. Werner President, Chief August 3, 2004 ------------------------ Operating Officer and Gregory L. Werner Director /s/ John J. Steele Vice President, August 3, 2004 ------------------------ Treasurer and Chief John J. Steele Financial Officer /s/ James L. Johnson Vice President, August 3, 2004 ------------------------ Controller and Corporate James L. Johnson Secretary /s/ Jeffrey G. Doll Lead Outside Director August 3, 2004 ------------------------ Jeffrey G. Doll /s/ Gerald H. Timmerman Director August 3, 2004 ------------------------ Gerald H. Timmerman /s/ Michael L. Steinbach Director August 3, 2004 ------------------------ Michael L. Steinbach /s/ Kenneth M. Bird Director August 3, 2004 ------------------------ Kenneth M. Bird /s/ Patrick J. Jung Director August 3, 2004 ------------------------ Patrick J. Jung
EXHIBIT INDEX
Exhibit Page Number or Incorporated by Number Description Reference to ------- ----------- ------------------------------ 4.1(A) Revised and Amended Exhibit 3 to Registration Articles of Incorporation Statement on Form S-1, Registration No. 33-5245 4.1(B) Articles of Amendment to Exhibit 3(i) to the Articles of Incorporation Company's report on Form 10-Q for the quarter ended May 31, 1994 4.1(C) Articles of Amendment to Exhibit 3(i) to the Company's Articles of Incorporation report on Form 10-K for the year ended December 31, 1998 4.2 Revised and Restated By-Laws Exhibit 3(ii) to the Company's report on Form 10-Q for the quarter ended June 30, 2004 4.3 Werner Enterprises, Inc. Exhibit 10.1 to the Company's Amended and Restated Stock report on Form 10-Q for the Option Plan quarter ended June 30, 2004 5.1 Opinion of Baird, Holm, Filed herewith McEachen, Pedersen, Hamann & Strasheim LLP regarding legality of common stock 23.1 Consent of Baird, Holm, Filed herewith (included in McEachen, Pedersen, Hamann Exhibit 5.1) & Strasheim LLP 23.2 Consent of KPMG LLP Filed herewith
EX-5.1 2 wernlegal.txt LEGAL OPINION Exhibit 5.1 [BAIRD, HOLM, McEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP LETTERHEAD] August 3, 2004 Werner Enterprises, Inc. 14507 Frontier Road P.O. Box 45308 Omaha, Nebraska 68145-0308 Re: Form S-8 Registration Statement Ladies and Gentlemen: We have acted as corporate counsel to Werner Enterprises, Inc. (the "Company"), a Nebraska corporation, in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), the Registration Statement on Form S-8 (the "Registration Statement") relating to the issuance by the Company of 5,416,666 shares of the Company's Common Stock, par value $.01 per share (the "Shares"), from time to time, pursuant to the Werner Enterprises, Inc. Amended and Restated Stock Option Plan, as amended (the "Plan"). This opinion is being furnished in accordance with the requirements of Item 601 of Regulation S-K of the Act. In connection with this opinion, we have examined originals or certified or photostatic copies of such records of the Company, certificates of officers of the Company and public officials, and such other documents that we have deemed relevant or necessary as the basis for the opinions hereinafter expressed, including the following (i) the Articles of Incorporation of the Company, as amended to date, (ii) the Revised and Restated Bylaws of the Company, as amended to date, (iii) the Registration Statement, (iv) certified resolutions of the Board of Directors, and (v) the Plan. In all such examinations, we have assumed the genuineness of all signatures, and the conformity to original documents submitted as certified or photostatic copies, and the authenticity of originals. Subject to the foregoing, it is our opinion that the Shares have been duly authorized and, when issued and delivered pursuant to the Plan, and when the Registration Statement shall have become effective, will be legally issued and will be fully paid and nonassessable. We consent to your filing this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the SEC promulgated thereunder. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. This opinion letter has been issued solely for the benefit of and may be relied upon only by Werner Enterprises, Inc. and no other party or entity shall be entitled to rely hereon without the express written consent of this firm. Without our prior written consent, this opinion letter may not be quoted, in whole or in part, or otherwise referred to in any document or report and may not be furnished to any person or entity, except as may be required by applicable law. Respectfully submitted, /s/ Baird, Holm, McEachen, Pedersen, Hamann & Strasheim LLP BAIRD, HOLM, McEACHEN, PEDERSEN HAMANN & STRASHEIM LLP DOCS/622120.1 EX-23.2 3 wernconsent.txt CONSENT OF KPMG LLP Exhibit 23.2 Consent of Independent Registered Accounting Firm The Board of Directors Werner Enterprises, Inc.: We consent to the incorporation by reference in the registration statement (No. 333- ) on Form S-8 of Werner Enterprises, Inc. of our report dated January 22, 2004, with respect to the consolidated balance sheets of Werner Enterprises, Inc. as of December 31, 2003 and 2002, and the related consolidated statements of income, stockholders' equity, and cash flows, for each of the years in the three-year period ended December 31, 2003, and the related financial statement schedule, which report appears in the December 31, 2003, annual report on Form 10-K of Werner Enterprises, Inc.. /s/ KPMG LLP Omaha, Nebraska July 30, 2004 -----END PRIVACY-ENHANCED MESSAGE-----