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