Kirby Corp - Securities Registration: Employee Benefit Plan (S-8)
July 28 2008 - 12:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
|
74-1884980
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
55
Waugh Drive, Suite 1000
Houston,
Texas 77007
(Address
of Principal Executive Offices)
KIRBY CORPORATION 2005 STOCK AND
INCENTIVE PLAN
(Full
title of the plan)
Joseph
H. Pyne
President
and Chief Executive Officer
Kirby
Corporation
55
Waugh Drive, Suite 1000
Houston,
Texas 77007
(Name
and address of agent for service)
(713)
435-1000
(Telephone
number, including area code, of agent for service)
copy
to:
Thomas
G. Adler, Esq.
Fulbright &
Jaworski L.L.P.
2200
Ross Avenue
Suite
2800
Dallas,
Texas 75201
(214)
855-8000
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
x
|
Accelerated
filer
¨
|
Non-accelerated
filer
¨
(Do
not check if a smaller reporting company)
|
Smaller
reporting company
¨
|
CALCULATION
OF REGISTRATION FEE
Title
of securities
to
be registered
|
Amount
to
be
registered (1)
|
Proposed
maximum
offering
price
per share (2)
|
Proposed
maximum
aggregate offering price (2)
|
Amount
of
registration
fee
|
Stock
Options and Common Stock, par value $0.10 per share
|
1,000,000
shares
|
$45.735
|
$45,735,000
|
$1,797.39
|
(1)
|
Consists
of 1,000,000 shares of common stock, par value $0.10 per share, reserved
for issuance to employees of Kirby Corporation (the “Company”) and its
subsidiaries pursuant to the Kirby Corporation 2005 Stock and Incentive
Plan, as amended (the “Plan”). In addition, if, as a result of
stock splits, stock dividends or similar transactions, the number of
securities purported to be registered on this Registration Statement
changes, the provisions of Rule 416 under the Securities Act of 1933, as
amended, shall apply to this Registration Statement, and this Registration
Statement shall be deemed to cover the additional securities resulting
from the split of, or dividend on, the securities covered by this
Registration Statement.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) and 457(h) under the Securities Act of 1933, as
amended. The offering price per share and aggregate offering
price are based upon the average of the high and low prices reported on
the New York Stock Exchange on July 23,
2008.
|
REGISTRATION
OF ADDITIONAL SHARES UNDER
THE
KIRBY CORPORATION 2005 STOCK AND INCENTIVE PLAN
This
Registration Statement relates solely to the registration of additional
securities of the same class as other securities for which a registration on
this form relating to the Plan is effective. This Registration
Statement is filed for the purpose of registering an additional 1,000,000 shares
of common stock, par value $0.10 per share, of the Company pursuant to the
Plan. Pursuant to General Instruction E to Form S-8, the contents of
the Registration Statement on Form S-8 registering 1,000,000 shares of the
Company’s common stock, originally filed on October 28, 2005 (Registration
Statement 333-129290) (the “Original Registration Statement”), are incorporated
by reference into this Registration Statement. A 2-for-1 split of the
Company’s common stock was effected on May 31, 2006, which increased the number
of shares covered by the Plan and the Original Registration Statement from
1,000,000 to 2,000,000. Upon effectiveness of this Registration
Statement covering an additional 1,000,000 shares, a maximum of 3,000,000 shares
may be issued under the Plan.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents are filed as a part of this Registration
Statement.
Exhibit
Number
|
|
Description
|
4.1*
|
|
Kirby
Corporation 2005 Stock and Incentive Plan, as amended
|
5.1*
|
|
Opinion
of Fulbright & Jaworski L.L.P.
|
23.1*
|
|
Consent
of Fulbright & Jaworski L.L.P. (included in the opinion filed as
Exhibit 5.1 hereto).
|
23.2*
|
|
Consent
of KPMG LLP, Independent Registered Public Accounting
Firm.
|
24.1*
|
|
Power
of Attorney (included with signature page of this Registration
Statement).
|
___________________
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Corporation
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 Houston, State of Texas, on July 22,
2008.
|
KIRBY
CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/
Joseph H. Pyne
|
|
|
Joseph
H. Pyne
|
|
|
President
and Chief Executive Officer
|
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each individual whose signature appears below
constitutes and appoints Joseph H. Pyne and Norman W. Nolen, his true and lawful
attorney-in-fact and agent, 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, with the Commission, granting unto each such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person hereby
ratifying and confirming that said attorney-in-fact and agent or his
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/
Joseph H. Pyne
|
|
President
and Chief Executive Officer, Director
|
|
July
22, 2008
|
Joseph
H. Pyne
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Norman W. Nolen
|
|
Executive
Vice President, Treasurer and Chief Financial Officer
|
|
July
22, 2008
|
Norman
W. Nolen
|
|
(Principal
Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Ronald A. Dragg
|
|
Vice
President and Controller
|
|
July
22, 2008
|
Ronald
A. Dragg
|
|
(Principal
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
C. Berdon Lawrence
|
|
Chairman
of the Board of Directors
|
|
July
22, 2008
|
C.
Berdon Lawrence
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
James R. Clark
|
|
Director
|
|
July
22, 2008
|
James
R. Clark
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
C. Sean Day
|
|
Director
|
|
July
22, 2008
|
C.
Sean Day
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Bob G. Gower
|
|
Director
|
|
July
22, 2008
|
Bob
G. Gower
|
|
|
|
|
/s/
William M. Lamont, Jr.
|
|
Director
|
|
July
22, 2008
|
William
M. Lamont, Jr.
|
|
|
|
|
|
|
|
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|
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|
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/s/
David L. Lemmon
|
|
Director
|
|
July
22, 2008
|
David
L. Lemmon
|
|
|
|
|
|
|
|
|
|
|
|
|
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/s/
Monte J. Miller
|
|
Director
|
|
July
22, 2008
|
Monte
J. Miller
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
/s/
George A. Peterkin, Jr.
|
|
Director
|
|
July
22, 2008
|
George
A. Peterkin, Jr.
|
|
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|
|
|
|
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|
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/s/
Richard R. Stewart
|
|
Director
|
|
July
22, 2008
|
Richard
R. Stewart
|
|
|
|
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INDEX
TO EXHIBITS
Exhibit
Number
|
|
Description
|
|
|
Kirby
Corporation 2005 Stock and Incentive Plan, as amended.
|
|
|
Opinion
of Fulbright & Jaworski L.L.P.
|
23.1*
|
|
Consent
of Fulbright & Jaworski L.L.P. (included in the opinion filed as
Exhibit 5.1 hereto).
|
|
|
Consent
of KPMG LLP, Independent Registered Public Accounting
Firm.
|
24.1*
|
|
Power
of Attorney (included with signature page of this Registration
Statement).
|
______________________
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