Securities Registration: Employee Benefit Plan (s-8)
May 31 2018 - 4:43PM
Edgar (US Regulatory)
Registration
No. 333-
As filed with the Securities and Exchange Commission on May 31, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GENESEE & WYOMING INC.
(Exact name of registrant as specified in its charter)
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Delaware
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06-0984624
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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20 West Avenue, Darien, Connecticut
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06820
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(Address of Principal Executive Offices)
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(Zip Code)
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Genesee & Wyoming Inc.
Fourth Amended and Restated 2004 Omnibus Incentive Plan
(Full title of the plan)
Allison M. Fergus, Esq.
General Counsel and Secretary
20 West Avenue
Darien,
Connecticut 06820
(Name and address of agent for service)
(203)
202-8900
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE REGISTERED
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AMOUNT
TO BE
REGISTERED(1)
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PROPOSED
MAXIMUM
OFFERING
PRICE
PER SHARE(2)
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PROPOSED
MAXIMUM
AGGREGATE
OFFERING PRICE(2)
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AMOUNT OF
REGISTRATION FEE(2)
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Class A Common Stock, $0.01 par value per share
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1,000,000
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$79.27
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$79,270,000
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$9,869.12
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(1)
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In addition to the shares of Class A Common Stock set forth in the table, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act), the number of shares of Class A
Common Stock registered includes an indeterminable number of shares of Class A Common Stock issuable under the Genesee & Wyoming Inc. Fourth Amended and Restated 2004 Omnibus Incentive Plan, as this amount may be adjusted as a result
of stock splits, stock dividends and anti-dilution provisions set forth therein.
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(2)
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Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share, the proposed maximum aggregate offering price and the amount of registration fee have been computed on the
basis of the average high and low prices per share of Class A Common Stock on the New York Stock Exchange on May 30, 2018.
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EXPLANATORY NOTE
This Registration Statement on Form
S-8
is being filed for the purpose of registering an additional 1,000,000 shares
of Class A common stock, $0.01 par value per share (the Common Stock), of Genesee & Wyoming Inc. (the Company), available for the grant of awards under the Companys Fourth Amended and Restated 2004 Omnibus
Incentive Plan (the Plan). These additional shares of Common Stock are additional securities of the same class as other securities for which original registration statements (File Nos.
333-120558
(as amended),
333-174573
and
333-204137)
on Form
S-8
were filed with the Securities and Exchange Commission (the
Commission) on November 16, 2004, June 1, 2007 (post-effective amendment), May 27, 2011 and May 13, 2015, respectively.
Pursuant to General Instruction E to Form
S-8,
the contents of such earlier registration statements are incorporated
by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents of the Company previously filed with
the Commission are incorporated herein by reference:
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(a)
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the Companys Annual Report on Form
10-K
for the fiscal year ended December 31, 2017;
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(b)
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the Companys Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018;
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(c)
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the Companys Current Reports on Form
8-K
filed with the Commission on April 6, 2018, May 1, 2018 (with respect to Items 2.04 and 8.01) and May 25, 2018 and
Form
8-K/A
filed with the Commission on May 25, 2018 and;
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(d)
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the description of the Common Stock contained in the Companys registration statement on Form
8-A
(File
No. 001-31456)
filed with
the Commission on September 23, 2002, including any amendments or supplements thereto, as updated by the description of the Common Stock under Description of Our Capital Stock Class A Common Stock and Class B Common
Stock contained in the Companys Registration Statement on Form
S-3ASR
(File
No. 333-183862),
filed with the Commission on September 14, 2015.
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
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 other subsequently filed document which also is or 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.
EXHIBIT INDEX
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 Town of Darien, State of
Connecticut, on May 31, 2018.
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GENESEE & WYOMING INC.
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By:
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/s/ John C. Hellmann
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Name:
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John C. Hellmann
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Title:
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Chairman of the Board, President and Chief Executive Officer
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POWER OF ATTORNEY
Each individual whose signature appears below constitutes and appoints each of John C. Hellmann and Timothy J. Gallagher such persons
true and lawful
attorney-in-fact
and agent with full power of substitution and resubstitution, for such person and in such persons 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 all documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said
attorney-in-fact
and agent full power and authority to do and perform fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that any said
attorney-in-fact
and agent, or any substitute or substitutes of any of them, 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 and on the dates indicated.
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Date
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Title
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Signature
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May 31, 2018
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Chairman of the Board, President and Chief Executive
Officer (principal executive officer)
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/s/ John C. Hellmann
John C. Hellmann
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May 31, 2018
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Chief Financial Officer (principal financial officer)
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/s/ Timothy J. Gallagher
Timothy J. Gallagher
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May 31, 2018
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Chief Accounting Officer and Global Controller
(principal accounting officer)
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/s/ Christopher F. Liucci
Christopher F. Liucci
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May 31, 2018
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Director
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/s/ Richard H. Bott
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Richard H. Bott
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May 31, 2018
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Director
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/s/ Bruce J. Carter
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Bruce J. Carter
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May 31, 2018
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Director
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/s/ Cynthia L. Hostetler
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Cynthia L. Hostetler
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May 31, 2018
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Director
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/s/ Øivind Lorentzen III
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Øivind Lorentzen III
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May 31, 2018
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Director
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/s/ Albert J. Neupaver
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Albert J. Neupaver
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May 31, 2018
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Director
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/s/ Joseph H. Pyne
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Joseph H. Pyne
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May 31, 2018
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Director
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/s/Ann N. Reese
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Ann N. Reese
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May 31, 2018
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Director
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/s/ Mark A. Scudder
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Mark A. Scudder
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May 31, 2018
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Director
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/s/ Hunter C. Smith
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Hunter C. Smith
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