As filed with the Securities and Exchange Commission on May 15, 2002
Registration No. ______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DST SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 43-1581814
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(State of Incorporation) (I.R.S. Employer
Identification No.)
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
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(Address of Principal Executive Offices)
DST SYSTEMS, INC. 1995 STOCK OPTION AND PERFORMANCE AWARD PLAN
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(Full title of the plan)
ROBERT C. CANFIELD, ESQ.
Senior Vice President, General Counsel, and Secretary
DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105-1594
(816) 435-1000
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(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of Each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Registration
Registered(1) Registered(2) Per Share Offering Price Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, par value 6,000,000 shares(3) $46.33 $277,980,000(4) $25,575(4)
$0.01 per share
Interest in the Plan (5) N/A N/A (6)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) Includes associated rights to purchase Series A Preferred Stock of the
Registrant.
(2) This Registration Statement also covers an indeterminate number of
additional shares which may be necessary to adjust the above-referenced
Plan as the result of any future stock split, stock dividend or similar
adjustment of the Registrant's outstanding stock. In addition, this
Registration Statement also covers an indeterminate amount of additional
securities which may be issued under the above-referenced Plan pursuant to
the anti-dilution provisions of such Plan.
(3) This Registration Statement registers an additional 6,000,000 shares under
the 1995 Stock Option and Performance Award Plan, under which 24,000,000
shares have previously been registered (SEC File Nos. 333-04197, 333-69377
and 333-36726).
(4) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of the high and low prices of a share of Common Stock of DST
Systems, Inc. reported for trading on the New York Stock Exchange on May
10, 2002.
(5) To the extent that the interests in the Plan constitute securities,
pursuant to Rule 416(c), this Registration Statement shall be deemed to
register an indeterminate amount of interests in the Plan.
(6) Pursuant to Rule 457(h)(2), no registration fee is required with respect to
the interests in the Plan.
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), the Registrant hereby makes the following statement:
On May 21, 1996, the Registrant filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-8 (SEC
File No. 333-04197) (the "First Registration Statement") relating to
6,000,000 shares of the Registrant's common stock to be issued pursuant to
the DST Systems, Inc. 1995 Stock Option and Performance Award Plan (the
"Option Plan"). On December 21, 1998, the Registrant filed with the
Commission a Registration Statement on Form S-8 (SEC File No. 333-69377)
(the "Second Registration Statement") relating to 3,000,000 additional
shares of the Registrant's common stock to be issued pursuant to the Option
Plan. The Registrant filed with the Commission a Registration Statement on
Form S-8 (SEC File No. 333-36726) on May 10, 2000, and Post-Effective
Amendment No. 1 to such Registration Statement on Form S-8 (SEC File No.
333-36726) on October 18, 2000 (such Registration Statement, as amended,
the "Third Registration Statement"). Each of the First Registration
Statement, Second Registration Statement and Third Registration Statement
is currently effective. This Registration Statement relates to securities
(a) of the same class as those to which the First Registration Statement,
Second Registration Statement and Third Registration Statement relate and
(b) to be issued pursuant to the Option Plan. The contents of the First
Registration Statement, Second Registration Statement and Third
Registration Statement are incorporated herein by reference.
Item 8. Exhibits
The exhibits are listed in the Exhibit Index of this Registration
Statement, which Exhibit Index is incorporated herein by reference.
(Remainder of page intentionally left blank.)
SIGNATURES AND POWER OF ATTORNEY
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 City of Kansas City, State of Missouri, on May 14, 2002.
DST SYSTEMS, INC.
By /s/ Thomas A. McDonnell
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Thomas A. McDonnell
President and Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints
each of the Company's Chief Executive Officer, General Counsel, and Chief
Financial Officer (currently Thomas A. McDonnell, Robert C. Canfield, and
Kenneth V. Hager respectively) as such person's true and lawful attorney-in-fact
and agent, each acting alone, with full power of substitution and
resubstitution, for and in such person's 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 and any exchange on which the Registrant's stock registered hereunder
is traded, granting unto such attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing required
and necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, each acting alone, or
such person's substitute or 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 Title Date
/s/ A. Edward Allinson Director May 14, 2002
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A. Edward Allinson
/s/ Michael G. Fitt Director May 14, 2002
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Michael G. Fitt
/s/ William C. Nelson Director May 14, 2002
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William C. Nelson
/s/ M. Jeannine Strandjord Director May 14, 2002
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M. Jeannine Strandjord
/s/ Thomas A. McDonnell President, Chief Executive May 14, 2002
------------------------------ Officer (Principal Executive
Thomas A. McDonnell Officer), and Director
/s/ Thomas A. McCullough Director May 14, 2002
------------------------------
Thomas A. McCullough
/s/ Kenneth V. Hager Vice President, Chief May 14, 2002
------------------------------ Financial Officer, and
Kenneth V. Hager Treasurer (Principal Financial
Officer)
/s/ Gregg W. Givens Vice President and Chief May 14, 2002
------------------------------ Accounting Officer (Principal
Gregg W. Givens Accounting Officer)
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 May 14, 2002.
/s/ Michael G. Fitt
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Michael G. Fitt*
/s/ William C. Nelson
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William C. Nelson*
/s/ M. Jeannine Strandjord
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M. Jeannine Strandjord*
*Member of the Committee appointed to administer the Plan, which committee has,
pursuant to the instructions regarding signatures on Form S-8, duly caused this
Registration Statement to be signed on behalf of the Plan.
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
4.1 DST Systems, Inc. 1995 Stock Option and Performance Award Plan,
amended and restated as of May 14, 2002, is attached hereto as
Exhibit 4.1.
4.2.2 The Registrant's Delaware Certificate of Amendment of
Certificate of Incorporation, dated May 9, 2000, which is
attached as Exhibit 3.1 to the Registrant's Form 10-Q for
the quarter ended March 31, 2000 (Commission File No.
1-14036), is hereby incorporated by reference as Exhibit
4.2.2.
4.3 The Registrant's Amended and Restated By-Laws as adopted
August 28, 1995 and amended and restated on December 12,
2000, which are attached as Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
2000 (Commission File No. 1-14036), are hereby incorporated
by reference as Exhibit 4.3.
4.4.8 The third amendment, dated as of September 25, 2001, to the
Rights Agreement, dated as of October 6, 1995 and as
amended on July 9, 1998 and September 10, 1999, between the
Registrant and State Street Bank and Trust Company, as
rights agent, which is attached as Exhibit 99 to Amendment
No. 3 dated November 26, 2001 to the Registrant's Form 8-A
(Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 4.4.8.
4.6 The Assignment, Acceptance and Consent, dated as of
November 7, 2001, among the Registrant, State Street Bank
and Trust Company, and EquiServe Trust Company, N.A., which
is attached as Exhibit 4.3.4 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2001
(Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 4.6.
4.7 The description of the Registrant's common stock, par value
$0.01 per share, set forth in the Registrant's Registration
Statement on Form 8-A12B/A filed on January 12, 1998
(Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 4.7.
4.8 The second amendment dated September 27, 1999 (the "September
8-A Amendment") to the Form 8-A dated November 15, 1995
(Commission File No. 1-14036) is hereby incorporated by
reference as Exhibit 4.4.4.
5.1 Opinion of Sonnenschein Nath & Rosenthal regarding legality
(including consent).
23.1 Consent of Sonnenschein Nath & Rosenthal (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, independent accountants.
24 Power of Attorney (included on signature page).