As filed with the Securities and Exchange Commission on February 26, 2003
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. 1800 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
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to be to be price per offering registration
registered registered (1) share (2) price (2) fee(2)
---------------- -------------- --------- --------- ------------
--------------------------------------------------------------------------
Common Stock, 9,166,667 $17.91 $164,175,006 $13,282
$.01 par value
--------------------------------------------------------------------------
(1) Represents shares of the Registrant's common stock authorized to be
issuable 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 February 25, 2003.
==========================================================================
Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement also amends the information contained in the
earlier registration statement 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.
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 (the
"Prior Registration Statement"). Under the Prior Registration Statement
and pursuant to Rule 416(a) under the Securities Act of 1933, the
Registrant registered 2,500,000 shares of its common stock for issuance
under the Plan. This Registration Statement is being filed to reflect
adjustments to the aggregate number of shares of Registrant's common stock
authorized to be issuable under the Plan based on stock splits and certain
amendments to the Plan that increased the number of shares authorized to
be issued thereunder from 2,500,000 to 11,666,667.
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 26th day
of February, 2003.
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, February 26, 2003
------------------------ Chief Executive Officer
Clarence L. Werner and Director
/s/ Gary L. Werner Vice Chairman and February 26, 2003
------------------------ Director
Gary L. Werner
/s/ Curtis G. Werner Vice Chairman - February 26, 2003
------------------------ Corporate Development
Curtis G. Werner and Director
/s/ Gregory L. Werner President, Chief February 26, 2003
------------------------ Operating Officer and
Gregory L. Werner Director
/s/ John J. Steele Vice President, February 26, 2003
------------------------ Treasurer and Chief
John J. Steele Financial Officer
/s/ James L. Johnson Vice President, February 26, 2003
------------------------ Controller and Corporate
James L. Johnson Secretary
/s/ Irving B. Epstein Director February 26, 2003
------------------------
Irving B. Epstein
/s/ Gerald H. Timmerman Director February 26, 2003
------------------------
Gerald H. Timmerman
/s/ Jeffrey G. Doll Director February 26, 2003
------------------------
Jeffrey G. Doll
/s/ Michael L. Steinbach Director February 26, 2003
------------------------
Michael L. Steinbach
/s/ Kenneth M. Bird Director February 26, 2003
------------------------
Kenneth M. Bird
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 Amended By-Laws Exhibit 3(ii) to the Company's
report on Form 10-K for the
year ended December 31, 1994
4.3 Werner Enterprises, Inc. Filed herewith
Amended and Restated Stock
Option Plan
5 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)
& Strasheim LLP
23.2 Consent of KPMG LLP Filed herewith