As filed with the Securities and Exchange Commission on August 3, 2004
Registration No. 333-______
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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
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---------------- -------------- --------- --------- ------------
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)
---------------- -------------- --------- --------- ------------
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Common Stock, 5,416,666 $19.66 $106,491,654 $13,493
$.01 par value
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(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.
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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
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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
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/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
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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