Document


As filed with the Securities and Exchange Commission on May 14, 2018
 
Registration No. 333-     
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________ 

FORM S-8
 
REGISTRATION STATEMENT UNDERTHE SECURITIES ACT OF 1933
 
____________________________________  
 
UNITED PARCEL SERVICE, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
58-2480149
(State or Other Jurisdiction of Incorporation or
 
(I.R.S. Employer Identification Number)
Organization)
 
 
 
55 Glenlake Parkway, N.E.,
Atlanta, Georgia 30328
(404) 828-6000
(Address of Principal Executive Offices, Including Zip Code and Telephone Number)
____________________________________  
 
United Parcel Serivce, Inc. 2018 Omnibus Incentive Compensation Plan
(Full Title of the Plan)
____________________________________  
 
Norman M. Brothers, Jr.
Senior Vice President, General Counsel and Corporate Secretary
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
(404) 828-6000
(Name, Address, Including Zip Code, and 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, or a 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.
 
Large accelerated filer
ý
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
o
(Do not check if a smaller reporting company)
 
Emerging growth Company
o

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. o






CALCULATION OF REGISTRATION FEE
 
 
 
 
 
 
 
 
 
 
 
 
 
Title of Securities
to be Registered
 
Amount
to be Registered
 
 
Proposed
Maximum
Offering Price Per
Share
 
 
Proposed
Maximum
Aggregate
Offering Price
 
 
Amount of
Registration
Fee
Class A common stock,
$.01 par value per share
 
26,000,000
(1)
 
$
111.01

(2)
 
$
2,886,130,000

(2)
 
$
359,323

 
 
 
 
 
 
 
 
 
 
 
 
(1)
 
Amount to be registered consists of 26,000,000 shares of United Parcel Service, Inc. (the “Company”) Class A common stock, $0.01 par value per share (“Class A Common Stock”) that may be issued pursuant to awards granted or exercised under the United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Plan (the “Plan”), plus such indeterminate number of additional securities as may become issuable under the Plan as the result of any future stock splits, stock dividends or similar adjustment of the Class A Common Stock.
(2)
 
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) on the basis of the average of the high and low prices of the Company’s Class B common stock, into which shares of Class A Common Stock are convertible, as reported on the New York Stock Exchange on May 9, 2018.

 







 


PART I
 
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
(a)    The documents constituting Part I of this Registration Statement will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
 
(b)    Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this Registration Statement. The documents are incorporated by reference in the Section 10(a) prospectus. The Company will also provide, without charge, upon written or oral request, other documents required to be delivered to participants pursuant to Rule 428(b). Requests for the above-mentioned information should be directed to Normal M. Brothers, Jr., the Company’s Senior Vice President, General Counsel and Corporate Secretary, at the address and telephone number on the cover of this Registration Statement.

PART II
 
INFORMATION REQUIRED IN REGISTRATION STATEMENT
 
Item 3.    Incorporation of Documents by Reference.
 
The following documents, filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof (excluding any portions of such documents that are deemed to be “furnished” but not “filed” for purposes of the Exchange Act):

(a) the Company's Annual Report on Form 10-K for the year ended December 31, 2017 filed on February 21, 2018;
 
(b)  The Company's Quarterly Report on Form 10-Q for the period ended March 31, 2018 filed on May 3, 2018;
 
(c)  The Company's Current Reports on Form 8-K filed on January 31, 2018, February 9, 2018, March 6, 2018, March 23, 2018 and April 16, 2018; and

(d)  The description of the Company’s common stock, $.10 par value per share, contained in Item 14 of the Company’s Registration Statement on Form 8-A, filed with the SEC in April 1970, as updated by Item 5 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1998, and as modified by the description of the class A common stock contained in the Company’s Registration Statement on Form S-4 (No. 333-58268). The Company succeeded to the 1934 Act registration of United Parcel Service of America, Inc. pursuant to Rule 12g-3 under the Exchange Act.

All documents filed by the Company subsequent to the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such 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 incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this registration statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference 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.
 






Item 4.  Description of Securities.
 
Not applicable.
 
Item 5.   Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6.   Indemnification of Directors and Officers.
 
Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. The Company’s amended and restated certificate of incorporation provides for this limitation of liability.

Section 145 of the DGCL (“Section 145”), provides that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

The Company’s amended and restated certificate of incorporation provides that it must indemnify its directors and officers to the fullest extent authorized by the DGCL and must also pay expenses incurred in defending any such proceeding in advance of its final disposition upon delivery of an undertaking, by or on behalf of an indemnified person, to repay all amounts so advanced if it should be determined ultimately that such person is not entitled to be indemnified under this section or otherwise.

The Company has entered into indemnification agreements with each of its current directors and officers. These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Company’s amended and restated certificate of incorporation, the Company’s amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

The Company expects to maintain standard policies of insurance that provide coverage (1) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to the Company with respect to indemnification payments that it may make to such directors and officers.


 
Item 7.    Exemption from Registration Claimed.
 
Not applicable.
 





Item 8.    Exhibits.
 
See Exhibit Index, which is incorporated here by reference.

 
 
Item 9.    Undertakings.
 
(a)           The undersigned Company hereby undertakes:
 
(1)                                 To file, during any period in which offers or sales are being made, a post-effective amendment to
this Registration Statement:
 
(i)                                   To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
(ii)                             To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii)                         To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
 
provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
 
(2)                            That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)                                The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(c)                                Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(signatures on following page)






SIGNATURES
 
Pursuant to the requirements of the Securities Act,, the Company 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 Atlanta, State of Georgia, on 14th day of May, 2018.
 
 
UNITED PARCEL SERVICE, INC.
 
 
 
 
By:
/s/ David P. Abney
 
 
David P. Abney
 
 
Chairman and Chief Executive Officer

POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David P. Abney and Norman M. Brothers, Jr., as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of their or his substitutes, 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.

Signature
 
Title
 
Date
 
 
 
 
 
 
Chairman and Chief Executive Officer
 
 
/s/ David P. Abney
 
(Principal Executive Officer)
 
May 14, 2018
David P. Abney
 
 
 
 
 
 
 
 
 
 
 
/s/ Richard N. Peretz
 
Senior Vice President, Chief Financial Office and Treasurer
 
May 14, 2018
Richard N. Peretz
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
/s/ Rodney C. Adkins
 
Director
 
May 14, 2018
Rodney C. Adkins
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Michael J. Burns
 
Director
 
May 14, 2018
Michael J. Burns
 
 
 
 
 
 
 
 
 
 
 
/s/ William R. Johnson
 
Director
 
May 14, 2018
William R. Johnson
 
 
 
 





/s/ Dr. Candace Kendle
 
Director
 
May 14, 2018
Dr. Candace Kendle
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Ann M. Livermore
 
Director
 
May 14, 2018
Ann M. Livermore
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Ann M. Livermore
 
Director
 
May 14, 2018
Ann Livermore
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Rudy H.P. Markham
 
Director
 
May 14, 2018
Rudy H.P. Markham
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Frank J. Moison
 
Director
 
May 14, 2018
Frank J. Moison
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Clark T. Randt, Jr.
 
Director
 
May 14, 2018
Clark T. Randt, Jr.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Christiana S. Shi
 
Director
 
May 14, 2018
Christiana S. Shi
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ John T. Stankey
 
Director
 
May 14, 2018
John T. Stankey
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Carol B. Tomé
 
Director
 
May 14, 2018
Carol B. Tomé
 
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Kevin M. Warsh
 
Director
 
May 14, 2018
Kevin M. Warsh
 
 
 
 






EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
 
Exhibit
 
 
Number
 
Description
 
 
 
5.1

 
 
 
 
10.1

 
 
 
 
23.1

 
 
 
 
23.2

 
 
 
 
24.1

 



Exhibit


Exhibit 5.1

May 14, 2018
 
 
United Parcel Service, Inc.
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
 

Re:
Registration Statement on Form S-8 -
United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Plan

Ladies and Gentlemen:
We have acted as counsel to United Parcel Service, Inc., a Delaware corporation (the “Company”), in connection with the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), 26,000,000 shares of the Company’s Class A common stock, $0.01 par value per share (the “Shares”), which may be issued by the Company upon the grant, exercise, settlement or purchase of awards pursuant to the United Parcel Service, Inc. 2018 Omnibus Incentive Compensation Plan (the “Plan”). We are furnishing this opinion letter pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with our opinion below, we have examined the Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, records of proceedings of the Board of Directors and the stockholders of the Company deemed by us to be relevant to this opinion letter, the Plan and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

Our opinion set forth below is limited to the General Corporation Law of the State of Delaware, applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting such General Corporation Law and Constitution that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Plan, and we do not express any opinion herein concerning any other laws.

This opinion letter is provided for use in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated. This opinion letter is rendered as of the date hereof and we make no undertaking and expressly disclaim any duty to supplement or update the opinions rendered herein, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect such opinions. We note specifically that the Shares may be issued from time to time hereafter, and our opinion is limited to the applicable laws, including the related rules and regulations, as in effect on the date hereof.

Based on the foregoing, it is our opinion that the Shares to be issued under the Plan are duly authorized, and, when issued by the Company in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.






We consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 
 
Sincerely,
 
/s/ ALSTON & BIRD LLP
 




Exhibit


Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 21, 2018, relating to the consolidated financial statements of United Parcel Service, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of United Parcel Service, Inc. for the year ended December 31, 2017.

/s/ Deloitte & Touche LLP
Atlanta, Georgia
May 14, 2018