As
filed with the Securities and Exchange Commission on July 17, 2009.
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
CSX
CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
|
Virginia
|
62-1051971
|
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
500
Water Street, 15th Floor, Jacksonville, Florida
|
32202
|
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
CSX
Corporation Capital Builder Plan
(Full
Title of the Plan)
Ellen
M. Fitzsimmons, Esq.
Senior
Vice President-Law and Public Affairs
General
Counsel and Corporate Secretary
CSX
Corporation
500
Water Street
Jacksonville,
Florida 32202
(Name
and Address of Agent for Service)
904-359-7611
(Telephone
Number, Including Area Code, of Agent for Service)
Copies
to:
Steven
Kaplan, Esq.
Arnold
& Porter LLP
555
Twelfth Street, NW
Washington,
DC 20004
(202)
942-5998
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Accelerated
filer □CALCULATION
OF REGISTRATION FEE
|
Title
of Securities to be Registered
|
|
Amount
to
be
Registered(1)
|
|
Proposed
Maximum
Offering
Price
Per
Share
|
|
Proposed
Maximum
Aggregate
Offering
Price
|
|
Amount
of Registration
Fee
|
||||
|
Common
Stock, $1.00 par value per share………………………….
|
|
10,000,000
shares
(2)
(3)
|
|
$31.75
(4)
|
$317,500,000
(4)
|
$17,717
|
||||||
|
(1)
(2)
(3)
(4)
|
Pursuant
to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered and
sold pursuant to the CSX Corporation Capital Builder
Plan.
The
number of shares being registered represents shares of Common Stock of CSX
Corporation that may be offered or sold under the CSX Corporation Capital
Builder Plan.
Pursuant
to Rule 416(b),the registration statement shall be deemed to cover
additional shares resulting from the split of, or a stock dividend on, the
registered shares.
Estimated
pursuant to Rule 457(c) and (h) solely for the purposes of calculating the
amount of the registration fee. The fee with respect to the shares
registered herein was based on the average of the high and low price per
share of the Common
Stock on July 13, 2009, as reported in the consolidated reporting system
of the New York Stock Exchange.
|
2635122_2.DOC
GENERAL
INSTRUCTION E
EXPLANATORY
NOTE-REGISTRATION OF ADDITIONAL SHARES
This Registration Statement on Form S-8
is being filed by CSX Corporation (the “Corporation”) to register
10,000,000 shares of the Corporation’s Common Stock, par value $1.00
per share (“Common Stock”) that may be offered or sold pursuant to the CSX
Corporation Capital Builder Plan (the “Plan”). The shares being
registered pursuant to this Registration Statement are additional securities of
the same class as other securities for which a Registration Statement on Form
S-8 (File No. 33-29136) is effective. Pursuant to General Instruction
E of Form S-8, the contents of that Registration Statement (File No. 33-29136)
are incorporated by reference into this Registration Statement.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
|
|
Item 3.
Incorporation of Documents by
Reference
|
The
following documents filed with the Commission are hereby incorporated by
reference in this Registration Statement
|
a)
|
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December
26, 2008.
|
|
b)
|
The
Annual Report on Form 11-K for the year ended December 31, 2008 for the
CSX Corporation Capital Builder
Plan.
|
|
c)
|
The
Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March
27, 2009 and June 26, 2009.
|
|
d)
|
The
Registrant’s Current Reports on Form 8-K filed on January 9, 2009, January
20, 2009, February 12, 2009; March 6, 2009, and May 11, 2009 and Form
8-K/A filed June 16, 2009.
|
|
e)
|
The
description of the Registrant’s common stock contained in the Company's
Registration Statement on Form 8-B (File No. 1-8022) filed on September
25, 1980 under Section 12 of the Exchange
Act.
|
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 that 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.
Item 6.
Indemnification of Directors and Officers.
Article
10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
2635122_2.DOC
Article
VII of CSX’s Amended and Restated Articles of Incorporation provides for
mandatory indemnification of any director or officer of CSX who is, was or is
threatened to be made a party to any proceeding (including any proceeding by or
on behalf of CSX) by reason of the fact that he or she is or was a director or
officer of CSX against all liabilities and reasonable expenses incurred in the
proceeding, except such liabilities and expenses as are incurred because of such
director’s or officer’s willful misconduct or knowing violation of the criminal
law.
CSX’s
Amended and Restated Articles of Incorporation also provide that in every
instance permitted under Virginia corporate law in effect from time to time, the
liability of a director or officer of CSX to CSX or our shareholders arising out
of a single transaction, occurrence or course of conduct will be limited to one
dollar.
CSX
maintains a standard policy of officers’ and directors’ liability
insurance.
|
|
Item 8. Exhibits
.
|
The
exhibits to this Registration Statement are described in the Exhibit Index
below.
Item 9.
Undertakings.
(a) The
Registrant 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
of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the 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 the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided, however,
that:
Paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, 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 Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of its annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and each filing of the Plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person 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 Registrant 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 of 1933 and will be
governed by the final adjudication of such issue.
2635122_2.DOC
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
Jacksonville, State of Florida, on July 17, 2009.
|
CSX
CORPORATION
|
|||||||||||
|
Date:
July 17, 2009
|
By:
|
/s/
Carolyn T. Sizemore
|
|||||||||
|
Carolyn
T. Sizemore, Vice President and Controller
|
|||||||||||
|
(Duly
Authorized Representative)
|
|||||||||||
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on July 17,
2009.
|
Signature
|
Title
|
||
|
*
Michael
J. Ward
|
Chairman,
President, Chief Executive Officer and Director
(Principal
Executive Officer)
|
||
|
*
Oscar
Munoz
|
Executive
Vice President and Chief Financial Officer
(Principal
Financial Officer)
|
||
|
*
Carolyn
T. Sizemore
|
Vice
President and Controller
(Principal
Accounting Officer)
|
||
|
*
Alexandre
Behring
|
Director
|
||
|
*
John
B. Breaux
|
Director
|
||
|
*
Steven
T. Halverson
|
Director
|
||
|
*
Edward
J. Kelly, III
|
Director
|
||
|
*
Gilbert
Lamphere
|
Director
|
2635122_2.DOC
|
*
John
D. McPherson
|
Director
|
||
|
*
Timothy
O’Toole
|
Director
|
||
|
*
David
M. Ratcliffe
|
Director
|
||
|
*
Donald
J. Shepard
|
Director
|
*
By: /s/ Ellen M.
Fitzsimmons
Ellen M.
Fitzsimmons
Attorney-in-fact
Pursuant
to requirements of the Securities Act of 1933, the trustees (or other persons
who administer the Plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Jacksonville, State of Florida, on July 17, 2009.
|
CSX
CORPORATION CAPITAL BUILDER PLAN
|
||||
|
By:
|
/s/
Michele Mastrean
|
|||
|
Name:
|
Michele
Mastrean
|
|||
|
Title:
|
Vice
President-Compensation and Benefits
CSX
Corporation
|
|||
|
(Duly
authorized representative)]
|
||||
2635122_2.DOC
INDEX
TO EXHIBITS
|
5.1
|
Internal
Revenue Service Determination Letter dated January 18, 2008 (filed
herewith)
|
|
23.1
|
Consent
of Ernst & Young LLP, independent registered public accounting firm
(filed herewith)
|
24.1 Powers
of Attorney (filed herewith)