S-8 1 forms-8.htm S-8 Document

As filed with the Securities and Exchange Commission on May 13, 2021
 
Registration No. 333-     
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________ 

FORM S-8
 
REGISTRATION STATEMENT UNDER THE 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
(Address of Principal Executive Offices, Including Zip Code)
____________________________________  
 
United Parcel Service, Inc. 2021 Omnibus Incentive Compensation Plan
(Full Title of the Plan)
____________________________________  
 
Norman M. Brothers, Jr.
Chief Legal and Compliance Officer and Corporate Secretary
55 Glenlake Parkway, N.E.
Atlanta, Georgia 30328
(404) 828-6000
(Name, Address 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, 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 filerý Accelerated filero
Non-accelerated filero Smaller reporting companyo
 Emerging growth companyo

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		25,000,000 (1)(2)$212.095 (3)$5,302,375,000 (3)$578,490 
(1)
Represents the number of shares of class A common stock, $.01 par value per share (“Class A Common Stock”), of United Parcel Service, Inc. (the “Registrant”), available pursuant to the United Parcel Service, Inc. 2021 Omnibus Incentive Compensation Plan (the “Plan”) being registered hereon.
(2)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Class A Common Stock as may become available pursuant to any anti-dilution provisions of the Plan.
(3)
Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of the Registrant’s class B common stock, par value $0.01 per share (“Class B Common Stock”), into which shares of Class A Common Stock are convertible, as reported on the New York Stock Exchange on May 12, 2021, within five business days prior to filing.

 





































PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.  Incorporation of Documents by Reference.
The Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 001-15451), filed February 22, 2021;
 
(b)  The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (Commission File No. 001-15451), filed May 5, 2021;
 
(c)   The Registrant’s Current Report on Form 8-K (Commission File No. 001-15451) filed on January 25, 2021 (only Item 2.06); and

(d)  The description of the Class A Common Stock contained in Exhibit 4.42 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (Commission File No. 001-15451), filed February 22, 2021 (which updated the description thereof contained in Item 14 of the Registrant’s Registration Statement on Form 8-A, filed with the SEC in April 1970, as updated by Item 5 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1998, as modified by the description of the Class A Common Stock contained in the Registrant’s Registration Statement on Form S-4 (No. 333-58268)), and any subsequent amendment or report filed for the purpose of updating such description. The Registrant succeeded to the Exchange Act registration of United Parcel Service of America, Inc. pursuant to Rule 12g-3 under the Exchange Act.

    All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein will 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 will not be deemed, except as 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.
The Registrant is a Delaware corporation. 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 Registrant’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) provides for this limitation of liability.
Section 145 of the DGCL (“Section 145”), as the same exists or may hereafter be amended, among other things, 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, partnership, joint venture, trust or other 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 also provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person 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, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation’s best interests, except that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation.
Where a present or former director or officer has been successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify the person against the expenses (including attorney’s fees) actually and reasonably incurred by such person in connection therewith.
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, partnership, joint venture, trust or other 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 Registrant’s Amended and Restated Bylaws (the “Bylaws”) generally provide that the Registrant will indemnify its directors and officers to the fullest extent authorized by the DGCL and will 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 by final judicial decision from which there is not further right to appeal that such person is not entitled to be indemnified.
The indemnification rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of the Registrant’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant expects to maintain standard policies of insurance that provide coverage (1) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (2) to the Registrant 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.
Exhibit  
Number Description
   
4.1 
4.2 
4.3 
5.1  
   
23.1  
   
23.2  
   
24.1  

Item 9.  Undertakings.
(a)           The undersigned 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;
 
(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 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;

(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 Exchange Act that are incorporated by reference in the 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 Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 and will be governed by the final adjudication of such issue.





SIGNATURES
 
Pursuant to the requirements of the Securities Act, 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 Atlanta, State of Georgia, on this 13th day of May, 2021.
 
 UNITED PARCEL SERVICE, INC.
   
 By:/s/ Norman M. Brothers, Jr.
  Norman M. Brothers, Jr.
  Chief Legal and Compliance Officer

POWER OF ATTORNEY
 
    KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers and directors of the Registrant hereby constitutes and appoints Carol B. Tomé, Brian O. Newman and Norman M. Brothers, Jr., or any of them, each acting alone, as the true and lawful attorney-in-fact or agent, or attorneys-in-fact or agents, for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each of the undersigned, to execute and file any and all amendments, including post-effective amendments, supplements and exhibits to this Registration Statement, 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 necessary, appropriate or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, 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 date indicated.


Signature Title Date
    
   
/s/ Carol B. Tomé  Director and Chief Executive OfficerMay 13, 2021
Carol B. Tomé  (Principal Executive Officer) 
    
    
/s/ Brian O. Newman Senior Vice President, Chief Financial Officer and TreasurerMay 13, 2021
Brian O. Newman (Principal Financial Officer and Principal Accounting Officer) 
    
    
/s/ William R. Johnson DirectorMay 13, 2021
William R. Johnson Chairman of the Board of Directors
    
    
/s/ Rodney C. Adkins  DirectorMay 13, 2021
Rodney C. Adkins    
    
    
/s/ Eva C. Boratto  DirectorMay 13, 2021
Eva C. Boratto    


/s/ Michael J. Burns  DirectorMay 13, 2021
Michael J. Burns    
    
    
/s/ Wayne M. Hewett  DirectorMay 13, 2021
Wayne M. Hewett  
    
    
/s/ Angela Hwang  DirectorMay 13, 2021
Angela Hwang   
    
    
/s/ Kate E. Johnson  DirectorMay 13, 2021
Kate E. Johnson   
    
    
/s/ Ann M. Livermore  DirectorMay 13, 2021
Ann M. Livermore    
    
    
/s/ Franck J. Moison  DirectorMay 13, 2021
Franck J. Moison    
    
    
/s/ Christiana Smith Shi  DirectorMay 13, 2021
Christiana Smith Shi
/s/ Russell Stokes DirectorMay 13, 2021
Russell Stokes
/s/ Kevin M. WarshDirectorMay 13, 2021
Kevin M. Warsh