As filed with the Securities and Exchange Commission on October 31, 2001
Registration No. 333-42794
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
KIRBY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 74-1884980
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
55 Waugh Drive, Suite 1000
Houston, Texas 77007
(Address of principal executive offices, including zip code)
-----------------------------------
2000 DIRECTOR STOCK OPTION PLAN FOR KIRBY CORPORATION
(Full title of the plan)
----------------------------------
J. H. Pyne
President
Kirby Corporation
55 Waugh Drive, Suite 1000
Houston, Texas 77007
(Name and address of agent for service)
(713) 435-1000
(Telephone number, including area code, of agent for service)
Copy to:
Thomas G. Adler, Esq.
Jenkens & Gilchrist,
A Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
EXPLANATORY NOTE
Kirby Corporation (the "Registrant") has filed a Registration Statement
on Form S-8 (Registration No. 333-42794) (the "Registration Statement") which
originally registered 100,000 shares of common stock, par value $.10 per share
(the "Common Stock"), of the Registrant reserved for issuance to directors of
the Registrant pursuant to the 2000 Director Stock Option Plan for Kirby
Corporation (the "Predecessor Plan"). In addition, pursuant to Rule 416 under
the Securities Act of 1933, the Registration Statement also covered an
indeterminate number of additional shares of the Common Stock issuable pursuant
to the exercise of options and/or awards granted or to be granted under the Plan
to prevent dilution that may result from any future stock splits, stock
dividends or similar transactions affecting the Common Stock.
The Registrant adopted the 2000 Nonemployee Director Stock Option Plan
for Kirby Corporation (the "Plan") on September 26, 2000, which replaced the
Predecessor Plan. No future awards will be made under the Predecessor Plan. This
Post-Effective Amendment No. 1 to the Registration Statement is filed to
deregister an aggregate of 100,000 shares (the "Shares") of Common Stock
previously registered that remain available for future grant under the
Predecessor Plan. The shares deregistered by this Post-Effective Amendment No. 1
will be registered, by a subsequently filed registration statement on Form S-8
for the Plan, and the associated registration fee paid by the Registrant to
register shares issuable under the Predecessor Plan on the Registration
Statement will be carried forward and applied to the registration fee necessary
to register shares issuable under the Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Houston, State of Texas, on October 31, 2001.
KIRBY CORPORATION
By: /s/ J. H. Pyne
-----------------------------------------
J. H. Pyne
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to the registration statement has been signed by
the following persons in their capacities and on the dates indicated:
Signature Capacity Date
--------- -------- ----
* Chairman of the Board and October 31, 2001
-------------------------------------------- Director of the Company
C. Berdon Lawrence
/s/ J. H. Pyne President, Director and October 31, 2001
-------------------------------------------- Principal Executive Officer of
J. H. Pyne the Company
* Executive Vice President, October 31, 2001
-------------------------------------------- Treasurer, Assistant Secretary
Norman W. Nolen and Principal Financial Officer
of the Company
* Vice President, Controller, October 31, 2001
-------------------------------------------- Assistant Secretary and
G. Stephen Holcomb Principal Accounting Officer of
the Company
* Director of the Company October 31, 2001
--------------------------------------------
C. Sean Day
* Director of the Company October 31, 2001
--------------------------------------------
Bob G. Gower
Director of the Company October __, 2001
--------------------------------------------
Walter E. Johnson
* Director of the Company October 31, 2001
--------------------------------------------
William M. Lamont, Jr.
* Director of the Company October 31, 2001
--------------------------------------------
George A. Peterkin, Jr.
* Director of the Company October 31, 2001
--------------------------------------------
Robert G. Stone, Jr.
/s/ Richard C. Webb Director of the Company October 31, 2001
--------------------------------------------
Richard C. Webb
*By: /s/ J. H. Pyne
--------------------------------
J. H. Pyne
Attorney-in-fact
