As filed with the Securities and Exchange Commission on October 25, 2002
Registration No. 333-72592
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)
-----------------------------------
2001 EMPLOYEE STOCK OPTION PLAN FOR KIRBY CORPORATION
(Full title of the plans)
----------------------------------
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. 333-72592) (the "Registration Statement") which
originally registered 1,000,000 shares of common stock, par value $.10 per share
(the "Common Stock"), of the Registrant reserved for issuance pursuant to the
2001 Employee 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 Predecessor 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 Kirby Corporation 2002 Stock and Incentive Plan
(the "Plan") on February 28, 2002, 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 473,887 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 23, 2002.
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 23, 2002
- -------------------------------------------- Director of the Corporation
C. Berdon Lawrence
/s/ J. H. Pyne President, Director and Principal October 23, 2002
- ----------------------------------------------------- Executive Officer of the Corporation
J. H. Pyne
* Executive Vice President, Treasurer, October 23, 2002
- -------------------------------------------- Assistant Secretary and Principal
Norman W. Nolen Financial Officer of the Corporation
* Vice President, Controller, Assistant October 23, 2002
- -------------------------------------------- Secretary and Principal Accounting
G. Stephen Holcomb Officer of the Corporation
* Director of the Corporation October 23, 2002
- --------------------------------------------
C. Sean Day
* Director of the Corporation October 23, 2002
- --------------------------------------------
Bob G. Gower
Director of the Corporation October 23, 2002
- --------------------------------------------
Walter E. Johnson
* Director of the Corporation October 23, 2002
- --------------------------------------------
William M. Lamont, Jr.
* Director of the Corporation October 23, 2002
- --------------------------------------------
George A. Peterkin, Jr.
* Director of the Corporation October 23, 2002
- --------------------------------------------
Robert G. Stone, Jr.
* Director of the Corporation October 23, 2002
- -----------------------------------------------------
Richard C. Webb
*By: /s/ J. H. Pyne
---------------------------------------
J. H. Pyne
Attorney-in-fact