RYDER SYSTEM INC — Registration Form 2003

Aug 29, 2003

S-8 1 g84778sv8.htm RYDER SYSTEM, INC. FORM S-8 RYDER SYSTEM, INC. FORM S-8 PAGEBREAK

As filed with the Securities and Exchange Commission on August 29, 2003

Registration No. 333-______

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RYDER SYSTEM, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida (State or Other Jurisdiction of Incorporation or Organization) 59-0739250 (I.R.S. Employer Identification No.)

3600 NW 82nd Avenue Miami, Florida 33166 (Address and Zip Code of Principal Executive Offices)

RYDER SYSTEM, INC. BOARD OF DIRECTORS STOCK AWARD PLAN (Full Title of the Plan)

Flora R. Perez, Esq. Ryder System, Inc. 3600 NW 82nd Avenue Miami, Florida 33166 (Name and Address of Agent For Service)

(305) 500-3726 (Telephone Number, Including Area Code, of Agent For Service)

Calculation of Registration Fee

		Proposed — Maximum	Proposed — Maximum
	Amount To Be	Offering Price	Aggregate	Amount of
Title of Securities To Be Registered	Registered (1)	Per Share (2)	Offering Price	Registration Fee(3)
Common Stock ($0.50 par value) (3)	300,000	$ 28.485	$ 8,545,500	$ 691.33

| (1) | This registration statement also registers such indeterminate number of
additional shares as may become issuable under the Ryder System, Inc.
Board of Directors Stock Award Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected by the
registrant. |
| --- | --- |
| (2) | Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended. The
price is based on the average of the high and low sales price per share of
common stock on August 27, 2003, as reported by the New York Stock
Exchange. |
| (3) | Each share of common stock that may be issued under this registration
statement will have an attached preferred share purchase right. The
preferred share purchase rights are only exercisable upon the occurrence
of certain prescribed events, none of which has occurred. Pursuant to
Rule 457(i), no registration fee is required with respect to the preferred
share purchase rights. |

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REGISTRATION OF ADDITIONAL SECURITIES

INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE

This registration statement has been prepared and filed pursuant to and in accordance with the requirements of General Instruction E to Form S-8 solely for the purpose of registering additional shares of our common stock issuable under the Ryder System, Inc. Board of Directors Stock Award Plan (the “Plan”) at any time and from time to time. On May 7, 1997, we filed a registration statement on Form S-8 (File No. 333-26653) with the Securities and Exchange Commission in order to register shares of our common stock issuable under the Plan. The contents of such earlier registration statement are incorporated by reference into this registration statement.

Item 5. Interests of Named Experts and Counsel

Certain legal matters with respect to the offering of the shares of common stock registered hereby have been passed upon by Flora R. Perez, Esq., Senior Counsel of the Company.

Item 8. Exhibits

Exhibit No.	Exhibits
5.1	Opinion of Flora R. Perez, Senior Counsel of Ryder System, Inc. regarding
the legality of the common stock being registered.
23.1	Consent of KPMG LLP, Independent Certified Public Accountants.
23.2	Consent of Flora R. Perez, Senior Counsel of Ryder System, Inc. (included
in Exhibit 5.1).
24.1	Power of Attorney.

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SIGNATURES

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 Miami, State of Florida, on August 29, 2003.

RYDER SYSTEM, INC
By: /s/ Gregory T. Swienton
Gregory T. Swienton, Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Gregory T. Swienton Gregory T. Swienton	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)	August 29, 2003
/s/ Tracy A. Leinbach Tracy A. Leinbach	Chief Financial Officer (Principal Financial Officer)	August 29, 2003
/s/ Art A. Garcia Art A. Garcia	Vice President and Controller (Principal Accounting Officer)	August 29, 2003
/s/ John M. Berra* John M. Berra	Director	August 29, 2003
/s/ Joseph L. Dionne* Joseph L. Dionne	Director	August 29, 2003
/s/ Edward T. Foote II* Edward T. Foote II	Director	August 29, 2003
/s/ David I. Fuente* David I. Fuente	Director	August 29, 2003
/s/ Lynn M. Martin* Lynn M. Martin	Director	August 29, 2003
/s/ Daniel H. Mudd* Daniel H. Mudd	Director	August 29, 2003
/s/ Eugene A. Renna* Eugene A. Renna	Director	August 29, 2003
/s/ Abbie J. Smith* Abbie J. Smith	Director	August 29, 2003

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SIGNATURE	TITLE	DATE
/s/ Hansel E. Tookes II* Hansel E. Tookes II	Director	August 29, 2003
/s/ Christine A. Varney* Christine A. Varney	Director	August 29, 2003
* /s/ Richard H. Siegel Richard H. Siegel Attorney-in-Fact		August 29, 2003

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