FILE NO. 333-69611
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DST SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 43-1581814
(Jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
333 WEST 11TH STREET, 5TH FLOOR
KANSAS CITY, MISSOURI 64105-1594
(Address, including zip code, of principal executive offices)
DST SYSTEMS OF CALIFORNIA, INC. 401(K) RETIREMENT PLAN
(Full title of the plan)
(formerly known as USCS International, Inc. 401(k) Retirement Plan)
----------------------
RANDALL D. YOUNG, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DST SYSTEMS, INC.
333 WEST 11TH STREET, 5TH FLOOR
KANSAS CITY, MISSOURI 64105-1594
(816) 435-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
EXPLANATORY STATEMENT
This Post-Effective Amendment is being filed to provide information
regarding the merger of the DST Systems of California, Inc. 401(k) Retirement
Plan (the "California Plan") as specified herein. DST Systems, Inc. ("DST" or
the "Registrant") amended and restated the DST Systems, Inc. 401(k) Profit
Sharing Plan (the "DST Plan") effective December 31, 2003 to, among other
things, merge the California Plan into the DST Plan. Certain shares of common
stock, par value $0.01 per share (the "Common Stock"), of DST have been
previously registered on this Registration Statement for sale in connection with
the California Plan as specified below:
SHARES PREVIOUSLY REGISTERED
----------------------------
FILING DATE PRE-SPLIT POST-SPLIT(1) FILING FEE PAID
----------- --------- ------------- ---------------
12/23/98 15,000 30,000 $231
----------------------
(1) As adjusted to reflect DST's 2-for-1 stock split, effected in the form of a
100% stock dividend, payable October 19, 2000 to shareholders of record
October 6, 2000 and reflected in Post-Effective Amendment No. 1 dated
October 16, 2000.
No shares of Common Stock remain available for sale in connection with the
California Plan pursuant to this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The exhibits are listed in the Exhibit Index of this Post-Effective
Amendment to the Registration Statement, which Exhibit Index is incorporated
herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant,
DST SYSTEMS, INC., certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 3 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kansas
City, Missouri on this 14th day of January, 2004.
DST SYSTEMS, INC.
By: /S/ KENNETH V. HAGER
--------------------------------------
Name: Kenneth V. Hager
Title: Vice President, Chief Executive Officer
and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 3 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
THOMAS A. MCDONNELL* President, January 14, 2004
------------------------- Chief Executive Officer
Thomas A. McDonnell (Principal Executive Officer);
and Director
A. EDWARD ALLISON* Director January 14, 2004
-------------------------
A. Edward Allison
MICHAEL G. FITT* Director January 14, 2004
-------------------------
Michael G. Fitt
WILLIAM C. NELSON* Director January 14, 2004
-------------------------
William C. Nelson
M. JEANNIE STRANDJORD* Director January 14, 2004
-------------------------
M. Jeannie Strandjord
THOMAS A. MCCULLOUGH* Director January 14, 2004
-------------------------
Thomas A. McCullough
Director January 14, 2004
-------------------------
Travis E. Reed
/S/ KENNETH V. HAGER Vice President, Chief January 14, 2004
------------------------- Financial Officer, and
Kenneth V. Hager Treasurer (Principal
Financial Officer)
/S/ GREGG W. GIVENS Vice President and January 14, 2004
------------------------- Chief Accounting
Gregg W. Givens Officer
*By:
/S/ KENNETH V. HAGER
----------------------------------
Kenneth V. Hager, Attorney-in-fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of
Missouri, on January 14, 2004.
DST SYSTEMS, INC.
By /S/ KENNETH V. HAGER
-------------------------------------------
Kenneth V. Hager
Vice President, Chief Financial Officer and
Treasurer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
4.1* Agreement and Plan of Merger, dated September 2, 1998 by and
among DST Systems, Inc., DST Acquisitions, Inc. and USCS
International, Inc.
4.2 Paragraphs fourth, fifth, sixth, seventh, tenth, eleventh, and
twelfth of DST's Amended Delaware Certificate of Incorporation,
as restated, which is attached as Exhibit 3.1 to DST's
Registration Statement on Form S-1 filed on September 1, 1995, as
amended (Registration No. 33-96526) (the "IPO Registration
Statement"), as amended by DST's Certificate of Amendment of
Certificate of Incorporation dated May 9, 2000 which is attached
as Exhibit 3.1 to DST's Form 10-Q for the quarter ended March 31,
2000 (Commission File No. 1-14036), are hereby incorporated by
reference as Exhibit 4.2.
4.3 Article I, Sections 1, 2, 3 and 11 of Article II, Article V,
Article VIII, Article IX of DST's Amended and Restated By-laws as
amended and restated on May 13, 2003, which is attached as
Exhibit 3.2 to DST's Form 10-Q for the quarter ended March 31,
2003 (Commission File No. 1-14036), are hereby incorporated by
reference as Exhibit 4.3.
4.4.1* The Certificate of Designations dated October 16, 1995,
establishing the Series A Preferred Stock of DST Systems, Inc.
4.4.2 The summary of the preferred stock purchase rights set forth in
DST's Registration Statement on Form 8-A dated November 15, 1995
in connection with the listing of the preferred stock purchase
rights on the New York Stock Exchange (the "Form 8-A")
(Commission File No. 1-14036), as amended by Amendment No. 1 on
Form 8-A12B/A, dated July 30, 1998, Amendment No. 2 on Form
8-A12B/A, dated September 27, 1999, and Amendment No. 3 on Form
8-A12B/A, dated November 26, 2001 (Commission File No. 1-14036)
are hereby incorporated by reference as Exhibit 4.4.2.
4.4.3* The Rights Agreement dated as of October 6, 1995 (the "Rights
Agreement"), between DST Systems, Inc. and State Street Bank and
Trust Company, as rights agent.
4.4.4* The First Amendment dated as of July 9, 1998 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form
8-A12B/A, Amendment No. 1, dated July 30, 1998 (Commission File
No. 1-14036), to the Form 8-A.
4.4.5* The Second Amendment dated as of September 10, 1999 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form
8-A12B/A, Amendment No. 2, dated September 27, 1999 (Commission
File No. 1-14036).
4.4.6 The Third Amendment dated as of September 25, 2001 to the Rights
Agreement, which amendment is attached as Exhibit 99 to Form
8-A12B/A, Amendment No. 3, dated November 26, 2001 (Commission
File No. 1-14036), to the Form 8-A, is hereby incorporated by
reference as Exhibit 4.4.6.
4.4.7 The Assignment, Acceptance and Consent dated as of November 7,
2001 and among DST, State Street Bank and Trust Company, and
EquiServe Trust Company, N.A., and pertaining to the Rights
Agreement, which is attached as Exhibit 4.3.4 to DST's Annual
Report on Form 10-K for the year ended December 31, 2001
(Commission File No. 1-14036), is hereby incorporated by
reference as Exhibit 4.4.7
4.5 The description of DST's common stock, par value $0.01 per share,
set forth in DST's Registration Statement on Form 8-A dated
October 30, 1995 (Commission File No. 1-14036), as amended by
Amendment No. 1 on Form 8-A12B/A dated March 14, 2003, is hereby
incorporated by reference as Exhibit 4.5.
4.6.1* The USCS 401(k) Retirement Plan (the "401(k) Plan").
4.6.2* The first amendment to the 401(k) Plan dated as of December 17,
1998.
4.6.3* The second amendment to the 401(k) Plan dated as of December 17,
1998.
4.6.4* The USCS 401(k) Retirement Plan, as Amended and Restated
effective as of December 31, 1998 (the "Amended and Restated
401(k) Plan").
4.6.5* Amendment No. 1 to the Amended and Restated 401(k) Plan dated
December 29, 1999.
4.6.6* Amendment No. 2 to the Amended and Restated 401(k) Plan dated
March 12, 2001.
5.1* Opinion of Sonnenschein Nath & Rosenthal, counsel to DST Systems,
Inc., regarding legality.
23.1* Consent of Sonnenschein Nath & Rosenthal (included in Exhibit
5.1).
23.2* Consent of PricewaterhouseCoopers LLP, independent accountants.
24* Power of Attorney (included on signature page).
----------------------------
* Previously filed.