Filed with the Securities and Exchange Commission on May 14, 2012
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.)

11690 NW 105th Street
Miami, Florida	 	33178	
(Address of Principal Executive Offices)	 	(Zip Code)	
Ryder System, Inc. 2012 Equity and Incentive Compensation Plan
(Full Title of the Plan)

Julie A. Azuaje, Esq.
Senior Counsel
11690 NW 105 th Street
Miami, Florida 33178
(Name and Address of Agent For Service)
(305) 500-3726
(Telephone Number, Including Area Code, of Agent For Service)

Copy to:
Kara L. MacCullough, Esq.
Greenberg Traurig, P.A.
401 E. Las Olas Blvd., Ste 2000
Ft. Lauderdale, Florida 33301
(954) 765-0500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	x	  	Accelerated filer	 	¨	
				
Non-accelerated filer	 	¨   (Do not check if a smaller reporting company)	  	Smaller reporting company	 	¨	

CALCULATION OF REGISTRATION FEE

Title of
Securities To Be Registered	  	Amount
To Be
Registered(1)	  	Proposed
Maximum
Offering Price
Per Share(2)	  	Proposed
Maximum
Aggregate
Offering Price	  	Amount of
Registration Fee(2)	
Common Stock, $.50 par value	  	3,500,000	  	$46.25	  	$161,875,000	  	$18,550.88	

(1)	This Registration Statement covers a total of 3,500,000 shares of common stock that are available for issuance under the Ryder System, Inc. 2012 Equity and Incentive Compensation Plan. This Registration Statement shall also cover any additional shares of common stock that become issuable under the Ryder System, Inc. 2012 Equity and Incentive Compensation Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of Ryder System, Inc.’s outstanding shares of common stock.	
(2)	Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act of 1933 on the basis of the average of the high and low selling prices per share of common stock of Ryder System, Inc. on May 9, 2012, as reported by the New York Stock Exchange.	

 

Part I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of this Registration Statement will be sent or given to all persons who participate in the Ryder System, Inc. 2012 Equity and Incentive Compensation Plan (the “Plan”), as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents are not required to be filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Part II
Information Required in the Registration Statement
 
Item 3.	Incorporation of Documents by Reference	
The following documents, which have been filed with the Commission by Ryder System, Inc. (the “Company”), are incorporated by reference herein, other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K:

Commission Filing (File No. 1-4364)	  	Period Covered or Date of Filing	
		
Annual Report on Form 10-K	  	Year ended December 31, 2011	
		
Quarterly Report on Form 10-Q	  	Quarter ended March 31, 2012	
		
Current Reports on Form 8-K	  	February 16, 2012, March 1, 2012 and May 10, 2012	
		
Description of our common stock contained in Registration Statement on Form 8-A and any amendment or report filed for the purpose of updating such description	  	September 10, 1971	
		
All subsequent documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold	  	After the date of this Registration Statement	
 
Item 4.	Description of Securities	
Not applicable.
 
Item 5.	Interests of Named Experts and Counsel	
Not applicable.
 
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Item 6.	Indemnification of Directors and Officers	
Under Section 607.0831 of the Florida Business Corporation Act (the “FBCA”), a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act regarding corporate management or policy unless (1) the director breached or failed to perform his or her duties as a director and (2) the director’s breach of, or failure to perform, those duties constitutes: (a) a violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful, (b) a transaction from which the director derived an improper personal benefit, either directly or indirectly, (c) a circumstance under which the liability provisions of Section 607.0834 are applicable, (d) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct, or (e) in a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.
Under Section 607.0850 of the FBCA, a corporation has power to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of the corporation), by reason of the fact that he or she 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 liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, has reasonable cause to believe that his or her conduct was unlawful.
In addition, under Section 607.0850 of the FBCA, a corporation has the power to indemnify any person, who was or is a party to any proceeding 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, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Under Section 607.0850 of the FBCA, the indemnification and advancement of expenses provided pursuant to Section 607.0850 of the FBCA are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. However, indemnification or advancement of expenses shall not be made to or on behalf of any director, officer, employee or agent if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (a) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (c) in the case of a director, a circumstance under which the above liability provisions of Section 607.0834 are applicable; or (d) willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding by or in the right of a shareholder.
Article VIII of the Company’s Restated Articles of Incorporation provides that the Company has the power to indemnify its directors, officers, and other employees to the fullest extent permitted by law. Article XII of the Company’s By-Laws further provides that the Company shall indemnify to the fullest extent permitted by current or future legislation
 
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or current or future judicial or administrative decisions (to the extent such future legislation or decisions permit the Company to provide broader indemnification rights than permitted prior to such legislation or decisions), each person who is a party or witness to any proceeding (whether civil, criminal, administrative or investigative) against any liability (including any judgment, settlement, penalty or fine) or cost, charge or expense (including attorneys fees) by reason of the fact that such indemnified person is or was a director, officer or employee of the Company, or is or was an agent as to whom the Company has agreed to grant such indemnification, or is or was serving at the request of the Company as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, or is or was serving as an agent of such corporation, partnership, joint venture, trust or other enterprise.
We maintain directors’ and officers’ liability insurance for our directors and officers.
 
Item 7.	Exemption from Registration Claimed	
Not applicable.
 
Item 8.	Exhibits	

Exhibit
Number	  	Exhibits	
		
  5.1	  	Opinion of Greenberg Traurig, P.A. regarding the legality of the common stock being registered.	
		
10.7	  	Ryder System, Inc. 2012 Equity and Incentive Compensation Plan, previously filed with the Securities and Exchange Commission with a Form 8-K on May 10, 2012.	
		
23.1	  	Consent of PricewaterhouseCoopers LLP.	
		
23.2	  	Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1).	
		
24.1	  	Power of Attorney.	
 
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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 of 1933;
(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 a 20% 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) of this section 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 Securities Exchange Act of 1934 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 of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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.
 
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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 this 14th day of May, 2012.

RYDER SYSTEM, INC.	
		
By:	 	/s/ Gregory T. Swienton	
	 	Name: Gregory T. Swienton	
	 	Title: Chairman 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 date indicated.

Signature	  	Title	 	Date	
			
/s/ Gregory T. Swienton
Gregory T. Swienton	  	Chairman and Chief Executive Officer
(Principal Executive Officer)	 	May 14, 2012	
			
/s/ Art A. Garcia
Art A. Garcia	  	Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)	 	May 14, 2012	
			
/s/ Cristina A. Gallo-Aquino
Cristina A. Gallo-Aquino	  	Vice President and Controller
(Principal Accounting Officer)	 	May 14, 2012	
			
*
James S. Beard	  	Director	 	May 14, 2012	
			
*
John M. Berra	  	Director	 	May 14, 2012	
			
*
Robert J. Eck	  	Director	 	May 14, 2012	
			
*
L. Patrick Hassey	  	Director	 	May 14, 2012	
			
*
Luis P. Nieto, Jr.	  	Director	 	May 14, 2012	
			
*
Eugene A. Renna	  	Director	 	May 14, 2012	
			
*
Abbie J. Smith	  	Director	 	May 14, 2012	
 
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*
E. Follin Smith	  	Director	 	May 14, 2012	
			
*
Hansel E. Tookes II	  	Director	 	May 14, 2012	
			
/s/ Julie A. Azuaje
Julie A. Azuaje	  	Attorney-in-Fact	 	May 14, 2012	
 
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Exhibit Index

Exhibit
Number	  	Description	
		
  5.1	  	Opinion of Greenberg Traurig, P.A. regarding the legality of the common stock being registered.	
		
23.1	  	Consent of PricewaterhouseCoopers LLP.	
		
24.1	  	Power of Attorney.	
 
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Exhibit 5.1
OPINION OF GREENBERG TRAURIG, P.A.
REGARDING THE LEGALITY OF THE COMMON STOCK BEING REGISTERED
May 14, 2012
Ryder System, Inc.
11690 N.W. 105th Street,
Miami, Florida 33178
 
 	Re:	Registration Statement on Form S-8	
Ladies and Gentlemen:
We have acted as counsel to Ryder System, Inc., a Florida corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). Such Registration Statement relates to the registration by the Company of 3,500,000 shares (the “Shares”) of the Company’s common stock, $0.50 par value per share, issuable pursuant to the Company’s 2012 Equity and Incentive Compensation (the “Plan”).
In so acting, we have examined, considered and relied upon copies of the following documents: (1) the Registration Statement, (2) the Company’s Restated Articles of Incorporation, as amended, (3) the Company’s By-Laws, as amended, (4) the Plan, and (5) such other documents and instruments that we have deemed necessary for the expression of the opinions contained herein. In our examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all copies.
As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.
Based upon the foregoing examination, we are of the opinion that the Shares have been duly authorized and, when issued and delivered by the Company in accordance with the Plan, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Florida and the foregoing opinion is limited to the laws of the State of Florida and the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,	
	
/s/ Greenberg Traurig, P.A.	
	
Greenberg Traurig, P.A.	

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated February 16, 2012 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in Ryder System, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011.
/s/ PricewaterhouseCoopers LLP
Miami, Florida
May 14, 2012

Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being directors of Ryder System, Inc., a Florida corporation, (the “Corporation”), and together constitute a majority of the Board of Directors, hereby appoints Robert D. Fatovic, Flora R. Perez, David M. Beilin and Julie A. Azuaje, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to execute in the name of each such person and to file (i) a Registration Statement of the Corporation on Form S-8 under the Securities Act of 1933, as amended with respect to 3,500,000 shares of the Corporation’s common stock issuable pursuant to the Corporation’s 2012 Equity and Incentive Compensation Plan and (ii) any and all amendments and post-effective amendments to such Registration Statement as such person or persons executing the same pursuant to this Power of Attorney may approve.
This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one Power of Attorney.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his or her hand on this 4th day of May, 2012.

/s/ James S. Beard	 		 	/s/ John M. Berra	
James S. Beard	 		 	John M. Berra	
			
/s/ Robert J. Eck	 		 	/s/ L. Patrick Hassey	
Robert J. Eck	 		 	L. Patrick Hassey	
			
/s/ Luis P. Nieto, Jr.	 		 	/s/ Eugene A. Renna	
Luis P. Nieto, Jr.	 		 	Eugene A. Renna	
			
/s/ Abbie J. Smith	 		 	/s/ E. Follin Smith	
Abbie J. Smith	 		 	E. Follin Smith	
			
/s/ Hansel E. Tookes, II	 		 		
Hansel E. Tookes, II