<PAGE>
As filed with the Securities and Exchange Commission on March 5, 1997.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TYSON FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0225165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
(Address of principal executive offices)
TYSON FOODS, INC. NON-STATUTORY STOCK OPTION PLAN
(Full title of the Plan)
WAYNE BRITT
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
(Name and address of agent for service)
(501) 290-4000
(Telephone number, including Area Code,
of Agent for Service)
Copies of Communications to:
ARMIN G. BRECHER, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of each class Amount Proposed Proposed Amount of
of securities to be maximum maximum registration
to be registered offering aggregate fee(1)
registered price per offering
share(1) price(1)
<S> <C> <C> <C> <C>
Class A Common 6,000,000 $20.375 $122,250,000 $37,046
Stock, $0.10 par shares
value
<FN>
(1)Pursuant to Rule 457(c), the proposed offering price and registration
fee are based upon the average of the high and low prices of the
Class A Common Stock on March 3, 1997 as reported by the Nasdaq Stock
Market's National Market on March 3, 1997.
</FN>
</TABLE>
1
<PAGE>
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
===========================================================================
2
<PAGE>
This Registration Statement is being filed to register an additional
6,000,000 shares of Class A Common Stock for issuance under the Tyson
Foods, Inc. Non-Statutory Stock Option Plan. The contents of the
Registrant's Registration Statement on Form S-8 (Regis. No. 33-54716) are
therefore incorporated herein by reference.
3
<PAGE>
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 Springdale, State of Arkansas, on
March 5, 1997.
TYSON FOODS, INC.
By:/s/ Wayne Britt
------------------------------------------
Wayne Britt
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
* Senior Chairman of March 5, 1997
- -------------------- the Board of
Don Tyson Directors
* Chairman of the Board March 5, 1997
- -------------------- of Directors and
Leland E. Tollett Chief Executive
Officer
* President, Chief March 5, 1997
- -------------------- Operating Officer and
Donald E. Wray Director
* Vice Chairman of the March 5, 1997
- -------------------- Board of Directors
John H. Tyson
* Director March 5, 1997
- --------------------
Shelby D. Massey
* Director March 5, 1997
- --------------------
Joe F. Starr
* Director March 5, 1997
- --------------------
Neely Cassady
4
<PAGE>
*
- -------------------- Director March 5, 1997
Fred S. Vorsanger
* Director March 5, 1997
- --------------------
Barbara Tyson
* Director March 5, 1997
- --------------------
Lloyd V. Hackley
* Director March 5, 1997
- --------------------
Gerald Johnston
Executive Vice March 5, 1997
/s/ Wayne Britt President and Chief
- -------------------- Financial Officer
Wayne Britt (Principal Financial
Officer)
/s/ James G. Ennis Vice President and March 5, 1997
- -------------------- Controller (Chief
James G. Ennis Accounting Officer)
* By Wayne Britt, Attorney-in-Fact
5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion regarding legality 7-8
23(a) Consent of Ernst & Young LLP 9
23(b) Consent of counsel (contained in its opinion in
Exhibit 5)
24 Power of Attorney 10-20
6
<PAGE>
EXHIBIT 5
March 5, 1997
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
Re: Registration Statement on Form S-8
Tyson Foods, Inc.
Non-Statutory Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for Tyson Foods, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-8
(the "Registration Statement"), of an aggregate of 6,000,000 shares (the
"Shares") of Class A common stock, $.10 par value, of the Company, to be
issued and sold by the Company upon the exercise of options granted and to
be granted pursuant to the Tyson Foods, Inc. Non-Statutory Stock Option
Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of
the Company and the authorization of the grants of securities pursuant to
the Plan as we have deemed necessary and advisable. In such examinations,
we have assumed the genuineness of all signatures on all originals and
copies of documents we have examined, the authenticity of all documents
submitted to us as originals and the conformity to original documents of
all certified, conformed or photostatic copies. As to questions of fact
material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate governmental
officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Delaware.
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and the receipt
of payment therefor as provided in the Plan and as contemplated
by the Registration Statement, such Shares will be validly
issued, fully paid and non-assessable.
7
<PAGE>
Tyson Foods, Inc.
March 5, 1997
Page -2-
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY, LLP
8
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Tyson Foods, Inc. Non-Statutory
Stock Option Plan of our reports dated November 15, 1996, with respect to
the consolidated financial statements and schedule of Tyson Foods, Inc.
included or incorporated by reference in its Annual Report (Form 10-K) for
the year ended September 28, 1996 filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Little Rock, Arkansas
March 5, 1997
9
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/19/97 /s/ Don Tyson
- ---------------------- ------------------------------
Date Director
10
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/19/97 /s/ Leland E. Tollett
- --------------------- ----------------------------------
Date Director
11
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/19/97 /s/ Donald E. Wray
- ------------------- ---------------------------------
Date Director
12
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/25/97 /s/ John Tyson
- ------------------ -------------------------------
Date Director
13
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/19/97 /s/ Shelby Massey
- ------------------- ----------------------------------
Date Director
14
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/24/97 /s/ Joe F. Starr
- ---------------------- ------------------------------
Date Director
15
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/20/97 /s/ Neely Cassady
- ---------------------- -------------------------------
Date Director
16
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/20/97 /s/ Fred Vorsanger
- ------------------ -------------------------------
Date Director
17
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/19/97 /s/ Barbara Tyson
- ---------------------- -----------------------------
Date Director
18
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/19/97 /s/ Lloyd V. Hackley
- ------------------ -----------------------------
Date Director
19
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes
and appoints Leland Tollett and/or Wayne Britt, severally, his true and
lawful attorney in fact and agent with full powers of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign a Registration Statement on Form S-8, and any or all
amendments or supplements thereto, to be filed by Tyson Foods, Inc. (the
"Company") with respect to the purchase of shares of the Company's Class A
Common Stock, $.10 par value per share, on behalf of the Retirement Savings
Plan of Tyson Foods, Inc., and to file same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney in fact and agent, full powers and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney in fact and agent or his substitute(s),
may lawfully do or cause to be done by virtue hereof.
2/22/97 /s/ Gerald Johnston
- ---------------------- ------------------------------
Date Director
20
