AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 2000
Registration Statement No. 333-_____
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________
THE EARTHGRAINS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-3201045
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
8400 Maryland Avenue
St. Louis, Missouri 63105
(Address of principal executive offices)
__________________________
THE EARTHGRAINS COMPANY
AMENDED AND RESTATED DIRECTORS
DEFERRED FEE PLAN
(Full title of the plan)
__________________________
Joseph M. Noelker, Esq. Copies to:
Vice President, General Geetha R. Sant, Esq.
Counsel and Corporate The Stolar Partnership
Secretary 911 Washington Avenue
The Earthgrains Company St. Louis, Missouri 63101
8400 Maryland Avenue
St. Louis, Missouri 63105
(Name and address of agent for service)
(314) 259-7000
(Telephone number of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
class of to be maximum maximum registra-
securities Regis- offering aggregate tion fee
to be tered price offering
registered per share price
Common Stock,
$0.01 Par
Value
Per Share,
Including
Related 200,000 $19.93* $3,987,500.00 $1,052.70
Rights Shares
* Estimated solely for purposes of calculating the registration fee. In
accordance with Rule 457(h)(1), the proposed offering price of shares was based
on the average of the high and low prices reported on the New York Stock
Exchange for December 19, 2000.
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PART I
The Section 10(a) prospectus relating to the Plan is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents are incorporated in this registration statement by
reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended March
28, 2000.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
June 26, 2000 and September 12, 2000 and the Registrant's Current Reports on
Form 8-K filed with the Securities and Exchange Commission on March 31, 2000,
May 31, 2000, June 1, 2000, July 27, 2000 and September 26, 2000.
(c) The description of the Registrant's shares of common stock, including
the Rights related to the shares as set forth in the Rights Agreement relating
to such Rights, contained in the Registrant's registration statement filed under
the Securities Exchange Act of 1934, file no. 000-27426, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 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 have been sold or which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
Item 4. Description of Securities
The Registrant's common stock is registered under Section 12 of the Securities
Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
PricewaterhouseCoopers LLP, the Registrant's independent accountants, have no
interest in the Registrant.
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Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law permits the indemnification by a Delaware
corporation of its directors, officers, employees and other agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than derivative actions which are by or in the right of
the corporation) if they acted in good faith and in a manner they 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 their conduct was unlawful. A similar standard of care is applicable in
the case of derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) actually and reasonably incurred in
connection with defense or settlement of such an action or suit and requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The Registrant's Amended and Restated Certificate of Incorporation provides that
the directors and officers of the Registrant (and such other persons as
authorized by a majority of the Board of Directors) will be indemnified by the
Registrant to the full extent authorized or permitted by Delaware law.
Item 7. Exemptions from Registration Claimed
Not Applicable.
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Item 8. Exhibits
All Exhibits are listed in the Exhibit Index at the end of this Part II.
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;
(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) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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 of 1933, 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.
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(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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
The Registrant.
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 Clayton, State of Missouri, on December 20, 2000.
THE EARTHGRAINS COMPANY
By: /s/ JOSEPH M. NOELKER
Joseph M. Noelker
Vice President, General
Counsel and Corporate
Secretary
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
Barry H. Beracha* Chairman of the December 20,
(Barry H. Beracha) Board and Chief 2000
Executive Officer
(Principal
Executive Officer)
Mark H. Krieger* Vice President December 20,
(Mark H. Krieger) and Chief 2000
Financial Officer
(Principal
Financial Officer)
Virgil H. Rehkemper* Vice President and December 20,
(Virgil H. Rehkemper) Controller 2000
(Principal
Accounting Officer)
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J. Joe Adorjan* Director December 20,
(J. Joe Adorjan) 2000
Jaime Iglesias* Director December 20,
(Jaime Iglesias) 2000
Peter F. Benoist* Director December 20,
(Peter F. Benoist) 2000
Jerry E. Ritter* Director December 20,
(Jerry E. Ritter) 2000
E. Byron Glore* Director December 20,
(E. Byron Glore) 2000
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EXHIBIT INDEX
Exhibit 4.1
The Earthgrains Company Amended and Restated Directors Deferred Fee Plan.
Exhibit 5.1
Not furnished in accordance with Item 8(a) of this Form because the securities
being issued are not original issuance securities.
Exhibit 23.1
Consent of Independent Accountants (PricewaterhouseCoopers, LLP).
Exhibit 23.2
Consent of Independent Accountants (KPMG, LLP).
Exhibit 24.1
Power of Attorney executed by certain directors and officers of the Registrant.
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