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As filed with the Securities and Exchange Commission on December 24, 1997
Registration No. 333-_________
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL HOME FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3377322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
(Address, including ZIP code, of registrant's
principal executive offices)
INTERNATIONAL HOME FOODS, INC. 1997 STOCK OPTION PLAN
(Full title of the plans)
C. DEAN METROPOULOS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
INTERNATIONAL HOME FOODS, INC.
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
(Name, address, including ZIP code, of agent for service)
201-359-9920
(Telephone number, including area code, of agent for service of process)
Copy to:
JAMES A. KRAUSE
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
CALCULATION OF REGISTRATION FEE
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==================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 8,444,021 Shares $75,237,042 $75,237,042 $22,194.93
==================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(h), using the exercise price with respect
to 7,549,102 shares subject to options which have been granted and
using the average of the high and low prices for the Common Stock on
December 22, 1997, as reported on the New York Stock Exchange, with
respect to 894,919 shares.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information called for in Part I of Form
S-8 will be provided to participants in the 1997 Stock Option Plan of
International Home Foods, Inc. (the "Company" or the "Registrant") with respect
to which this registration statement relates. Such information is not being
filed with or included in this registration statement in accordance with the
rules and regulations of the Securities and Exchange Commission (the
"Commission").
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
the Company, are hereby incorporated by reference into this registration
statement on Form S-8 (this "Registration Statement").
(a) Prospectus, dated November 18, 1997, filed pursuant to Rule
424(b) of the Rules and Regulations of the Commission under
the Securities Act of 1933, as amended (the "Securities Act"),
on November 19, 1997;
(b) Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997, filed pursuant to Rule 15d-13 of the Rules and
Regulations of the Commission under the Exchange Act;
(c) Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997, filed pursuant to Rule 15d-13 of the Rules and
Regulations of the Commission under the Exchange Act;
(d) Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997, filed pursuant to Rule 15d-13 of the Rules
and Regulations of the Commission under the Exchange Act; and
(e) The description of the Company's common stock, par value $.01
per share, contained in Item 1 of the registration statement
on Form 8-A filed with the Commission on October 27, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), after the date of this Registration Statement and before
the filing of a post-effective amendment to this Registration Statement which
indicates that all shares of Common Stock offered hereunder have been sold or
that deregisters all such shares then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
2
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Ten of the Amended and Restated Certificate of Incorporation
of the Registrant provides that the Registrant shall indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation
Law. Pursuant to Section 145 of the Delaware General Corporation Law, the
Registrant generally has the power to indemnify its current and former
directors against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in those positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interest
of the Registrant, and with respect to any criminal action, so long as they had
no reasonable cause to believe their conduct was unlawful. With respect to
suits by or in the right of the Registrant, however, indemnification is
generally limited to attorneys' fees and other expenses and is not available if
the person is adjudged to be liable to the Registrant, unless the court
determines that indemnification is appropriate. The statute expressly provides
that the power to indemnify authorized thereby is not exclusive of any rights
granted under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Registrant also has the power to purchase and
maintain insurance for its directors and officers and has purchased a policy
providing such insurance.
The preceding discussion of the Registrant's Amended and Restated
Certificate of Incorporation and Section 145 of the Delaware General
Corporation Law is not intended to be exhaustive and is qualified in its
entirety by the Amended and Restated Certificate of Incorporation and Section
145 of the Delaware General Corporation Law.
The Registrant has entered into indemnification agreements with the
Registrant's directors and officers. Pursuant to such agreements, the
Registrant will, to the extent permitted by applicable law, indemnify such
persons against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought against them
by reason of the fact that they were directors or officers of the Registrant or
assumed certain responsibilities at the direction of the Registrant.
The form of Underwriting Agreement included as Exhibit 1.1 to the
Registrant's registration statement on Form S-1 filed under the Securities Act
on September 24, 1997 (Commission File No. 333-36249) provides for
indemnification of the Registrant and certain controlling persons under certain
circumstances, including indemnification for liabilities under the Securities
Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 of the
Company's registration statement on Form S-1, Commission File
No. 333-36249).
4.2 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's registration
statement on Form S-1, Commission File No. 333-36249).
5* Opinion of Vinson & Elkins L.L.P.
23.1* Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2* Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.3* Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.4 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5).
3
<PAGE> 4
24 Power of Attorney of officers and directors of the Company
(included on signature page).
99.1 International Home Foods, Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 10.3 of the Company's
registration statement on Form S-1, Commission File No.
333-36249).
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;
(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
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 Exchange Act that are incorporated by
reference in the Registration Statement.
2. That, for any 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 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
Securities 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.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Parsippany, State of New Jersey, on December 22,
1997.
INTERNATIONAL HOME FOODS, INC.
(Registrant)
By: /s/ C. Dean Metropoulos
----------------------------
C. Dean Metropoulos
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below hereby authorizes
and appoints each of C. Dean Metropoulos, Alan B. Menkes and N. Michael Dion as
his attorney-in-fact to sign on his behalf individually and in the capacity
stated below all amendments and post-effective amendments to this Registration
Statement as that attorney-in-fact may deem necessary or appropriate.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ C. Dean Metropoulos Chairman of the Board and December 4, 1997
------------------------------------------- Chief Executive Officer
C. Dean Metropoulos (Principal Executive
Officer)
/s/ N. Michael Dion Chief Financial Officer December 22, 1997
------------------------------------------- (Principal Financial and
N. Michael Dion Accounting Officer)
Director December ___, 1997
-------------------------------------------
L. Hollis Jones
/s/ Thomas O. Hicks Director December 22, 1997
-------------------------------------------
Thomas O. Hicks
Director December ___, 1997
-------------------------------------------
Charles W. Tate
Director December ___, 1997
-------------------------------------------
Alan B. Menkes
/s/ Michael J. Levitt Director December 4, 1997
-------------------------------------------
Michael J. Levitt
/s/ M. L. Lowenkron Director December 22, 1997
-------------------------------------------
M. L. Lowenkron
/s/ Roger T. Staubach Director December 22, 1997
-------------------------------------------
Roger T. Staubach
</TABLE>
5
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION OF EXHIBITS PAGE
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<S> <C>
4.1 -- Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's registration
statement on Form S-1, Commission File No. 333-36249).
4.2 -- Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Company's registration statement on Form S-1, Commission
File No. 333-36249).
5* -- Opinion of Vinson & Elkins L.L.P.
23.1* -- Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2* -- Consent of Arthur Andersen LLP, Independent Public Accountants.
23.3* -- Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.4 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 5).
24 -- Power of Attorney of officers and directors of the Company (included on
signature page).
99.1 -- International Home Foods, Inc. 1997 Stock Option Plan (incorporated by
reference to Exhibit 10.3 of the Company's registration statement on Form
S-1, Commission File No. 333-36249).
</TABLE>
_________________________
* Filed herewith.
6
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EXHIBIT 5
[VINSON & ELKINS LETTERHEAD]
December 23, 1997
International Home Foods, Inc.
1633 Littleton Road
Parsippany, New Jersey 07054
Dear Sirs:
We have acted as counsel to International Home Foods, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Securities Act") of the offer and sale of an
aggregate of 8,444,021 shares (the "Shares") of common stock ("Common Stock"),
par value $.01 per share, of the Company, as that number may be adjusted from
time to time pursuant to the provisions of the International Home Foods, Inc.
1997 Stock Option Plan (including any agreement evidencing an award thereunder,
the "Plan"), that may be issued pursuant to the Plan. Unless otherwise defined
herein, terms having their initial letters capitalized have the meanings
ascribed to them in the Plan.
In reaching the opinion set forth herein, we have reviewed such
agreements, certificates of public officials and officers of the Company,
records, documents and matters of law that we deemed relevant.
Based upon and subject to the foregoing, and subject further to the
assumptions, exceptions, and qualifications hereinafter stated, we express the
opinion that each Share, when issued in accordance with the terms of the Plan,
will be legally issued, fully paid and non-assessable.
The opinion expressed above is subject to the following assumptions,
exceptions and qualifications:
(a) We have assumed that (i) all information contained
in all documents reviewed by us is true and correct, (ii) all signatures on all
documents reviewed by us are genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies
are true and complete copies of the originals thereof, and (v) each natural
person signing any document reviewed by us had the legal capacity to do so.
(b) We have also assumed that the Company will receive
the full amount and type of consideration (as specified in the Plan) for each
of the Shares upon issuance, that such
<PAGE> 2
International Home foods, Inc.
December 23, 1997
Page 2
consideration will be in cash, personal property, or services already
performed, that such consideration will equal or exceed the par value per share
of Common Stock, that appropriate certificates evidencing the Shares will be
properly executed upon such issuance, and that each grant of an award pursuant
to the Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of
Texas, the Delaware General Corporation Law, and the federal laws of the United
States of America.
This opinion may be filed as an exhibit to a registration statement
filed under the Securities Act. In giving this consent, we do not thereby
admit that we come into the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
/s/ VINSON & ELKINS
<PAGE> 1
EXHIBIT 23.1
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
International Home Foods, Inc. on Form S-8 (File No. ) of our report
dated April 18, 1997 except as to Note 15, which is as of May 2, 1997 and Note
16(b) which is as of November 14, 1997, on our audit of the consolidated
financial statements of International Home Foods, Inc. as of December 31, 1996
and for the year ended December 31, 1996, which report is included in Form S-1
(File No. 333-36249) and is incorporated by reference in this Form S-8.
/s/ COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
December 23, 1997
<PAGE> 1
EXHIBIT 23.2
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
October 11, 1996 included in International Home Foods, Inc. Prospectus dated
November 18, 1997, and to all references to our Firm included in the Prospectus
and this registration statement.
/s/ ARTHUR ANDERSEN LLP
New York, New York
December 23, 1997
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EXHIBIT 23.3
[PEAT MARWICK LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
International Home Foods, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of International Home Foods, Inc. of our report dated April 11, 1997,
relating to the consolidated balance sheets of Bumble Bee Seafoods, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the related consolidated
statements of operations and accumulated deficit, and cash flows for each of
the years in the three-year period ended December 31, 1996, which report
appears in the registration statement (No. 333-36249) on Form S-1 of
International Home Foods, Inc.
Our report dated April 11, 1997, contains an explanatory paragraph that states
that the Company's notes payable and subordinated note payable were due and
payable in May 1996 and nonpayment has constituted events of default. The
Company does not currently have funds to retire these obligations. Such
conditions raise substantial doubt about the Company's ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/KPMG PEAT MARWICK LLP
San Diego, California
December 22, 1997
