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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 of principal executive offices, including zip code)
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INTERNATIONAL HOME FOODS, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
C. DEAN METROPOULOS
CHIEF EXECUTIVE OFFICER
INTERNATIONAL HOME FOODS, INC.
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
(973) 359-9920
(Name, address and telephone number of agent for service)
copy to:
A. WINSTON OXLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7891
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per unit (1) offering price(1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share . . . . . . . 5,000,000 (2) $ 17.8125 $ 89,062,500 $ 26,274
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 and based
on the average of the high and low prices reported on the New York
Stock Exchange on August 21, 1998.
(2) If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered on
this Registration Statement changes, the provisions of Rule 416 shall
apply to this Registration Statement, and this Registration Statement
shall be deemed to cover the additional securities resulting from the
split of, or dividend on, the securities covered by this Registration
Statement.
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The contents of the registration statement on Form S-8, File No.
333-43297, of International Home Foods, Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission on December 24,
1997, other than the contents of Item 3 contained therein, are hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by International Home Foods, Inc., a
Delaware corporation (the "Company"), and are incorporated herein by reference
and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") on
March 31, 1998;
(b) The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997, filed with the Commission pursuant to
the Exchange Act on July 27, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, filed with the Commission
pursuant to the Exchange Act on May 15, 1998;
(d) The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended March 31, 1998, filed with the
Commission pursuant to the Exchange Act on July 27, 1998;
(e) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998, filed with the Commission
pursuant to the Exchange Act on August 14, 1998;
(f) The Company's Current report on Form 8-K filed with the
Commission pursuant to the Exchange Act on March 16, 1998;
(g) The Company's Current Report on Form 8-K for the period ended
April 13, 1998, filed with the Commission pursuant to the
Exchange Act on April 20, 1998; and
(h) The description of the Company's Common Stock, $0.01 par value
per share, contained in Item 1 of the Company's Registration
Statement on Form 8-A filed with the Commission pursuant to
the Exchange Act on October 27, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold, or that deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to International Home Foods, Inc., 1633 Littleton
Road, Parsippany, New Jersey 07054, Attention: Secretary (973) 359-9920.
2
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ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 -- 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).
4.2 -- First Amendment to the International Home Foods, Inc.
1997 Stock Option Plan.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Vinson & Elkins L.L.P. (included as part
of Exhibit 5.1)
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 the 12th
day of June, 1998.
INTERNATIONAL HOME FOODS, INC
By: /s/ C. Dean Metropoulos
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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
date indicated.
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<CAPTION>
Signature Capacity Date
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<S> <C> <C>
/s/ C. Dean Metropoulos Chairman of the Board and August 20, 1998
- ------------------------------------------ Chief Executive Officer
C. Dean Metropoulos (Principal Executive Officer)
/s/ N.Michael Dion Chief Financial Officer August 20, 1998
- ------------------------------------------ (Principal Financial and Accounting
N. Michael Dion Officer)
/s/ Thomas O. Hicks Director August 20, 1998
- ------------------------------------------
Thomas O. Hicks
/s/ L. Hollis Jones Director August 20, 1998
- ------------------------------------------
L. Hollis Jones
/s/ Michael J. Levitt Director August 20, 1998
- ------------------------------------------
Michael J. Levitt
/s/ M. L. Lowenkron Director August 20, 1998
- ------------------------------------------
M. L. Lowenkron
/s/ Alan B. Menkes Director August 20, 1998
- ------------------------------------------
Alan B. Menkes
/s/ John R. Muse Director August 20, 1998
- ------------------------------------------
John R. Muse
/s/ Roger T. Staubach Director August 20, 1998
- ------------------------------------------
Roger T. Staubach
/s/ Charles W. Tate Director August 20, 1998
- ------------------------------------------
Charles W. Tate
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C> <C>
4.1 -- 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).
4.2 -- First Amendment to the International Home Foods, Inc. 1997 Stock Option Plan.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1)
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EXHIBIT 4.2
INTERNATIONAL HOME FOODS, INC.
FIRST AMENDMENT TO THE INTERNATIONAL HOME FOODS, INC.
1997 STOCK OPTION PLAN
THIS FIRST AMENDMENT TO THE INTERNATIONAL HOME FOODS, INC. 1997 STOCK
OPTION PLAN (this "Amendment") is made and adopted by International Home Foods,
Inc., a Delaware corporation (the "Company"), effective as of June 12, 1998.
RECITALS
WHEREAS, the board of directors approved and recommended to the
stockholders of the Company an increase (the "Increase") in the number of
shares of the Company's common stock, par value $.01 per share, available for
issuance under the International Home Foods, Inc. 1997 Stock Option Plan (the
"Plan") from 8,444,021 shares to 13,444,021 shares; and
WHEREAS, on May 6, 1998, the stockholders of the Company approved the
Increase.
AMENDMENT
NOW, THEREFORE, Section 3 of the Plan is hereby amended to read, in
its entirety, as follows:
"3. Shares Available. Subject to the adjustments provided in Section
10, the maximum aggregate number of shares of Common Stock, $.01 par value of
the Company (the "Common Stock") in respect of which Options may be granted for
all purposes under the Plan shall be 13,444,021 shares. If, for any reason,
any shares as to which Options have been granted cease to be subject to
purchase thereunder, including the expiration of such Option, the termination
of such Option prior to exercise, or the forfeiture of such Option, such shares
shall thereafter be available for grants under the Plan. Options granted under
the Plan may be fulfilled in accordance with the terms of the Plan with (i)
authorized and unissued shares of the Common Stock, (ii) issued shares of such
Common Stock held in the Company's treasury, or (iii) issued shares of Common
Stock reacquired by the Company in each situation as the Board of Directors or
the Committee may determine from time to time."
Except as expressly set forth herein, the Plan shall remain in full
force and effect without further amendment or modification.
IN WITNESS WHEREOF, the Company, acting by and through its officer
hereunto duly authorized, has executed this Amendment effective as of the date
first written above.
INTERNATIONAL HOME FOODS, INC.
By: /s/ Michael J. Cramer
----------------------------------------
Michael J. Cramer
Vice President
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EXHIBIT 5.1
[LETTERHEAD OF VINSON & ELKINS L.L.P.]
August 24, 1998
International Home Foods, Inc.
1633 Littleton Road
Parsippany, New Jersey 07054
Ladies and Gentlemen:
We have acted as counsel for International Home Foods, Inc., a
Delaware corporation (the "COMPANY"), in connection with the Company's
registration on Form S-8 under the Securities Act of 1933, as amended (the
"ACT"), of 5,000,000 shares (the "SHARES") of common stock (the "COMMON
STOCK"), par value $0.01 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 (as amended, the "PLAN"), that may be issued
pursuant to the Plan under the Company's Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") filed with the Securities and Exchange
Commission (the "COMMISSION").
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement on Form S-8,
(ii) the Amended and Restated Certificate of Incorporation of the Company, as
filed with the Secretary of State of the State of Delaware, (iii) the Bylaws of
the Company, (iv) certain minutes of meetings of, and resolutions adopted by,
the Board of Directors of the Company relating to the Plan, and (v) the Plan.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed 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) all persons executing and
delivering the documents we examined were competent to execute and deliver such
documents.
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 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.
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International Home Foods, Inc.
August 20, 1998
Page 2
Based on the foregoing, and having due regard for the legal
considerations we deem relevant, we are of the opinion that each Share, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and non-assessable.
This opinion is limited in all respects to the laws of the State of
Texas, the Delaware General Corporation Law and the federal laws of the United
States of America. You should be aware that we are not admitted to the
practice of law in the State of Delaware.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
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,
/s/ Vinson & Elkins L.L.P.
VINSON & ELKINS L.L.P.
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[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
EXHIBIT 23.1
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 March 6, 1998, on our audits of the consolidated financial
statements of International Home Foods, Inc. as of December 31, 1997 and 1996,
and for the years ended December 31, 1997 and December 31, 1996, which report
is included in the International Home Foods, Inc. Annual Report on Form 10-K/A.
Parsippany, New Jersey /s/ PRICEWATERHOUSECOOPERS LLP
August 19, 1998
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[ARTHUR ANDERSEN LLP LETTERHEAD]
EXHIBIT 23.2
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. Forms 10-K and 10-K/A for the year
ended December 31, 1997, which are incorporated by reference, and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
New York, New York
August 20, 1998
