AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1997
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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TRICON GLOBAL RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 13-3951308
(State of Incorporation) (I.R.S. No.)
1441 Gardiner Lane
Louisville, KY 40213
(Address of principal executive offices, including zip code)
SHAREPOWER STOCK OPTION PLAN
(Full title of the Plan)
R. Scott Toop
Assistant Secretary
TRICON Global Restaurants, Inc.
1441 Gardiner Lane
Louisville, KY 40213
(Name and address of agent for service)
(502) 456-8080
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be maximum maximum Amount of
securities to registered* offering aggregate registration
be registered price per share* offering fee*
price *
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TRICON GLOBAL
RESTAURANTS,
INC. COMMON 7,000,000 $31.188 $218,316,000 $66,156.36
STOCK
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Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, the offering price
and registration fee have been calculated on the basis of the average of the
high and low prices of TRICON Global Restaurants, Inc. Common Stock, reported in
the consolidated reporting system on September 26, 1997.
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<PAGE>
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II-5
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SHAREPOWER STOCK OPTION PLAN
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The information listed below, which has been filed by TRICON Global
Restaurants, Inc. ("TRICON") with the Securities and Exchange Commission (the
"Commission"), is specifically incorporated herein by reference:
(a) TRICON's Registration Statement on Form 10 filed with the Commission
on July 2, 1997 including the exhibits thereto, as amended by
Amendment No. 1 thereto filed on Form 10/A on July 28, 1997,
Amendment No. 2 thereto filed on Form 10/A on August 20, 1997, and
Amendment No. 3 thereto filed on Form 10/A on August 28, 1997.
(b) The description of TRICON's Common Stock contained in the
Registration Statement on Form 10 referred to in (a) above.
(c) The description of TRICON's Preferred Stock contained in the
Registration Statement on Form 10 referred to in (a) above.
All documents filed by TRICON pursuant to Section13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 after the date hereof, and prior to the
filing of a post-effective amendment indicating the termination of the offering
of the securities offered hereby, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof 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 to constitute a part hereof except as so modified or superseded.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
LEGAL OPINION
Lawrence F. Dickie, Esq., Vice President and Secretary of TRICON, has
rendered an opinion stating that the shares of TRICON Common Stock registered
hereunder, when issued in accordance with the terms of the SharePower Stock
Option Plan (the "Plan"), will be duly and validly issued, fully paid and
nonassessable. Mr. Dickie is a full-time employee of PepsiCo, Inc. ("PepsiCo"),
the parent company of TRICON, and beneficially owns certain PepsiCo securities,
including PepsiCo Capital Stock and options to purchase PepsiCo Capital Stock,
which will result in the ownership of TRICON Common Stock upon the distribution
of TRICON Company Stock to the holders of PepsiCo Capital Stock as described in
the Form 10, as amended.
EXPERTS
The combined financial statements of TRICON as of December 28, 1996 and
December 30, 1995, and for each of the years in the three year period ended
December 28, 1996, included in the TRICON Registration Statement on Form 10
filed with the SEC on July 2, 1997, as amended, have been audited by KPMG Peat
Marwick LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. The report of KPMG Peat Marwick
LLP covering the December 28, 1996 combined financial statements refers to
TRICON's 1995 adoption of the provisions of the Financial Accounting Standards
Board's Statement of Financial Standards No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and TRICON's
1994 change in the method of calculating the market related value of pension
plan assets used in the determination of pension expense and 1994 adoption of
the provisions of the Financial Accounting Standards Board's Statement of
Financial Standards No. 112, "Employers' Accounting for Postemployment
Benefits," respectively. Such combined financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in auditing and accounting.
The financial statements incorporated herein by reference to all documents
subsequently filed by TRICON pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 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, are or will be so
incorporated in reliance upon the reports of KPMG Peat Marwick LLP and any other
independent public accountants, and relating to such financial information and
upon the authority of such independent public accountants as experts in auditing
and accounting in giving such reports to the extent that the particular firm has
audited such financial statements and consented to the use of their reports
thereon.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A provision of the TRICON Articles (the "Provision) provides that to the
full extent from time to time permitted by law, no Director shall be personally
liable in any action for monetary damages for breach of any duty as a Director,
whether such action is brought by or in the right of the Company or otherwise.
Neither the amendment nor repeal of the Provision, nor adoption of any provision
of the TRICON Articles which is inconsistent with the Provision, shall eliminate
or reduce the protection afforded by the Provision with respect to any matter
which occurred, or any cause of action, suit or claim which, but for the
Provision would have accrued or arisen, prior to such amendment, repeal or
adoption.
While the TRICON Articles provide Directors with protection from awards
for monetary damages for breaches of their duty of care, they do not eliminate
such duty. Accordingly, the TRICON Articles will have no effect on the
availability of equitable remedies such as an injunction or recission based on a
Director's breach of his or her duty of care.
The TRICON Articles provide that the Company shall, to the fullest extent
from time to time permitted by law, indemnify its Directors and officers against
all liabilities and expenses in any suit or proceeding, whether civil, criminal,
administrative or investigative, and whether or not brought by or on behalf of
the Company, including all appeals therefrom, arising out of their status as
such or their activities in any of the foregoing capacities, unless the
activities of the person to be indemnified were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
Company. The Company shall likewise and to the same extent indemnify any person
who, at the request of the Company, is or was serving as a Director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or as a trustee or
administrator under any employee benefit plan. The right to be indemnified shall
include, without limitation, the right of a Director or officer to be paid
expenses in advance of the final disposition of any proceeding upon receipt of
an undertaking to repay such amount unless it shall ultimately be determined
that he or she is entitled to be indemnified. A person entitled to
indemnification shall also be paid reasonable costs, expenses and attorneys'
fees (including expenses) in connection with the enforcement of rights to the
indemnification granted. The foregoing rights of indemnification shall not be
exclusive of any other rights to which those seeking indemnification may be
entitled and shall not be limited by the provisions of the North Carolina
Business Corporation Act or any successor statute. The Board of Directors may
take such action as it deems necessary or desirable to carry out the foregoing
indemnification provisions, including adopting procedures for determining and
enforcing the rights guaranteed thereby, and the Board of Directors is expressly
empowered to adopt, approve and amend from time to time such Bylaws, resolutions
or contracts implementing such provisions or such further indemnification
arrangement as may be permitted by law. Neither the amendment or repeal of the
foregoing indemnification provisions, nor the adoption of any provision of the
TRICON Articles inconsistent with the foregoing indemnification provisions,
shall eliminate or reduce any rights to indemnification afforded by the
foregoing indemnification provisions to any person with respect to their status
or any activities in their official capacities prior to such amendment, repeal
or adoption.
Officers and directors of TRICON are presently covered by insurance which
(with certain exceptions and within certain limitations) indemnifies them
against any losses arising from any alleged wrongful act including any alleged
error or misstatement or misleading statement or wrongful act or omission or
neglect of duty.
ITEM 8. EXHIBITS
The Index to Exhibits is incorporated herein by reference.
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 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.
(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 Securities Act of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.
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S-1
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 Purchase, New York, on the 1st day of October, 1997.
TRICON Global Restaurants, Inc.
By: /s/ R. SCOTT TOOP
R. Scott Toop
Assistant Secretary
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
John T. Cahill * Vice President and October 1, 1997
(John T. Cahill) Director
Robert L. Carleton * Vice President and October 1, 1997
(Robert L. Carleton) Controller (Chief
Accounting Officer)
Lawrence F. Dickie * Vice President, Secretary October 1, 1997
(Lawrence F. Dickie) and Director
Karl M. von der Heyden * Director and Chief October 1, 1997
(Karl M. von der Heyden) Executive Officer
Robert C. Lowes * Chief Financial Officer October 1, 1997
(Robert C. Lowes)
Andrall E. Pearson* Chairman of the Board and October 1, 1997
(Andrall E. Pearson) Director
*By: /s/ R. SCOTT TOOP
R. Scott Toop
Assistant Secretary
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E-1
INDEX TO EXHIBITS
Exhibit No. Description Page
4.1 Form of Amended and Restated Charter of TRICON *
(filed as Exhibit 3.01 to TRICON's Registration
Statement on Form 10).
4.2 Form of Bylaws of TRICON (filed as Exhibit 3.02 to *
TRICON's Registration Statement on Form 10).
5 Opinion and consent of Lawrence F. Dickie, Esq.,
Vice President and Secretary of TRICON.
23 (a) Consent of KPMG Peat Marwick LLP.
(b) The consent of Lawrence F. Dickie, Esq. is contained *
in his opinion filed as Exhibit 5.
24 Powers of Attorney(incorporated by reference to *
TRICON's Registration Statement on Form S-8 filed on
October 1, 1997, with respect to the Restaurant
Deferred Compensation Plan).
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*Previously filed or incorporated by reference
EXHIBIT 5
TRICON Global Restaurants, Inc.
1441 Gardiner Lane
Louisville, KY 40213
October 1, 1997
Dear Sir or Madam:
As Vice President and Secretary of TRICON Global Restaurants, Inc.
("TRICON"), I have acted as counsel to TRICON in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed
today with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
7,000,000 shares of TRICON Common Stock pursuant to the SharePower Stock Option
Plan (the "Plan").
In connection with the opinion set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the shares being
registered pursuant to the Registration Statement to which this opinion is an
exhibit, when sold in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption of "Legal Opinion". In giving this consent, I do not admit
that I am in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
By: /s/ Lawrence F. Dickie
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Lawrence F. Dickie
Vice President and
Secretary
Exhibit 23 (a)
The Board of Directors
TRICON Global Restaurants, Inc.
We consent to the use of our report dated June 30, 1997 on the combined
financial statements of TRICON Global Restaurants, Inc. ("TRICON") as of
December 28, 1996 and December 30, 1995 and for each of the years in the three
year period ended December 28, 1996 incorporated herein by reference in the
Registration Statement on Form S-8 of TRICON pertaining to the SharePower Stock
Option Plan and to the reference to our firm under the heading "Experts" in the
Registration Statement.
Our report refers to TRICON's adoption of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" in
1995 and TRICON's adoption of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits" and TRICON's change in the method of calculating the
market-related value of pension plan assets used in the determination of pension
expense in 1994.
/s/ KPMG PEAT MARWICK LLP
New York, New York
October 1, 1997
