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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 20, 1998
REGISTRATION NO. 33-
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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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VLASIC FOODS INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
NEW JERSEY CAMPBELL PLACE 52-2067518
(State of Incorporation) CAMDEN, NEW JERSEY 08103-1799 (I.R.S. Employer
(Address of principal executive Identification Number)
offices)(Zip Code)
VLASIC FOODS INTERNATIONAL INC. SAVINGS
AND 401(k) PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
Norma B. Carter
General Counsel and Secretary
Campbell Place
Camden, New Jersey 08103-1799
(Name and address of agent for service)
(609) 342-4800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate offering registration
to be registered registered price per share(2) price(2) fee
<S> <C> <C> <C> <C>
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Common Stock, no par 409,090 Shares $ 21.656 $ 8,859,253 $ 2,613
value
Interests in the Plan(1)
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the New York Exchange on March 13, 1998,
and are used solely for the purpose of calculating the registration fee in
accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act
of 1933.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8
will be sent or given to employees eligible to participate in the Vlasic Foods
International Inc. Savings and 401(k) Plan for Salaried Employees (the "Plan")
as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Vlasic Foods International Inc. (the
"Registrant") and the Plan filed or to be filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement as of their respective dates:
(a) Registrant's effective Registration Statement on Form 10;
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since August 3, 1997; and
(c) The description of the Registrant's capital stock contained in the
Registrant's Registration Statement on Form 10 filed March 5, 1998 under the
Exchange Act, 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 Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 14A:3-5 of the New Jersey Business Corporation Act requires a
corporation to indemnify a director, officer or employee for expenses to the
extent that he or she has been successful in any legal proceeding involving that
individual by reason of his or her having served as a "corporate agent" as
defined in the statute. It permits a corporation to indemnify for expenses and
liabilities irrespective of the outcome, as follows: (i) in a civil proceeding,
other than by or in the right of the corporation, if the individual acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation; and (ii) in a criminal proceeding, if the
individual had no reasonable cause to believe his or her conduct was unlawful.
In civil proceedings, by or in the right of the corporation, the law also
enables a corporation to provide indemnification for expenses if the individual
acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation. If the individual has been found
liable to the corporation for negligence or misconduct, such indemnification may
only be provided if an appropriate court determines that in view of all the
circumstances the individual is fairly and reasonably entitled to indemnity for
expenses.
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At the time of the distribution of the Registrant's Common Stock to
the shareowners of Campbell Soup Company (the "Distribution"), as described in
the Registrant's Registration Statement on Form 10, Article VI of the
Registrant's By-Laws shall provide as follows:
INDEMNIFICATION; ADVANCE OF EXPENSES
SECTION 6.1 Right to Indemnification. (A) Subject to Section 6.3
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hereof, the Company shall indemnify to the fullest extent permitted by
applicable law any person who was or is a party or is threatened to be made a
party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative,
investigative or of any other kind, or any appeal therefrom (a "Proceeding"), by
reason of the fact that such person is or was a director or officer or employee
of the Company, or is or was serving at the request of the Company as a director
or officer or employee of another corporation or of a partnership, joint
venture, trust or other enterprise or entity, whether or not for profit, whether
domestic or foreign, including service with respect to an employee benefit plan,
its participants or beneficiaries, against all liability, loss and expense
(including judgments, fines, penalties, excise taxes, attorneys' fees and costs
and amounts paid in settlement) actually and reasonably incurred by such person
in connection with such Proceeding, whether or not the indemnified liability
arises or arose from any Proceeding by or in the right of the Company; provided,
however, the Company shall be required to indemnify any person seeking
indemnification in connection with any Proceeding initiated by such person only
if such Proceeding was authorized by the Board of Directors or is a Proceeding
to enforce such person's claim to indemnification pursuant to the rights granted
by applicable law, these By-Laws or otherwise by the Company. No
indemnification pursuant to this Article VI shall be required with respect to
any settlement or other nonadjudicated disposition of any threatened or pending
Proceeding unless the Company has given its prior written consent to such
settlement or other disposition.
(B) Without limiting the generality or the effect of this Section
6.1, the Company may enter into one or more agreements with any person which
provide for indemnification greater than or different from that provided in this
Section 6.1.
SECTION 6.2 Advance of Expenses. Subject to Section 6.3 hereof and
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the provisions of applicable law, expenses incurred by a director or officer or
employee in defending (or acting as a witness in) a Proceeding shall be paid by
the Company in advance of the final disposition of such Proceeding, provided
that in the event the director, officer or employee is a party to such
Proceeding, such payment shall be made only upon receipt of an undertaking by or
on behalf of the director or officer or employee to repay such amount if it
shall ultimately be determined that such person is not entitled to be
indemnified by the Company under applicable law.
SECTION 6.3 Procedure for Determining Permissibility. To determine
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whether any indemnification or advance of expenses under this Article VI is
permissible, the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to or otherwise involved in such Proceeding may,
and on request of any person seeking indemnification or advance of expenses
shall, determine (A) in the case of indemnification, whether the standards under
applicable law have been met, and (B) in the case of advance of expenses,
whether such advance is appropriate under the circumstances, provided that each
such determination
2
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shall be made by independent legal counsel if such quorum is not obtainable, or,
even if obtainable, if a majority vote of a quorum of disinterested directors so
directs or, if a resolution of the Board of Directors so directs, (I) by a
committee of the Board of Directors, in the case of a determination concerning a
director or officer of the Company or (II) by one or more officers of the
Company in the case of a determination concerning any person other than a
director or officer of the Company. The reasonable expenses of any director or
officer in prosecuting a successful claim for indemnification, and the fees and
expenses of any independent legal counsel engaged to determine permissibility of
indemnification or advance of expenses, shall be borne by the Company.
SECTION 6.4 Contractual Obligation. The obligations of the Company
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to indemnify a director or officer or employee under this Article VI, including
if applicable, the duty to advance expenses, shall be considered a contract
between the Company and such director or officer or employee, and no
modification or repeal of any provision of this Article VI shall affect, to the
detriment of the director or officer or employee, such obligations of the
Company in connection with a claim based on any act or failure to act occurring
before such modification or repeal.
SECTION 6.5 Indemnification Not Exclusive; Inuring of Benefit. The
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indemnification and advancement of expenses provided by this Article VI shall
not be deemed exclusive of any other right to which one indemnified may be
entitled under any statute, agreement, vote of shareholders or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
legal representatives and estate of any such person.
SECTION 6.6 Insurance and other Indemnification. The Board of
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Directors shall have the power to (A) authorize the Company to purchase and
maintain, at the Company's expense, insurance on behalf of the Company and on
behalf of others to the extent that power to do so has not been prohibited by
statute, (B) create any fund of any nature, whether or not under the control of
a trustee, or otherwise secure any of its indemnification obligations, and (C)
give other indemnification to the extent permitted by statute, including to
agents of the Company.
The Registrant has or will purchase, or by other means will have
rights under, a liability insurance policy covering its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith:
5 - Opinion of Counsel as to the legality of the securities offered.
23.1 - Consent of Price Waterhouse LLP
23.2 - Consent of Counsel (contained in the Opinion of Counsel, Exhibit 5
hereto
The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and to make
all changes required by the IRS in order to qualify the Plan.
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ITEM 9. UNDERTAKINGS.
Undertakings required by Item 512(a)
of Regulation S-K
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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 (i) and (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
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.
Undertakings required by Item 512(b)
of Regulation S-K
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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 15(d) of the Exchange
Act (and 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 the initial bona fide offering thereof.
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Undertakings required by Item 512(h)
of Regulation S-K
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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.
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 Camden, State of New Jersey, on March 20, 1998.
VLASIC FOODS INTERNATIONAL INC.
By /s/ Anthony P. DiSilvestro
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Anthony P. DiSilvestro
Director and Vice President-Treasurer
By /s/ Linda A. Lipscomb
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Linda A. Lipscomb
Director and Secretary
By /s/ Gerald S. Lord
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Gerald S. Lord
Director
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Camden, State of New
Jersey, on March 20, 1998.
VLASIC FOODS INTERNATIONAL INC. SAVINGS AND
401(K) PLAN FOR SALARIED EMPLOYEES
By /s/ Anthony P. DiSilvestro
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Anthony P. DiSilvestro
Director and Vice President-Treasurer
5
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EXHIBIT INDEX
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EXHIBIT NO. DOCUMENT
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5 Opinion of Counsel as to the legality of the securities
offered.
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Counsel (contained in the Opinion of
Counsel, Exhibit 5 hereto)
6
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Exhibit 5
March 20, 1998
Vlasic Foods International Inc.
Campbell Place
Camden, NJ 08103 - 1799
Re: Vlasic Foods International Inc.
409,090 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to Vlasic Foods International Inc., a New Jersey
corporation (the "Company"), in connection with the registration of an aggregate
409,090 shares (the "Shares") of the Company's Common Stock, no par value (the
"Common Stock"), pursuant to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the Vlasic Foods International Inc. Savings and
401(k) Plan for Salaried Employees (the "Plan").
We have participated in the preparation of the Registration Statement, and
have examined such corporate records and documents, certificates of officers
and matters of law as we have considered appropriate to enable us to give this
opinion.
Based upon the foregoing, it is our opinion that the Shares have been duly
and validly authorized by the Company, and upon the effectiveness of the
Registration Statement, the Shares issuable under the Plan, when delivered and
paid for in the manner described in the Plan, will be validly issued, fully paid
and nonassessable.
Our opinions contained herein relate solely to the New Jersey Business
Corporation Act, and we express no opinion herein concerning the laws of any
other jurisdiction.
This opinion is rendered to the Company in connection with the filing by
the Company of the Registration Statement with the Commission pursuant to the
Securities Act and is solely for the benefit of the Company in connection with
such filing. The opinions expressed herein may not be used or relied on by any
other person, nor may this letter or any copies thereof be furnished to a third
party, filed with a government agency, quoted, cited or otherwise referred to
without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
DECHERT PRICE & RHOADS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 21, 1997 appearing on page F-
2 of Vlasic Foods International Inc. Registration Statement on Form 10 (File No.
001-13933).
Price Waterhouse LLP
PRICE WATERHOUSE LLP
Thirty South Seventeenth Street
Philadelphia, Pennsylvania 19103
March 18, 1998
