<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 2000.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VLASIC FOODS INTERNATIONAL INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
VLASIC PLAZA
NEW JERSEY SIX EXECUTIVE CAMPUS 52-2067518
CHERRY HILL, NJ 08002-4112
(State of Incorporation) (Address of principal executive offices) (Zip Code) (I.R.S. Employer
Identification No.)
</TABLE>
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(k) PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
NORMA B. CARTER
Vice President, General Counsel and Corporate Secretary
Vlasic Plaza
Six Executive Campus
Cherry Hill, NJ 08002-4112
(name and address of agent for service)
(856) 969-7100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Securities Amount maximum maximum Amount of
to be registered to be offering aggregate registration
registered price per share* offering price * fee
------------------- ---------- ---------------- ---------------- ---
<S> <C> <C> <C> <C>
Common Stock 1,500,000 Shares $1.65625 $2,484,375 $ 656
no par value
</TABLE>
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* Calculated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based
upon the high and low sales prices for the Common Stock of Vlasic Foods
International Inc. as reported on the New York Stock Exchange, Inc. on
April 27, 2000.
================================================================================
<PAGE> 2
PART II
PRIOR REGISTRATION STATEMENT
This registration statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering additional shares
of Common Stock of the registrant in connection with the Vlasic Foods
International Inc. Savings and 401(k) Plan for Salaried Employees (the "Plan").
A registration statement on Form S-8, File No. 333-48353 (the "Prior
Registration Statement") was filed on March 20, 1998 in respect of shares of
Common Stock to be offered pursuant to the Plan and is currently effective. The
contents of the Prior Registration Statement, to the extent not otherwise
amended or superseded by the contents hereof, are incorporated herein by
reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed herewith as part of this
Registration Statement:
5.1 Opinion of Norma B. Carter - Vice President, General
Counsel and Corporate Secretary - as to the legality
of the securities offered.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Norma B. Carter (included in Exhibit 5.1)
24.1 Power of Attorney (set forth on signature page of
this Registration Statement).
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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 a Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Cherry Hill, New Jersey, on April 28, 2000.
VLASIC FOODS INTERNATIONAL INC.
By: /s/ Norma B. Carter
Norma B. Carter
Vice President, General Counsel and
Corporate Secretary
By: /s/ Joseph Adler
Joseph Adler
Vice President and Controller
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 Cherry Hill, New
Jersey, on April 28, 2000.
VLASIC FOODS INTERNATIONAL INC.
SAVINGS AND 401(K) PLAN FOR
SALARIED EMPLOYEES
By: /s/ Joseph Adler
Joseph Adler
Vice President and Controller
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<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors
and officers of Vlasic Foods International Inc. a New Jersey corporation (the
"Company"), hereby constitute and appoint Norma B. Carter and Joseph Adler,
acting singly or jointly, the true and lawful agents and attorneys-in-fact of
the undersigned with full power of substitution and revocation, for such person
and in such person's name, place and stead, in any and all capacities, to sign
any and all amendments (including pre-effective or post-effective amendments) or
supplements to this Registration Statement on Form S-8 under the Securities Act,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully as to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or
substitute or substitutes, may lawfully do or cause to be done by virtue thereof
relating to the Common Stock to be issued by the Company in connection with the
Vlasic Foods International Inc. Savings and 401(k) Plan for Salaried Employees.
Pursuant to the requirements of the Securities Act, this Registration Statement
and the foregoing Power of Attorney have been signed by the following persons in
the capacities and on the date indicated.
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<PAGE> 5
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 dates indicated.
Date
/s/ Robert F. Bernstock
- ------------------------------------------
Robert F. Bernstock, President and April 2000
Chief Executive Officer
/s/ Donald J. Keller
- ------------------------------------------
Donald J. Keller, Chairman of the Board April 2000
of Directors
/s/ Robert T. Blakely
- ------------------------------------------
Robert T. Blakely, Director April 2000
(Principal Financial and Accounting Officer)
/s/ Morris A. Cohen
- ------------------------------------------
Morris A. Cohen, Director April 2000
/s/ Tristam C. Colket
- ------------------------------------------
Tristram C. Colket, Jr., Director April 2000
/s/ Lawrence C. Karlson
- ------------------------------------------
Lawrence C. Karlson, Director April 2000
/s/ Shaun F. O'Malley
- ------------------------------------------
Shaun F. O'Malley, Director April 2000
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<PAGE> 6
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
5.1 Opinion of Norma B. Carter - Vice President, General Counsel
and Corporate Secretary
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Norma B. Carter (included in Exhibit 5.1)
24.1 Power of Attorney (set forth on signature page of this
Registration Statement)
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<PAGE> 1
EXHIBIT 5.1
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
This opinion is delivered in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 1,500,000 shares
(the "Shares") of Common Stock, no par value, of Vlasic Foods International
Inc., a New Jersey corporation (the "Company"), to be issued in connection with
the Vlasic Foods International Inc. Savings and 401(k) Plan for Salaried
Employees (the "Plan") pursuant to a registration statement on Form S-8 filed on
the date hereof (the "Registration Statement").
The undersigned is the Vice President, General Counsel and
Corporate Secretary of the Company and is familiar with the Company's charter,
by-laws, and resolutions of the Company authorizing the issuance of the Shares
and with the Registration Statement.
Based upon the foregoing, the undersigned is of the opinion
that the Shares have been duly authorized for issuance by all necessary
corporate action and will be, when issued as authorized under the Plan and for
the consideration described therein, validly issued, fully paid and
nonassessable.
The undersigned consents to the filing of this opinion with
the Securities and Exchange Commission as an Exhibit to the Registration
Statement.
Very truly yours,
Norma B. Carter
Vice President, General Counsel and
Corporate Secretary
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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 September 15, 1999 except Note 26
which is as of March 13, 2000, appearing on page 47 in the 1999 Annual Report
to Shareowners of Vlasic Foods International Inc., which is incorporated by
reference in Vlasic Foods International's Annual Report on Form 10K/A.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, Pennsylvania
April 27, 2000
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