<PAGE>
As filed with the Securities and Exchange Commission on October 16, 2000
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________
Aurora Foods Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-3303521
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Aurora Foods Inc.
2000 Equity Incentive Plan
(Full title of the plan)
_________________________
1000 Union Station, Suite 300
St. Louis, MO 63103
(Address of principal executive offices, including zip code)
_________________________
Christopher T. Sortwell
Executive Vice President, Chief Financial Officer and Secretary
Aurora Foods Inc.
1000 Union Station, Suite 300
St. Louis, MO 63103
(314) 241-0303
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Aggregate Offering Registration
Share(1) Price(2) Fee
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 7,000,000 shares $3.03125 - $4.25 $26,115,464.85 $6,894.48
=============================================================================================================================
</TABLE>
(1) The offering price for shares subject to options on the date hereof is
the actual exercise price of such options. Of the 7,000,000 shares to be
registered hereunder, 1,750,000 shares are subject to options at an
exercise price of $4.25 per share, 3,064,625 shares are subject to options
at an exercise price of $3.875 per share and 300,000 shares are subject to
options at an exercise price of $3.625 per share. The offering price for
the remaining 1,885,375 shares not subject to options on the date hereof of
$3.03125 per share has been estimated solely for the purposes of
determining the registration fee pursuant to the Rule 457(c) and (h) under
the Securities Act of 1933, as amended, on the basis of the average of the
high and low sale prices of Aurora Foods Inc. common stock, par value $.01
par value per share, as reported on the New York Stock Exchange on October
11, 2000.
(2) The maximum aggregate offering price consists of $7,437,500.00 payable
in respect of 1,750,000 shares subject to options at an exercise price of
$4.25 per share, plus $11,875,421.88 payable in respect of 3,064,625 shares
subject to options at an exercise price of $3.875 per share, plus
$1,087,500.00 payable in respect of 300,000 shares subject to options at
an exercise price of $3.625 per share, plus $5,715,042.97 payable in
respect of 1,885,375 shares not subject to options on the date hereof.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents filed by Aurora Foods Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference except to the extent any statement or
information therein is modified, superseded or replaced by a statement or
information contained in this document or in any other subsequently filed
document incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999. (Commission File No. 333-50681)
(b) The Company's Current Report on Form 8-K/A filed on January 11, 2000.
(Commission File No. 333-50681)
(c) The Company's Current Report on Form 8-K/A filed on January 12, 2000.
(Commission File No. 333-50681)
(d) The Company's Current Report on Form 8-K filed on February 22, 2000.
(Commission File No. 333-50681)
(e) The Company's Current Report on Form 8-K filed on March 3, 2000.
(Commission File No. 333-50681)
(f) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000. (Commission File No. 333-50681)
(g) The Company's Current Report on Form 8-K filed on April 4, 2000.
(Commission File No. 333-50681)
(h) The Company's Current Report on Form 8-K filed on April 20, 2000.
(Commission File No. 333-50681)
(i) The Company's Current Report on Form 8-K filed on May 18, 2000.
(Commission File No. 333-50681)
(j) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000. (Commission File No. 333-50681)
(k) The Company's Current Report on Form 8-K filed on August 18, 2000.
(Commission File No. 333-50681)
(l) The Company's Current Report on Form 8-K filed on September 21, 2000.
(Commission File No. 333-50681).
-3-
<PAGE>
(m) The description of the Common Stock of the Company contained in the
Registration Statement on Form S-1 originally filed with the
Commission on April 22, 1998 (File No. 333-50681) under the Securities
Act of 1933, as amended, under the caption "Description of Capital
Stock".
(n) All reports and other 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 which indicates that
all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of the filing
of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein will 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 incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe the person's conduct
was unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
-4-
<PAGE>
circumstances, such person is fairly and reasonably entitled to indemnity for
such expenses which the Delaware Court of Chancery or such other court deems
proper.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to include in its certificate of incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision will not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation law (relating to unlawful
payment of dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
Articles Eighth and Ninth of the Certificate of Incorporation of the
Company provide that the Company's officers and directors shall not be liable to
the Company except in certain circumstances and that the Company shall indemnify
the officers and directors of the Company.
The Company's By-Laws provide, among other things, that the Company shall
indemnify, in the manner and to the fullest extent permitted by applicable law,
any person made a party to, or threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, whether or not by or in the
right of the Company, and whether civil, criminal, administrative, investigative
or otherwise, by reason of the fact that such person is or was or has agreed to
be a director or officer of the Company, or is or was serving at the request of
the Company as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, judgments, fines penalties
and amounts paid in settlement actually and reasonably incurred (and not
otherwise recovered) by such person in connection with the investigation,
preparation to defend or defense of such action, suit, claim or proceeding.
Certain employment contracts with directors who are also officers provide
that these individuals have the benefit of any indemnification provisions in the
Company's charter or By-Laws. The Company and the remainder of its directors
have each entered into, or intend to enter into, indemnification agreements
pursuant to which the Company indemnifies the director to the fullest extent
permitted under its By-Laws. Such agreements provide, or will provide, among
other things, for the payment, in advance by the Company, of expenses incurred
by such person in connection with an investigation, preparation to defend or
defense of an action, suit, claim or proceeding which arises by reason of the
fact that such person agreed to be a director of the Company.
The foregoing statements are subject to and qualified by the detailed
provisions of Sections 145 and 102(b)(7) of the DGCL, Articles Eighth and Ninth
of the Certificate of Incorporation of the Company and Article VI of the By-Laws
of the Company, as applicable.
The Company maintains directors' and officers' liability insurance which
insures against certain liabilities that directors and officers of the Company
may incur in such capacities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
-5-
<PAGE>
Exhibit
Number Title of Exhibit
------ ----------------
4.1 Indenture dated as of February 10, 1997, governing the 9-
7/8% Series B Senior Subordinated Notes due 2007 by and
between by Aurora Foods Inc. and Wilmington Trust Company.
(Incorporated by reference to Exhibit 4.1 to Aurora Foods
Inc.'s Form S-4 filed on August 21, 1997, File No. 333-
24715 (the "S-4")).
4.2 Specimen Certificate of 9-7/8% Series B Senior Subordinated
Notes due 2007 (included in Exhibit 4.1 hereto).
(Incorporated by reference to Exhibit 4.2 to the S-4).
4.3 Form of Note Guarantee to be issued by future subsidiaries
of Aurora Foods Inc. pursuant to the Indenture (included in
Exhibit 4.1 hereto). (Incorporated by reference to Exhibit
4.4 to the S-4).
4.4 Indenture dated as of July 1, 1997, governing the 9-7/8%
Series D Senior Subordinated Notes due 2007 by and between
Aurora Foods Inc. and Wilmington Trust Company (the "Series
D Indenture"). (Incorporated by reference to Exhibit 4.6 to
the S-4).
4.5 Specimen Certificate of 9-7/8% Series D Senior Subordinated
Notes due 2007 (included in Exhibit 4.4 hereto).
(Incorporated by reference to Exhibit 4.3 to the S-4).
4.6 Form of Note Guarantee to be issued by future subsidiaries
of Aurora Foods Inc. pursuant to the Series D Indenture
(included in Exhibit 4.4 hereto). (Incorporated by
reference to Exhibit 4.8 to the S-4).
4.7 Securtityholders Agreement, dated as of April 8, 1998 by
and among Aurora/VDK LLC, MBW Investors LLC, VDK Foods LLC
and other parties signatory thereto. (Incorporated by
reference to Exhibit 4.2 to Aurora Foods Inc.'s Form S-1
filed on April 22, 1998, as amended, File No. 333-50681
(the "S-1")).
4.8 Indenture dated as of July 1, 1998, governing the 8-3/4%
Senior Subordinated Notes due 2008 by and between Aurora
Foods Inc. and Wilmington Trust Company. (Incorporated by
reference to Exhibit 4.13 to the S-1).
4.9 Specimen Certificate of 8-3/4% Senior Subordinated Notes
due 2008. (Incorporated by reference to Exhibit 4.9 to
Aurora Foods Inc.'s Form 10-K filed on April 14, 2000, File
No. 333-50681 (the "10-K")).
4.10 Specimen Certificate of the Common Stock. (Incorporated by
reference to Exhibit 4.1 to the S-1).
4.11 Supplemental Indenture, governing the 9-7/8% Series D
Senior Subordinated Notes due 2007, dated as of April 1,
1999, among Sea Coast Foods, Inc., Aurora Foods Inc. and
Wilmington Trust Company, as Trustee. (Incorporated by
reference to Exhibit 4.11 to the 10-K).
-6-
<PAGE>
4.12 Supplemental Indenture, governing the 9-7/8% Series C
Senior Subordinated Notes due 2007, dated as of April 1,
1999, among Sea Coast Foods, Inc., Aurora Foods Inc. and
Wilmington Trust Company, as Trustee. (Incorporated by
reference to Exhibit 4.12 to the 10-K).
4.13 Supplemental Indenture, governing the 8-3/4% Senior
Subordinated Notes due 2008, dated as of April 1, 1999,
among Sea Coast Foods, Inc., Aurora Foods Inc. and
Wilmington Trust Company, as Trustee. (Incorporated by
reference to Exhibit 4.13 to the 10-K).
4.14 Supplemental Indenture, governing the 9-7/8% Senior
Subordinated Notes due 2007, dated as of September 20, 2000
between the Company, Sea Coast Foods, Inc. and Wilmington
Trust Company, as trustee, amending the Indenture dated as
of February 10, 1997, as amended by the Supplemental
Indenture dated as of April 1, 1999. (Incorporated by
reference to Exhibit 4.2 to Aurora Foods Inc.'s Form 8-K
filed on September 21, 2000, File No. 333-50681 (the "8-
K")).
4.15 Supplemental Indenture, governing the 9-7/8% Senior
Subordinated Notes due 2007, dated as of September 20, 2000
between the Company, Sea Coast Foods, Inc. and Wilmington
Trust Company, as trustee, amending the Indenture dated as
of July 1, 1997, as amended by the Supplemental Indenture
dated as of April 1, 1999. (Incorporated by reference to
Exhibit 4.3 to the 8-K).
4.16 Supplemental Indenture, governing the 8-3/4% Senior
Subordinated Notes due 2008, dated as of September 20, 2000
between the Company, Sea Coast Foods, Inc. and Wilmington
Trust Company, as trustee, amending the Indenture dated as
of July 1, 1998, as amended by the Supplemental Indenture
dated as of April 1, 1999. (Incorporated by reference to
Exhibit 4.1 to the 8-K).
5.1 Opinion of Ropes and Gray.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ropes and Gray (contained in the opinion filed
as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included in Part II of this Registration
Statement under the caption "Signatures").
-7-
<PAGE>
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 this 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that paragraphs
-------- -------
(a)(1)(i) and (a)(1)(ii) will 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, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial bona
fide offering thereof, and
(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 will be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time will 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 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.
-8-
<PAGE>
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 the City of St. Louis, State of Missouri on this 16th day of
October, 2000.
AURORA FOODS INC.
By: /s/ James T. Smith
------------------
Name: James T. Smith
Title: Director, President and Chief
Executive Officer (Principal
Executive Officer)
Each person whose signature appears below constitutes and appoints Richard
C. Dresdale, James T. Smith, and Christopher T. Sortwell, and each of them
singly, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8 to be filed by Aurora
Foods Inc., 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 be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or their substitutes, may lawfully do or cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ James T. Smith Director, President and Chief October 16, 2000
--------------------------------- Executive Officer (Principal
James T. Smith Executive Officer)
/s/ Christopher T. Sortwell Director, Executive Vice October 16, 2000
--------------------------------- President and Chief Financial
Christopher T. Sortwell Officer (Principal Accounting
and Finance Officer)
/s/ Richard C. Dresdale Director and Chairman October 16, 2000
--------------------------------- of the Board
Richard C. Dresdale
/s/ David E. DeLeeuw Director and Vice Chairman October 16, 2000
---------------------------------
David E. DeLeeuw
/s/ Clive A. Apsey Director October 16, 2000
---------------------------------
Clive A. Apsey
</TABLE>
-9-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Charles J. Delaney Director October 16, 2000
---------------------------------
Charles J. Delaney
/s/ Andrea Geisser Director and Treasurer October 16, 2000
---------------------------------
Andrea Geisser
/s/ Peter Lamm Director October 16, 2000
---------------------------------
Peter Lamm
/s/ George E. McCown Director October 16, 2000
---------------------------------
George E. McCown
/s/ Ronald S. Orr Director October 16, 2000
---------------------------------
Ronald S. Orr
</TABLE>
-10-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Title of Exhibit
------ ----------------
4.1 Indenture dated as of February 10, 1997, governing the
9-7/8% Series B Senior Subordinated Notes due 2007 by
and between Aurora Foods Inc. and Wilmington Trust
Company. (Incorporated by reference to Exhibit 4.1 to
Aurora Foods Inc.'s Form S-4 filed on August 21, 1997,
File No. 333-24715 (the "S-4")).
4.2 Specimen Certificate of 9-7/8% Series B Senior
Subordinated Notes due 2007 (included in Exhibit 4.1
hereto). (Incorporated by reference to Exhibit 4.2 to
the S-4).
4.3 Form of Note Guarantee to be issued by future
subsidiaries of Aurora Foods Inc. pursuant to the
Indenture (included in Exhibit 4.1 hereto).
(Incorporated by reference to Exhibit 4.4 to the
S-4).
4.4 Indenture dated as of July 1, 1997, governing the 9-
7/8% Series D Senior Subordinated Notes due 2007 by and
between Aurora Foods Inc. and Wilmington Trust Company
(the "Series D Indenture"). (Incorporated by reference
to Exhibit 4.6 to the S-4).
4.5 Specimen Certificate of 9-7/8% Series D Senior
Subordinated Notes due 2007 (included in Exhibit 4.4
hereto). (Incorporated by reference to Exhibit 4.3 to
the S-4).
4.6 Form of Note Guarantee to be issued by future
subsidiaries of Aurora Foods Inc. pursuant to the
Series D Indenture (included in Exhibit 4.4 hereto).
(Incorporated by reference to Exhibit 4.8 to the S-4).
4.7 Securtityholders Agreement, dated as of April 8, 1998,
by and among Aurora/VDK LLC, MBW Investors LLC, VDK
Foods LLC and other parties signatory thereto.
(Incorporated by reference to Exhibit 4.2 to the Aurora
Foods Inc.'s Form S-1 filed on April 22, 1998, as
amended, File No. 333-50681 (the "S-1")).
4.8 Indenture dated as of July 1, 1998, governing the 8-
3/4% Senior Subordinated Notes due 2008 by and between
Aurora Foods Inc. and Wilmington Trust Company.
(Incorporated by reference to Exhibit 4.13 to the S-1).
4.9 Specimen Certificate of 8-3/4% Senior Subordinated
Notes due 2008. (Incorporated by reference to Exhibit
4.9 to Aurora Foods Inc.'s Form 10-K filed on April 14,
2000, File No. 333-50681 (the "10-K")).
4.10 Specimen Certificate of the Common Stock. (Incorporated
by reference to Exhibit 4.1 to the S-1).
4.11 Supplemental Indenture, governing the 9-7/8% Series D
Senior Subordinated Notes due 2007, dated as of April
1, 1999, among Sea Coast Foods, Inc., Aurora Foods Inc.
and Wilmington Trust Company, as Trustee. (Incorporated
by reference to Exhibit 4.11 to the 10-K).
<PAGE>
4.12 Supplemental Indenture, governing the 9-7/8% Series C
Senior Subordinated Notes due 2007, dated as of April
1, 1999, among Sea Coast Foods, Inc., Aurora Foods Inc.
and Wilmington Trust Company, as Trustee. (Incorporated
by reference to Exhibit 4.12 to the 10-K).
4.13 Supplemental Indenture, governing the 8-3/4% Senior
Subordinated Notes due 2008, dated as of April 1, 1999,
among Sea Coast Foods, Inc., Aurora Foods Inc. and
Wilmington Trust Company, as Trustee. (Incorporated by
reference to Exhibit 4.13 to the 10-K).
4.14 Supplemental Indenture, governing the 9-7/8% Senior
Subordinated Notes due 2007, dated as of September 20,
2000 between the Company, Sea Coast Foods, Inc. and
Wilmington Trust Company, as trustee, amending the
Indenture dated as of February 10, 1997, as amended by
the Supplemental Indenture dated as of April 1, 1999.
(Incorporated by reference to Exhibit 4.2 to Aurora
Foods Inc.'s Form 8-K filed on September 21, 2000, File
No. 333-50681 (the "8-K")).
4.15 Supplemental Indenture, governing the 9-7/8% Senior
Subordinated Notes due 2007, dated as of September 20,
2000 between the Company, Sea Coast Foods, Inc. and
Wilmington Trust Company, as trustee, amending the
Indenture dated as of July 1, 1997, as amended by the
Supplemental Indenture dated as of April 1, 1999.
(Incorporated by reference to Exhibit 4.3 to the 8-K).
4.16 Supplemental Indenture, governing the 8-3/4% Senior
Subordinated Notes due 2008, dated as of September 20,
2000 between the Company, Sea Coast Foods, Inc. and
Wilmington Trust Company, as trustee, amending the
Indenture dated as of July 1, 1998, as amended by the
Supplemental Indenture dated as of April 1, 1999.
(Incorporated by reference to Exhibit 4.1 to the 8-K).
5.1 Opinion of Ropes and Gray.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ropes and Gray (contained in the opinion
filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney (included in Part II of this
Registration Statement under the caption "Signatures").
