As filed with the Securities and Exchange Commission on February 13, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CAGLE'S, INC.
(Exact name of registrant as specified in its charter)
____________________
Georgia
(State or other jurisdiction of incorporation or organization)
________________________________________
58-0625713
(I.R.S. employer identification no.)
__________________
2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
(Address of principal executive offices)
_________________________
CAGLE'S, INC. STOCK OPTION PLAN
(Full title of the plan)
______________________
George L. Pitts - Secretary
Cagle's, Inc.
2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
(Name and address, including zip code, of agent for service)
_________________________________________
(404) 355-2820
(Telephone number, including area code, of agent for service)
___________________________________
Copy to:
G. Bland Byrne, Esq.
Byrne, Eldridge, Moore & Davis, P.C.
3340 Peachtree Road, N.E., Suite 1460
Atlanta, Georgia 30326
<PAGE>
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of Each Amount Proposed Maximum Proposed Maximum Amount of
Class of to be Offering Price Aggregate Offering Registration
Securities Registered per Share* Price*
to be
Registered
_______________________________________________________________________________
Class A Common
Stock, par
value $1.00
per share,
under Cagle's,
Inc. Stock
Option Plan 125,000 $21.3125 $2,664,062.50 $832.52
* Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457, on the basis of the average of the high and low prices of the
Registrant's Class A Common Stock as reported on the NASDAQ/National Market
System on February 6, 1995.
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
Registration Statement.
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
April 2, 1994, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended;
(b) Registrant's quarterly reports on Form 10-Q for the fiscal quarters
ended July 2, 1994, October 1, 1994, and December 31, 1994, and all
other reports, if any, filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year ended April 2, 1994.
(c) The description of Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on
January 26, 1973 under Section 12 of the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose
of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereunder have been sold, or which deregisters all securities then remaining
unsold under this Registration Statement, 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; the class of securities to be offered is registered under
Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Georgia Business Corporation Code, the Registrant's
Articles of Incorporation eliminates a director's personal liability for
monetary damages to the Registrant and its stockholders arising from a breach
or alleged breach of a director's duty of care or other duty as a director
except for any appropriation, in violation of his duties, of any business
opportunity of the Registrant, liability under Section 14-2-154 the Georgia
Business Corporation Code, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction from
which the director derived an improper personal benefit. The effect of this
provision in the Articles of Incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
<PAGE>
Section 8.6 of the Registrant's Bylaws provide for indemnification of
officers, directors and employees under certain circumstances and is
incorporated herein by reference.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
Item 8. EXHIBITS.
Exhibit
Number Description of Document
4 Cagle's, Inc. Stock Option Plan
5 Opinion of Byrne, Eldridge, Moore & Davis, P.C.
24.1 Consent of Arthur Andersen LLP
24.2 Consent of Byrne, Eldridge, Moore & Davis, P.C.
(included in Exhibit 5)
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 field
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
<PAGE>
(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 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 as described above, 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.
<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 Atlanta, State of Georgia, on the 9 day of February,
1995.
CAGLE'S, INC.
By: /S/ J. DOUGLAS CAGLE
J. Douglas Cagle, Chairman of the
Board and Chief Executive Officer
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
/S/ J.DOUGLAS CAGLE Chairman of the Board, Chief February 9, 1995
J. Douglas Cagle Executive Officer (Principal
Executive Officer)
/S/ JERRY D. GATTIS President, Chief Operating February 9, 1995
Jerry D. Gattis Officer and Director
/S/ KENNETH R. BARKLEY Senior Vice President-Finance, February 9, 1995
Kenneth R. Barkley Chief Financial Officer, Treasurer
and Director
/S/ JOHN J. BRUNO Senior Vice President, Sales and February 9, 1995
John J. Bruno Marketing and Director
/S/ MARK M. HAM Vice President-Management February 9, 1995
Mark M. Ham IV Information Systems and Director
/S/ GEORGE DOUGLAS CAGLE Vice President-New Product February 9, 1995
George Douglas Cagle Development and Director
/S/ JAMES DAVID CAGLE Vice President-New Product Sales February 9, 1995
James David Cagle and Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document
4 Cagle's, Inc. Stock Option Plan
5 Opinion of Byrne, Eldridge, Moore & Davis, P.C.
24.1 Consent of Arthur Andersen LLP
24.2 Consent of Byrne, Eldridge, Moore & Davis,P.C.(included in Exhibit 5)
<PAGE>
Exhibit 5
Byrne, Eldridge, Moore & Davis, P. C.
Attorneys At Law
Suite 1460, Tower Place
3340 Peachtree Road, N. E.
Atlanta, Georgia 30326-1078
G. Bland Byrne III Telephone (404) 364-1460 Writer's Direct Dial
Telecopier (404) 266-7272 (404) 266-7260
February 9, 1995
Cagle's, Inc.
2000 Hills Avenue, N.W.
Atlanta, Georgia 30318
Ladies and Gentlemen:
You have requested our opinion as counsel for Cagle's, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder, and the public offering by the Company of up to 125,000 shares of
Class A Common Stock issuable upon exercise of options granted under the
Company's Stock Option Plan.
We have examined the Company's Registration Statement on Form S-8 in the
form to be filed with the Securities and Exchange Commission on or about
February 13, 1995 (the "Registration Statement"). We further have examined the
Articles of Incorporation of the Company as certified by the Secretary of State
of the State of Georgia, the Bylaws and the minute books of the Company as a
basis for the opinion hereafter expressed.
Based on the foregoing examination, we are of the opinion that, upon
issuance and sale in the manner described in the Registration Statement, the
shares of Class A Common Stock covered by the Registration Statement will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Byrne, Eldridge, Moore & Davis,P.C.
By: /S/ G. BLAND BYRNE
G. Bland Byrne
<PAGE>
Exhibit 24.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Cagle's, Inc. on Form S-8 of our
reports dated May 6, 1994, appearing in and incorporated by reference in the
Annual Report on Form 10-K of Cagle's, Inc., for the year ended April 2, 1994.
Arthur Andersen LLP
Atlanta, Georgia
February 9, 1995
<PAGE>
Exhibit 4
CAGLE'S, INC.
STOCK OPTION PLAN
Adopted by the Board of Directors on May 17, 1993
1. Purpose. This plan is intended to further the success of Cagle's,
Inc. (the "Company") by enabling it to issue options to purchase shares of the
Company's Class A Common Stock, some of which qualify as "incentive stock
options" under Section 422 of the Internal Revenue Code as amended (the "Code"),
thereby providing an additional incentive to those who are granted options to
continue in a beneficial relationship with the Company.
2. Administration of the Plan. The Plan will be administered by an
Administrator appointed by the Company's Board of Directors. Subject to the
provisions of the Plan, the Administrator shall have sole authority to:
(a) determine who will be granted options; (b) determine the number of shares
that will be subject to a particular option and the manner in which such shares
may vest thereunder; (c) determine whether the purchase price for the shares
will be paid in cash or in the Company's common stock; (d) determine the
duration of each option; (e) determine the times at which options will be
granted; (f) otherwise carry out and interpret the Plan; and (g) prescribe,
amend and rescind rules and regulations relating to the Plan. The Administrator
may be an individual or it may be a committee. If the Administrator is an
individual, the individual must be a Director; if a committee, then at least one
of the members must be a Director. If the Administrator is an individual, he or
she may not cause an option to be granted to himself or herself hereunder. If
the Administrator is a committee, all of its actions must be taken by unanimous
vote. The committee may appoint a secretary to keep minutes of its meetings,
and it may make such rules and regulations for itself as it may deem advisable.
The Board may remove the Administrator (or any member if the Administrator is a
committee) at any time, and only the Board may fill any vacancy, however
created.
3. Number of Shares Subject to the Plan. In the aggregate, 50,000 shares
of the Company's Class A Common Stock may be issued under options granted under
the Plan. In the event an option granted under the Plan expires or is
terminated, any shares which were subject to the option and as to which the
option was not exercised may subsequently be subjected to another option granted
under the Plan.
4. Who is Eligible. The Administrator may grant options to anyone who is
eligible. All directors and executive officers of the Company are eligible to
receive stock options not intending to qualify under Section 422 of the Code
("Non-Statutory Options"), and all executive officers who are employees of the
Company are eligible to receive stock options qualifying under Section 422 of
the Code ("Incentive Stock Options"). For purposes of this agreement,
"employee" shall mean any individual who is an employee of the Company within
the meaning of Section 3401 of the Code.
<PAGE>
5. Certain Shareholders Ineligible. In order to comply with Section
422(b)(6) of the Code, no Incentive Stock Option will be granted to anyone who,
at the time the option is granted, owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the Company or of any
parent or subsidiary of the Company; provided, however, that as permitted by
Section 422(c)(5) of the Code, an Incentive Stock Option may be granted to such
a person if at the time such option is granted the option's exercise prices is
at least 110 percent of the fair market value of the stock subject to the option
and such option by its terms is not exercisable after the expiration of five
years from the date such option is granted.
6. Statutory Limitation on Value. In granting Incentive Stock Options
under the Plan, the Administrator must consider Section 422(d) of the Code,
which provides that options meeting the requirements of Section 422(b) will not
be treated as incentive stock options to the extent that the aggregate fair
market value of stock with respect to which such options are exercisable for the
first time by any individual during any calendar year (under all plans of the
individual's corporate employer and the parent and subsidiary corporations of
the individual's corporate employer) exceeds $100,000.
7. Terms and Conditions of the Options.
(a) The options granted under the Plan will have the terms and conditions
required by the Plan and such other terms and conditions as the Administrator
may determine provided that (i) the terms and conditions do not prevent the
options intended to qualify as Incentive Stock Options from so qualifying; and
(ii) the terms and conditions do not contravene any provision of the Plan.
(b) The option price per share with respect to each option shall be
determined by the Administrator, but shall in no instance be less than the fair
market value of a share of common stock on the date the option is granted. For
purposes hereof, fair market value shall be determined by the Administrator in
accordance with Section 422 of the Code and the rules and regulations
thereunder.
(c) If Grantees are permitted to pay for the shares over time, the
Administrator, in determining the exercise price, must take into account any
imputed or unstated interest, as set forth in Section 483 of the Code and the
rulings and regulations thereunder.
(d) The Administrator shall set the expiration date for each option, but
such expiration date shall not be more than ten years from the date it is
granted; provided, however, that with regard to Incentive Stock Options, the
Administrator will not fix a date later than allowed by Sections 422(b)(3) or
422(c)(5) of the Code whichever is applicable.
8. Effect of Stock Dividends, Etc. In the event of any change in the
Company's capitalization, such as by a stock dividend, stock split,
reclassification of shares, exchange of shares, merger, or consolidation, the
Administrator shall make appropriate adjustments to the number of shares subject
to outstanding options and to the purchase price class. The aggregate number of
shares subject to the Plan will also be adjusted appropriately. An increase, in
such circumstance, in the aggregate number of shares subject to the Plan will
not constitute an amendment to the Plan requiring the approval of shareholders.
<PAGE>
9. Amendments. This Plan may be amended at any time by the Board of
Directors without the approval of the Company's shareholders; provided, however,
that the Board may neither increase the total number of shares subject to the
Plan nor change the Plan's provisions concerning eligibility without shareholder
approval. Notwithstanding the foregoing, the Board may amend the Plan without
the approval of the Company's shareholders to the extent necessary to cause the
Incentive Stock Options granted under the Plan to qualify as incentive stock
options under Section 422 of the Code.
10. Expiration or Termination of the Plan. No option may be granted under
the Plan after 10 years from the date the Plan is adopted by the Company's Board
of Directors or the date the Plan is approved by the Company's shareholders,
whichever is earlier. Nor may any option be granted under the Plan if granting
the option would cause the aggregate under of shares of stock already purchased
under the Plan or subject to outstanding options granted under the Plan to
exceed the maximum number of shares that have been authorized for the Plan. The
Board of Directors may abandon or terminate the Plan at any time. Any
abandonment or termination of the Plan will not affect any outstanding option
previously granted under the Plan.
11. Interpretation. The Plan shall be interpreted in accordance with its
purpose of enabling the Company to grant options some of which may qualify as
incentive stock options under Section 422 of the Code. The provisions of this
Plan with respect to Incentive Stock Options are subject to all regulations and
rulings, both present and future, of the Secretary of the Treasury or his
delegate, relating to the qualification of incentive stock options under Section
422 of the Code, and if any provision of the Plan conflicts with any such
regulation or ruling, then that provision of the Plan will be ineffective.
12. Effect on Other Options. This Plan does not affect the terms and
conditions of any stock option granted under any other plan.
<PAGE>
