Registration No. 333-14809
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
Post-effective Amendment No.1
to Form S-1 on Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAL-MAINE FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 64-0500378
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
--------------------
3320 Woodrow Wilson Drive, Jackson, Mississippi 39209
(601) 948-6813
(Address, including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
--------------------
Copies to:
Stephen A. Zelnick, Esq. Peter E. Panarites, Esq.
Morse, Zelnick, Rose & Lander, LLP Freedman, Levy, Kroll & Simonds
450 Park Avenue 1050 Connecticut Avenue, N.W.
New York, New York 10022 Suite 825
(212) 838-1177 Washington, D.C. 20036
(212) 838-9190 (FAX) (202) 457-5105
(202) 457-5151 (FAX)
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Post-Effective Amendment becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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PROSPECTUS
220,000 SHARES
CAL-MAINE FOODS, INC.
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
OFFERED BY CERTAIN SELLING STOCKHOLDERS
--------------------
This Prospectus covers 220,000 shares of Common Stock, par value $0.01
per share (the "Common Stock"), of Cal-Maine Foods, Inc. ("Cal-Maine" or the
"Company"), to be offered by the holders of warrants ("Warrants) issued by
Cal-Maine to Paulson Investment Company, Inc. ("Paulson"), the representative
("Representative") of the several underwriters ("Underwriters") who purchased
and publicly offered 2,530,000 shares of Common Stock in a public offering
completed in January 1997. The 220,000 shares of Common Stock are issuable
upon exercise of the Warrants and will be offered by Paulson, or certain of
its affiliated transferees to whom Warrants have been assigned, as selling
stockholders ("Selling Stockholders"). See "Selling Stockholders.
The Company's Common Stock is traded on the NASDAQ National Market under
the symbol "CALM." On December __, 1997, the closing sale price for the Common
Stock was $_____ per share.
<PAGE>
The Company has been advised by the Selling Stockholders that the shares
of Common Stock being offered may be sold by them from time to time through
registered broker-dealers, or otherwise, as discussed under "Plan of
Distribution." The net proceeds to the Selling Stockholders will be the
proceeds received by them upon such sales less any brokerage commissions. The
Company will not receive any of the proceeds from the sale of the shares.
See "Risk Factors" on page ___ for information that should be considered
by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISISON OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is December __, 1997.
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ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement under the Securities
Act of 1933 (the "Securities Act") with respect to the shares of Common Stock
being offered by this Prospectus. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
are omitted in accordance with the rules and regulations of the Commission.
For further information, reference is made to the Registration Statement.
The Company is subject to the information and reporting requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. The
Registration Statement, the reports, proxy statements and other information
filed by the Company with the Commission in accordance with the Exchange Act
can be inspected and copied at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and should also be available for inspection and
copying at the following regional offices of the Commission: 7 World Trade
Center, Suite 1300, New York, New York 10007; and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a web site that contains registration
statements, reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of the site is http://www.sec.gov.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 0-04892) pursuant to Section 13 of the Exchange Act are hereby
incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the fiscal year ended May 31, 1997.
2. Quarterly Report on Form 10-Q for the quarter ended August 30,
1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the Common Stock hereunder will be deemed
to be incorporated by reference in this Prospectus and to be a part hereof
from the date of filing of such documents. Any statement contained herein or
in any document incorporated or deemed to be incorporated by reference herein
will be deemed to be modified or superseded for purposes of this Prospectus to
the extent any statement contained in this Prospectus or in any subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or superseded such statement. Any such statements so modified
or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
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The Company will provide without charge to each person, to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of the documents described above (other than exhibits).
Requests for such copy should be directed to Cal-Maine Foods, Inc., 3320
Woodrow Wilson Drive, Jackson, Mississippi 39209; Attention: Ms. Delores
McMillin, Investor Relations (601-948-6813).
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RISK FACTORS
In evaluating the Company and its business, prospective investors should
carefully consider the following risk factors in addition to the other
information contained or incorporated by reference herein. The forward-looking
statements included or incorporated by reference herein involve risks and
uncertainties and the Company's actual experience may be materially different.
Future operating results may, for example, be affected by various trends and
factors which are beyond the Company's control. These include adverse changes
in shell egg prices and in the grain markets. Other factors include, but are
not limited to, future events that have the effect of reducing the Company's
available cash balances, such as unanticipated operating losses or capital
expenditures related to possible future acquisitions. Undue reliance should
not be placed on forward-looking statements, which reflect management's
current analysis only. Past trends should not be used to anticipate future
results and trends. Further, the Company's prior performance should not be
presumed to be an indication of future performance.
VOLATILITY OF WHOLESALE SHELL EGG MARKET PRICES AND FEED COSTS AND EFFECT
THEREOF
The Company's operating income or loss is significantly affected by
wholesale shell egg market prices, which fluctuate widely. Although the
Company can take certain short-term steps to mitigate the adverse effect of
low shell egg market prices, fluctuations in egg prices are outside of the
Company's control. The pricing of shell eggs is affected by an inelasticity of
demand, in connection with which small increases in production or decreases in
demand can have a large adverse effect on prices and vice-versa.
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Feed cost represents the largest element of the Company's farm egg
production cost, ranging from 56% to 64% of total cost in the last five fiscal
years, or an average of approximately 60%. Although feed ingredients are
available from a number of sources, Cal-Maine has little, if any, control over
the prices of the ingredients it purchases, which are affected by various
demand and supply factors. Increases in feed costs not accompanied by
increases in the selling price of eggs can have a material adverse effect on
the results of the Company's operations. However, higher feed costs may
encourage producers to reduce production, possibly resulting in higher egg
prices. Alternatively, low feed costs can encourage industry overproduction,
possibly resulting in lower egg prices. Historically, the Company has tended
to have higher profit margins when feed costs are higher. However, this may
not be the case in the future.
EXPANSION RISKS
The Company proposes to continue a growth strategy calling for the
acquisition of other companies engaged in the production and sale of shell
eggs and egg products. Federal anti-trust laws require regulatory approval of
acquisitions that exceed certain threshold levels of significance. The Company
also is subject to federal and state laws generally prohibiting anti-
competitive conduct. Because the shell egg production and distribution
industry is so fragmented, the Company believes that its sales of shell eggs
during its last fiscal year represented only approximately 7.5% of domestic
egg sales notwithstanding that it is the largest producer and distributor of
shell eggs in the United States based on independently prepared industry
statistics. Accordingly, the Company believes that regulatory approval of any
future acquisitions generally
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will not be required and, if required, that such approvals will be obtained.
The construction of new, more efficient production and processing
facilities is an integral part of the Company's growth strategy. Any such
construction can be expected to require compliance with environmental laws and
regulations, including the receipt of permits, that could cause schedule
delays, although the Company has not experienced any significant delays in the
past.
AGRICULTURAL AND FOOD CONSUMPTION RISKS
The Company's egg production activities are subject to risks to which the
agriculture industry, in general, is exposed. These include, among others,
risks associated with weather conditions and disease factors that could have a
material adverse effect on the Company's operations. These risks are not
within the Company's control and could have a material adverse effect on its
operations. With respect to its products, the Company carries product
liability insurance in an amount deemed adequate. Also, the marketability of
the Company's shell eggs and egg products is subject to risks such as possible
changes in food consumption opinions and practices reflecting perceived health
concerns.
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PER CAPITA CONSUMPTION OF SHELL EGGS
The annual per capita consumption of shell eggs in the United States
since 1990 has ranged from 234 to 239 eggs per year, averaging 236 per year.
While the Company believes that increased fast food restaurant consumption,
reduced egg cholesterol levels and industry advertising campaigns may result
in a continuation of, or possible increases in, current per capita egg
consumption levels, no assurance can be given that per capita egg consumption
will not decline in the future. Continuing consumer concerns with cholesterol
levels may adversely affect the Company's future revenues.
REGULATORY MATTERS
The Company is subject to federal and state regulations relating to
grading, quality control, labeling, sanitary control and waste disposal. As a
fully-integrated egg producer, the Company's shell egg facilities are subject
to United States Department of Agriculture ("USDA") and Food and Drug
Administration ("FDA") regulation. The Company's shell egg facilities are
subject to periodic USDA inspections, and its egg products plant is subject to
continuous on-site USDA inspection. The Company's operations and facilities
are subject to federal and state environmental laws and regulations, and the
Company has all required environmental permits.
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COMPETITION
The production and sale of fresh shell eggs, which have accounted for
approximately 90% or more of the Company's net sales in recent years, is
intensely competitive. Although the Company currently is the largest producer
of shell eggs in the United States, it is not in a controlling market position
in any area where its eggs are sold. The Company competes with approximately
50 other manufacturers of egg products.
DEPENDENCE UPON KEY PERSONNEL
The Company's success depends to a large extent upon the performance of
Fred R. Adams, Jr., the Company's Chairman and Chief Executive Officer. The
loss of Mr. Adams's services could have a material adverse effect on the
Company. The Company has not entered into any employment or non-compete
agreements with Mr. Adams, who is the principal shareholder of the Company,
and does not maintain keyman insurance on his life.
TAX LIABILITY FROM LOSS OF FAMILY FARMING CORPORATION TAX STATUS
The Company has $3.2 million of deferred tax liability due to a
subsidiary's change from a cash basis to an accrual basis taxpayer on May 29,
1988. The Taxpayer Relief Act of 1997 ("1997 Tax Act") provides that this
liability will be payable over the next 20 years or the first fiscal year in
which the Company fails to qualify as a "family farming corporation" within
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the meaning of Section 447 of the Internal Revenue Code. The Company will lose
such tax status if the members of a single family fail to own at least 50% of
the voting power of all voting stock and at least 50% of all other classes of
stock. The ownership of the Company's stock by Fred R. Adams, Jr. and other
members of his family presently qualify the corporation as a "family farming
corporation." No assurance can be given that the Company will continue to
qualify for such status. If "family farming corporation" status is lost,
payment of the $3.2 million deferred tax liability, or the remainder thereof,
would reduce the Company's cash but would not impact the Company's statement
of operations or reduce stockholders' equity, as these taxes have been accrued
and are reflected on the Company's balance sheet. Prior law "family farming
corporation" rules related to the level of revenues from farming were repealed
by the 1997 Tax Act. The Company's cash and cash equivalents amounted to $16.9
million at August 30, 1997, and its current assets at that date amounted to
$75.6 million.
SEASONALITY
Retail sales of shell eggs are greatest during the fall and winter months
and lowest during the summer months. Prices for shell eggs fluctuate in
response to seasonal factors and a natural increase in egg production during
the spring and early summer. Egg prices tend to increase with the start of the
school year and are highest prior to holiday periods. Consequently, the
Company generally experiences lower sales and net income in its first and
fourth fiscal quarters ending in August and May, respectively. To offset the
effects of seasonal factors the Company may break more eggs for egg products
during the spring and early summer months, decrease the size of its flocks,
take hens out of production to molt or reduce the number of shell eggs
purchased from other producers.
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RESTRICTIONS ON DIVIDENDS
The Company's line of credit and long-term loan agreements contain
financial covenants and restrictions that limit its ability to pay dividends
on its Capital Stock. The Company is required to maintain minimum levels of
working capital and net worth to limit capital expenditures, leasing
transactions and additional long-term borrowings, and to maintain various
current and cash-flow coverage ratios, among other restrictions.
The Company currently expects to retain a substantial part of any net
earnings for use in the financing of the Company's growth and other corporate
purposes. However, subject to compliance with its loan covenants, the Company
will consider the payment of cash dividends in the future depending upon the
results of its operations, its financial condition and capital needs for
acquisitions and new facilities construction, as well as other economic
factors.
CONTROL BY CURRENT PRINCIPAL STOCKHOLDER; CERTAIN PROVISIONS OF AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
Fred R. Adams, Jr., Chairman of the Board and Chief Executive Officer of
the Company, and members of his family, own 42.5% of the outstanding shares of
Common Stock, which has one vote per share, and Mr. Adams owns 100% of the
outstanding shares of Class A Common Stock, which has 10 votes per share. As a
result, Mr. Adams possesses 70.6%, and together with his family possesses
70.9%, of the total voting power represented by the outstanding shares of
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Common Stock and Class A Common Stock. The Adams family intends to retain
ownership of a sufficient amount of Common Stock and Class A Common Stock to
assure its continued ownership of over 50% of the combined voting power of the
outstanding shares of Capital Stock in order to preserve the Company's status
as a "family farming corporation" for federal income tax purposes. Such
ownership may make an unsolicited acquisition of the Company more difficult
and discourage certain types of transactions involving change of control of
the Company, including transactions in which the holders of Common Stock might
otherwise receive a premium for their shares over then current market prices.
In addition, certain provisions of the Company's Amended and Restated
Certificate of Incorporation require that the Class A Common Stock be issued
only to Fred R. Adams, Jr., and members of his immediate family, and that if
shares of the Class A Common Stock, by operation of law or otherwise, are
deemed not to be owned by Mr. Adams or a member of his immediate family, the
voting power of any such shares shall be automatically reduced to one vote per
share. The Adams family controlling Capital Stock ownership position may
adversely affect the market price of the Common Stock.
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THE COMPANY
The Company was incorporated in Delaware in 1969. Its primary business is
the production, cleaning, grading, and packaging of fresh shell eggs for sale
to shell egg retailers. The Company is also engaged in the manufacturing and
sale of egg products. Shell egg sales accounted for approximately 92% and egg
products sales for approximately 6% of the Company's net sales in the fiscal
year ended May 31, 1997. Currently, the Company is the largest producer and
distributor of fresh shell eggs in the United States and during fiscal 1997,
had sales of approximately 379 million dozen shell eggs. This volume
represents approximately 7.5% of all shell eggs sold in the United States. The
Company markets the majority of its eggs and egg products in 26 states,
primarily in the southwestern, southeastern, midwestern and mid-atlantic
regions of the United States.
During the past nine years, the Company has pursued an aggressive growth
strategy, including the acquisition of existing shell egg production and
processing facilities, as well as the construction of new and more efficient
facilities.
On December 11, 1996, the Company sold 1,400,000 shares of its Common
Stock, $0.01 par value ("Common Stock"), at a price of $7.00 per share in an
underwritten public offering. On December 30, 1996 and January 9, 1997, the
Company sold 330,000 additional shares of Common Stock, at $7.00 per share,
upon the exercise, in full, by the underwriters of an overallotment option.
The $10.6 million net proceeds of the offering to the Company were added to
working capital and will be used for acquisitions and general corporate
purposes.
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The Company's principal executive offices are located at 3320 Woodrow
Wilson Avenue, Jackson, Mississippi 39209, and its telephone number is
601-948-6813. Except as otherwise indicated by the context, references herein
to the "Company" or "Cal-Maine" include all subsidiaries of the Company.
GROWTH STRATEGY AND ACQUISITION
The Company has pursued an aggressive growth strategy, including the
acquisition of existing shell egg production and processing facilities, as
well as the construction of new and more efficient facilities. Since the
beginning of fiscal 1989, the Company has consummated seven acquisitions,
adding an aggregate of 15.0 million layers to its capacity, and built four new
"in-line" shell egg production and processing facilities and one pullet
growing facility, adding 4.0 million layers and 950,000 pullets to its
capacity. Each of the new shell egg production facilities generally provides
for the processing of approximately 300 cases of shell eggs per hour. These
increases in capacity have been accompanied by the retirement of older and
less efficient facilities and a reduction in eggs produced by contract
producers. The new "in-line" facilities result in the gathering, cleaning,
grading and packaging of shell eggs by less labor-intensive, more efficient,
mechanical means.
As a result of the Company's growth strategy, the Company's total flock,
including pullets, layers and breeders, has increased from approximately 6.8
million at May 28, 1988 to an average of approximately 17.7 million for each
of the past five fiscal years. Also, there has been a three-fold increase in
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the number of dozens of shell eggs sold, from approximately 117 million in the
fiscal year ended May 28, 1988 to an average of approximately 394 million for
the past five fiscal years. Net sales amounted to $292.5 million in fiscal
1997, approximately four times net sales of $69.9 million in fiscal 1988.
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SELLING STOCKHOLDERS
The following table sets forth information regarding the ownership of the
Company's outstanding Common Stock as of the date of this Prospectus, and as
adjusted to give effect to the exercise of all of the Company's outstanding
Warrants, by each of the Selling Stockholders. The ownership information is
shown before the offering and after the offering, and assumes all shares
offered hereby are sold.
<TABLE>
<CAPTION>
Shares Owned Shares Owned
Before This Offering After This Offering(2)
-------------------- ----------------------
Percent Shares Percent
of Class Offered Of Class
Name Number Outstanding Hereunder(1) Number Outstanding
---- ------ ----------- ------------ ------ -----------
<S> <C> <C> <C> <C> <C>
Paulson Investment 190,539 1.6% 190,300 239 *
Company, Inc.
Chester L. F. 19,800 * 19,800
Paulson(3)
M. Lorraine 9,900 * 9,900
Maxfield (3) ------- ------- ---
Total 220,239 220,000 239
<FN>
* Less than 1%.
(1) All of such shares are issuable upon the exercise of Warrants.
(2) The shares owned after this offering set forth in the above table
assume that the Selling Stockholders sell all of the shares of
Common Stock proposed to be sold by them under this Prospectus. The
Selling Stockholders may offer all or some of their shares of
Common Stock pursuant to the offering. Because there are no
agreements, arrangements or understandings with respect to the
amount and timing of their offers and sales, the Company cannot
estimate the number of shares that will be beneficially owned by
them after this offering. See "Plan of Distribution."
(3) Mr. Paulson and Ms. Maxfield are officers of Paulson, and Mr.
Paulson is a major stockholder of Paulson's parent company.
</FN>
</TABLE>
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The Company and the Selling Stockholders (as holders of Warrants selling
shares of Common Stock under this Prospectus) have agreed to indemnify each
other against certain liabilities arising under the Securities Act. The
Company has agreed to pay all expenses relating to this offering, except for
brokerage commissions incurred by the Selling Stockholders in connection with
their sales.
PLAN OF DISTRIBUTION
GENERAL
The shares offered hereby may be offered and sold from time to time as
market conditions permit on the NASDAQ National Market, or otherwise, at
prices and terms then prevailing, at prices related to the then-current market
price, or in negotiated transactions. The shares may be sold by one or more of
the following methods, without limitation: (a) a block trade in which a broker
or dealer so engaged will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate a transaction;
(b) purchases by a broker or a dealer as principal and resale by such broker
or dealer for its account and transactions in which the broker solicits
purchasers; and (d) face-to-face transactions between sellers and purchasers
without a broker or dealer.
In effecting sales transactions as described above, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers
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to participate and may receive commissions or discounts from the Selling
Stockholders in amounts negotiated in connection with such sales. The Selling
Stockholders and any broker, dealer or other agent executing sell orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within
the meaning of the Securities Act, in which event commissions received by any
such broker, dealer or agent may be deemed to be underwriting commissions
under the Securities Act. The Selling Stockholders have agreed to indemnify
the Company against liabilities arising from material misstatements or
omissions in statements provided by them to the Company for use in this
Prospectus.
Neither the Company nor any Selling Stockholder has entered into any
agreement, arrangement or understanding with any underwriter, broker or dealer
or any other person relating to the sale of the shares by any such Selling
Stockholder.
There can be no assurance that any of the Selling Stockholders will sell
any or all of the shares of Common Stock offered by them hereunder.
UNDERWRITING TRANSACTION - WARRANT AGREEMENT
The Company issued the Warrants to purchase up to 220,000 shares of
Common Stock to Paulson, as Representative, as part of its compensation in
connection with Cal-Maine's underwritten public offering of December 1996. The
Company sold 1,730,000 shares, and the Company's principal stockholder sold
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800,000 shares, of Common Stock in the underwriting. The offering price to the
public was $7.00 per share, including an underwriting discount of $0.518. The
Company also paid various expenses of the offering. Paulson purchased for its
own account and resale, 1,580,000 of the shares included in the underwriting.
The Warrants are exercisable for a period of four years beginning
December 11, 1997 at a price of $8.40 per share and are nontransferable except
(i) to any of the Underwriters or to individuals who are either an officer or
a partner of an Underwriter or (ii) by will or the laws of descent and
distribution. The holders of the Warrants have, in that capacity, no voting,
dividend or other shareholder rights.
The Company has agreed to maintain an effective registration statement
with respect to the shares of Common Stock underlying the Warrants to permit
the resale of the shares at all times during the period in which the Warrants
are exercisable. Under the terms of the Warrant Agreement, substantially all
of the expenses of the offering will be paid by the Company. In addition, the
Company and the Selling Stockholders are obligated to indemnify each other
against certain liabilities, including liabilities arising under the
Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby have been
passed upon for the Company by Young, Williams, Henderson & Fuselier, P.A.,
Jackson, Mississippi. Freedman, Levy Kroll & Simonds, Washington, D.C., have
acted as special counsel to the Company with respect to legal matters under
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the federal securities laws.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report (Form 10-K) for the year ended May 31, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
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No dealer, salesperson or other person has
been authorized to give any information or to
make any representation not contained in this
Prospectus and, if given or made, such
information or representation must not be CAL-MAINE FOODS, INC.
relied upon as having been authorized by the
Company or any Selling Stockholder. This
Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any 220,000 SHARES
of the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer in such
jurisdiction. Neither the delivery of this COMMON STOCK
Prospectus nor any sale made hereunder shall,
under any circumstances, create any
implication that the information contained
herein is correct as of any time subsequent (PAR VALUE $0.01 PER SHARE)
to the date hereof, or that there has been no
change in the affairs of the Company since
such date.
--------------------
TABLE OF CONTENTS PROSPECTUS
Available Information..................... 2 --------------------
Documents Incorporated by Reference....... 2
Risk Factors.............................. 3
The Company............................... 7
Selling Stockholders...................... 11 DECEMBER __, 1997
Plan of Distribution...................... 15
Legal matters............................. 15
Experts................................... 16
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses, other
than brokerage commissions, in connection with the distribution covered by
this Post-Effective Amendment.
<TABLE>
<S> <C>
SEC Registration Fee........................... $ 681.82
Accounting Fees and Expenses................... 4,000.00
Legal Fees and Expenses........................ 8,500.00
Printing....................................... 1,000.00
Miscellaneous.................................. 218.18
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Total $14,000.00
</TABLE>
Of the above expenses, the Registrant has previously paid the SEC
registration fee in connection with the filing of the Registration Statement
(on Form S-1) on October 25,1996, and Registrant will bear all of the other
expenses included in the table.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information set forth under Item 14 of Part II of this Registration
Statement No. 333- 14809 (on Form S-1), as filed on October 25, 1996, is
incorporated herein by reference.
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ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<S> <C>
5 Opinion of Young, Williams,
Henderson & Fuselier, P.A.
23.1 Consent of Young, Williams,
Henderson & Fuselier, P.A.
(Included in Exhibit 5.)
23.2 Consent of Ernst & Young LLP.
</TABLE>
ITEM 17. UNDERTAKINGS
The undertakings set forth in paragraphs (a) and (b) under Item 17 of
Part II of this Registration Statement No. 333-14809 (on Form S-1), as filed
on October 25, 1996, are incorporated herein by reference; except that the
undertakings in subparagraphs (1)(i) and (1)(ii) of paragraph (a) of (Form
S-1) Item 17 shall not apply, in view of the filing of this Post-Effective
Amendment on Form S-3, to the extent that the information required by those
subparagraphs is contained in periodic reports filed with the Commission 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.
The undersigned Registrant hereby further 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 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
24
<PAGE>
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.
25
<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 the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Jackson, Mississippi on this 13th
day of November 1997.
CAL-MAINE FOODS, INC.
/s/BOBBY J. RAINES
------------------
Bobby J. Raines
Vice President, Treasurer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
-------------------* Chairman of the Board and
FRED R. ADAMS, JR. Chief Executive Officer
(Principal Executive Officer)
/s/ BOBBY J. RAINES Vice President, Chief November 13, 1997
------------------- Financial Officer, Treasurer,
Bobby J. Raines Secretary and Director
(Principal Financial Officer)
26
<PAGE>
/s/CHARLES F. COLLINS Vice President, Controller and November 13, 1997
---------------------- Director
Charles F. Collins (Principal Accounting Officer)
-------------------* Director
Richard K. Looper
-------------------* Director
Adolphus B. Baker
-------------------* Director
Jack B. Self
-------------------* Director
Joe M. Wyatt
-------------------* Director
W.D. Cox
-------------------* Director
R. Faser Triplett
*By:/s/ B. J. RAINES
--------------------
B. J. Raines
Attorney-in-Fact
November 13, 1997
</TABLE>
(The power of attorney, dated October 21, 1996, was included in the
signature page (page II-4) contained in the Registration Statement on Form S-1
as filed on October 25, 1996.)
27
EXHIBIT 5
November 13, 1997
Cal-Maine Foods, Inc.
Post Office Box 2960
Jackson, MS 39207
Re: Cal-Maine Foods, Inc.
Post-Effective Amendment No. 1 to Form S-1 on Form S-3
Gentlemen:
We are counsel to Cal-Maine Foods, Inc. (the "Company") and have represented
the Company in connection with the Post-Effective Amendment No. 1 to Form S-1
on Form S-3 being filed with the Securities and Exchange Commission (together
with all exhibits thereto, the "Amendment"). The Amendment relates to the
registration by the Company of 220,000 shares of the Company's common stock,
par value of $.01 per share, (the "Shares") to be issued upon the exercise of
warrants issued by the Company to Paulson Investment Company, Inc., the
Representative of several underwriters.
We have examined (1) the Certificate of Incorporation, and all amendments
thereto of the Company, certified by the Secretary of State of the State of
Delaware, (2) the By-laws of the Company, certified by the Secretary of the
Company as being those currently in effect, (3) the Amendment, (4) the Warrant
Agreement, and (5) such other corporate records, certificates, documents and
other instruments as in our opinion are necessary or appropriate in connection
with expressing the opinions set forth below.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
2. When the following events shall have occurred:
(a) the Amendment is filed and becomes effective,
(b) the Warrants have been exercised and the Shares shall have been
paid for and issued in accordance with the terms of the Warrant
Agreement as provided in the Amendment,
<PAGE>
the Shares thus sold will be legally issued, fully paid and
non-assessable.
This firm hereby consents to the reference to it in the Prospectus called for
by Part I of the Amendment and the filing of this opinion as Exhibit 5
thereto.
Sincerely,
YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A.
/s/James H. Need, III
James H. Neeld, III
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement No.
333-14809 (originally filed on Form S-1) and related Prospectus of Cal-Maine
Foods, Inc. for the registration of 220,000 shares of its common stock and to
the incorporation by reference therein of our report dated July 10, 1997, with
respect to the consolidated financial statements and schedule of Cal-Maine
Foods, Inc. included in the Annual Report (Form 10-K) for the year ended May
31, 1997, filed with the Securities and Exchange Commission.
/s/Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Jackson, Mississippi
November 13, 1997
