Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CAL-MAINE FOODS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 64-0500378
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(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
3320 WOODROW WILSON DRIVE, JACKSON, MS 39209
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(Address of Principal Executive Offices including Zip Code)
CAL-MAINE FOODS, INC. 1999 STOCK OPTION PLAN
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(Full title of plan)
Fred R. Adams, Jr.
Chairman of the Board and Chief Executive Officer
Cal-Maine Foods, Inc.
3320 Woodrow Wilson Drive
Jackson, MS 39209
(601) 948-6813
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(Name, address and telephone number of agent for services)
Copies to:
Peter E. Panarites, Esq.
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W. (Suite 825)
Washington, D.C. 20036
Telephone: (202)457-5105
Fax: (202)457-5151
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum
Securities to be Proposed Maximum Aggregate Amount of
to be registered Offering Price Offering Price Registration
Registered (1) Per Share (2) (2) Fee
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Common Stock, 500,000 $4.03 $2,015,000 $531.96
$.01 par value shares
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(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions in
accordance with Rule 416 under the Securities Act of 1933.
(2) The amounts are based upon the average of the high and low sale prices for
the Common Stock as reported on the NASDAQ National Market on June 20, 2000
and are used solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of
1933.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with
or included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Cal-Maine Foods, Inc. (the
"Company") with the SEC are incorporated in this Registration Statement by
reference and deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
May 29, 1999, filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act").
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
August 28, 1999, November 27, 1999, and February 26, 2000, filed pursuant to
the Exchange Act.
3. The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Registration Statement
on Form 8-A, as filed on October 28, 1996 under Section 12(g) of the Exchange
Act.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated in this Registration Statement by reference and to be a part
hereof from the date of filing of such documents; PROVIDED, HOWEVER, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this Registration Statement is in effect prior to
the filing with the SEC of the Company's Annual Report on Form 10-K covering
such year shall not be deemed incorporated by reference in this Registration
Statement and shall not be a part hereof from and after the filing of such
Annual Report on Form 10-K.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded, to constitute a part
of this Registration Statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company may indemnify its directors, officers and certain other
persons to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law, as amended from time-to-time. In that connection, Article VII
of the Company's By-laws contains indemnification and advancement of expenses
provisions generally providing that the Company will indemnify its directors,
officers, employees and agents to the fullest extent permitted under Section
145 of the Delaware General Corporation Law in connection with any threatened,
pending or completed action, suit or proceeding against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with such action, suit or proceeding
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interest of the Company, and, with respect to any
criminal proceeding, have no reasonable cause to believe their conduct was
unlawful.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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Item 8. EXHIBITS.
Exhibit
Number Description
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4(a) Cal-Maine Foods, Inc. 1999 Stock Option Plan.
5 Legal opinion, dated June 21, 2000, of Young, Williams,
Henderson & Fuselier, P.A. as to the legality of shares
offered.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Young, Williams, Henderson & Fuselier, P.A.
(Included in Exhibit 5 hereto.)
23(c) Consent of Freedman, Levy, Kroll & Simonds.
24 Power of Attorney. (Included on signature page of this
Registration Statement.)
Item 9. UNDERTAKINGS.
1. The Company hereby undertakes:
(a) 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;
(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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
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(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
2. The Company hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that it
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.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
informed that in the opinion of the SEC 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 Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 governed by the final adjudication of such
issue.
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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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jackson, State of Mississippi, on
this 21st day of June, 2000.
CAL-MAINE FOODS, INC.
By: /s/FRED R. ADAMS, JR.
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Fred R. Adams, Jr.
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Fred R. Adams, Jr. and/or Bobby J. Raines his
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, each acting alone, full power
and authority to do and perform to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
FRED R. ADAMS, JR. Chairman of the Board, June 21, 2000
----------------- Chief Executive Officer
Fred R. Adams, Jr. and Director
(Principal Executive
Officer)
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SIGNATURE TITLE DATE
BOBBY J. RAINES Vice President, Chief June 21, 2000
--------------- Financial Officer,
Bobby J. Raines Treasurer, Secretary
and Director
(Principal Financial
Officer)
CHARLES F. COLLINS Vice President, June 21, 2000
------------------ Controller and
Charles F. Collins Director
(Principal
Accounting Officer)
RICHARD K. LOOPER Director June 21, 2000
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Richard K. Looper
ADOLPHUS B. BAKER Director June 21, 2000
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Adolphus B. Baker
JACK B. SELF Director
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Jack B. Self
JOE M. WYATT Director June 21, 2000
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Joe M. Wyatt
Director
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W.D. Cox
Director
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R. Faser Triplett
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