As Filed with the Securities and
Exchange Commission on August 24, 2000. Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
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ConAgra, Inc.
(Exact name of registrant as specified in its charter)
Delaware 47-0248710
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Address of principal executive offices) (Zip code)
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PLAN FOR ASSUMPTION OF INTERNATIONAL HOME FOODS OPTIONS
(Full title of the plan)
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James P. O'Donnell
Executive Vice President and Chief Financial Officer
ConAgra, Inc.
One ConAgra Drive
Omaha, Nebraska 68102-5001
(Name and address of agent for service)
402-595-4000
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
========================= ====================== ======================= ====================== ======================
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered unit (1) price (1) registration fee (2)
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (3)
($5.00 par value) 6,000,000 $19.81 $118,860,000 $31,379
========================= ====================== ======================= ====================== ======================
</TABLE>
1. Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
sales prices as reported on the New York Stock Exchange Composite
Transactions List on August 23, 2000.
2. Pursuant to Rule 457(b), the registration fee is offset by $25,028 of
the filing fee paid in connection with the filing of Registration
Statement No. 333-40562. Accordingly, a filing fee of $6,351 is being
paid herewith.
3. This registration statement also applies to preferred share purchase
rights which are attached to and trade with each share of common stock.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission, this
registration statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participants in the Plan For Assumption of International Home Foods
Options as required by Securities Act Rule 428(b). Such documents are not being
filed with the Securities and Exchange Commission as part of this registration
statement or as prospectuses or prospectus supplements pursuant to Rule 424.
On August 24, 2000, ConAgra, Inc. acquired International Home Foods, Inc.
and assumed certain options previously granted by International Home Foods. The
assumed options are exercisable for ConAgra common stock. This registration
statement covers the shares of ConAgra common stock issuable upon such option
exercises.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
ConAgra, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents previously filed with the
Securities and Exchange Commission:
(a) Annual Report on Form 10-K for the year ended May 30, 1999;
(b) Quarterly Reports on Form 10-Q for the quarters ended August
29, 1999, November 28, 1999 and February 27, 2000;
(c) Current Reports on Form 8-K dated June 22, 2000 and August 24,
2000; and
(d) The description of the Company's common stock contained in
registration statements on Form 8-A filed under the Exchange
Act, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company and the Plan for
Assumption of International Home Foods Options 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 have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part thereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Pursuant to Article V of the Certificate of Incorporation of the
Company, the Company shall, to the extent required, and may, to the extent
permitted, by Section 102 and Section 145 of the General Corporation Law of the
State of Delaware, as amended from time to time, indemnify and reimburse all
persons whom it may indemnify and reimburse pursuant thereto. No director shall
be liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. A director shall continue to be liable for (i) any
breach of a director's duty of loyalty to the Company or its stockholders; (ii)
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) paying a dividend or approving a stock
repurchase which would violate Section 174 of the General Corporation Law of the
State of Delaware; or (iv) any transaction from which the director derived an
improper personal benefit.
The By-Laws of the Company provide for indemnification of Company
officers and directors against all expenses, liability or losses reasonably
incurred or suffered by the officer or director, including liability arising
under the Securities Act of 1933, to the extent legally permissible under
Section 145 of the General Corporation Law of the State of Delaware where any
such person was, is, or is threatened to be made a party to or is involved in
any action, suit or proceeding whether civil, criminal, administrative or
investigative, by reason of the fact such person was serving the Company in such
capacity. Generally, under Delaware law, indemnification will only be available
where an officer or director can establish that such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company.
The Company also maintains a director and officer insurance policy
which insures the officers and directors of the Company and its subsidiaries
against damages, judgments, settlements and costs incurred by reason of certain
wrongful acts committed by such persons in their capacities as officers and
directors.
Item 8. Exhibits
4.1 - ConAgra's Certificate of Incorporation, as amended,
incorporated by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 26, 1996.
4.2 - ConAgra's Bylaws, as amended, incorporated by reference
to ConAgra's quarterly report on Form 10-Q for the
quarter ended February 28, 1999.
4.3 - Rights Agreement dated July 12, 1996, incorporated by
reference to ConAgra's current report on Form 8-K dated
July 12, 1996.
4.4 - Certificate of Adjustment dated October 1, 1997 to
Rights Agreement, incorporated by reference to ConAgra's
quarterly report on Form 10-Q for the quarter ended
August 24, 1997.
4.5 - Amendment to Rights Agreement dated as of July 10, 1998,
incorporated by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 31, 1998.
4.6 - Form of Common Stock Certificate, incorporated by
reference to ConAgra's Registration Statement on Form
S-3 (33-63081).
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
10.1 - Plan for Assumption of International Home Foods Options
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of PricewaterhouseCoopers LLP
23.3 - Consent of McGrath, North, Mullin & Kratz, P.C.
(included as part of Exhibit 5)
24 - Powers of Attorney for Directors of the Company
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement 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.
(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 thereon, 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.
(d) 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
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.
(e) 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 Securities and Exchange
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 of 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.
<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-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, and the State of Nebraska, on this 24th day of
August, 2000.
CONAGRA, INC.
/s/ Bruce C. Rohde
Bruce C. Rohde
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 24th day of August, 2000 by
the following persons in the capacities indicated.
Signature Title
/s/ Bruce C. Rohde President, Chief Executive Officer
Bruce C. Rohde and Director
/s/ James P. O'Donnell Executive Vice President and Chief Financial
James P. O'Donnell Officer (Principal Financial Officer)
/s/ Jay Bolding Senior Vice President and Corporate
Jay Bolding Controller (Principal Accounting Officer)
C. M. Harper* Director
Robert A. Krane* Director
Mogens Bay* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Marjorie M. Scardino* Director
Walter Scott, Jr.* Director
Kenneth E. Stinson* Director
Clayton K. Yeutter* Director
* This registration statement has been signed by the undersigned as
attorney-in-fact on behalf of each person so indicated pursuant to a power of
attorney duly executed by each such person.
/s/ Bruce C. Rohde
Bruce C. Rohde
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
4.1 - ConAgra's Certificate of Incorporation, as amended,
incorporated by reference to ConAgra's annual report on
Form 10-K for the fiscal year ended May 26, 1996.
4.2 - ConAgra's Bylaws, as amended, incorporated by reference
to ConAgra's quarterly report on Form 10-Q for the
quarter ended February 28, 1999.
4.3 - Rights Agreement dated July 12, 1996, incorporated by
reference to ConAgra's current report on Form 8-K dated
July 12, 1996.
4.4 - Certificate of Adjustment dated October 1, 1997 to
Rights Agreement, incorporated by reference to
ConAgra's quarterly report on Form 10-Q for the quarter
ended August 24, 1997.
4.5 - Amendment to Rights Agreement dated as of July 10,
1998, incorporated by reference to ConAgra's annual
report on Form 10-K for the fiscal year ended May 31,
1998.
4.6 - Form of Common Stock Certificate, incorporated by
reference to ConAgra's Registration Statement on Form
S-3 (33-63081).
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
10.1 - Plan for Assumption of International Home Foods Options
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of PricewaterhouseCoopers LLP
23.3 - Consent of McGrath, North, Mullin & Kratz, P.C.
(included as part of Exhibit 5)
24 - Powers of Attorney for Directors of the Company
