As Filed with the Securities and Exchange Commission on September 29, 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 Foods, 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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INTERNATIONAL HOME FOODS 401(k) SAVINGS PLAN
(Full title of the plan)
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James P. O'Donnell
Executive Vice President and Chief Financial Officer
ConAgra Foods, 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>
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Title of securities to Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
be registered registered (1) price per share (2) offering price (2) registration fee
------------------------ ---------------- ---------------------------- ---------------------------- ------------------
Common Stock (3) 50,000 $18.875 $943,750 $249.15
($5.00 par value)
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</TABLE>
1 In addition, pursuant to Rule 416(c), this registration statement
covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
2 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 September 25, 2000.
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 (the
"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 as required by Securities Act
Rule 428(b). Such documents are not being filed with the Commission as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
RECENT DEVELOPMENTS
On August 24, 2000, ConAgra Foods, Inc. acquired International Home Foods,
Inc. The terms of the International Home Foods 401(k) Savings Plan will be
amended to replace International Home Foods with ConAgra Foods as the issuer of
the securities held pursuant to the plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
ConAgra Foods, 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 28, 2000;
(b) Annual Report on Form 11-K (Commission File No. 001-13537) for the
International Home Foods 401(k) Savings Plan for the fiscal year ended
December 31, 1999;
(c) Current Reports on Form 8-K dated on June 22, 2000, August 24, 2000 and
September 5, 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 International Home
Foods 401(k) Savings Plan 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 (1) any breach of
a director's duty of loyalty to the Company or its stockholders; (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (3) paying a dividend or approving a stock repurchase which
would violate Section 174 of the General Corporation Law of the State of
Delaware; or (4) 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 them to the extent legally permissible under the Delaware General
Corporation Law where any such person was, is, or 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 he was serving the
Company in such capacity. Generally, under Delaware law, indemnification will
only be available where an officer or director can establish that he 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 Company, its subsidiaries and their elected officers and directors
against damages, judgments, settlements and costs incurred by reason of 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 herein 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 herein 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
herein by reference to ConAgra's annual report on Form 10-K for the
fiscal year ended May 30, 1998.
4.6 - International Home Foods 401(k) Savings Plan, incorporated herein by
reference to Exhibit 4.1 of International Home Foods' Registration
Statement on Form S-8 (333-62099).
4.7 - Form of Common Stock Certificate.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of PricewaterhouseCoopers LLP
24 - Powers of Attorney for Directors of the Company.
The undersigned registrant hereby undertakes to submit or cause to be submitted,
if not previously submitted, the plan, and any amendments thereto, to the
Internal Revenue Service in a timely manner and to make all changes required by
the IRS in order to qualify the plan under the Internal Revenue Code.
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 28th day of
September, 2000.
CONAGRA FOODS, 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 28th day of September, 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
James P. O'Donnell Chief Financial Officer
(Principal Financial Officer)
/s/ Jay Bolding Senior Vice President and Controller
Jay Bolding (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>
Pursuant to the requirements of the Securities Act of 1933, the plan 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 28th day of September, 2000.
INTERNATIONAL HOME FOODS 401(k) SAVINGS PLAN
By: /s/ Don Winters
Name:Don Winters
Title: Member, Administrative Committee
<PAGE>
Index to Exhibits
Exhibit No. Exhibit Page
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 herein 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 herein 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
herein by reference to ConAgra's annual report on Form 10-K for the
fiscal year ended May 30, 1998.
4.6 - International Home Foods 401(k) Savings Plan, incorporated herein by
reference to Exhibit 4.1 of International Home Foods' Registration
Statement on Form S-8 (333-62099).
4.7 - Form of Common Stock Certificate.
23.1 - Consent of Deloitte & Touche LLP
23.2 - Consent of PricewaterhouseCoopers LLP
24 - Powers of Attorney for Directors of the Company.
