As Filed with the Securities and Exchange Commission on September 29, 2000.
Registration No. 333-_______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
-----------------------------
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)
-----------------------------
CONAGRA 2000 STOCK PLAN
(Full title of the plan)
-----------------------------
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>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
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
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (2)
($5.00 par value) 30,000,000 $18.875 $566,250,000 $149,490
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</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 September 25, 2000.
2. 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 ConAgra 2000 Stock Plan 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.
<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) Current Reports on Form 8-K dated June 22, 2000, August 24, 2000 and
September 5, 2000; and
(c) 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 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 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.
<PAGE>
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
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
10.1 - ConAgra 2000 Stock Plan
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 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 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
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
10.1 - ConAgra 2000 Stock Plan
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
