BESTFOODS
S-8 POS, 2000-10-04
CANNED, FROZEN & PRESERVD FRUIT, VEG & FOOD SPECIALTIES
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  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2000
                                                     REGISTRATION NO.  33-49847
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                    -----------------------------------

                       POST-EFFECTIVE AMENDMENT NO. 2

                                     TO

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                                 BESTFOODS

           (Exact name of registrant as specified in its charter)

               DELAWARE                                     36-2385545
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                    Identification Number)

                             700 SYLVAN AVENUE
                            INTERNATIONAL PLAZA
                      ENGLEWOOD CLIFFS, NJ 07632-9976
           (Address of registrant's principal executive offices)

                      1993 STOCK AND PERFORMANCE PLAN
                          (Full title of the plan)

                          EDUARDO B. SANCHEZ, ESQ.
                      VICE PRESIDENT, GENERAL COUNSEL
                                 BESTFOODS
                             700 SYLVAN AVENUE
                            INTERNATIONAL PLAZA
                      ENGLEWOOD CLIFFS, NJ 07632-9976
                               (201) 894-4000
         (Name, address, and telephone number of agent for service)
=============================================================================

         Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as
amended, Bestfoods hereby withdraws from registration under this
Registration Statement any and all shares of Bestfoods Common Stock
originally registered hereunder which have not been issued. The 1993 Stock
and Performance Plan pursuant to which the shares would have been issued,
has either expired by its terms or been terminated and no additional shares
may be issued or sold under such plan.
<PAGE>
                                 SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933,
Bestfoods certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on October 4, 2000.

                                        BESTFOODS

                                        /s/ CHARLES R. SHOEMATE
                                        ----------------------------------
                                        By:  Charles R. Shoemate
                                             President Chief Executive Officer

         Pursuant to the requirements of the Securities Act, this
Post-Effective Amendment No. 2 has been signed below by the following
persons in the capacities and on the dates indicated.

          NAME                               TITLE                    DATED
          ----                               -----                    -----

/s/ ROBERT J. GILLESPIE            Executive Vice President,    October 4, 2000
-----------------------------      Strategic Business
Robert J. Gillespie                Development and Finance


/s/ PHILIP V. TERENZIO             Vice President and           October 4, 2000
-----------------------------      Controller
   Philip V. Terenzio


/s/ THOMAS H. FLOYD                Director                     October 4, 2000
-----------------------------
   Thomas H. Floyd


/s/ A. PETER HARWICH               Director                     October 4, 2000
-----------------------------
   A. Peter Harwich


/s/ RONALD M. SOIEFER              Director                     October 4, 2000
-----------------------------
   Ronald M. Soiefer


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