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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
SEPTEMBER 10, 1998
(Date of Report/Date of Earliest Reportable Event)
UNIVERSAL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
WISCONSIN 1-7626 39-0561070
(State or other (Commission File (IRS Employer
jurisdiction of Number) ID Number)
incorporation)
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433 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53202
(Address of principal executive offices)
(414) 271-6755
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On September 10, 1998, the Board of Directors of Universal Foods
Corporation (the "Company"), acting pursuant to its authority under Section 12.1
of the Company's 1998 Stock Option Plan (the "Plan"), adopted Amendment No. 1 to
the Plan. The full text of Amendment No. 1 is attached to this report as Exhibit
99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
99.1 Amendment No. 1 dated September 10, 1998 to the
Universal Foods Corporation 1998 Stock Option Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNIVERSAL FOODS CORPORATION
By: /s/ John L. Hammond
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Name: John L. Hammond
Title: Vice President, Secretary and
General Counsel
Dated: October 6 , 1998
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EXHIBIT INDEX
UNIVERSAL FOODS CORPORATION
FORM 8-K
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<CAPTION>
INCORPORATED
EXHIBIT HEREIN BY FILED
NUMBER DESCRIPTION REFERENCE HEREWITH
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<S> <C> <C> <C>
99.1 Amendment No. 1 dated September 10, 1998 X
to the Universal Foods Corporation
1998 Stock Option Plan.
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EXHIBIT 99.1
AMENDMENT NO. 1 TO THE
UNIVERSAL FOODS CORPORATION
1998 STOCK OPTION PLAN
The Universal Foods Corporation 1998 Stock Option Plan (the "Plan") is
hereby amended, effective as of September 10, 1998, as set forth below:
1. Section 5.1 of the Plan is amended by inserting the following sentence
immediately after the third sentence thereof:
No Participant may be granted stock options under this Plan
with respect to more than 600,000 shares of Stock (subject to
adjustment) during the term of this Plan (as established under
Section 6).
provided, however, that such amendment shall not be effective unless
the shareholders of the Company approve such amendment at the Annual
Meeting of the shareholders of the Company to be held in January, 1999,
or at any adjournment thereof, by a simple majority of the number of
shares represented at such meeting in person or by proxy.
2. Section 7.6 is amended to read in its entirety as follows:
7.6 Exercise of Options. Options granted hereunder shall be
exercisable at such times and be subject to such restrictions and
conditions as the Committee shall in each instance approve, which
need not be the same for all Participants.
3. Section 7.7(d) is amended to read in its entirety as follows:
(d) by electing to have the Company withhold from the shares of Stock
otherwise issuable upon exercise of the Option that number of
shares of Stock having a Fair Market Value at the time of
exercise plus cash for any fractional share amounts, equal to the
total Option price.
4. Section 11(b) is amended to read in its entirety as follows:
(b) A "Change of Control" of the Company means:
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(i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of
either (A) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common
Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled
to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (i),
the following acquisitions shall not constitute a
Change of Control: (1) any acquisition directly from
the Company, (2) any acquisition by the Company, (3)
any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (4)
any acquisition pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection
(iii) of this Section; or
(ii) individuals who, as of September 10, 1998, constitute
the Board (the "Incumbent Board") cease for any
reason to constitute at least a majority of the
Board; provided, however, that any individual
becoming a director subsequent to September 10, 1998
whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at
least a majority of the directors then comprising the
Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result
of an actual or threatened election contest with
respect to the election or removal of directors or
other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board; or
(iii) consummation by the Company of a reorganization,
merger or consolidation or sale or other disposition
of all or substantially all of the assets of the
Company or the acquisition of assets of another
entity (a "Business Combination"), in each case,
unless, following such Business Combination, (A) all
or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
business combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined
voting power of the then outstanding
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voting securities entitled to vote generally in the
election of directors, as the case may be, of the
corporation resulting from such Business Combination
(including, without limitation, a corporation which
as a result of such transaction owns the Company or
all or substantially all of the Company's assets
either directly or through one or more subsidiaries)
in substantially the same proportions as their
ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the
case may be, (B) no Person (excluding any employee
benefit plan (or related trust) of the Company or of
such corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such Business Combination or the
combined voting power of the then outstanding voting
securities of such corporation except to the extent
that such ownership existed prior to the Business
Combination and (C) at least a majority of the
members of the board of directors of the corporation
resulting from such Business Combination were members
of the Incumbent Board at the time of the execution
of the initial agreement, or the action of the Board,
providing for such Business Combination; or
(iv) approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.
5. The second sentence of Section 12.1 is amended to read in its entirety
as follows:
An amendment or termination of this Plan shall not adversely affect the
rights of Participants with respect to Awards previously granted to
them, and all unexpired Awards shall continue in force and effect after
termination of this Plan except as they may lapse or be terminated by
their own terms and conditions.
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