<PAGE> 1
As filed with the Securities and Exchange Commission on February 2, 2000.
Registration No. 333-
------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNIVERSAL FOODS CORPORATION
------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
Wisconsin 39-0561070
- ---------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
433 East Michigan Street
Milwaukee, Wisconsin 53202
- ------------------------------------ ------------------------------------
(Address of principal (Zip Code)
executive offices)
Universal Foods Corporation 1999 Non-Employee Director Stock Option Plan
- ------------------------------------------------------------------------------
(Full title of the plan)
John L. Hammond
Vice President, Secretary and General Counsel
Universal Foods Corporation
433 East Michigan Street
Milwaukee, Wisconsin 53202
(414) 271-6755
------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Andrew J. Guzikowski
Whyte Hirschboeck Dudek S.C.
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
414-273-2100
------------------------------------------------------------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
- ---------- ---------- --------- ----- ---
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 250,000 $17.5625 (1) $4,390,625 (1) $1,159.13 (1)
shares
Common Stock Purchase Rights 250,000 (2) (2) (2)
rights
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee based on the average
of the high and low prices for Universal Foods Corporation Common Stock
as reported on the New York Stock Exchange on January 27, 2000.
(2) The value attributable to the Common Stock Purchase Rights is reflected
in the market price of the Common Stock to which the Rights are attached.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Universal Foods
Corporation (the "Company") with the Commission and are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the year ended
September 30, 1999, which includes certified financial
statements as of and for the year ended September 30, 1999.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since September 30, 1999.
3. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A,
dated December 29, 1976, as amended by Form 8-A dated July 16,
1986, and any other amendments or reports filed for the
purpose of updating such description.
4. The description of the Company's Common Stock Purchase Rights
contained in Item 1 of the Company's Registration Statement on
Form 8-A, dated September 15, 1998, and the Company's current
reports on Form 8-K dated June 30, 1998 and August 6, 1998,
and 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 or 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement, which indicates that
all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Wisconsin Business Corporation Law and the Company's
<PAGE> 4
Bylaws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding; and (ii) in proceedings in which the director or officer is not
successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his duties
to the Company and such breach or failure constituted: (a) a willful failure to
deal fairly with the Company or its shareholders in connection with a matter in
which the director or officer had a material conflict of interest; (b) a
violation of the criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should be noted that the Wisconsin Business Corporation Law
specifically states that it is the public policy of the State of Wisconsin to
require or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or permitted
as described above. Additionally, under the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareholders or any person asserting rights on behalf of the Company or its
shareholders, for certain breaches or failures to perform any duty resulting
solely from their status as such directors, except in circumstances paralleling
those in subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's Bylaws is not exclusive of any other rights to which a
director or officer of the Company may be entitled.
The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law, which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
- ------------ -------
5 Opinion of Whyte Hirschboeck Dudek S.C.
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Whyte Hirschboeck Dudek S.C. (included as part of
Exhibit 5 hereto)
24 Powers of Attorney relating to subsequent amendments (included
as part of the signature pages to this Registration Statement)
<PAGE> 5
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant 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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Milwaukee, and State of Wisconsin, on this 27th
day of January, 2000.
UNIVERSAL FOODS CORPORATION
By: /s/ John L. Hammond
---------------------------
John L. Hammond
Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated below.*
Each person whose signature appears below constitutes and appoints
Kenneth P. Manning and John L. Hammond, and each of them individually, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and revocation, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, may lawfully do or cause to be done by virtue hereof.
/s/ Kenneth P. Manning
- ----------------------------
Kenneth P. Manning Chairman of the Board, President
and Chief Executive Officer (Principal
Executive Officer)
/s/ Michael Fung
- ----------------------------
Michael Fung Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Michael L. Hennen
- ----------------------------
Michael L. Hennen Vice President and Controller
(Principal Accounting Officer)
*Each of these signatures is affixed as of January 27, 2000.
<PAGE> 7
/s/ Richard Abdoo
- ----------------------------------
Richard Abdoo Director
- ----------------------------------
Michael E. Batten Director
/s/ John F. Bergstrom
- ----------------------------------
John F. Bergstrom Director
/s/ Dr. Fergus M. Clydesdale
- ----------------------------------
Dr. Fergus M. Clydesdale Director
/s/ James A.D. Croft
- ----------------------------------
James A.D. Croft Director
/s/ Alberto Fernandez
- ----------------------------------
Alberto Fernandez Director
/s/ James L. Forbes
- ----------------------------------
James L. Forbes Director
/s/ Dr. Carol I. Waslien Ghazaii
- ----------------------------------
Dr. Carol I. Waslien Ghazaii Director
/s/ William V. Hickey
- ----------------------------------
William V. Hickey Director
/s/ Essie Whitelaw
- ----------------------------------
Essie Whitelaw Director
* Each of these signatures is affixed as of January 27, 2000.
<PAGE> 8
EXHIBIT INDEX
UNIVERSAL FOODS CORPORATION FORM S-8
RELATING TO UNIVERSAL FOODS CORPORATION
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
<TABLE>
<CAPTION>
Incorporated Herein by Filed
Exhibit No. Description Reference From Herewith
----------- ----------- -------------- --------
<S> <C> <C> <C>
3.1 Universal Foods Corporation Amended and Restated Exhibit 3.1 to Annual
Articles of Incorporation, adopted November 12, Report on Form 10-K
1998 for the fiscal year
ended September 30,
1998 (Commission File
No. 1-7626)
3.2 Universal Foods Corporation Amended and Restated Exhibit 3.2 to Annual
Bylaws, adopted November 11, 1999 Report on Form 10-K
for the fiscal year
ended September 30,
1999 (Commission File
No. 1-7626)
4.1 Rights Agreement, dated as of August 6, 1998, Exhibit 1.1 to
between Registrant and Firstar Trust Company Registration Statement
on Form 8-A dated July
20, 1998 (Commission
File No. 1-7626)
5 Opinion of Whyte Hirschboeck Dudek S.C. X
10(g) Universal Foods Corporation 1999 Non-Employee Appendix A to the
Director Stock Option Plan Registrant's Annual
Meeting Proxy
Statement dated
December 17, 1999
23(a) Consent of Deloitte & Touche LLP X
23(b) Consent of Whyte Hirschboeck Dudek S.C. X*
24 Powers of Attorney relating to subsequent X**
amendments
</TABLE>
- --------------------------------
* Included as part of Exhibit 5 hereto
** Included as part of the signature page to this Registration Statement.
<PAGE> 1
EXHIBIT 5
February 2, 2000
Universal Foods Corporation
433 East Michigan Street
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
We have acted as counsel for Universal Foods Corporation, a Wisconsin
corporation (the "Company"), in connection with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 250,000 shares of the Company's
Common Stock, $.10 par value per share (the "Common Stock"), and rights to
purchase shares of Common Stock associated with each share of Common Stock
("Rights") that may be issued or acquired pursuant to the Universal Foods
Corporation 1999 Non-Employee Director Stock Option Plan (the "Plan").
In such capacity, we have examined, among other documents, the Articles
of Incorporation of the Company, as amended, the Bylaws of the Company, as
amended, and the Registration Statement to be filed on or shortly after the date
of this letter covering the offering of the Company's Common Stock pursuant to
the Plan.
Based on the foregoing and such additional investigation as we have
deemed necessary, it is our opinion that the shares of Common Stock to be
offered under the Plan have been legally and validly authorized under the
Articles of Incorporation of the Company and the laws of the State of Wisconsin.
When issued and paid for in accordance with the description set forth in the
Registration Statement and the Plan, the Common Stock will be legally issued,
fully-paid and non assessable, except as set forth in Wisconsin Statutes Section
180.0622(2)(b) as interpreted. We are also of the opinion that the Rights, if
and when issued, pursuant to the terms of the Rights Agreement, will be validly
issued.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Act.
Very truly yours,
WHYTE HIRSCHBOECK DUDEK S.C.
/s/ Andrew J. Guzikowski
BY: -------------------------
Andrew J. Guzikowski
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Universal Foods Corporation on Form S-8 of our reports dated November 11, 1999,
included and incorporated by reference in the Annual Report on Form 10-K of
Universal Foods Corporation for the year ended September 30, 1999.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Milwaukee, Wisconsin
February 1, 2000
