As filed with the Securities and Exchange Commission
on August 23, 1996
Registration No. 33-_____
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ENVIRODYNE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2677354
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, Illinois 60521
(630) 571-8800
(Address of Principal Executive Offices)
Envirodyne Industries, Inc.
1993 Stock Option Plan
(As Amended and Restated)
(Full title of the plan)
STEPHEN M. SCHUSTER
Vice President,
Secretary and General Counsel
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, Illinois 60521
(630) 571-8800
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Gary D. Gerstman
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-2060
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 900,000 shares $3.8125 (1) $3,431,250 (1) $1,183.19
Common Stock Purchase Rights 900,000 (2) -- (2) -- (2) -- (2)
<FN>
(1) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rules 457(h)(1) and 457(c)
under the Securities Act of 1933, based upon the average of the high and low sale prices of the Common Stock of the
Registrant on The Nasdaq National Market on August 21, 1996.
(2) Rights are initially carried and traded with the Common Stock of the Registrant. Value attributable to such
rights, if any, is reflected in the market price of the Common Stock.
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents heretofore filed with the
Securities and Exchange Commission (the "Commission") by
Envirodyne Industries, Inc. (the "Company") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K
for the fiscal year ended December 28, 1995.
(b) 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 December 28, 1995.
(c) The description of the Company's common
stock, par value $.01 per share (the "Common Stock"),
which is contained in the Registration Statement on
Form 8-A filed with the Commission on November 12, 1993
under the Exchange Act, including any subsequent
amendment or any report filed for the purpose of
updating such description.
(d) The description of the Company's common
stock purchase rights, which is contained in the
Registration Statement filed with the Commission on
June 26, 1996 under the Exchange Act, including any
subsequent amendment or any report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of 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 into this Registration
Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents").
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Mr. Stephen M. Schuster, Vice President, Secretary and
General Counsel of the Company, beneficially owns 75,948 shares
of Common Stock of the Company (which includes options to
purchase 45,750 shares and 15,104 shares owned by Mr. Schuster's
spouse).
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Company's Amended and Restated Certificate of
Incorporation, as amended, provides that, in accordance with
Section 102(b)(7) of the General Corporation Law of the State of
Delaware (the "DGCL"), a director of the Company will not be
personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) unlawful payment of dividends
under Section 174 of the DGCL or (iv) for any transaction from
which the director derived an improper personal benefit. It
further provides that if the DGCL is amended to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Company will be eliminated or limited to the fullest extent
permitted by the DGCL as so amended.
The Company's Amended and Restated Certificate of
Incorporation, as amended, provides indemnification for directors
or officers to the fullest extent permitted by the DGCL. The
Company's By-laws permit the Company to insure its directors,
officers, employees or agents against certain liabilities without
regard to whether they may be indemnified under Delaware law.
Reference is made to Section 145 of the DGCL which
provides for indemnification of directors and officers in certain
circumstances. Section 145 of the DGCL permits the
indemnification by a Delaware corporation of its directors,
officers, employees and other agents against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other
than derivative actions which are by or in the right of the
corporation) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
illegal. A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and court approval is
required before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation.
To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action referred to above or in defense of any
claim, issue or matter therein, such representative shall be
indemnified against expenses (including attorney's fees) actually
and reasonably incurred in connection therewith.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The Exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index.
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high and of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
a 20 percent change in the maximum aggregate
offering price forth in the "Calculation of
Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
-------- -------
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant
to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in this 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 therein, 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 therein, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.
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 Village of Oak
Brook, State of Illinois, on this 23rd day of August, 1996.
ENVIRODYNE INDUSTRIES, INC.
By: /s/
-------------------------------
F. Edward Gustafson
Chairman of the Board,
President, Chief
Executive Officer and
Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on this 23rd day of August,
1996. Each person whose signature appears below hereby appoints
Stephen M. Schuster his or her true and lawful attorney-in-fact,
with power to act with or without the other and with full power
of substitution and resubstitution, in any and all capacities, to
sign any or 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 full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, 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 their substitutes, may lawfully do or cause to be done
by virtue thereof.
Signature and Title Signature and Title
------------------- -------------------
/s/ /s/
- ------------------------- ----------------------------
F. Edward Gustafson Michael E. Heisley
Chairman of the Board, Director
President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ /s/
- ------------------------- ---------------------------
Gordon S. Donovan Gregory R. Page
Vice President and Treasurer Director
(Principal Financial
and Accounting Officer)
/s/ /s/
- ------------------------- ---------------------------
Robert N. Dangremond Mark D. Senkpiel
Director Director
/s/
- -------------------------
Avram A. Glazer
Director
/s/
- --------------------------
Malcolm I. Glazer
Director
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
-------------------------------------------------------
Exhibit Description of Exhibit
- -------- ----------------------
4.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated herein by reference to
Exhibit 3.1 to Form 8-K filed under the Exchange Act,
File No. 0-5485).
4.2 Bylaws of the Company (incorporated herein by reference
to Exhibit 3.1 to Form 8-K filed under the Exchange Act,
File No. 0-5485).
4.3 Rights Agreement dated as of June 26, 1996 between the
Company and Harris Trust and Savings Bank, as rights agent,
together with the specimen certificate representing common
stock purchase rights attached as Exhibit A thereto
(incorporated herein by reference to Exhibit 1 of the
Company's Registration Statement on Form 8-A filed under the
Exchange Act, File No. 0-5485).
4.4 Envirodyne Industries, Inc. 1993 Stock Option Plan (As Amended
and Restated) (incorporated herein by reference to Appendix A
to the Proxy Statement dated April 11, 1996 for the 1996 Annual
Meeting of the Stockholders filed under the Exchange Act,
File No. 0-5485).
*5 Opinion of Stephen M. Schuster, Esq.
*23.1 Consent of Stephen M. Schuster, Esq. (included in Exhibit 5).
*23.2 Consent of Coopers & Lybrand L.L.P.
*24.1 Powers of Attorney (reference is made to the Signatures section
of this Registration Statement for the Power of Attorney
contained therein.)
_____________________
* Filed herewith.
August 23, 1996
Envirodyne Industries, Inc.
701 Harger Road, Suite 190
Oak Brook, IL 60521
Re: Envirodyne Industries, Inc. 900,000 Shares of
Common Stock, par value $.01 per share
---------------------------------------------
This opinion of counsel is provided in my capacity as
General Counsel of Envirodyne Industries, Inc. ("Envirodyne"), a
Delaware corporation.
I refer to the Registration Statement on Form S-8 (the
"Registration Statement") being filed by Envirodyne with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to the
registration of 900,000 shares of Common Stock, par value $.01
per share (the "Shares"), of Envirodyne, together with 900,000
Preferred Stock Purchase Rights (the "Rights") associated
therewith, to be issued under the Envirodyne Industries, Inc.
1993 Stock Option Plan, as amended (as so amended, the "Plan").
The terms of the Rights are set forth in the Rights Agreement
dated as of June 26, 1996 (the "Rights Agreement") between the
Company and Harris Trust and Savings Bank, as Rights Agent.
I am familiar with the proceedings to date with respect
to the proposed issuance and sale of the Shares and the Rights
and have examined such records, documents and questions of law,
and satisfied myself as to such matters of fact, as I have
considered relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. Envirodyne is duly incorporated and validly
existing under the laws of the State of Delaware.
2. If, pursuant to due authorization of the
Company's Board of Directors, the Company shall issue
authorized and unissued shares of its Common Stock
pursuant to the Plan, such Shares will be legally
issued, fully paid and non-assessable when (i) the
Registration Statement shall have become effective
under the Securities Act; and (ii) certificates
representing such Shares shall have been duly executed,
countersigned and registered and duly delivered against
receipt by the Company of the consideration (not less
than the par value thereof) provided in the Plan.
3. The Rights associated with the Shares referred
to in paragraph 2 will be legally issued when (i) such
Rights have been duly issued in accordance with the
terms of the Rights Agreement and (ii) the associated
Shares have been duly issued and paid for as set forth
in paragraph 2.
The opinion is limited to the General Corporation Law
of the State of Delaware and the laws of the United States of
America. I do not find it necessary for the purposes of this
opinion to cover, and accordingly I express no opinion as to, the
application of the securities or blue sky laws of the various
states to the issuance and sale of the Shares.
I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to all references to
myself included in or made a part of the Registration Statement.
Sincerely yours,
Stephen M. Schuster
Vice President, Secretary
and General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
We consent to the inclusion in this registration statement on
Form S-8 (File No. ) of our report dated March 26,
-------------
1996, on our audits of the consolidated financial statements and
the financial statement schedules of Envirodyne Industries, Inc.
and Subsidiaries.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
August 23, 1996
