As filed with the Securities and Exchange Commission on August 29, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
GRIST MILL CO.
(Exact name of Registrant as specified in its charter)
DELAWARE 41-0974681
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------
21340 HAYES AVENUE
LAKEVILLE, MINNESOTA 55044
(Address of principal executive offices)
(zip code)
------------------
GRIST MILL CO.
1986 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
------------------
GLEN S. BOLANDER, PRESIDENT
GRIST MILL CO.
21340 HAYES AVENUE
LAKEVILLE, MINNESOTA 55044
(Name and address of agent for service)
(612) 469-4981
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
CHARLES H. PERLMAN, ESQ.
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================== ================= =================== ===================== ===================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1)(2) per Share(3) Offering Price(2)(3) Registration Fee(3)
==================================== ================= =================== ===================== ===================
<S> <C> <C> <C> <C>
Common Stock, $0.10 Par Value 1,300,000 $6.0625 $7,881,250 $2,718
==================================== ================= =================== ===================== ===================
</TABLE>
(1) This Form S-8 is being filed with the Securities and Exchange Commission
("SEC") for the purpose of registering 1,300,000 shares of the
Registrant's common stock which are reserved for issuance pursuant to the
Registrant's 1986 Non-Qualified Stock Option Plan (the "Plan") in addition
to the 350,000 shares registered for the Plan on a Form S-8 filed with the
SEC on September 18, 1987, 450,000 shares registered for the Plan on a
Form S-8 filed with the SEC on March 14, 1990 and 400,000 shares issued
with respect to such previously registered shares as a result of a three
for two stock split in November 1992.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Act"), this Registration Statement also registers such indeterminate
number of additional shares as may be issuable under the Plan in
connection with share splits, share dividends or similar transactions.
(3) Estimated pursuant to Rule 457(h) under the Act, solely for the purpose of
calculating the registration fee, based on the average of the high and low
prices for the Registrant's common stock as reported on the Nasdaq
National Market on August 26, 1996. Pursuant to General Instruction E of
Form S-8, the registration fee is calculated and payable only with respect
to the 1,300,000 additional shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities. This Registration Statement covers
additional shares of common stock relating to the Grist Mill Co. 1986
Non-Qualified Stock Option Plan (the "Plan") for which a registration statement
on Form S-8 relating to the Plan is effective. The contents of Registration
Statement No. 33-17317 and Registration Statement No. 33-33879 are incorporated
by reference into this Registration Statement.
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 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 Lakeville, State of Minnesota, on August 28, 1996.
GRIST MILL CO.
By: /s/ Glen S. Bolander
--------------------------------------
Glen S. Bolander
President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Glen S. Bolander and Charles H. Perlman,
and each of them, his true and lawful attorney-in-fact and agent, each with full
power of substitution and re-substitution, for him and in his name, place and
stead, 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 attorney-in-fact and
agent 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 might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on the dates indicated below on August 28, 1996.
SIGNATURE TITLE
--------- -----
/s/ Ronald K. Zuckerman Chairman of the Board
- -----------------------
Ronald K. Zuckerman
/s/ Glen S. Bolander Director, President and
- -------------------- Chief Executive Officer
Glen S. Bolander
/s/ Daniel J. Kinsella Vice President, Chief Financial
- ---------------------- Officer, Treasurer and Secretary
Daniel J. Kinsella
/s/ Charles H. Perlman Director
- ----------------------
Charles H. Perlman
/s/ Roger L. Weston Director
- -------------------
Roger L. Weston
GRIST MILL CO.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
Incorporated
Exhibit Herein by Filed
No. Description Reference To Herewith
------------- ------------------------------------- ---------------------------------------- -------------------
<S> <C> <C> <C>
4.1 Article Fourth of the Grist Mill Exhibit 4.1 to the Registration
Co. Certificate of Incorporation Statement on Form S-8 filed with the
SEC by Grist Mill Co. on June 11,
1991, as amended (SEC File No.
33-41137)
4.2 Article II and Article V, Sections Exhibit 4.2 to the Registration
4 and 5 of the Grist Mill Co. Bylaws Statement on Form S-8 filed with the
SEC by Grist Mill Co. on June 11,
1991, as amended (SEC File No.
33-41137)
5.1 Opinion of Barack, Ferrazzano, X
Kirschbaum & Perlman
10.1 Amendment No. 4 to the Grist Mill X
Co. Non-Qualified Stock Option Plan
10.2 Amendment No. 5 to the Grist Mill X
Co. Non-Qualified Stock Option Plan
10.3 Amendment No. 6 to the Grist Mill X
Co. Non-Qualified Stock Option Plan
23.1 Consent of Ernst & Young X
24.1 Power of Attorney Included on
Signature Page to
this Registration
Statement
</TABLE>
BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
TELEPHONE: (312) 984-3100
FAX: (312) 984-3150
August 28, 1996
Grist Mill Co.
21340 Hayes Avenue
Lakeville, MN 55044
Ladies and Gentlemen:
We have acted as special counsel to Grist Mill Co., a Delaware corporation
(the "Company"), in connection with the proposed offering of an additional
1,300,000 shares of its common stock, $0.10 par value ("Common Shares"),
pursuant to the Grist Mill Co. 1986 Non- Qualified Stock Option Plan, as amended
(the "Offering"), all as described in the Form S-8 Registration Statement to be
filed with the Securities and Exchange Commission (the "SEC") on August 29, 1996
(the "Registration Statement"). Capitalized terms used, but not defined, herein
shall have the meanings given such terms in the Registration Statement. You have
requested our opinion concerning certain matters in connection with the
Offering.
We have made such legal and factual investigation as we deemed necessary
for purposes of this opinion. In our investigation, we have assumed the
genuineness of all signatures, the proper execution of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and examined
the following documents:
a. the Certificate of Incorporation of the Company filed with the
Secretary of State of the State of Delaware on December 3, 1971, as
amended, and the Company's Bylaws;
b. the Registration Statement, including the prospectus constituting a
part thereof (the "Prospectus");
c. resolutions of the board of directors of the Company (the "Board")
relating to the Offering; and
d. a form of share certificate representing the Common Shares approved
by the Board.
We call your attention to the fact that our firm only requires lawyers to
be qualified to practice law in the State of Illinois and, in rendering the
foregoing opinions, we express no opinion with respect to any laws relevant to
this opinion other than the Securities Act of 1933, as amended, and the rules
and regulations thereunder, the laws and regulations of the State of Illinois,
the General Corporation Law of the State of Delaware and United States federal
law.
Based upon the foregoing, but assuming no responsibility for the accuracy
or the completeness of the data supplied by the Company and subject to the
qualifications, assumptions and limitations set forth herein, it is our opinion
that:
1. The Company has been duly organized, is validly existing and is in good
standing under the laws of the State of Delaware and has due corporate authority
to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 12,000,000 Common Shares, of
which 6,765,577 Common Shares have been issued and are presently outstanding
prior to the Offering.
3. When the Registration Statement shall have been declared effective by
order of the SEC and the Common Shares to be sold thereunder shall have been
issued and sold upon the terms and conditions set forth in the Registration
Statement, then such Common Shares will be legally issued, fully paid and
non-assessable.
We express no opinion with respect to any specific legal issues other than
those explicitly addressed herein. We assume no obligation to advise you of any
change in the foregoing subsequent to the date of this opinion (even though the
change may affect the legal conclusions stated in this opinion letter).
We hereby consent (i) to be named in the Registration Statement, and in
the Prospectus, as attorneys who will pass upon the legality of the Common
Shares to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement.
Sincerely,
/s/ Barack, Ferrazzano, Kirschbaum & Perlman
BARACK, FERRAZZANO, KIRSCHBAUM &
PERLMAN
AMENDMENT NO. 4 TO THE
GRIST MILL CO. NON-QUALIFIED STOCK OPTION PLAN
This Amendment No. 4 to the Grist Mill Co. Non-Qualified Stock Option
Plan, dated as of November 1, 1986, is made by Grist Mill Co., a Delaware
corporation (the "Company").
WHEREAS, the Grist Mill Co. Non-Qualified Stock Option Plan (the "Plan")
was adopted by the Company Board of Directors on November 1, 1986.
WHEREAS, the Company's Board of Directors on August 26, 1991 approved an
amendment to the Plan providing for an increase in the number of shares which
may be awarded thereunder from 800,000 to 900,000 shares.
WHEREAS, the provisions of the Tax Reform Act of 1986 permit amendments to
plans for options, including the Plan, which amendments are favorable to
grantees under the plans; and
NOW, THEREFORE, in consideration of the foregoing and in order to reflect
the approval of the Board of Directors of the Company:
1. The first sentence of Paragraph 2 of the Plan is hereby amended in its
entirety to read:
"There will be reserved for issue upon the exercise of options granted
under the Plan of 900,000 shares of the Corporation's Common Stock
$0.10 par value, subject to adjustment as provided in Paragraph 7,
which may be unissued shares or reacquired shares.
2. Except as expressly amended and supplemented by this Amendment, the
Plan is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Company has caused its President and Secretary to
execute this Amendment No. 4 to the Plan as of the 26th day of August, 1991.
GRIST MILL CO.
By: /s/ Ronald K. Zuckerman
Ronald K. Zuckerman, President
ATTEST:
/s/ Charles H. Perlman
- ------------------------------
Charles H. Perlman, Secretary
AMENDMENT NO. 5 TO THE
GRIST MILL CO. NON-QUALIFIED STOCK OPTION PLAN
This Amendment No. 5 to the Grist Mill Co. Non-Qualified Stock Option
Plan, dated as of November 1, 1986, is made by Grist Mill Co., a Delaware
corporation (the "Company").
WHEREAS, the Grist Mill Co. Non-Qualified Stock Option Plan (the
"Plan") was adopted by the Company Board of Directors on November 1, 1986.
WHEREAS, the Company's Board of Directors on October 12, 1993 approved
an amendment to the Plan providing for an increase in the number of shares which
may be awarded thereunder from 1,350,000 to 1,700,000 shares.
WHEREAS, the provisions of the Tax Reform Act of 1986 permit amendments
to plans for options, including the Plan, which amendments are favorable to
grantees under the plans; and
NOW, THEREFORE, in consideration of the foregoing and in order to
reflect the approval of the Board of Directors of the Company:
1. The first sentence of Paragraph 2 of the Plan is hereby amended in
its entirety to read:
"There will be reserved for issue upon the exercise of options granted
under the Plan of 1,700,000 shares of the Corporation's Common Stock
$0.10 par value, subject to adjustment as provided in Paragraph 7,
which may be unissued shares or reacquired shares."
2. Except as expressly amended and supplemented by this Amendment, the
Plan is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Company has caused its President and Secretary
to execute this Amendment No. 5 to the Plan as of the 12th day of October, 1993.
GRIST MILL CO.
By: /s/ Glen Bolander
Glen Bolander, President
ATTEST:
/s/ Charles H. Perlman
- ------------------------------
Charles H. Perlman, Assistant Secretary
AMENDMENT NO. 6 TO THE
GRIST MILL CO. NON-QUALIFIED STOCK OPTION PLAN
This Amendment No. 6 to the Grist Mill Co. Non-Qualified Stock Option
Plan, dated as of November 1, 1986, is made by Grist Mill Co., a Delaware
corporation (the "Company").
WHEREAS, the Grist Mill Co. Non-Qualified Stock Option Plan (the
"Plan") was adopted by the Company Board of Directors on November 1, 1986.
WHEREAS, the Company's Board of Directors on September 26, 1995
approved an amendment to the Plan providing for an increase in the number of
shares which may be awarded thereunder from 1,700,000 to 2,500,000 shares.
WHEREAS, the provisions of the Tax Reform Act of 1986 permit amendments
to plans for options, including the Plan, which amendments are favorable to
grantees under the plans.
WHEREAS, the Plan is expiring on November 1, 1996, and the Company
wishes to extend the expiration date.
NOW, THEREFORE, in consideration of the foregoing and in order to
reflect the approval of the Board of Directors of the Company:
1. The first sentence of Paragraph 2 of the Plan is hereby amended in
its entirety to read:
"There will be reserved for issue upon the exercise of options granted
under the Plan of 2,500,000 shares of the Corporation's Common Stock
$0.10 par value, subject to adjustment as provided in Paragraph 7,
which may be unissued shares or reacquired shares."
2. The second sentence of Paragraph 9 of the Plan is hereby amended in
its entirety to read as follows:
"The Plan, unless sooner terminated, shall terminate on November 1,
2001."
3. Except as expressly amended and supplemented by this Amendment, the
Plan is hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Company has caused its President and Secretary
to execute this Amendment No. 6 to the Plan as of the 26th day of September,
1995.
GRIST MILL CO.
By: /s/ Glen Bolander, President
Glen Bolander, President
ATTEST:
/s/ Charles H. Perlman
- ------------------------------
Charles H. Perlman, Assistant Secretary
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-xxxxx) pertaining to the Grist Mill Company 1986 Non-Qualified Stock
Option Plan of our report dated July 8, 1996, with respect to the consolidated
financial statements of Grist Mill Company incorporated by reference in its
Annual Report (Form 10-K) for the year ended May 31, 1996 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
Minneapolis, Minnesota
August 26, 1996
