<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1995
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------
H. J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0542520
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices, including zip code)
H. J. HEINZ COMPANY STOCK COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
LAWRENCE J. MCCABE, SENIOR VICE PRESIDENT--GENERAL COUNSEL H. J. HEINZ COMPANY
600 GRANT STREET PITTSBURGH, PENNSYLVANIA 15219
(Name and address of agent for service)
412-456-5700
(Telephone, including area code, of agent for service)
------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
H. J. Heinz Company Common
Stock, par value $.25 per share. 50,000(a) $43.375(b) $2,168,750(b) $747.84
===============================================================================================
</TABLE>
(a) Plus such indeterminate number of additional shares as may become issuable
pursuant to the anti-dilution provisions contained in the Company's Stock
Compensation Plan for Non-Employee Directors.
(b) Pursuant to rule 457(h) the proposed maximum aggregate offering price is
based upon $43.375 per share, the average of the high and low prices per
share of the Company's Common Stock on the New York Stock Exchange--
Composite Tape on September 6, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) H. J. Heinz Company Annual Report on Form 10-K for the fiscal year
ended May 3, 1995.
(b) H. J. Heinz Company Current Report on Form 8-K dated March 29, 1995, as
amended by the Company's Form 8-K/A dated May 30, 1995.
(c) H. J. Heinz Company Current Report on Form 8-K dated July 7, 1995.
(d) The description of H. J. Heinz Company's Common Stock contained in its
Registration Statement on Form 10 filed in 1945, as amended by an
amendment on Form 8 dated January 16, 1984 and as it may be amended in
the future.
In addition, there are incorporated herein by reference all documents
subsequently filed by H. J. Heinz Company (the "Company") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment to this registration statement which
indicates that all shares covered hereby have been sold or which deregisters
all such shares then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be 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
Certain legal matters in connection with the legality of the issuance of the
Company's Common Stock pursuant to the Company's Stock Compensation Plan for
Non-Employee Directors (the "Plan") have been passed upon by Lawrence J.
McCabe, Senior Vice President--General Counsel of the Company and a Director
of the Company. Mr. McCabe, however, is not eligible to participate in the
Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company provides in Article Sixth of its Articles of Incorporation and
Article VII of its By-Laws for the limitation of the liability of the
Company's directors to the maximum extent permitted under Pennsylvania law
from time to time in effect. These provisions were approved by the Company's
shareholders on September 9, 1987 and were adopted as a result of the passage
of the Directors' Liability Act (an amendment to the Pennsylvania Judicial
Code) which became effective on January 27, 1987 (the "Act"). The Act permits
Pennsylvania corporations to eliminate, subject to shareholder approval of a
provision in a corporation's by-laws, the personal liability (including
liability to the corporation or to its shareholders) of directors for monetary
damages for a breach of, or a failure to perform, their duties as directors,
except to the extent their acts or
II-1
<PAGE>
omissions constitute self-dealing, willful misconduct or recklessness. The Act
does not apply, however, to the responsibility or liability of a director
pursuant to any criminal statute or to the liability of a director for the
payment of taxes pursuant to local, state or Federal law.
In addition, the Company provides in Article Sixth of its Articles of
Incorporation and Article VIII of its By-Laws for the indemnification of the
Company's directors, officers and others who may be later designated by the
Board of Directors of the Company to the maximum extent permitted under
Pennsylvania law from time to time in effect with respect to proceedings based
on acts or omissions on or after January 27, 1987. These provisions were also
adopted in response to the Act, which provides that directors, officers and
other persons designated by the directors may be indemnified against
liabilities and expenses incurred in the performance of their duties subject
to the limitation that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted self- dealing, willful misconduct or
recklessness. Given that the aforementioned provisions relating to
indemnification incorporate the full extent of indemnification permitted under
Pennsylvania law as from time to time in effect, such provisions would
implement automatically any future changes in the law which expand the scope
of permissible indemnification of the Company's directors and officers.
However, any amendment or repeal of these provisions would not limit the
rights of directors or officers to be indemnified with respect to acts or
omissions which occurred prior to any such change.
In connection with the adoption of Article VIII of the By-Laws relating to
indemnification, the Company retained Article IX (formerly Article VII) of its
By-Laws which provides for the indemnification of its present and former
directors, officers, and managerial employees to the fullest extent permitted
by and in accordance with the standards and procedures provided under
Subchapter C of Chapter 17 of the Pennsylvania Business Corporation Law of
1988 (the "BCL") unless such persons have received the benefits of
indemnification under Article VIII of the Company's By-Laws. Subchapter C of
the BCL sets forth comprehensive indemnification provisions authorizing
corporations to indemnify present and former directors, officers, employees
and agents against liabilities incurred in connection with their service in
such capacities. Under these sections of the BCL, such persons could be
indemnified only if (i) the director or officer was successful on the merits
of the suit or proceeding in respect of which indemnification was sought or
(ii) indemnification was ordered by a court or (iii) a determination was made
by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to the suit or proceeding, by independent legal
counsel or by the stockholders that the director or officer has acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.
The Company is also authorized under Pennsylvania law, including the BCL,
its Articles of Incorporation (Article Sixth) and its By-Laws (Article VIII
and Article IX) to purchase insurance against such liabilities, whether or not
the Company would have the power to indemnify such person against such
liability by law or under the provisions of the Company's Articles of
Incorporation or By-Laws. The Company has obtained directors' and officers'
insurance against loss, within certain policy limits, arising from any claim
made against the Company's directors and officers by reason of any wrongful
act, as defined in such insurance policies, in their respective capacities as
directors or officers or as fiduciaries under certain of the Company's
employee benefit plans.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed herewith as a part of this Registration Statement.
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<CAPTION>
NUMBER DESCRIPTION
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<C> <S>
4 H. J. Heinz Company Stock Compensation Plan for Non-Employee
Directors is incorporated herein by reference to Appendix A to H.J.
Heinz Company definitive proxy statement dated August 3, 1995.
5 Opinion of Lawrence J. McCabe, Esq., Senior Vice President--General
Counsel of the Company, as to legality of the Common Stock to be
issued pursuant to the Stock Compensation Plan for Non-Employee
Directors.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ivins, Phillips & Barker, Chartered.
23.4 Consent of Lawrence J. McCabe is set forth in Exhibit 5.
24 Power of Attorney.
</TABLE>
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:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement;
(c) 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;
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
the registration statement is on Form S-3 or Form S-8 and 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 Securities and Exchange Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
II-3
<PAGE>
(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
the 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 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.
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<PAGE>
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 Pittsburgh, Commonwealth of
Pennsylvania, on September 13, 1995.
H. J. HEINZ COMPANY
/s/ David R. Williams
By...................................
DAVID R. WILLIAMS SENIOR VICE
PRESIDENT--FINANCE AND CHIEF
FINANCIAL OFFICER
------------
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
Anthony J. F. O'Reilly Chairman of the Board,
President and Chief
Executive Officer and
Director (Principal
Executive Officer)
David R. Williams Senior Vice President--
Finance and Chief Financial
Officer and Director
(Principal Financial
Officer) /s/ Lawrence J. McCabe
By..........................
Tracy E. Quinn Corporate Controller LAWRENCE J. MCCABE
(Principal Accounting DIRECTOR AND
Officer) ATTORNEY-IN-FACT
SEPTEMBER 13, 1995
Joseph J. Bogdanovich Director
Richard M. Cyert Director
Thomas S. Foley Director
Edith E. Holiday Director
Samuel C. Johnson Director
William R. Johnson Director
Albert Lippert Director
Lawrence J. McCabe Director
Luigi Ribolla Director
Herman J. Schmidt Director
David W. Sculley Director
Eleanor B. Sheldon Director
William P. Snyder III Director
William C. Springer Director
S. Donald Wiley Director
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed as a part of this Registration Statement. The exhibit numbers listed
below correspond to the exhibit numbers designated in Item 601 of Regulation
S-K.
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<CAPTION>
NUMBER DESCRIPTION
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<C> <S>
4 H. J. Heinz Company Stock Compensation Plan for Non-Employee
Directors is incorporated herein by reference to Appendix A to H.J.
Heinz Company definitive proxy statement dated August 3, 1995.
5 Opinion of Lawrence J. McCabe, Esq., Senior Vice President--General
Counsel of the Company, as to legality of the Common Stock to be
issued pursuant to the Stock Compensation Plan for Non-Employee
Directors.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ivins, Phillips & Barker, Chartered.
23.4 Consent of Lawrence J. McCabe is set forth in Exhibit 5.
24 Power of Attorney.
</TABLE>
<PAGE>
[LOGO OF H. J. HEINZ CO.]
EXHIBIT 5
September 13, 1995
H. J. Heinz Company
600 Grant Street
Pittsburgh, PA 15219
Re: Opinion of Counsel as to Legality of Common Stock Being
Registered Pursuant to H. J. Heinz Company Stock
Compensation Plan for Non-Employee Directors
Gentlemen:
I am Senior Vice President-General Counsel of H. J. Heinz Company (the
"Company") and am familiar with its Registration Statement on Form S-8
relating to 50,000 shares of the Company's Common Stock, $.25 par value per
share (the "Shares") reserved for the purposes of the Company's Stock
Compensation Plan for Non-Employee Directors (the "Plan").
Based on such examination of corporate records, documents and questions of
law as I have considered it necessary to examine in order to enable me to
furnish this opinion, I am pleased to advise you that in my opinion the Shares
reserved for the purpose of the Plan have been duly authorized and the Shares
will, when issued in accordance with the Plan, be legally issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Lawrence J. McCabe
Lawrence J. McCabe
Senior Vice President-
General Counsel
LJM/jw
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of H. J. Heinz Company on Form S-8 (File No. 33- ) of our reports, dated
June 19, 1995, on our audits of the consolidated financial statements and
financial statement schedule of H. J. Heinz Company and Subsidiaries as of May
3, 1995 and April 27, 1994 and for each of the three years in the period ended
May 3, 1995, which reports are incorporated by reference to the H. J. Heinz
Company Annual Report on Form 10-K for the year ended May 3, 1995.
Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
September 13, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference inthis registration statement of our report dated April 11, 1995,
included in H.J. Heinz Company's Form 8-K/A dated May 30, 1995.
Arthur Andersen LLP
Chicago, Illinois
September 12, 1995
<PAGE>
EXHIBIT 23.3
[LETTERHEAD OF IVINS, PHILLIPS & BARKER, CHARTERED]
CONSENT OF COUNSEL
We consent to the inclusion in the Prospectus constituting a part of this
Registration Statement of the opinion of counsel that we furnished you, which
appears under the captions "Federal Income Tax Consequences" and
"Applicability of ERISA", and to the references to our firm in the Prospectus
under the captions "Federal Income Tax Consequences," and "Applicability of
ERISA."
Ivins, Phillips & Barker, Chartered
Washington, D.C.
September 12, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Anthony J. F. O'Reilly, Lawrence J. McCabe and
David R. Williams, and each of them, such person's true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for
such person and in his or her name, place and stead, in any and all
capacities, to sign a Registration Statement on Form S-8, and to sign any and
all amendments to said 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, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
This Power of Attorney has been signed below as of the 12th day of
September, 1995 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <C>
/s/ Anthony J. F. O'Reilly Chairman of the Board, President and
------------------------------------------- Chief Executive Officer and Director
ANTHONY J. F. O'REILLY (Principal Executive Officer)
/s/ David R. Williams Senior Vice President--Finance and
------------------------------------------- Chief Financial Officer and Director
DAVID R. WILLIAMS (Principal Financial Officer)
/s/ Tracy E. Quinn Corporate Controller
------------------------------------------ (Principal Accounting Officer)
TRACY E. QUINN
/s/ William P. Snyder III Director
-------------------------------------------
WILLIAM P. SNYDER III
/s/ Joseph J. Bogdanovich Director
-------------------------------------------
JOSEPH J. BOGDANOVICH
/s/ Herman J. Schmidt Director
-------------------------------------------
HERMAN J. SCHMIDT
/s/ Albert Lippert Director
-------------------------------------------
ALBERT LIPPERT
/s/ Eleanor B. Sheldon Director
-------------------------------------------
ELEANOR B. SHELDON
/s/ Richard M. Cyert Director
-------------------------------------------
RICHARD M. CYERT
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <C>
/s/ Samuel C. Johnson Director
-------------------------------------------
SAMUEL C. JOHNSON
/s/ David W. Sculley Director
-------------------------------------------
DAVID W. SCULLEY
Director
-------------------------------------------
DONALD R. KEOUGH
/s/ S. Donald Wiley Director
-------------------------------------------
S. DONALD WILEY
/s/ Lawrence J. McCabe Director
-------------------------------------------
LAWRENCE J. MCCABE
/s/ Luigi Ribolla Director
-------------------------------------------
LUIGI RIBOLLA
Director
-------------------------------------------
NICHOLAS F. BRADY
/s/ William R. Johnson Director
-------------------------------------------
WILLIAM R. JOHNSON
/s/ William C. Springer Director
-------------------------------------------
WILLIAM C. SPRINGER
/s/ Edith E. Holiday Director
-------------------------------------------
EDITH E. HOLIDAY
/s/ Thomas S. Foley Director
-------------------------------------------
THOMAS S. FOLEY
</TABLE>
