<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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 1996 STOCK OPTION PLAN
(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
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- --------------------------------------------------------------------------------
<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
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
H. J. Heinz Company Common
Stock, par value $.25 per share. 15,000,000(a) $33.6255(b) $504,375,000(b) $152,840.91
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(a) Plus such indeterminate number of additional shares as may become issuable
pursuant to the anti-dilution provisions contained in the Company's 1996
Stock Option Plan.
(b) Pursuant to rule 457(h) the proposed maximum aggregate offering price is
based upon $33.625 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 October 9, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE PROSPECTUS
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 1, 1996 .
(b) H.J. Heinz Company Quarterly Report on Form 10-Q for the quarterly
period endedJuly 31, 1996.
(c) H.J. Heinz Company Current Report on Form 8-K dated September 3, 1996.
(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 1996 Stock Option Plan (the
"Plan") have been passed upon by Lawrence J. McCabe, Senior Vice President--
General Counsel of the Company. Mr. McCabe is 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 bylaws, 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 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.
II-1
<PAGE>
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
<PAGE>
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.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
4 H. J. Heinz Company 1996 Stock Option Plan is incorporated herein by
reference to Appendix A to H.J. Heinz Company definitive proxy
statement dated August 2, 1996.
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 1996 Stock Option Plan.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ivins, Phillips & Barker, Chartered.
23.3 Consent of Lawrence J. McCabe is set forth in Exhibit 5.
24 Powers 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.
(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.
II-3
<PAGE>
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.
II-4
<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
October 10, 1996.
H. J. HEINZ COMPANY
/s/ Lawrence J. McCabe
By...................................
LAWRENCE J. MCCABE SENIOR VICE
PRESIDENT--GENERAL COUNSEL
------------
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 and
Chief Executive Officer
and Director (Principal
Executive Officer)
Paul F. Renne Senior Vice President--
Finance and Chief Financial
Officer and Treasurer
(Principal Financial
Officer) /s/ Lawrence J. McCabe
By..........................
Edward J. McMenamin Corporate Controller LAWRENCE J. MCCABE
(Principal Accounting DIRECTOR AND
Officer) ATTORNEY-IN-FACT
OCTOBER 10, 1996
Joseph J. Bogdanovich Director
Nicholas F. Brady Director
Richard M. Cyert Director
Thomas S. Foley Director
Edith E. Holiday Director
Samuel C. Johnson Director
William R. Johnson Director
Donald R. Keough Director
Albert Lippert Director
Lawrence J. McCabe Director
Luigi Ribolla Director
Herman J. Schmidt Director
Eleanor B. Sheldon Director
William P. Snyder III Director
William C. Springer Director
S. Donald Wiley Director
David R. Williams Director
</TABLE>
II-5
<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.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
4 H. J. Heinz Company 1996 Stock Option Plan is incorporated herein by
reference to Appendix A to the H.J. Heinz Company definitive proxy
statement dated August 2, 1996.
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 1996 Stock Option Plan.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Ivins, Phillips & Barker, Chartered.
23.3 Consent of Lawrence J. McCabe is set forth in Exhibit 5.
24 Powers of Attorney.
</TABLE>
<PAGE>
[LOGO OF H. J. HEINZ CO.]
EXHIBIT 5
October 10, 1996
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 1996 Stock
-----------------------------------------------------
Option Plan
-----------
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 15,000,000 shares of the Company's Common Stock, $.25 par value per share
(the "Shares"), reserved for the purposes of the Company's 1996 Stock Option
Plan (the "1996 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 1996 Plan have been duly authorized and the Shares that
may be outstanding as a result of the exercise of stock options under the 1996
Plan will, when issued or sold in accordance with the 1996 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 of our report dated June 18, 1996, on our
audits, of the consolidated financial statements and financial statement
schedule of H. J. Heinz Company and subsidiaries as of May 1, 1996 and May 3,
1995, and for each of the three years in the period ended May 1, 1996, which
reports are included or incorporated by reference in the H. J. Heinz Company
Annual Report on Form 10-K for the year ended May 1, 1996. We also consent to
the reference to our firm under the caption "Experts" in the Prospectus.
Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
October 10, 1996
<PAGE>
EXHIBIT 23.2
[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," "Applicability of ERISA" and "Legal
Opinions."
IVINS, PHILLIPS & BARKER, CHARTERED
Washington, D.C.
October 10, 1996
<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 amendment 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 10th day of July,
1996 by the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Anthony J. F. O'Reilly Chairman of the Board and Chief
- -------------------------- Executive Officer and Director
Anthony J. F. O'Reilly (Principal Executive Officer)
/s/ David R. Williams Executive Vice President - Finance and
- -------------------------- Chief Financial Officer and
David R. Williams Director (Principal Financial
Officer)
<PAGE>
/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
/s/ Samuel C. Johnson Director
- --------------------------
Samuel C. Johnson
/s/ Donald R. Keough Director
- --------------------------
Donald R. Keough
/s/ S. Donald Wiley Director
- --------------------------
S. Donald Wiley
/s/ Lawrence J. McCabe Director
- --------------------------
Lawrence J. McCabe
<PAGE>
/s/ Luigi Ribolla Director
- --------------------------
Luigi Ribolla
/s/ Nicholas F. Brady 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
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lawrence J. McCabe such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his 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
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, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, 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 9th day of October,
1996 by the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ Paul F. Renne Senior Vice President - Finance and
- ----------------------------------- Chief Financial Officer and Treasurer
Paul F. Renne (Principal Financial Officer)
/s/ Edward J. McMenamin Corporate Controller
- ----------------------------------- (Principal Accounting Officer)
Edward J. McMenamin
