<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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)
<TABLE>
<S> <C>
PENNSYLVANIA 25-0542520
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification
organization) No.)
</TABLE>
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices, including zip code)
H. J. HEINZ COMPANY
GLOBAL STOCK PURCHASE PLAN
(Full title of the plan)
LAWRENCE J. MCCABE, SENIOR VICE PRESIDENT AND 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>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
H. J. Heinz Company Common Stock, par
value $.25 per share................ 3,000,000(a) $43.96875(b) $131,906,250(b) $36,669.94
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement registers such indeterminate number of additional shares as may
become issuable under the anti-dilution provisions contained in the Plan.
(b) Pursuant to Rule 457(h) the proposed maximum aggregate offering price is
based upon $43.96875 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 17, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
- H. J. Heinz Company Annual Report on Form 10-K for the fiscal year ended
April 28, 1999.
- H. J. Heinz Company Quarterly Report on Form 10-Q for the three months
ended July 28, 1999.
- 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
Not Applicable.
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 permitted 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 omissions constitute self-dealing, willful misconduct or
recklessness. The Act did 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 provided 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. The
Act has been repealed and provisions comparable to those contained in the Act
are now set forth in Subchapter B of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"). 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
II-1
<PAGE> 3
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 D
of Chapter 17 of the BCL unless such persons have received the benefits of
indemnification under Article VIII of the Company's By-Laws. Subchapter D 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.
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
- ------ -----------
<S> <C> <C>
4 -- H. J. Heinz Company Global Stock Purchase Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 3, 1999
5 -- Opinion of Lawrence J. McCabe, Esq., Senior Vice President
and General Counsel of the Company, as to legality of the
Common Stock to be issued pursuant to the H. J. Heinz
Company Global Stock Purchase Plan
23 -- Consent of PricewaterhouseCoopers LLP
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;
II-2
<PAGE> 4
(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
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.
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-3
<PAGE> 5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, 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, STATE OF PENNSYLVANIA, ON SEPTEMBER 20,
1999.
H. J. HEINZ COMPANY
(REGISTRANT)
BY /s/ PAUL F. RENNE
------------------------------------
Paul F. Renne
Executive Vice President and
Chief Financial Officer
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 SEPTEMBER 20, 1999.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
/s/ WILLIAM R. JOHNSON President and Chief Executive Officer
- -------------------------------------------- (Principal Executive Officer)
William R. Johnson
/s/ PAUL F. RENNE Executive Vice President and
- -------------------------------------------- Chief Financial Officer
Paul F. Renne (Principal Financial Officer)
/s/ EDWARD J. MCMENAMIN Vice President and Corporate Controller
- -------------------------------------------- (Principal Accounting Officer)
Edward J. McMenamin
</TABLE>
<TABLE>
<S> <C> <C>
Anthony J. F. O'Reilly Director
William R. Johnson Director
William P. Snyder III Director
Herman J. Schmidt Director
Eleanor B. Sheldon Director
Samuel C. Johnson Director
Donald R. Keough Director
S. Donald Wiley Director
David R. Williams Director
Nicholas F. Brady Director
Edith E. Holiday Director
Paul F. Renne Director
Candace Kendle Director
Mary C. Choksi Director
James M. Zimmerman Director
Leonard S. Coleman, Jr. Director
A. G. Malcolm Ritchie Director
By: /s/ LAWRENCE J. MCCABE
--------------------------------------------
Lawrence J. McCabe
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 6
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
- ------ -----------
<S> <C> <C>
4 -- H. J. Heinz Company Global Stock Purchase Plan is
incorporated herein by reference to Appendix A to the
Company's Proxy Statement dated August 3, 1999
5 -- Opinion of Lawrence J. McCabe, Esq., Senior Vice President
and General Counsel of the Company, as to legality of the
Common Stock to be issued pursuant to the H. J. Heinz
Company Global Stock Purchase Plan
23 -- Consent of PricewaterhouseCoopers LLP
24 -- Powers of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 5
September 20, 1999
H. J. Heinz Company
600 Grant Street
Pittsburgh, Pennsylvania 15219
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of H. J. Heinz Company, and
have acted in such capacity in connection with the Company's Registration
Statement on Form S-8 to register under the Securities Act of 1933, the offer
and sale of Heinz Common Stock pursuant to the H. J. Heinz Company Global Stock
Purchase Plan. In connection therewith, I (or attorneys under my supervision)
have examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I have deemed necessary for the purpose of
this opinion.
Upon the basis of the foregoing, I am of the opinion that the Common Stock
has been duly authorized and, when and to the extent issued for adequate
consideration therefor in accordance with the Plan, will be legal, valid and
binding obligations of Heinz.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Lawrence J. McCabe
Senior Vice President and
General Counsel
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 14, 1999 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders of
H.J. Heinz Company, which is incorporated by reference in H.J. Heinz Company's
Annual Report on Form 10-K for the year ended April 28, 1999. We also consent to
the incorporation by reference of our report dated June 14, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
September 20, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Johnson, Paul F. Renne and Lawrence J.
McCabe, 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 relating to the H. J. Heinz Company Global
Stock Purchase Plan 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 8th day of September
1999 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ ANTHONY J. F. O'REILLY Chairman of the Board of Directors
- --------------------------------------------
Anthony J. F. O'Reilly
/s/ WILLIAM R. JOHNSON President and Chief Executive Officer and
- -------------------------------------------- Director (Principal Executive Officer)
William R. Johnson
/s/ PAUL F. RENNE Executive Vice President and Chief Financial
- -------------------------------------------- Officer and Director (Principal Financial
Paul F. Renne Officer)
/s/ EDWARD J. MCMENAMIN Vice President and Corporate Controller
- -------------------------------------------- (Principal Accounting Officer)
Edward J. McMenamin
/s/ WILLIAM P. SNYDER III Director
- --------------------------------------------
William P. Snyder III
/s/ HERMAN J. SCHMIDT Director
- --------------------------------------------
Herman J. Schmidt
/s/ ELEANOR B. SHELDON Director
- --------------------------------------------
Eleanor B. Sheldon
/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/ DAVID R. WILLIAMS Director
- --------------------------------------------
David R. Williams
/s/ NICHOLAS F. BRADY Director
- --------------------------------------------
Nicholas F. Brady
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ EDITH E. HOLIDAY Director
- --------------------------------------------
Edith E. Holiday
/s/ CANDACE KENDLE Director
- --------------------------------------------
Candace Kendle
/s/ MARY C. CHOKSI Director
- --------------------------------------------
Mary C. Choksi
/s/ JAMES M. ZIMMERMAN Director
- --------------------------------------------
James M. Zimmerman
/s/ LEONARD S. COLEMAN, JR. Director
- --------------------------------------------
Leonard S. Coleman, Jr.
/s/ A. G. MALCOLM RITCHIE Director
- --------------------------------------------
A. G. Malcolm Ritchie
</TABLE>
