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Registration No. 33-
As filed with the Securities and Exchange Commission on April 25, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HERSHEY FOODS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 23-0691590
(State of Incorporation) (I.R.S. Employer ID Number)
100 Crystal A Drive
Hershey, Pennsylvania 17033
(Address of Principal Executive Offices) (Zip Code)
HERSHEY FOODS CORPORATION
DIRECTORS' COMPENSATION PLAN
(Full Title of the Plan)
Robert M. Reese
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HERSHEY FOODS CORPORATION
100 Crystal A Drive
Hershey, Pennsylvania 17033
(717) 534-4001
(Name, Address and Telephone Number of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Proposed Maxi- Amount of
Securities to to be Maximum Offering mum Aggregate Registration
be Registered Registered Price Per Share(l) Offering Price(l) Fee(l)
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Common Stock 50,000 $52.9375 $2,646,875 $802.10
par value $1.00 shares(2)
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(1) Estimated solely for calculation of the registration fee pursuant to Rule
457 under the Securities Act of 1933. Based upon the average of the high and low
sale prices of the Common Stock as reported on the New York Stock Exchange
Composite Tape on April 21, 1997.
(2) Subject to anti-dilution increases permitted by Rule 416.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I have been
or will be sent or given to employees as specified by Rule 428(b)(l). Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as a prospectus
or a prospectus supplement pursuant to Rule 424. These documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Hershey Foods
Corporation (the "Corporation") are incorporated herein by reference:
(1) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Annual Report on Form 10-K referred to in
(1) above; and
(3) The description of the Corporation's Common Stock, par value
$1.00 per share, contained on pages B-4 and B-23 to B-24 of Exhibit 13 of the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1996.
All documents filed hereafter by the Corporation pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES
The description of the Corporation's Common Stock is incorporated by
reference into this Registration Statement pursuant to Item 3 above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
BY-LAWS; DELAWARE LAW. Section 145 of the Delaware General
Corporation Law (the "DGCL") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
an officer or a director of another corporation or enterprise. The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such officer or director acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, for criminal proceedings, had no reasonable
cause to believe his conduct was illegal. A Delaware corporation may indemnify
officers and directors against expenses (including attorneys' fees) in
connection with the defense or settlement of an action by or in the right of the
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses (including attorneys' fees)
which such officer or director actually and reasonably incurred in connection
therewith.
Section 102(b) (7) of the DGCL provides that a Delaware corporation may
eliminate or limit the personal liability of a director to a Delaware
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
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faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL relating to the unlawful payment of a
dividend or an unlawful stock purchase or redemption or (iv) for any transaction
from which the director derived an improper personal benefit.
Article VI of the By-laws of the Corporation provides that the
Corporation shall indemnify, in the manner and to the fullest extent permitted
by the DGCL, any person who is, was or is threatened to be made a defending
party to any proceeding (including any pending or threatened civil or criminal
action, suit, arbitration, alternate dispute resolution mechanism, investigation
or administrative hearing) by reason of the fact that such person is or was a
director or officer of the Corporation or is or was serving, at the request of
the Corporation, in such capacity for another enterprise. The Corporation will
pay in advance of final disposition all expenses incurred by a director in
defending a proceeding which is subject to indemnification. The Corporation has
the burden of proving that a director was not entitled to indemnification.
INSURANCE. The Corporation's directors and officers are insured
against losses arising from any claim against them as such for wrongful acts or
omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
23 - Consent of Independent Public Accountants (filed
herewith).
24 - Powers of Attorney of directors and certain
officers of the Corporation (included on
signature page of this Registration Statement).
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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this
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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 end 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 set 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 by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
(h) Insofar as indemnification for liabilities arising under the Securities
Act 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
Commission such indemnification is against public
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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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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 Hershey, state of Pennsylvania, on this 25th day of
April, 1997.
HERSHEY FOODS CORPORATION
By_________________________________
/s/ W. F. Christ
Senior Vice President and
Chief Financial Officer
Exhibit 24
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints K. L. Wolfe, J. P. Viviano, W. F.
Christ and R. M. Reese, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments (including any
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the 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 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 substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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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 dates indicated.
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Signature Title Date
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_________________________ Chairman of the Board and April 25, 1997
/s/ (K. L. Wolfe) Chief Executive Officer
and Director
_________________________ President and Chief April 25, 1997
/s/ (J. P. Viviano) Operating Officer and
Director
_________________________ Senior Vice President April 25, 1997
/s/ (W. F. Christ) and Chief Financial
Officer
_________________________ Controller April 25, 1997
/s/ (D. W. Tacka) and Chief Accounting
Officer
_________________________ Director April 25, 1997
/s/ (W. H. Alexander)
_________________________ Director April 25, 1997
/s/ (R. H. Campbell)
_________________________ Director April 25, 1997
/s/ (C. M. Evarts)
_________________________ Director April 25, 1997
/s/ (B. Guiton Hill)
_________________________ Director April 25, 1997
/s/ (J. C. Jamison)
_________________________ Director April 25, 1997
/s/ (M. J. McDonald)
_________________________ Director April 25, 1997
/s/ (J.M. Pietruski)
_________________________ Director April 25, 1997
/s/ (V. A. Sarni)
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INDEX TO EXHIBITS
Exhibit Description
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23 - Consent of Independent Public Accountants (filed
herewith).
24 - Power of Attorney ( included on signature page).
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated January 27, 1997, appearing on page B-29 of Exhibit 13 of the
Hershey Foods Corporation Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the incorporation by reference of our report, dated
January 27, 1997, on the Financial Statement Schedule B, which appears on page
13 of the Annual Report on Form 10-K and to all references to our Firm included
in this Registration Statement.
New York, NY
April 25, 1997
