<PAGE>
As filed with the Securities and Exchange Commission on August 21, 2000
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------------------------
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------------------
HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 41-0319970
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 HORMEL PLACE
AUSTIN, MINNESOTA 55912
(Address of principal executive offices)
-----------------------------------
HORMEL FOODS CORPORATION 2000 STOCK INCENTIVE PLAN
HORMEL FOODS CORPORATION 2000 NONEMPLOYEE DIRECTOR
STOCK OPTION AND AWARD PLAN
HORMEL FOODS CORPORATION NONEMPLOYEE DIRECTOR
DEFERRED STOCK PLAN
(Full title of the plan)
-----------------------------------
THOMAS J. LEAKE, ESQ.
SECRETARY
1 HORMEL PLACE
AUSTIN, MINNESOTA 55912
(Name and address of agent for service)
(507) 437-5209
(Telephone number, including area code, of agent for service)
-----------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
---------------------------------------------------------------------------------------------------------------------
Title of securities Amount Proposed Proposed Amount of
to be registered to be maximum maximum registration fee
registered (1) offering price aggregate
per share (2) offering price
(2)
---------------------------------------------- --------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
2000 STOCK INCENTIVE PLAN
Common Stock, par value $.0586 9,000,000 $ 16.47 $ 148,230,000 $ 39,132.72
shares
---------------------------------------------- --------------- -------------- -------------- ----------------
2000 NONEMPLOYEE DIRECTOR STOCK
OPTION AND AWARD PLAN
Common Stock, par value $.0586 900,000 $ 16.47 $ 14,823,000 $ 3,913.27
shares
---------------------------------------------- --------------- -------------- -------------- ----------------
NONEMPLOYEE DIRECTOR DEFERRED
STOCK PLAN
Common Stock, par value $.0586 100,000 $ 16.47 $ 1,647,000 $ 434.81
shares
======================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
common stock which become issuable under the 2000 Stock Incentive Plan,
the 2000 Nonemployee Director Stock Option and Award Plan and the
Nonemployee Director Deferred Stock Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of Hormel's common
stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), based upon the average high and low prices
of Hormel's common stock, as reported on the NYSE on August 15, 2000.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Hormel Foods
Corporation with the Securities and Exchange Commission, are incorporated by
reference in this Registration Statement:
(a) Hormel's Annual Report on Form 10-K for the fiscal year ended
October 30, 1999.
(b) Hormel's Quarterly Reports on Form 10-Q for the quarters ended
January 29, 2000, as amended, and April 29, 2000; and Hormel's Current Reports
on Form 8-K filed with the Commission on April 12, 2000 and December 9, 1999.
(c) the description of Hormel's common stock contained in its
Registration Statement on Form 8-A as filed with the Commission on December 26,
1989.
All documents filed by Hormel pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part hereof from the respective dates 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.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Eleventh of Hormel's certificate of incorporation provides that
a director shall not be personally liable to the company or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty
II-1
<PAGE>
to the company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under the Delaware statutory provision making directors personally liable for
unlawful dividends or unlawful stock repurchases or redemptions and (iv) for any
transaction from which the director derived an improper personal benefit.
Hormel's bylaws provide for indemnification of directors, officers,
employees and agents to the fullest extent permitted by Delaware law. Hormel
also maintains liability insurance coverage for its directors and officers and
has entered into indemnification agreements with its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the
Registrant.
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3B-1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 25, 1997).
5.1 Opinion and consent of counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel is contained in Exhibit 5.1.
24.1 Power of Attorney.
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 the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the
II-2
<PAGE>
information set forth in the 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% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) 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 (i) and (ii) above will 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 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
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 policy as expressed in the Securities 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 other 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
II-3
<PAGE>
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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 Austin, State of Minnesota, on August 21, 2000.
HORMEL FOODS CORPORATION
By /s/ Joel W. Johnson
------------------------------------
Joel W. Johnson
Chairman of the Board, President and
Chief Executive 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 August 21, 2000.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ Joel W. Johnson Chairman of the Board, President and Chief
----------------------------------------------- Executive Officer and Director (principal
Joel W. Johnson executive officer)
*
----------------------------------------------- Executive Vice President and Director
Gary J. Ray
*
----------------------------------------------- Group Vice President and Director
Eric A. Brown
II-4
<PAGE>
Signature Title
*
----------------------------------------------- Group Vice President and Director
David N. Dickson
/s/ Michael J. McCoy Senior Vice President, Chief Financial Officer
----------------------------------------------- and Director (principal financial and accounting
Michael J. McCoy officer)
*
----------------------------------------------- Director
John W. Allen
*
----------------------------------------------- Director
John R. Block
*
----------------------------------------------- Director
William S. Davila
*
----------------------------------------------- Director
E. Peter Gillette Jr.
*
----------------------------------------------- Director
Luella G. Goldberg
*
----------------------------------------------- Director
Geraldine M. Joseph
II-5
<PAGE>
Signature Title
*
----------------------------------------------- Director
Joseph T. Mallof
*
----------------------------------------------- Director
John G. Turner
*
----------------------------------------------- Director
Dr. Robert R. Waller
By /s/ Joel W. Johnson
--------------------------------------------
Joel W. Johnson
Attorney-in-Fact
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of the
Registrant.
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3B-1 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended October 25, 1997).
5.1 Opinion and consent of counsel.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of counsel is contained in Exhibit 5.1.
24.1 Power of Attorney.
II-7
