As filed with the Securities and Exchange Commission on May 15,
1995
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------
DOSKOCIL COMPANIES INCORPORATED
------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2535513
- --------------------------------- --------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2601 Northwest Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
DOSKOCIL COMPANIES INCORPORATED
1992 STOCK INCENTIVE PLAN
-------------------------------
(Full title of the plan)
Darian B. Andersen, Esq.
Foodbrands America, Inc.
2601 Northwest Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
---------------------------------------
(Name and address of agent for service)
(405) 879-5500
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Kevin R. Sweeney, Esq.
Shook, Hardy & Bacon P.C.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2118
-------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered<F1> unit<F2> price<F2> fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share.. 300,000 $10.25 $3,075,000 $1,061
=================================================================================
<FN>
<F1>This Registration Statement relates to an additional 300,000 shares of
Common Stock to be covered by the Doskocil Companies Incorporated 1992
Stock Incentive Plan (the "Plan"). In addition, pursuant to Rule 416
under the Securities Act of 1933, this Registration Statement also covers
an indeterminate number of shares which by reason of certain events
specified in the Plan may become subject to the Plan.
<F2>Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely for
the purpose of calculating the registration fee and based upon the average
of the high and low prices of the Common Stock as reported by the Nasdaq
Stock Market on May 5, 1995.
</FN>
</TABLE> EXPLANATORY NOTE
This Registration Statement relates to an amendment to
the Plan approved by the stockholders of Doskocil Companies
Incorporated (the "Company") at the Company's 1993 Annual Meeting
of Shareholders according to which the number of shares of Common
Stock authorized to be issued under the Plan was increased from
510,000 to 810,000. The contents of the Registration Statement
on Form S-8 (Registration No. 33-45974) filed with the Securities
and Exchange Commission (the "Commission") on March 4, 1992,
including Post-Effective Amendment No. 1 thereto filed May 19,
1993 (collectively, the "Prior Registration Statement"), are
hereby incorporated by reference. The Items below contain
information required in this Registration Statement that was not
included in the Prior Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the
Commission are incorporated in and made a part of this
Registration Statement by reference, except to the extent that
any statement or information therein is modified, superseded or
replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
2. The Company's Current Reports on Form 8-K dated
March 3, 1995 and April 29, 1995.
2. The description of the Common Stock set forth in
the Company's previously filed Registration Statement on Form 10.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
subsequent to the filing of this Registration Statement and prior
to the filing of a post-effective amendment indicating that all
of the securities offered hereby have been sold, or
deregistering all such 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 the filing of
such documents.
Item 6. Indemnification of Directors and Officers.
The disclosure set forth under Item 6 of the Prior
Registration Statement is supplemented by the following: (i)
Article Eleventh of the Company's Restated Certificate of
Incorporation provides that, to the fullest extent permitted by
the General Corporation Law of the State of Delaware, a director
of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as
a director; and (ii) the Company has entered into Transition
Employment Agreements with certain of its employee-directors and
officers and into Indemnification Agreements with certain of its
nonemployee-directors contractually obligating the Company to
provide indemnification rights substantially similar to
those described under Item 6 of the Prior Registration Statement.
<PAGE>
Item 8. Exhibits.
Number
- ------
4.1 Doskocil Companies Incorporated 1992 Stock Incentive
Plan, as amended incorporated by reference to Exhibit 4.9 to the
Company's Form 10-K/A (Amendment No. 2) for the fiscal year ended
January 1, 1994).
5.1 Opinion of Shook, Hardy & Bacon P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Shook, Hardy & Bacon P.C. (contained in
Exhibit 5.1).
24.1 Power of Attorney (contained on signature pages hereto).
Item 9. Undertakings.
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 of 1933;
(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 information set forth in the Registration Statement;
(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 (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 with or furnished to the Commission by the
Registrant pursuant to Sections 13 or 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.
<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 Oklahoma
City, State of Oklahoma on the 15th day of May, 1995.
DOSKOCIL COMPANIES INCORPORATED
By:/s/ R. Randolph Devening
------------------------
R. Randolph Devening,
Chairman of the Board,
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William L. Brady
and Bryant P. Bynum and each of them, his true and lawful
attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
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 he 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.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/R. Randolph Devening
- ----------------------- Chairman of the Board, May 15, 1995
R. Randolph Devening President, Chief Executive
Officer and Director (Principal
Executive Officer)
/s/ Horst O. Sieben
- ----------------------- Senior Vice President and May 15, 1995
Horst O. Sieben Chief Financial Officer
Principal Financial Officer)
/s/ William L. Brady
- ----------------------- Vice President and May 15, 1995
William L. Brady Controller
<PAGE>
- ------------------------ Director
Theodore Ammon
/s/ Richard T. Berg
- ------------------------ Director May 15, 1995
Richard T. Berg
/s/ Dort A. Cameron
- ------------------------ Director May 15, 1995
Dort A. Cameron III
/s/ Yvonne V. Cliff
- ------------------------ Director May 15, 1995
Yvonne V. Cliff
/s/ Terry M. Grimm
- ------------------------ Director May 15, 1995
Terry M. Grimm
/s/ Paul S. Levy
- ------------------------ Director May 15, 1995
Paul S. Levy
/s/ Angus C. Littlejohn
- ------------------------ Director May 15, 1995
Angus C. Littlejohn, Jr.
/s/ Paul W. Marshall
- ------------------------ Director May 15, 1995
Paul W. Marshall
<PAGE>
EXHIBIT INDEX
Number
------
4.1 Doskocil Companies Incorporated 1992 Stock Incentive
Plan, as amended (incorporated by reference to Exhibit 4.8 to the
Company's Form 10-K/A (Amendment No. 2) for the fiscal year ended
January 1, 1994).
5.1 Opinion of Shook, Hardy & Bacon P.C.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Shook, Hardy & Bacon P.C. (contained in
Exhibit 5.1).
24.1 Power of Attorney (contained on signature pages hereto).
Shook, Hardy & Bacon P.C.
May 12, 1995
Doskocil Companies Incorporated
2601 Northwest Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
Re: Common Stock, $.01 Par Value
Gentlemen:
As counsel for Doskocil Companies Incorporated, a
Delaware Corporation (the "Company"), we have participated in the
preparation and filing of a Registration Statement on Form S-8
(the "Registration Statement") for the registration of 300,000
additional shares of common stock, par value $.01 per share, of
the Company (the "Common Stock") pursuant to the Company's 1992
Stock Incentive Plan, as amended (the "Plan").
In connection therewith, we have examined: (i) the
Amended and Restated Certificate of Incorporation of the Company;
(ii) the Amended and Restated Bylaws of the Company; (iii) the
Registration Statement; (iv) the Plan; and (v) the minutes of the
1993 Annual Meeting of Stockholders of the Company at which the
stockholders approved the proposal to increase the number of
shares reserved for issuance under the Plan from 510,000 to
810,000.
In addition to the examinations outlined above, we have
conferred with various officers of the Company and have examined
such other documents and records of the Company as we deemed
necessary as a basis for the opinions hereafter expressed. In
such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of documents
submitted to us as certified copies or photocopies.
Based on the foregoing and assuming awards granted under
the Plan are duly authorized in accordance with the terms of the
Plan, we are of the opinion that the Common Stock, when issued in
accordance with and pursuant to the terms set forth in the Plan,
will be legally issued, fully paid and nonassessable.
We express no opinion as to the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware.
The opinion set forth in this letter is effective as of the date
hereof. No expansion of our opinion may be made by implication
or otherwise. We express no opinion other than as herein
expressly set forth. We do not undertake to advise you with any
respect to any matter within the scope of this letter which comes
to our attention after the date of this letter and disclaim any
responsibility to advise you of future changes of law or fact
which may affect the above opinion. Other than the addressee
hereof, no one is entitled to rely on this opinion; provided,
however, that we hereby consent to all references to the
undersigned in the Registration Statement, and in all amendments
thereto, and to the filing of this opinion by the Company as an
exhibit to said Registration Statement.
Very truly yours,
/s/ Shook, Hardy & Bacon
SHOOK, HARDY & BACON P.C.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Doskocil Companies Incorporated on Form S-8 (file
No. 33-_______) of our report dated March 3, 1995, on our audits
of the consolidated financial statements of Doskocil Companies
Incorporated as of December 31, 1994, and January 1, 1994, and
for each of the three years in the period ended December 31,
1994, which report is included in the Company's Annual Report on
Form 10-K.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
May 11, 1995
