As filed with the Securities and Exchange Commission on August 22, 1997.
Registration No. 333-
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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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INTERNATIONAL MULTIFOODS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0871880
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
33 South 6th Street, Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
STOCK PURCHASE PLAN OF ROBIN HOOD MULTIFOODS INC.
(Full title of the plan)
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Frank W. Bonvino, Esq.
Vice President, General Counsel and Secretary
International Multifoods Corporation
33 South 6th Street
Minneapolis, Minnesota 55402
(Name and address of agent for service)
(612) 340-3300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share price fee
- ---------- -------------- ---------- ----------- ------------
Common Stock
(par value 250,000 $27.4375(2) $6,859,375(2) $2,078.60
$.10 per
share)
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(1) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the Stock Purchase Plan of Robin Hood Multifoods Inc.
(2) Estimated solely for the purpose of computing the amount of
the registration fee in accordance with Rule 457(h)(1) and (c)
under the Securities Act of 1933, based upon the average of the
high and low prices on the New York Stock Exchange as reported in
the consolidated transaction reporting system on August 19, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the
Securities and Exchange Commission by International Multifoods
Corporation (the "Company") or by the Stock Purchase Plan of Robin Hood
Multifoods Inc. (the "Plan") are incorporated by reference into this
registration statement, as of their respective dates:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1997 and the Plan's Annual
Report on Form 11-K for the Plan's fiscal year ended
February 28, 1997.
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended May 31, 1997.
(c) The Company's Current Report on Form 8-K dated June 5, 1997.
(d) The description of the Company's Common Stock, par
value $.10 per share ("Common Stock"), which is contained in
a registration statement filed under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Company and the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, subsequent to the date hereof and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
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 respective dates
of filing such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law,
the directors and officers of the Company are entitled, under certain
circumstances, to be indemnified by it against all expenses and
liabilities incurred by or imposed upon them as a result of suits
brought against them as such directors and officers, if they act in good
faith and in a manner they reasonably believe to be in or not opposed to
the best interests of the Company, and, with respect to any criminal
action or proceeding, have no reasonable cause to believe their conduct
was unlawful, except that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to which they shall
have been adjudged to be liable to the Company, unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper. Any such indemnification may be made by the Company
only as authorized in each specific case upon a determination by the
stockholders, independent legal counsel or the disinterested directors
that indemnification is proper in the circumstances because the
indemnitee has met the applicable statutory standard of conduct.
The Restated Certificate of Incorporation, as amended, and the
Bylaws of the Company provide that the officers and directors of the
Company and certain others shall be indemnified to the fullest extent
permitted or authorized by the Delaware General Corporation Law. The
Restated Certificate of Incorporation, as amended, and the Bylaws of the
Company also provide 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 (1) for any breach of
the director's duty of loyalty to the Company or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) under the Delaware
statutory provision making directors personally liable for unlawful
dividends or unlawful stock repurchases or redemptions, or (4) for any
transaction from which the director derived any improper personal
benefit.
The Company has entered into agreements with its directors and
executive officers which provide that the Company shall indemnify such
persons to the fullest extent authorized by the Delaware General
Corporation Law. Such agreements also set forth certain procedures with
regard to advances, settlement, maintenance of insurance, notification
of claims and defense of claims.
The Company maintains a standard policy of directors' and
officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
23 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (Registrant)
24.2 Power of Attorney (Plan)
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. 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
(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 this registration
statement;
provided, however, that paragraphs A(1)(a) and A(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 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 this 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 the 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 offerings.
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 each filing of the Plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) 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.
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
provisions described in Item 6 hereof, 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 Securities Act of 1933 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 Securities Act of 1933 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 Minneapolis,
State of Minnesota, on August 22, 1997.
INTERNATIONAL MULTIFOODS CORPORATION
(Registrant)
By /s/ Gary E. Costley
Gary E. Costley, Ph.D.
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 below by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Gary E. Costley Chairman of the Board, President August 22, 1997
Gary E. Costley, Ph.D. and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ William L. Trubeck Senior Vice President - Finance August 22, 1997
William L. Trubeck and Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and August 22, 1997
Dennis R. Johnson Controller
(Principal Accounting Officer)
* Director August 22, 1997
James G. Fifield
* Director August 22, 1997
Robert M. Price
* Director August 22, 1997
Nicholas L. Reding
* Director August 22, 1997
Jack D. Rehm
* Director August 22, 1997
Lois D. Rice
* Director August 22, 1997
Richard K. Smucker
Director
Dolph W. von Arx
*By /s/ Frank W. Bonvino
Frank W. Bonvino
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
all of the members of the Savings Committee have duly caused this
registration statement to be signed on behalf of the Stock Purchase Plan
of Robin Hood Multifoods Inc. by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on August
22, 1997.
STOCK PURCHASE PLAN OF ROBIN HOOD MULTIFOODS INC.
By Savings Committee
Signature Title Date
* Member August 22, 1997
Robert Morgan
* Member August 22, 1997
Donald H. Twiner
* Member August 22, 1997
Allan Turner
* Member August 22, 1997
Douglas Wolfe
*By /s/ Frank W. Bonvino
Frank W. Bonvino
Attorney-in-Fact
EXHIBIT INDEX
23 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (Registrant)
24.2 Power of Attorney (Plan)
Exhibit 23
Independent Auditors' Consent
The Board of Directors
International Multifoods Corporation
We consent to incorporation by reference in this Registration Statement on
Form S-8 with respect to the Stock Purchase Plan of Robin Hood Multifoods
Inc. of our reports dated April 8, 1997, relating to the consolidated
balance sheets of International Multifoods Corporation and subsidiaries as
of February 28, 1997 and February 29, 1996, and the related consolidated
statements of earnings and cash flows and the related financial statement
schedule for each of the years in the three-year period ended February 28,
1997, which reports appear in and are incorporated by reference in the
Annual Report on Form 10-K for the year ended February 28, 1997, of
International Multifoods Corporation, and our report dated May 8, 1997,
relating to the statements of financial condition of the Stock Purchase
Plan of Robin Hood Multifoods Inc. as of February 28, 1997 and February 29,
1996, and the related statements of income and changes in plan equity for
each of the years in the three-year period ended February 28, 1997, which
report appears in and is incorporated by reference in the Annual Report on
Form 11-K for the year ended February 28, 1997, of International Multifoods
Corporation.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
August 22, 1997
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary E. Costley, William L.
Trubeck and Frank W. Bonvino, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8, and any and all amendments (including post-effective amendments) thereto,
relating to the issuance of 250,000 shares of Common Stock of International
Multifoods Corporation pursuant to the Stock Purchase Plan of Robin Hood
Multifoods Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or 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 such attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 20th
day of June, 1997, by the following persons:
Signature Title
/s/ Gary E. Costley Chairman of the Board, President
Gary E. Costley, Ph.D. and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ William L. Trubeck Senior Vice President - Finance
William L. Trubeck and Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and
Dennis R. Johnson Controller
(Principal Accounting Officer)
/s/ James G. Fifield Director
James G. Fifield
/s/ Robert M. Price Director
Robert M. Price
/s/ Nicholas L. Reding Director
Nicholas L. Reding
/s/ Jack D. Rehm Director
Jack D. Rehm
/s/ Lois D. Rice Director
Lois D. Rice
/s/ Richard K. Smucker Director
Richard K. Smucker
Director
Dolph W. von Arx
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Gary E. Costley,
William L. Trubeck and Frank W. Bonvino, and each of them, his or her
true and lawful attorneys-in-fact and agents, each acting alone, with
full powers of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8, and any and all amendments
(including post-effective amendments) thereto, relating to the issuance
of 250,000 shares of Common Stock of International Multifoods
Corporation pursuant to the Stock Purchase Plan of Robin Hood Multifoods
Inc., and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto such attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite or 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 such attorneys-in-fact
and agents, each acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the
18th day of August, 1997, by the following persons:
Signature Title
/s/ Robert Morgan Member of the Savings Committee
Robert Morgan of the Stock Purchase Plan of
Robin Hood Multifoods Inc.
/s/ Allan Turner Member of the Savings Committee
Allan Turner of the Stock Purchase Plan of
Robin Hood Multifoods Inc.
/s/ Donald H. Twiner Member of the Savings Committee
Donald H. Twiner of the Stock Purchase Plan of
Robin Hood Multifoods Inc.
/s/ Douglas Wolfe Member of the Savings Committee
Douglas Wolfe of the Stock Purchase Plan of
Robin Hood Multifoods Inc.
