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)
1997 STOCK-BASED INCENTIVE PLAN OF INTERNATIONAL MULTIFOODS CORPORATION
(Full title of the plan)
--------------------------------
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)
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 750,000 $27.4375* $20,578,125* $6,235.80
$.10 per
share)
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*Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(h)(1) 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.
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") 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.
(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 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 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:
(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 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 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
EXHIBIT INDEX
23 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
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
1997 Stock-Based Incentive Plan of International
Multifoods Corporation 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.
/s/ KPMG Peat Marwick
KPMG Peat Marwick LLP
Minneapolis, Minnesota
August 22, 1997
Exhibit 24
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 750,000 shares of Common Stock of International
Multifoods Corporation pursuant to the 1997 Stock-Based Incentive Plan
of International Multifoods Corporation, 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
