As filed with the Securities and Exchange Commission on December 21, 1998.
Registration No. 333-
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------------
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.)
200 East Lake Street, Wayzata, Minnesota 55391
(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
200 East Lake Street
Wayzata, Minnesota 55391
(Name and address of agent for service)
(612) 594-3300
(Telephone number, including area code, of agent for service)
-----------------------------------
CALCULATION OF REGISTRATION FEE
========================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount
to be to be price offering of registration
registered registered per share price fee
- ---------------------------------------------------------- -------------
Common Stock
(par value 500,000 $21.53125* $10,765,625* $2,992.84
$.10 per share)
========================================================================
*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 December 15, 1998.
========================================================================
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Registration Statement No. 333-34171 relating to the
1997 Stock-Based Incentive Plan of International Multifoods Corporation
(the "Plan") are hereby incorporated by reference into this registration
statement.
Item 8. Exhibits.
23 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
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 Wayzata, State of Minnesota, on
December 21, 1998.
INTERNATIONAL MULTIFOODS CORPORATION
(Registrant)
By *
--------------------------------
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.
<TABLE>
<S> <C> <C>
Signature Title Date
*
- --------------------- Chairman of the Board, President December 21, 1998
Gary E. Costley, Ph.D. and Chief Executive Officer
(Principal Executive Officer)
and Director
/s/ William L. Trubeck
- ----------------------- Senior Vice President - Finance December 21, 1998
William L. Trubeck and Chief Financial Officer
(Principal Financial Officer)
/s/ Dennis R. Johnson
- --------------------- Vice President and December 21, 1998
Dennis R. Johnson Controller
(Principal Accounting Officer)
*
- --------------------- Director December 21, 1998
Claire L. Arnold
*
- --------------------- Director December 21, 1998
Robert M. Price
*
- --------------------- Director December 21, 1998
Nicholas L. Reding
*
- --------------------- Director December 21, 1998
Jack D. Rehm
*
- --------------------- Director December 21, 1998
Lois D. Rice
*
- --------------------- Director December 21, 1998
Richard K. Smucker
*
- --------------------- Director December 21, 1998
Dolph W. von Arx
*By /s/ Frank W. Bonvino
---------------------
Frank W. Bonvino
Attorney-in-Fact
</TABLE>
EXHIBIT INDEX
23 Consent of KPMG Peat Marwick LLP
24 Power of Attorney
EXHIBIT 23
Consent of KPMG Peat Marwick LLP
The Board of Directors
International Multifoods Corporation:
We consent to the use of our reports incorporated by reference herein.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Minneapolis, Minnesota
December 21, 1998
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 500,000 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 March, 1998, by the following persons:
Signature Title
- --------- -----
/s/ Gary E. Costley, Ph.D. Chairman of the Board, President
- ------------------------- and Chief Executive Officer
Gary E. Costley, Ph.D. (Principal Executive Officer)
and Director
/s/ William L. Trubeck Senior Vice President - Finance
- ------------------------- and Chief Financial Officer
William L. Trubeck (Principal Financial Officer)
/s/ Dennis R. Johnson Vice President and Controller
- ------------------------- (Principal Accounting Officer)
Dennis R. Johnson
/s/ Claire L. Arnold Director
- -------------------------
Claire L. Arnold
/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
/s/ Dolph W. von Arx Director
- -------------------------
Dolph W. von Arx
