As filed with the Securities and Exchange Commission on September 23,
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)
CONSULTING AGREEMENT BY AND BETWEEN INTERNATIONAL
MULTIFOODS CORPORATION AND DARYL SCHALLER
(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
registered registered per share price registration
fee
- ----------------------------------------------------------------------
Common Stock
(par value 5,302 $27.75 $147,130.50 $43.40
$.10 per
share)
======================================================================
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, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended May 31, 1998.
(c) 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 42(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 Wayzata, State of
Minnesota, on September 23, 1998.
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, September 23, 1998
Gary E. Costley, Ph.D. President and Chief
Executive Officer
(Principal Executive
Officer) and Director
/s/ William L. Trubeck Senior Vice President - September 23, 1998
William L. Trubeck Finance and Chief
Financial Officer
(Principal Financial
Officer)
/s/ Dennis R. Johnson Vice President and September 23, 1998
Dennis R. Johnson Controller (Principal
Accounting Officer)
* Director September 23, 1998
Claire L. Arnold
* Director September 23, 1998
James G. Fifield
* Director September 23, 1998
Robert M. Price
* Director September 23, 1998
Nicholas L. Reding
* Director September 23, 1998
Jack D. Rehm
* Director September 23, 1998
Lois D. Rice
* Director September 23, 1998
Richard K. Smucker
* Director September 23, 1998
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
Consent of KPMG Peat Marwick LLP
The Board of Directors
International Multifoods Corporation:
We Consent to the use of our reports dated March 30, 1998, relating to
the consolidated balance sheets of International Multifoods Corporation
and subsidiaries as of February 28, 1998 and 1997 and the related
consolidated statements of earnings and cash flows for each of the
years in the three-year period ended February 28, 1998, and the related
financial statement schedule, incorporated by reference in this
registration statement on Form S-8 of International Multifoods
Corporation with respect to the Consulting Agreement by and between
International Multifoods Corporation and Daryl Schaller which reports
appear in and are incorporated by reference in the Annual Report on
Form 10-K of International Multifoods Corporation for the year ended
February 28, 1998.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Minneapolis, Minnesota
September 22, 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 shares of Common Stock of International Multifoods Corporation
pursuant to the Consulting Agreement dated April 27, 1998 by and between
International Multifoods Corporation and Daryl Schaller, 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
19th day of June, 1998, 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/ 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
