Registration No. 33-15017
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 9
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WSMP, INC.
(exact name of Registrant as specified in its charter)
POST OFFICE BOX 399
CLAREMONT, NORTH CAROLINA 28610
(704) 459-7626
(address and telephone number of
Registrant's principal executive offices)
NORTH CAROLINA 56-0945643
(State of Incorporation) (I.R.S. Employer
Identification No.)
WSMP, INC. 1987 INCENTIVE STOCK OPTION PLAN
(Full Title of Plan)
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BOB G. HOLMAN
WSMP, Inc.
P.O. Box 399
Claremont, North Carolina 28610
(704) 459-7626
(Name, address, and telephone number of agent for service of process.)
Copy to:
J. R. SIMPSON II
Simpson Aycock, P.A.
204 East McDowell Street
Morganton, North Carolina 28655
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I of Form S-8 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed by WSMP, Inc. ("WSMP") with the Securities
and Exchange Commission are incorporated in this Registration Statement by
reference, except to the extent that any statement or information therein is
modified, superseded or replaced by information contained in any other
subsequently filed document incorporated by reference.
1. The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
2. All other reports filed pursuant to Section 13(a) or l5(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports
referred to in (l), above.
3. The description of the common stock of the Registrant (the "Common
Stock") contained in a Registration Statement filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant or the Plan pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisteres all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
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The consolidated financial statements of the Company and its subsidiaries
as of February 23, 1996, and February 24, 1995, and for each of the three years
in the period ended February 23, 1996, and the related supplemental schedules,
incorporated herein by reference, have been audited by Deloitte & Touche,
independent auditors, as stated in their reports which are incorporated herein
by reference, and have been so incorporated in reliance upon such reports given
upon the authority of that firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers nor resolutions adopted by the Registrant, relating to indemnification.
However, in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant has by resolution of its Board of
Directors provided that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall to the fullest
extent allowed by law, indemnify its directors, executive officers and certain
other designated officers against any and all liability and litigation expenses,
including reasonable attorney's fees, arising out of their status or activities
as directors or officers, except for liability or litigation expense incurred on
account of activities that were at the time known or reasonably should have been
known by such director or officer to be clearly in conflict with the best
interests of the Registrant. As authorized by statute, the Registrant also
maintains insurance on behalf of its directors and officers against liability
asserted against such persons in such capacity whether or not such directors or
officers have the right to indemnification pursuant to statute, resolution or
otherwise.
In addition to the above-described provisions, Section 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a present or former director
against liability if (i) he conducted himself in good faith, (ii) he reasonably
believes that his conduct in his official capacity with the corporation was in
its best interests and in all other cases his conduct was at least not opposed
to the corporation's best interest, and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
corporation may not indemnify a current or former director in connection with a
proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in connection with a proceeding charging
improper personal benefit to him. The above standard of conduct is determined
by the Board of Directors, or a committee thereof or special legal counsel or
the shareholders as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify
a director or officer in the defense of any proceeding to which he was a part
because of his capacity as a director or officer against reasonable expenses
when he is wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 allows a
corporation to indemnify and advance expenses to an officer employee or agent
who is not a director to the same extent as a director or as otherwise set forth
in the corporation's articles of incorporation or bylaws or by resolution of the
Board of Directors.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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The exhibits filed herewith are set forth on the Exhibit Index filed as
part of this Registration Statement.
ITEM 9. UNDERTAKINGS.
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(1) The undersigned Registrant hereby undertakes (a) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement 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; (b)
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; and (c) 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.
(2) 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 l934 (and, where applicable, 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 the 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.
(3) 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 foregoing provisions, 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 Act 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified 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 Claremont, State of North Carolina, on this 20th day
of June, 1996.
WSMP, INC.
By: JAMES C. RICHARDSON, JR.*
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President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on June 20, 1996.
SIGNATURE TITLE
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RICHARD F. HOWARD* Director and Chairman of the Board of
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Richard F. Howard Directors
JAMES C. RICHARDSON, JR.* Director and President of the Corporation
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James C. Richardson, Jr. (Principal Executive Officer)
BOBBY G. HOLMAN* Director and Treasurer (Principal Financial
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Bobby H. Holman Officer)
MATTHEW V. HOLLIFIELD Vice President of Accounting
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Matthew V. Hollifield (Principal Accounting Officer)
JAMES M. TEMPLETON* Director
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James M. Templeton
WILLIAM R. MCDONALD III* Director
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William R. McDonald III
LEWIS C. LANIER* Director
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Lewis C. Lanier
MILES M. ALDRIDGE* Director
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Miles M. Aldridge
RICHARD F. HENDRICKSON* Director
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Richard F. Henderickson
E. EDWIN BRADFORD* Director
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E. Edwin Bradford
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Claremont, State of North
Carolina, on the 20th day of June, 1996.
WSMP, INC.
1987 Incentive Stock Option Plan
By: LEWIS C. LANIER*
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Chairman, Executive Compensation
Committee
*By: JAMES R. SIMPSON II
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James R. Simpson II
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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(4) WSMP, Inc. 1987 Incentive Stock Option Plan, which *
is incorporated by reference from the Registrant's
original Registration Statement, Exhibit 4 thereto.
(5) Opinion and Consent of Simpson Aycock, P.A., *
incorporated by reference from the Registrant's
original Registration Statement, Exhibit 5 thereto.
(24) (a) Consent of Deloitte & Touche, incorporated by *
reference from the Registrant's Annual Report on
Form 10-K for the year ended February 23, 1996,
Exhibit 23 thereto.
(b) Consent of Simpson Aycock, P.A., is included *
with their opinion filed as Exhibit (5).
(25) Second Amended Power of Attorney dated June 23, *
1994.
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*Incorporated by reference.
