Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
CUISINE SOLUTIONS, INC.
(Exact name of issuer as specified in its charter)
Delaware 52-0948383
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 South Bragg Street, Suite 600
Alexandria, Virginia 22312
(703) 750-9600
(Address of Principal Executive Offices)
--------------------------------------
1999 Stock Option Plan
(Full Title of the Plan)
--------------------------------------
Robert Murphy
Chief Financial Officer
Cuisine Solutions, Inc.
85 South Bragg Street, Suite 600
Alexandria, Virginia 22312
(703) 750-9600
(Name, address and telephone number of agent for service)
--------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount to be Registered Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Price Aggregate Offering Registration Fee (1)
Per Share Price
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 2,600,000 $1.640625 $4,265,625 $1,126.13
</TABLE>
Computed pursuant to Rule 457 (c) and (h)(1) based on the average of the bid and
ask prices on December 2, 1999, as reported by the National Association of
Securities Dealers, Inc.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Plan pursuant to Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of Cuisine Solutions, Inc. (the "Corporation" or
"Registrant") filed with the Securities and Exchange Commission are incorporated
herein by reference:
(1) The Corporation's Form 10-K for the fiscal year ended June 26, 1999.
(2) All other reports filed by the Corporation pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), since the end
of the fiscal year ended June 26, 1999.
(3) The description of the Corporation's common stock contained in the
Corporation's Registration Statement on Form 8-A filed on August 29, 1984, as
amended from time to time, pursuant to Section 12(g) of the Exchange Act.
All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be part
hereof from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a Delaware
corporation, including Registrant, to indemnify its directors, officers,
employees and agents under certain circumstances. Registrant's Certificate of
Incorporation and Bylaws provide that Registrant shall indemnify such persons to
the full extent authorized or permitted by law. The Certificate and Bylaws
further provide that Registrant may maintain liability insurance on behalf of
directors, officers, employees or agents of Registrant, whether or not
Registrant would have the power to indemnify them against such liability under
the provisions of law. Moreover, the Certificate provides that no director of
Registrant shall be personally liable to Registrant or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except (i) for
any breach of the duty of loyalty to registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for
<PAGE>
liability under Section 174 of the Delaware General Corporation Law (involving
certain unlawful dividends or stock repurchases), or (iv) for any transaction
from which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The "Exhibit Index" on page E-1 is hereby incorporated by reference.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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.
(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
offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 Alexandria, Commonwealth of Virginia, on December 3,
1999.
Cuisine Solutions, Inc.
(Registrant)
By: /s/ Robert Murphy
------------------------------------------
Robert Murphy
Vice President and Chief Financial 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 indicated on December 3, 1999.
SIGNATURE TITLE AND POSITION
/s/ Jean-Louis Vilgrain* Chairman of the Board
- ------------------------------
Jean-Louis Vilgrain
/s/ Stanislas Vilgrain* President,
- ------------------------------ Chief Executive Officer
Stanislas Vilgrain (principal executive officer)
/s/ Carl M. Youngman* Director
- ------------------------------
Carl M. Youngman
/s/ Bruno Goussault* Director
- ------------------------------
Bruno Goussault
/s/ Alexandre Vilgrain* Director
- ------------------------------
Alexandre Vilgrain
/s/ Charles McGettigan* Director
- ------------------------------
Charles McGettigan
/s/ David Jordan* Director
- ------------------------------
David Jordan
/s/ Nancy Schaefer* Director
- ------------------------------
Nancy Schaefer
/s/ Robert Murphy Vice President & Chief Financial Officer
- ------------------------------ (Principal Financial and Accounting Officer)
Robert Murphy
<PAGE>
*By: /s/ Robert Murphy
------------------------
Robert Murphy
ATTORNEY-IN-FACT
- -----------------------------
* Such signature has been affixed pursuant to a Power of Attorney.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4 1999 Stock Option Plan
5 Opinion of Dickstein Shapiro Morin & Oshinsky LLP
re: legality of Common Stock being registered
23.1 Consent of Dickstein Shapiro Morin & Oshinsky LLP
(included in Exhibit 5)
23.2 Consent of Grant Thornton LLP
23.3 Consent of KPMG LLP
24 Powers of Attorney
Exhibit 4
CUISINE SOLUTIONS, INC.
1999 STOCK OPTION PLAN
1. ADOPTION AND PURPOSE
CUISINE SOLUTIONS, INC hereby adopts this 1999 Stock Option Plan dated
August 6, 1999. The purposes of the Plan are to promote the interests of the
Company and its stockholders by (a) attracting and retaining eligible employees
and consultants of the Company and its Subsidiaries; and (b) motivating such
personnel by enabling such personnel to participate in the long-term growth and
financial success of the Company.
2. DEFINITIONS
The following words and phrases shall have the following meanings unless a
different meaning is plainly required by the context:
(a) "Administrator" means the Board or any of its Committees appointed
pursuant to Section 4 of this Plan.
(b) "Applicable Laws" means all applicable provisions of state corporate
and securities laws, the Securities Act, the Exchange Act, the Code, ERISA, any
rules and regulations promulgated thereunder, and rules and regulations of
applicable stock exchanges (including the Nasdaq Stock Market).
(c) "Award" means a grant of Stock Options under this Plan.
(d) "Award Agreement" means a written agreement entered into between the
Company and an Optionee setting forth the terms and conditions of an Award made
to such Optionee under this Plan, in the form prescribed by the Administrator.
(e) "Board" means the Board of Directors of the Company.
(f) "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific section of the Code or regulation thereunder shall include such
section or regulation, any valid regulation promulgated under such section, and
any comparable provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
(g) "Committee" means a committee of directors appointed by the Board in
accordance with Section 4 of this Plan.
(h) "Common Stock" means the common stock, par value $.01 per share, of the
Company.
<PAGE>
(i) "Company" means CUISINE SOLUTIONS, INC., a Delaware corporation with
its principal place of business in Alexandria, Virginia.
(j) "Consultant" means any person not an Employee (including, without
limitation, a member of the Board) who provides bona fide services to the
Company or any Subsidiary, provided that such services are not rendered in
connection with the offer or sale of securities in a capital-raising
transaction.
(k) "Effective Date" means the effective date of this Plan as defined in
Section 16 of this Plan.
(l) "Employee" means an employee of the Company or a Subsidiary.
(m) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended. Reference to a specific section of ERISA or regulation thereunder shall
include such section or regulation, any valid regulation promulgated under such
section, and any comparable provision of any future legislation or regulation
amending, supplementing or superseding such section or regulation.
(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
Reference to a specific section of the Exchange Act or regulation thereunder
shall include such section or regulation, any valid regulation promulgated under
such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.
(o) "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:
i. If the Common Stock is listed on any established stock exchange
or a national market system, including, without limitation, the
Nasdaq National Market of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair
Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported), as quoted on such
exchange or system for such day (or, if such day is not a market
trading day for the last market trading day prior to the time of
determination), as reported in The Wall Street Journal or such
other source as the Administrator deems reliable;
ii. If the Common Stock is quoted on the NASDAQ System (but not on
the Nasdaq National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported,
its Fair Market Value shall be the mean between the high bid and
low asked prices for the Common Stock on such day (or if such day
is not a market trading day on the last market trading day prior
to the day of determination), or;
<PAGE>
iii. In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by
the Administrator.
(p) "Optionee" means an Employee or Consultant who has been granted an
Award of a Stock Option under this Plan.
(q) "Person" means an individual, corporation, trust, firm, partnership or
other legal entity.
(r) "Plan" means this CUISINE SOLUTIONS, INC. 1999 Stock Option Plan.
(s) "Plan Year" means an annual period coinciding with the Company's fiscal
year.
(t) "Rule 16b-3" means Rule 16b-3 under the Exchange Act.
(u) "Securities Act" means the Securities Act of 1933, as amended.
Reference to a specific section of the Securities Act or regulation thereunder
shall include such section or regulation, any valid regulation promulgated under
such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.
(v) "Stock Option" means a right to buy a specified number of shares of
Common Stock at a fixed exercise price during a specified time and subject to
the terms of this Plan and such other terms and conditions, as the Administrator
may determine in accordance with this Plan.
(w) "Subsidiary" means any corporation or other entity, whether domestic or
foreign, in which the Company has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or otherwise.
3. ELIGIBILITY
Any Employee or Consultant selected by the Administrator is eligible to
receive an Award.
4. PLAN ADMINISTRATION
(a) GENERAL. The Plan shall be administered by the Board or a Committee
appointed by the Board.
i. ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS. With
respect to grants of Stock Options to Employees or Consultants
who are also officers or directors of the Company, the Plan shall
be administered (A) by the Board, or (B) if the Board in its
discretion elects, by a Committee designated by the Board to
administer the Plan, which committee shall be composed solely of
two or more
<PAGE>
Non-Employee Directors (as defined in Rule 16b-3). Once
appointed, such Committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor,
fill vacancies, however caused, impose additional requirements on
membership in order to comply with Applicable Laws, and remove
all members of the Committee and thereafter directly administer
the Plan, all provided that at all times during which it is the
Administrator hereunder, the Committee shall be composed solely
of two or more Non-Employee Directors.
ii. MULTIPLE ADMINISTRATIVE BODIES. If permitted or required by Rule
16b-3 or other Applicable Laws, the Plan may be administered by
different bodies with respect to different groups or classes of
Persons eligible to receive Awards. Each such administrative body
shall be the Administrator hereunder with respect to such groups
or classes of Persons.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and
Applicable Laws and, in the case of a Committee, the specific duties delegated
by the Board to such Committee, and subject to the approval of any relevant
authorities, including the approval, if required, of any stock exchange upon
which the Common Stock is listed, the Administrator shall have the authority, in
its discretion:
i. to determine the Fair Market Value of the Common Stock;
ii. to select the Employees and Consultants to whom Awards may from
time to time be granted hereunder;
iii. to determine whether and to what extent Awards are granted
hereunder;
iv. to determine the number of shares of Common Stock to be covered
by each such Award granted hereunder;
v. to approve forms of agreement for use under the Plan;
vi. to determine the terms and conditions of any Award granted
hereunder, including vesting schedule, period of exercisability
and exercise price;
vii. to cancel any Award in consideration of a cash payment or
alternative grant made to the holder of such cancelled Award
equal in value to the excess of the aggregate Fair Market Value
of the Common Stock subject to such cancelled Award over the
aggregate exercise price of such cancelled Award;
<PAGE>
viii.to cause the Company to redeem any shares of Common Stock issued
pursuant to an exercise of an Award in exchange for a cash
payment equal to the aggregate Fair Market Value of the shares of
Common Stock redeemed; provided that the Common Stock is not then
registered under the Exchange Act;
ix. to accelerate any time period relating to the exercise or vesting
of Stock Options; to extend the time period during which a Stock
Option may be exercised, subject to Section 6(a); or
x. to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Stock Options.
5. STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN
(a) The stock subject to the provisions of this Plan shall either be shares
of authorized but unissued Common Stock, shares of Common Stock held as treasury
stock or previously issued shares of Common Stock reacquired by the Company,
including shares purchased on the open market. Subject to adjustment in
accordance with the provisions of Section 9, the total number of shares of
Common Stock with respect to which Awards may be granted under this Plan may not
exceed 2,600,000 shares.
(b) There shall again be available for Awards under this Plan, shares of
Common Stock represented by Awards which have been canceled, forfeited,
surrendered, terminated or expire unexercised.
6. AWARDS UNDER THIS PLAN
(a) No Stock Option shall be exercisable more than ten (10) years after the
date of grant thereof.
(b) Each Award under this Plan shall be evidenced by an Award Agreement.
(c) No Stock Option granted under this Plan shall be treated as an
incentive stock option within the meaning of Section 422 of the Code.
7. TERMINATION OF EMPLOYMENT
(a) Upon termination of employment or service of an Optionee with the
Company for any reason, any Stock Option previously granted to the Optionee,
unless otherwise specified by the Administrator, shall, to the extent not
previously exercised, terminate and become null and void, provided that:
i. if any Optionee shall die while in the employ or service of the
Company or during either the three (3) month or one (1) year
<PAGE>
period, whichever is applicable, specified in Section 7(a)(ii)
below and at a time when such Optionee was entitled to exercise a
Stock Option as herein provided, the legal representative of such
Optionee, or such person who acquired such Stock Option by
bequest or inheritance or by reason of the death of the Optionee,
may, not later than one (1) year from the date of death, exercise
such Stock Option with respect to the number of shares as to
which such Stock Option was exercisable on the date of death, to
the extent the Stock Option has not been exercised with respect
to all such shares;
ii. if the employment or service of any Optionee to whom such Stock
Option shall have been granted shall terminate by reason of the
Optionee's retirement (at such age or upon such conditions as
shall be specified by the Administrator, as the case may be),
disability (as described in Section 22(e)(3) of the Code) or
dismissal by the Company other than for cause (as defined below),
and such Optionee is entitled to exercise such Stock Option on
the date of retirement, disability or dismissal, such Optionee
shall have the right to exercise such Stock Option so granted, to
the extent the Stock Option has not been exercised, in respect of
any or all of such number of shares to which such Stock Option
has not been exercised at any time up to and including (A) three
(3) months after the date of such termination of employment in
the case of termination by reason of retirement or dismissal
other than for cause and (B) one (1) year after the date of
termination of employment in the case of termination by reason of
disability.
(b) If an Optionee voluntarily terminates his or her employment or service
with the Company, or is discharged for cause, any Stock Option granted hereunder
to such Optionee shall, unless otherwise specified by the Administrator,
immediately terminate with respect to any unexercised portion thereof. For the
purposes of the Plan, as determined by the Administrator in its sole discretion,
the term "for cause" shall mean: (A) the willful commission by an Optionee of a
criminal or other act that causes or is likely to cause substantial economic
damage to the Company or substantial injury to the business reputation of the
Company; (B) the commission by an Optionee of an act of fraud in the performance
of such Optionee's duties on behalf of the Company; or (C) the continuing
willful failure of an Optionee to perform the duties of such Optionee to the
Company (other than such failure resulting from the Optionee's incapacity due to
physical or mental illness) after written notice thereof (specifying the
particulars thereof in reasonable detail) and a reasonable opportunity to be
heard and cure such failure are given to the Optionee by the Administrator. For
purposes of the Plan, no act, or failure to act, on the Optionee's part shall be
considered "willful" unless done or omitted to be done by the Optionee not in
good faith and without reasonable belief that such Optionee's action or omission
was in the best interest of the Company.
(c) The Administrator may extend the period during which a Stock Option may
be exercised to such period, not to exceed three (3) years following the
termination of
<PAGE>
an Optionee's employment or service with the Company, as the Administrator may
determine in its sole discretion to be appropriate in any particular instance.
8. OTHER TERMS AND CONDITIONS
(a) ASSIGNABILITY. No Stock Option shall be assignable or transferable
except by will or by the laws of descent and distribution and during the
lifetime of an Optionee, Stock Options shall be exercisable only by such
Optionee.
(b) RIGHTS AS A SHAREHOLDER. An Optionee shall have no rights as a
shareholder with respect to shares of Common Stock covered by an Award until the
date the Optionee is the holder of record of such shares.
(c) NO OBLIGATION TO EXERCISE. The grant of an Award shall impose no
obligation upon the Optionee to exercise the Award.
(d) PAYMENTS BY OPTIONEES. The Administrator may determine that Awards for
which a payment is due from an Optionee may be payable: (i) in U.S. dollars by
personal check, bank draft or money order payable to the order of the Company,
by money transfers or direct account debits; (ii) through the delivery or deemed
delivery based on attestation to the ownership of shares of Common Stock with a
Fair Market Value equal to the total payment due from the Optionee, which Common
Stock was owned by the Optionee for at least six months prior to such delivery;
(iii) by a combination of the methods described in (i) and (ii) above; or (iv)
by such other methods as the Administrator may deem appropriate.
(e) TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require an Optionee to remit to the Company, an amount
sufficient to satisfy federal, state and local taxes (including the Optionee's
FICA obligation) required to be withheld with respect to an Award, any exercise
thereof, or any dividends or other distributions payable with respect thereto.
Subject to the requirements of Applicable Laws, the Administrator, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit an Optionee to satisfy such tax withholding obligation, in whole or
in part, by (i) electing to have the Company withhold otherwise deliverable
shares of Common Stock having a Fair Market Value not exceeding the minimum
amount required to be withheld, or (ii) delivering to the Company shares of
Common Stock then owned by the Optionee.
(f) RESTRICTIONS ON SALE AND EXERCISE. If and to the extent required to
comply with rules promulgated under Section 16 of the Exchange Act, shares of
Common Stock acquired pursuant to an Award granted under this Plan may not be
sold or otherwise disposed of for at least six months after the date of the
grant of the Award.
(g) REQUIREMENTS OF LAW. The granting of Awards and the issuance of shares
of Common Stock upon the exercise of Awards shall be subject to all Applicable
Laws. As a condition precedent to the issuance of shares of Common Stock
pursuant to the exercise of an Award, the Company may require the Optionee to
take any reasonable action to comply with such Applicable Laws.
<PAGE>
(h) NON-EXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the
Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options and the awarding of
stock and cash otherwise than under the Plan, and such arrangements may be
either generally applicable or applicable only in specific cases.
(i) UNFUNDED PLAN. Neither the Company nor any Subsidiary shall be required
to segregate any cash or any shares of Common Stock which may at any time be
represented by Awards and the Plan shall constitute an "unfunded" plan of the
Company. Neither the Company nor any Subsidiary shall, by any provisions of the
Plan, be deemed to be a trustee of any Common Stock or any other property, and
the liabilities of the Company and any Subsidiary to any Person pursuant to the
Plan shall be those of a debtor pursuant to such contract obligations as are
created by or pursuant to the Plan, and the rights of any Optionee, Employee,
former employee or beneficiary under the Plan shall be limited to those of a
general creditor of the Company or the applicable Subsidiary, as the case may
be. In its sole discretion, the Board may authorize the creation of trusts or
other arrangements to meet the obligations of the Company under the Plan,
provided, however, that the existence of such trusts or other arrangements is
consistent with the unfunded status of the Plan.
(j) LEGENDS. Each certificate evidencing Common Stock subject to an Award
shall bear such legends as the Administrator deems necessary or appropriate to
reflect or refer to any terms, conditions or restrictions of the Award
applicable to such shares, including, without limitation, any to the effect that
the shares represented thereby may not be disposed of unless the Company has
received an opinion of counsel, acceptable to the Company, that such disposition
will not violate any federal or state securities laws.
(k) COMPANY'S RIGHTS. The grant of Awards pursuant to the Plan shall not
affect in any way the right or power of the Company to make reclassifications,
reorganizations or other changes of or to its capital or business structure or
to merge, consolidate, liquidate, sell or otherwise dispose of all or any part
of its business or assets.
(l) DESIGNATION OF BENEFICIARIES. If permitted by the Administrator, an
Optionee may designate a beneficiary or beneficiaries in the event of the death
of the Optionee and may change such designation from time to time by filing a
written designation of beneficiary or beneficiaries with the Administrator on a
form to be prescribed by it, provided that no such designation shall be
effective unless so filed prior to the death of such Optionee.
(m) BUYOUT PROVISIONS. Any provision of this Plan or any Award Agreement to
the contrary notwithstanding, subject to Applicable Laws, the Administrator may
cause: (1) any Award granted hereunder to be cancelled in consideration of a
cash payment or alternative grant made to the holder of such cancelled Award
equal in value to the excess of the aggregate Fair Market Value of the Common
Stock subject to such cancelled Award over the aggregate exercise price of such
cancelled Award; and (2) the Company to redeem any shares of Common Stock issued
pursuant to an exercise of an Award in exchange for a cash payment equal to the
aggregate Fair Market Value of the shares of Common Stock
<PAGE>
redeemed; provided that the Common Stock is not then registered under the
Exchange Act.
9. AMENDMENTS
(a) Except as otherwise provided in this Plan, the Board may at any time
terminate and, from time to time, may amend or modify this Plan. Any such action
of the Board may be taken without the approval of the Company's shareholders,
but only to the extent that such shareholder approval is not required by
Applicable Laws, including specifically Rule 16b-3.
(b) No amendment, modification or termination of this Plan shall in any
manner adversely affect any Awards theretofore granted to an Optionee under this
Plan without the consent of such Optionee.
10. RECAPITALIZATION
The aggregate number of shares of Common Stock as to which Awards may be
granted to Optionees, the number of shares covered by each outstanding Award,
and the exercise price per share in each such Award, shall all be appropriately
adjusted in the Board's discretion for any extraordinary dividend or for any
increase or decrease in the number of issued shares of Common Stock and any
conversion of Common Stock into other securities or property, resulting from a
stock split, stock dividend, combination or exchange of shares, exchange for
other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or other such change. Any such adjustment may
provide in the Board's discretion that any fractional shares which result from
such change shall be rounded, up or down, to the nearest whole number of shares.
11. NO RIGHT TO EMPLOYMENT
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving an Optionee the right to be
retained in the employ of the Company or a Subsidiary. Nothing in this Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Optionee's employment at any time, nor confer upon
any Optionee any right to continue in the employ of the Company or any
Subsidiary.
12. GOVERNING LAW
To the extent that federal laws do not otherwise control, this Plan shall
be construed in accordance with and governed by the law of the State of
Delaware.
13. CAPTIONS
Captions are provided herein for convenience of reference only, and shall
not serve as a basis for interpretation or construction of this Plan.
<PAGE>
14. RESERVATION OF SHARES
The Company, during the term of the Plan, will at all times reserve and
keep available the number of shares of Common Stock as shall be sufficient to
satisfy the requirements of the Plan. The inability of the Company to obtain the
necessary approvals from any regulatory body having jurisdiction or approval
deemed necessary by the Company's counsel to the lawful issuance and sale of any
shares of Common Stock under the Plan shall relieve the Company of any liability
in respect of the nonissuance or sale of such shares of Common Stock as to which
such requisite authority shall not have been obtained.
15. SAVINGS CLAUSE
This Plan is intended to comply in all aspects with Applicable Laws,
including, with respect to those Optionees who are executive officers or
directors of the Company, Rule 16b-3. In case any one or more of the provisions
of this Plan shall be held invalid, illegal or unenforceable in any respect
under Applicable Laws (including Rule 16b-3), the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and the invalid, illegal or unenforceable provision shall be
deemed null and void; however, to the extent permissible by law, any provision
which could be deemed null and void shall first be construed, interpreted or
revised retroactively to permit this Plan to be construed in compliance with all
Applicable Laws (including Rule 16b-3) so as to foster the intent of this Plan.
Notwithstanding anything in this Plan to the contrary, the Administrator, in its
discretion, may bifurcate this Plan so as to restrict, limit or condition the
use of any provision of this Plan with respect to Optionees who are officers or
directors of the Company without so restricting, limiting or conditioning this
Plan with respect to other Optionees.
16. EFFECTIVE DATE AND TERM
The Effective Date of this Plan shall be the date of its approval by the
Company's shareholders. If such approval is not obtained on or before December
31, 1999, this Plan shall terminate on such date. No new Awards shall be granted
under this Plan after the tenth anniversary of the Effective Date. Unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award granted hereunder may, and the authority of the Board or the
Administrator to amend, alter, adjust, suspend, discontinue, or terminate any
such Award or to waive any conditions or rights under any such Award shall,
continue after the authority for grant of new Awards hereunder has been
exhausted.
Exhibit 5
DICKSTEIN SHAPIRO MORIN & OSHINSKY LLP
2101 L STREET, NW
WASHINGTON, DC 20037-1526
December 3, 1999
Cuisine Solutions, Inc.
85 South Bragg Street
Suite 600
Alexandria, VA 22312
Re: Cuisine Solutions, Inc.
1999 Stock Option Plan
Dear Sirs:
We have acted as counsel to Cuisine Solutions, Inc., a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the registration of
2,600,000 shares of the Company's common stock, $0.01 par value per share (the
"Common Stock"), issuable upon the exercise of stock options (the "Stock
Options") granted under the Company's 1999 Stock Option Plan (the "Plan"). The
Common Stock represents authorized and unissued shares of the Company's common
stock.
We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion.
On the basis of the foregoing, we are of the opinion that:
(a) the Company has taken all necessary corporate action to authorize the
issuance of the Common Stock;
(b) the shares of Common Stock to be issued upon the exercise of the Stock
Options are validly authorized and when issued, delivered and paid for
in accordance with the terms of the Plan, the shares of Common Stock
so issuable will be validly issued, fully paid and non-assessable.
No opinion is expressed herein as to the laws of any jurisdiction other
than the federal laws of the United States of America and, to the extent
required by the foregoing opinion, the General Corporation Law of the State of
Delaware.
The foregoing opinion is delivered to you in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Dickstein Shapiro Morin & Oshinsky LLP
Consent of Independent Accountants
We have issued our report dated September 10, 1999 accompanying the consolidated
financial statements of Cuisine Solutions, Inc. and subsidiaries appearing in
the 1999 Annual Report of the Company to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-K for the year ended June 26,
1999 which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned report.
/s/ Grant Thornton LLP
Vienna, Virginia
December 1, 1999
Exhibit 23.3
Consent of Independent Accountants
The Board of Directors
Cuisine Solutions, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Cuisine Solutions, Inc. of our report dated September 4, 1998, with
respect to the consolidated balance sheet of Cuisine Solutions, Inc. and
subsidiaries as of June 27, 1998, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for the years ended
June 27, 1998 and June 28, 1997, which report appears in the June 26, 1999
annual report on Form 10-K of Cuisine Solutions, Inc. and subsidiaries.
KPMG LLP
Washington, DC
December 3, 1999
Exhibit 24
Form S-8 Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Cuisine
Solutions, Inc. (the "Corporation") whose signature appears below constitutes
and appoints each of Stanislas Vilgrain and Robert Murphy, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-8 relating to the shares of the Corporation's
Common Stock issuable under the Corporation's 1999 Stock Option Plan and to sign
any and all amendments (including post-effective amendments) and supplements
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: October 26, 1999 /s/ Stanislas Vilgrain
-----------------------------------
Stanislas Vilgrain
/s/ Jean-Louis Vilgrain
-----------------------------------
Jean-Louis Vilgrain
-----------------------------------
Alexandre Vilgrain
/s/ Nancy Schaefer /s/ Bruno Goussault
- ----------------------------------- -----------------------------------
Nancy Schaefer Bruno Goussault
/s/ Carl Youngman /s/ David Jordan
- ----------------------------------- -----------------------------------
Carl Youngman David Jordan
/s/ Robert Murphy /s/ Charles McGettigan
- ----------------------------------- -----------------------------------
Robert Murphy Charles McGettigan
Exhibit 24
Form S-8 Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each officer or director of Cuisine
Solutions, Inc. (the "Corporation") whose signature appears below constitutes
and appoints each of Stanislas Vilgrain and Robert Murphy, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Corporation's
Registration Statement on Form S-8 relating to the shares of the Corporation's
Common Stock issuable under the Corporation's 1999 Stock Option Plan and to sign
any and all amendments (including post-effective amendments) and supplements
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: October 29, 1999
-----------------------------------
Stanislas Vilgrain
-----------------------------------
Jean-Louis Vilgrain
/s/ Alexandre Vilgrain
-----------------------------------
Alexandre Vilgrain
- ----------------------------------- -----------------------------------
Nancy Schaefer Bruno Goussault
- ----------------------------------- -----------------------------------
Carl Youngman David Jordan
- ----------------------------------- -----------------------------------
Robert Murphy Charles McGettigan
