Registration No. 33-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
WLR Foods, Inc.
(Exact name of registrant as specified in its charter)
Virginia 54-1295923
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 7000 22815
Broadway, Va. (Zip Code)
(Address of Principal
Executive offices)
_______________________
WLR Foods Profit Sharing and Salary Savings Plan & Trust
(Full Title of the Plan)
_____________________
John W. Flora, Esq.
Wharton, Aldhizer & Weaver
100 South Mason Street
Harrisonburg, Va. 22801
(703) 434-0316
(Name, address and telephone number, including
area code, of agent for service)
___________________
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed Maximum
Title of Maximum Offering Aggregate
Securities to be Amount to be Price Per Share<F2> Offering Price<F2> Amount of
Registered<F1> Registered Registration Fee
Common Stock 1,000,000 Shares $22.00 $ 22,000,000.00 $7,585.26
Stock Purchase 1,000,000 Rights $ 0.00 $ 0.00 $ 0.00
Rights
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the Plan described herein.
<F2> Estimated solely for purpose of calculating the registration fee based on the average of the high
($22.25) and low ($21.75) trading prices of WLR Foods, Inc. common stock as reported by NASDAQ for Monday,
September 26, 1994.
</TABLE>
<PAGE>
Part II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Document by Reference.
The Registrant and the Plan hereby incorporate by reference
into this Registration Statement the documents listed below which
have been filed with the Securities and Exchange Commission
(SEC).
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended July 2, 1994.
(b) All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement filed with
the SEC on Form 8-A under Section 12 of the Exchange Act, as
revised by the description contained in the Registrant's Form 8
Amendment to Form 8-A filed with the SEC on September 21, 1990.
(d) The description of the Registrant's Stock Purchase
Rights contained in the Registrant's Registration Statement filed
with the SEC on February 8, 1994 on Form 8-A under Section 12 of
the Exchange Act.
All documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act 1934, prior to the filing of a post-
effective amendment to the Registration Statement which indicates
that all of the shares of common stock offered have been sold or
which deregisters all of such shares then remaining unsold, shall
be deemed to be incorporated by reference in the Registration
Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act (the "Act")
provides, in general, for indemnification by a corporation of any
person threatened with or made a party to any action, suit or
proceeding by reason of the fact that he is, or was, a director,
officer, employee or agent of such corporation. Indemnification
is also authorized with respect to a criminal action or
proceeding where the person had no reasonable cause to believe
that his conduct was unlawful.
The Act also provides that in any proceeding brought by or
in the right of the Registrant or on behalf of shareholders of
the Registrant, the damages assessed against an officer or
director arising out of a single transaction, occurrence or
course of conduct shall not exceed the greater of (i) $100,000 or
(ii) the amount of cash compensation received by the officer or
director from the Registrant during the twelve months immediately
preceding the act or omission for which liability was imposed.
These limitations do not apply to willful misconduct, or a
knowing violation of the criminal law or of any federal or state
securities law.
Article VII of the Registrant's bylaws states that a
director or officer of the Registrant shall not be liable to the
Registrant or any of its shareholders for any monetary damages.
Article VII further directs that the Registrant shall indemnify
any director or officer of the Registrant who is or was (i) a
party to any proceeding ("Indemnifiable Proceeding") by reason of
the fact the he is or was: a director or officer of the
Registrant; or, (ii) serving at the request of the Registrant as
a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or other profit or non-profit enterprise. The
Registrant's indemnification duty makes it responsible for any
liabilities or expenses incurred by a director or officer in any
Indemnifiable Proceeding, except such liabilities and expenses as
are incurred because of the director's or officer's willful
misconduct or knowing violation of the criminal law.
The determination to indemnify a director or officer of the
Registrant may be made by the board of directors, a committee of
the board of directors or a special legal counsel selected by the
board of directors or a committee thereof. Once a determination
to indemnify has been made, Article VII directs that the
Registrant shall make advances for expenses of, and
reimbursements for expenses incurred by, any director or officer
in any Indemnifiable Proceeding upon receipt of an undertaking
from the director or officer to repay the same if it is
ultimately determined that he is not entitled to indemnification.
Such an undertaking is to be an unlimited, unsecured general
obligation of the director or officer and shall be accepted
without reference to his ability to make repayment. The director
or officer is also to furnish the Registrant with a written
statement of his good faith belief that he has met the standard
of conduct described in Virginia Code Section 13.1-697, as
amended.
The Article authorizes the board of directors to cause the
Registrant to indemnify and make advances and reimbursements to
any person not specified above, who was or is a party to any
proceeding by reason of the fact that he is or was an employee or
agent of the Registrant, or is or was serving at the request of
the Registrant as a director, officer, partner, trustee, employee
or agent of another corporation, partnership, joint venture,
trust, employee benefit plan
<PAGE>
or other profit or non-profit enterprise, to the same extent as
if such person were specified as one to whom indemnification is
required.
The Article reserves the right for the Registrant to
purchase and maintain insurance to indemnify it against the whole
or any portion of the liability assumed by it in accordance with
Article VII. Additionally, the Registrant is entitled to procure
insurance in such amounts as the board of directors may determine
on behalf of any person whom the corporation is required or
allowed to indemnify against any liability asserted against or
incurred by such person in any such capacity, or arising from his
status as such, whether or not the registrant would have the
power to indemnify him against such liability under the
provisions of Article VII.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings.
The Registrant hereby undertakes or acknowledges:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(1) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(2) 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;
(3) 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:
Provided, however, that paragraphs (a)(l) and (a)(2) 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 Securities Exchange Act of 1934 that are
incorporated by reference 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
<PAGE>
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) 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.
(d) 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 each filling 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.
(e) 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 SEC 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 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 County of Rockingham, Commonwealth of Virginia, on September
28, 1994.
WLR FOODS, Inc., Registrant
By:___/s/ James L. Keeler_________
Its: President & Chief Executive Officer
Date: September 28, 1994
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons on behalf of the Registrant in the capacities and on the
date indicated.
/s/___George E. Bryan__________ Director
George E. Bryan
/s/___Charles L. Campbell_______ Director
Charles L. Campbell
/s/___Stephen W. Custer_________ Director
Stephen W. Custer
/s/___Calvin G. Germroth________ Director
Calvin G. Germroth
/s/___Peter W. Green____________ Director
Peter W. Green
/s/___William H. Groseclose_____ Director
William H. Groseclose
/s/___J. Craig Hott_____________ Director
J. Craig Hott
________________________________ Director
James L. Keeler
/s/___Herman D. Mason___________ Director
Herman D. Mason
/s/___Charles W. Wampler, Jr.___ Director
Charles W. Wampler, Jr.
/s/___William D. Wampler________ Director
William D. Wampler
*By:________________________________________
Delbert L. Seitz, attorney-in-fact
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the County of Rockingham, Commonwealth of Virginia,
on September 28, 1994.
WLR Foods, Inc. Profit Sharing and
Salary Savings Plan and Trust
By:_______________________________
(Signature and Title)
<PAGE>
Index to Exhibits
The following exhibits are filed herewith as part of this
Registration Statement:
Exhibit No. Page No.
________ _______
4.1 Articles of Restatement, January 8, 1992 *
4.2 Bylaws, as amended, February 4, 1994 **
5 Opinion of Counsel 9
23.1 Consent of Independent Auditors 10
23.2 Consent of Counsel (included in Exhibit 5) 9
24 Power of Attorney 11
* Incorporated by reference to Exhibit 3 of Registrant's Annual
Report on Form 10-K filed with the SEC on January 31, 1992.
** Incorporated by reference to Exhibit 3 of Registrant's Form 8-
K filed with the SEC on February 15, 1994.
19485
Exhibit 5
September 28, 1994
WLR Foods, Inc.
P.O. Box 7000
Broadway, Virginia 22815
Gentlemen:
As counsel to WLR Foods, Inc. (the "Company"), we are providing
this opinion in connection with your preparation of the Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission with respect to one million (1,000,000) shares of WLR
Foods, Inc. common stock, one million (1,000,000) stock purchase rights, and
an indeterminate amount of participation interests to be offered pursuant to
the WLR Foods, Inc. Plan (the "Plan").
We are of the opinion that the common stock, the stock purchase
rights, and the Plan interests to be offered pursuant to the Plan have been
validly authorized and, when issued or sold in accordance with the terms of
the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement.
Very truly yours,
John W. Flora
Enclosures
19511
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
WLR Foods, Inc.:
We consent to the use of our reports incorporated herein by
reference.
KPMG Peat Marwick LLP
Richmond Virginia
September 28, 1994
Exhibit 24
SPECIAL POWER OF ATTORNEY
Each of the undersigned officers and directors of WLR Foods, Inc.
(WLR Foods), a Virginia corporation, appoints James L. Keeler and Delbert L.
Seitz, or either of them (with full power to each of them to act alone) as his
attorneys-in-fact and agents for him in such capacity either as an officer or
director, or both, of WLR Foods, and authorizes such persons on behalf of WLR
Foods, to sign and file any and all WLR Foods' registration statements,
reports, schedules and other filings, and all amendments thereto, required or
permitted to be filed under federal or state securities laws, including
without limitation Forms 3, 4 and 5, registration statements, Form 10-K annual
reports, Form 10-Q quarterly reports and Form 8-K current reports, with all
exhibits and any and all documents required to be filed with respect thereto,
with the Securities and Exchange Commission, National Association of
Securities Dealers, and any regulatory authority for any U.S. state or
territory, and each of us hereby ratifies and confirms all that our attorneys-
in-fact and agents or each of them may lawfully do or cause to be done by
virtue hereof.
WITNESS the following signatures and seals.
________________ __________________________________(SEAL)
John J. Broaddus
________________ __________________________________(SEAL)
Jane T. Brookshire
________________ _________/s/ George E. Bryan______(SEAL)
George E. Bryan
________________ __________________________________(SEAL)
Charles L. Campbell
________________ ________/s/ Stephen W. Custer_____(SEAL)
Stephen W. Custer
________________ ________/s/ Calvin G. Germroth____(SEAL)
Calvin G. Germroth
________________ __________________________________(SEAL)
William H. Groseclose
________________ ________/s/ J. Craig Hott__________(SEAL)
J. Craig Hott
________________ __________________________________(SEAL)
Peter A.W. Green
<PAGE>
_______________ ________/s/ Herman D. Mason_______(SEAL)
Herman D. Mason
_______________ __________________________________(SEAL)
Charles W. Wampler, Jr.
______________ __________________________________(SEAL)
William D. Wampler
______________ __________________________________(SEAL)
Henry L. Holler
______________ __________________________________(SEAL)
Kenneth D. Marshall
______________ _____/s/ James L. Keeler _________(SEAL)
James L. Keeler
______________ __________________________________(SEAL)
James L. Mason
______________ __________________________________(SEAL)
V. Eugene Misner
______________ __________________________________(SEAL)
Delbert L. Seitz
