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As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 33-64078
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________
MICHAEL FOODS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-0498850
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
MICHAEL FOODS, INC.
INCENTIVE AND NON-QUALIFIED STOCK OPTION PLANS
(Full title of Plan)
324 Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
(Address, including zip code, of Principal Executive Offices)
________________________
Copies to:
Philip T. Colton, Esq. Jeffrey M. Shapiro
Maun & Simon, PLC Executive Vice President
2000 Midwest Plaza Building West 324 Park National Bank Building
801 Nicollet Mall 5353 Wayzata Boulevard
Minneapolis, Minnesota 55402-2534 Minneapolis, Minnesota 55416
(612) 904-7400 (612) 546-1500
(Name and address of agent
for service)
_______________________
________________________________________________________________________________
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INTRODUCTION
Pursuant to Rule 414(d), Michael Foods, Inc., a Minnesota corporation,
f/k/a North Star Universal, Inc. (the "Registrant") adopts the Registration
Statement on Form S-8 Registration No. 33-64078 of Michael Foods, Inc., a
Delaware corporation ("MFI"), as its own registration statement for all purposes
of the Securities Act of 1933, as amended and the Securities Exchange Act of
1934, as amended. The registration statement originally covered 525,200 shares
of MFI Common Stock issued or issuable pursuant to its Incentive and
Non-Qualified Stock Option Plans (the "Plan"). The Registrant is a successor to
MFI. The Registrant's and MFI's Shareholders and Stockholders, respectively,
approved the Registrant's adoption and assumption of the Plan at meetings of
their Shareholders and Stockholders held on December 30, 1996.
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PART I
Item 1. Plan Information.
Not applicable/not included in Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not applicable/not included in Registration Statement.
PART II
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein and made a part hereof by reference:
(1) Registrant's and MFI's Annual Reports on Form 10-K for the year ended
December 31, 1995 and all amendments thereto, filed pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended.
(2) Registrant's and MFI's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996, and September 30, 1996 filed
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and
all other reports, if any, filed by the Registrant and MFI pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end
of the fiscal year December 31, 1995.
(3) Registrant's Current Reports on Form 8-K filed March 13, 1997,
February 18, 1997 and December 27, 1996, respectively, and MFI's Current
Reports on Form S-8 filed July 10, 1996, December 5, 1996 and December 26,
1996, respectively, pursuant to Section 13 of the Securities Exchange Act of
1934, as amended.
(4) MFI's Proxy Statement and Registrant's Registration Statement on Form
S-4 Registration No. 333-1863 filed in connection with MFI's Annual Meeting of
Stockholders held on December 30, 1996.
(5) The description of the Registrant's Common Stock as contained in MFI's
Proxy Statement and Registrant's Registration Statement on Form S-4 in
Registration Statement No. 333-1863.
All documents filed by the Registrant with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this registration statement and prior to the filing of a
post-effective amendment to the registration statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are
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incorporated herein by reference and made a part hereof from the date of filing
of such documents without future action by the Registrant.
Item 4. Description of Securities.
This item is not applicable. The class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Amended and Restated Articles of Incorporation limit the
liability of directors in their capacity as directors to the Registrant or its
shareholders to the full extent permitted by Minnesota law. Minnesota law
provides that, if so provided in a company's articles of incorporation, a
director shall not be liable to the company or its shareholders for monetary
damage for breach of fiduciary duty as a director, except (a) for any breach of
the director's duty of loyalty to the company or its shareholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) for dividends, stock repurchases and other
distributions made in violation of Minnesota law or for violations of Minnesota
securities laws, (d) for any transactions from which the director derived an
improper personal benefit or (e) for any act or omission occurring prior to the
effective date of the provision in the company's articles of incorporation
limiting such liability. These provisions do not affect the availability of
equitable remedies, such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty, although, as a practical matter, equitable
relief may not be available. The above provisions also do not limit the
liability of the directors for violations of, or relieve them from the
necessity of complying with, the federal securities laws.
The Registrant's Amended and Restated Articles also require the Registrant
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (including an action
by or in the right of the corporation) to the full extent permitted by the
Minnesota Business Corporation Act. The Minnesota Business Corporation Act
contains an extensive indemnification provision which requires mandatory
indemnification by the Registrant of any officer, director, or affiliated person
who was or is a party, or who is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or she
is or was a member, director, officer, employee, or agent of the Registrant, or
is or was serving at the request of the Registrant as a member, director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses, including attorneys' fees, and
against judgments, fines, and amounts paid in settlement actually and
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reasonably incurred by him or her in connection with such action, suit, or
proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In some instances
a court must approve such indemnification. The Amended and Restated Articles
of Incorporation of the Registrant, as amended, provide for such
indemnification to the extent permitted under the Minnesota Business
Corporation Act. As to indemnification for liabilities arising under the
Securities Act of 1933 for directors, officers, or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy and is unenforceable.
The Registrant maintains a policy of directors and officers liability
insurance which reimburses the Registrant for expenses which it may incur in
conjunction with the foregoing indemnity provisions and which may provide direct
indemnification to officers and directors where the Registrant is unable to do
so.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Additional Exhibits.
4.1 Michael Foods, Inc. Incentive and Non-Qualified Stock Option Plans
(previously filed)
4.3 Specimen form of Registrant's Common Stock Certificate (filed as
Exhibit 4.1 to the Registrant's Report on Form 8-K dated
March 13, 1997 and incorporated herein by reference).
5.2 Opinion of Maun & Simon, PLC, including consent.*
23.2 Consent of Grant Thornton, LLP.*
23.3 Consent of Coopers & Lybrand, L.L.P.*
23.4 Consent of Ernst & Young, LLP.*
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* Filed herewith.
Item 9. Undertakings.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
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(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 of 1933 (the "Act");
(ii) 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;
(iii) 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 subparagraphs (i) and (ii) above will not
apply if the information required to be included in a post-effective
amendment by those subparagraphs 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.
(2) That, for the purpose of determining any liability under the 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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, 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 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.
(h) Employee Plans on Form S-8.
Insofar as indemnification for liabilities arising under the 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
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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
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 Post-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on March 17, 1997.
MICHAEL FOODS, INC.
By: /s/ Gregg A. Ostrander
---------------------------------
Gregg A. Ostrander, President and
Principal Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey M. Shapiro and John D. Reedy his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them 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 attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Gregg A. Ostrander President; Principal March 17, 1997
---------------------- Executive Officer
Gregg A. Ostrander and Director
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/s/ John D. Reedy Vice President-Finance; March 17, 1997
- ------------------------- Principal Accounting and
John D. Reedy Financial Officer
and Treasurer
/s/ Richard A. Coonrod Director March 18, 1997
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Richard A. Coonrod
/s/ Miles E. Efron Director March 18, 1997
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Miles E. Efron
/s/ Arvid C. Knudtson Director March 18, 1997
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Arvid C. Knudtson
/s/ Joseph D. Marshburn Director March 18, 1997
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Joseph D. Marshburn
/s/ Jeffrey J. Michael Director March 18, 1997
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Jeffrey J. Michael
/s/ Maureen B. Bellantoni Director March 18, 1997
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Maureen B. Bellantoni
/s/ Stephen T. Papetti Director March 18, 1997
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Stephen T. Papetti
/s/ Arthur J. Papetti Director March 18, 1997
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Arthur J. Papetti
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________
MICHAEL FOODS, INC.
INCENTIVE AND NON-QUALIFIED STOCK OPTION PLANS
________________________________________________________________________________
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EXHIBIT INDEX
4.1 Michael Foods, Inc. Incentive and Non-Qualified Stock Option Plan
(previously filed)
4.3 Specimen form of Registrant's Common Stock Certificate (filed as
Exhibit 4.1 to the Registrant's Report on Form 8-K dated March 13,
1997 and incorporated herein by reference).
5.2 Opinion of Maun & Simon, PLC, including consent.*
23.2 Consent of Grant Thornton, LLP.*
23.3 Consent of Coopers & Lybrand, L.L.P.*
23.4 Consent of Ernst & Young, LLP.*
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* Filed herewith.
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EXHIBIT 5.2
[MAUN & SIMON PLC LETTERHEAD]
March 17, 1997
Reply to: Minneapolis
Writer's Direct Dial: (612) 904-7402
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Michael Foods, Inc. Incentive and Non-Qualified Stock Option
Plans
Gentlemen:
We are counsel to Michael Foods, Inc., a Minnesota corporation (the
"Company"). In such capacity, we have represented the Company and its
predecessor in connection with the registration on Form S-8 (the
"Registration Statement") of a total of 2,332,700 shares of the Company's
common stock, $.01 par value (the "Shares"). Said Shares will be issued to
key employees of the Company and its subsidiaries upon the exercise of
options granted pursuant to the Company's Incentive and Non-Qualified Stock
Option Plans (the "Plans").
In rendering this opinion, we have reviewed the Company's previous
Registration Statements on Form S-8 relating to shares issuable upon
exercise of options granted under the Plans, the Amended and Restated
Articles of Incorporation and the Bylaws of the Company, as amended,
records and proceedings of the shareholders and Board of Directors of the
Company, the Plans and such other corporate records, certificates and other
documents as we have deemed necessary as a basis of the opinion hereinafter
expressed.
Based upon the foregoing, we are of the opinion that, upon exercise of
the options granted pursuant to the Plans and issuance and sale in the
manner described in the Registration Statement and the Plans, the Shares
covered by the Registration Statement will be duly and validly issued,
fully paid, and nonassessable.
We also consent to the use of this opinion in the Registration
Statement. In giving such consent, we do not hereby admit that we come
within the category of persons whose consent is required.
Very truly yours,
MAUN & SIMON, PLC
By:/s/ Philip T. Colton
----------------------
Philip T. Colton
a member
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EXHIBIT 23.2
We have issued our reports dated February 14, 1996 accompanying the
consolidated financial statements and schedule of Michael Foods, Inc. and
subsidiaries appearing in the 1995 Annual Report of the Company to shareholders
included in the Annual Report on Form 10-K for the year ended December 31,
1995, which are incorporated by reference in this Registration Statement. We
consent to the incorporation by reference in the Registration Statement of the
aforementioned reports.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
March 17, 1997
We have issued our reports dated February 15, 1996 accompanying the
consolidated financial statements and schedule of North Star Universal, Inc.
and subsidiaries included in the Annual Report on Form 10-K for the year ended
December 31, 1995, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
March 17, 1997
We have issued our reports dated February 15, 1996 accompanying the
combined financial statements and schedule of ENStar (an operating unit of
North Star Universal, Inc. as of such date) included in the North Star
Universal, Inc. and subsidiaries Annual Report on Form 10-K for the year ended
December 31, 1995, which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports.
/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
March 17, 1997
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[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Michael Foods, Inc. on Form S-8 (File No. 33-64078) of our report dated October
7, 1996 on our audit of the combined financial statements of the Papetti
Companies as of December 31, 1995 and for the year then ended, which report is
included on Form 8-K which is incorporated by reference in this Form S-8.
/s/ Coopers & Lybrand L.L.P
--------------------------
Coopers & Lybrand L.L.P.
Parsippany, New Jersey
March 19, 1997
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EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated May 8, 1996 with respect to the
financial statements and schedule of Corvel Corporation included in the post
effective amendment No. 1 to the Form S-8 Registration Statement (No. 33-64078)
and related Prospectus of Michael Foods, Inc.
/s/ Ernst & Young LLP
---------------------
Orange County, California
March 21, 1997
