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As filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 33-64076
________________________________________________________________________________
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.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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. 33-64076 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 150,000
shares of MFI Common Stock issued or issuable pursuant to its Stock Option Plan
for Non-Employee Directors (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 ended 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 8-K 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 incorporated herein by reference and made a part hereof
from the date of filing of such documents without future action by the
Registrant.
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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 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
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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. Stock Option Plan for Non-Employee
Directors. (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:
(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");
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(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 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
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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.
/s/ Gregg A. Ostrander
By: __________________________________
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
Gregg A. Ostrander Executive Officer
and Director
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/s/ John D. Reedy
______________________ Vice President-Finance; March 17, 1997
John D. Reedy Principal Accounting and
Financial Officer
and Treasurer
/s/ Richard A. Coonrod
______________________ Director March 18, 1997
Richard A. Coonrod
/s/ Miles E. Efron
______________________ Director March 18, 1997
Miles E. Efron
/s/ Arvid C. Knudtson
______________________ Director March 18, 1997
Arvid C. Knudtson
/s/ Joseph D. Marshburn
______________________ Director March 18, 1997
Joseph D. Marshburn
/s/ Jeffrey J. Michael
______________________ Director March 18, 1997
Jeffrey J. Michael
/s/ Maureen B. Bellantoni
______________________ Director March 18, 1997
Maureen B. Bellantoni
/s/ Stephen T. Papetti
______________________ Director March 18, 1997
Stephen T. Papetti
/s/ Arthur J. Papetti
______________________ Director March 18, 1997
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.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
________________________________________________________________________________
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EXHIBIT INDEX
4.1 Michael Foods, Inc. Stock Option Plan for Non-Employee
Directors. (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. Non-Employee Director Options
Gentlemen:
We are the attorneys for Michael Foods, Inc., a Minnesota corporation
(the "Company"). In such capacity, we have represented the Company in
connection with the registration on Form S-8 (the "Registration Statement") of
150,000 shares of the Company's common stock, $.01 par value (the "Shares").
Said Shares will be issued to non-employee directors of the Company upon the
exercise of options granted pursuant to the Company's Stock Option Plan for
Non-Employee Directors and the Company's previous practice.
In rendering this opinion, we have reviewed 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
Stock Option Plan for Non-Employee Directors of the Company 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 for non-employee directors pursuant to the Stock Option
Plan for Non-Employee Directors and the Company's previous practice and
issuance and sale in the manner described in the Registration Statement and the
Plan, 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
/s/ Philip T. Colton
By:_________________________________
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. 33-64076) 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. 33-64076)
and related Prospectus of Michael Foods, Inc.
/S/ Ernst & Young LLP
Orange County, California
March 21, 1997
