SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
324 Park National Bank Building 55416
5353 Wayzata Boulevard (Zip Code)
Minneapolis, Minnesota
(Address of Principal Executive Offices)
1997 STOCK INCENTIVE PLAN
OF MICHAEL FOODS, INC.
AND AFFILIATED COMPANIES
(Full title of Plan)
John D. Reedy, Vice President-Finance
324 Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
(Name and address of agent for service)
(612) 546-1500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities To be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price(2) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 1,000,000 shares $23.28 $23,280,000 $6,867.60
par value
============================================================================================================
</TABLE>
(cover page continued on next page)
1
<PAGE>
(1) The number of shares being registered represents the number of
additional shares of Common Stock which may be issued pursuant to the
1997 Stock Incentive Plan of Michael Foods, Inc. and Affiliated
Companies. These shares are in addition to shares previously
registered.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(g) under the Securities Act of 1933, based on the
average of the high and low prices quoted for the Registrant's Common
Stock on NASDAQ/NMS on August 9, 1999. This Registration Statement will
become effective immediately upon filing pursuant to Rule 462 under the
Securities Act of 1933.
Pursuant to General Instruction E of the General Instructions to Form
S-8, this Registration Statement incorporates by reference the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-23949).
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 employee benefit plan described herein.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Description
------- -----------
(5) Opinion of Maun & Simon, PLC.
(23.1) Consent of Grant Thornton, LLP.
(23.4) Consent of Counsel is contained in the opinion filed as
Exhibit (5) to this Registration Statement.
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 Minneapolis, State of Minnesota, on the 16th day of
August, 1999.
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.
3
<PAGE>
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 August 16, 1999
- --------------------------- Executive Officer
Gregg A. Ostrander and Director
/s/ John D. Reedy Vice President-Finance; August 16, 1999
- --------------------------- Principal Accounting and
John D. Reedy Financial Officer
and Treasurer
/s/ Maureen B. Bellantoni Director August 16, 1999
- ---------------------------
Maureen B. Bellantoni
/s/ Richard A. Coonrod Director August 16, 1999
- ---------------------------
Richard A. Coonrod
/s/ Daniel P. Dillon Director August 16, 1999
- ---------------------------
Daniel P. Dillon
/s/ Jerome J. Jenko Director August 16, 1999
- ---------------------------
Jerome J. Jenko
/s/ Arvid C. Knudtson Director August 16, 1999
- ---------------------------
Arvid C. Knudtson
4
<PAGE>
/s/ Joseph D. Marshburn Director August 16, 1999
- ---------------------------
Joseph D. Marshburn
/s/ Jeffrey J. Michael Director August 16, 1999
- ---------------------------
Jeffrey J. Michael
/s/ Margaret D. Moore Director August 16, 1999
- ---------------------------
Margaret D. Moore
/s/ Stephen T. Papetti Director August 16, 1999
- ---------------------------
Stephen T. Papetti
/s/ Arthur J. Papetti Director August 16, 1999
- ---------------------------
Arthur J. Papetti
5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
1997 STOCK INCENTIVE PLAN
OF MICHAEL FOODS, INC.
AND AFFILIATED COMPANIES
<PAGE>
EXHIBIT INDEX
(5) Opinion of Maun & Simon, PLC.
(23.1) Consent of Grant Thornton, LLP.
(23.4) Consent of Counsel is contained in the opinion filed as
Exhibit (5) to this Registration Statement.
EXHIBIT 5
[MAUN & SIMON PLC LETTERHEAD]
REPLY TO: MINNEAPOLIS
WRITER'S DIRECT DIAL: (612) 904-7402
WRITER'S E-MAIL: [email protected]
August 16, 1999
Board of Directors of
Michael Foods, Inc.
324 Park National Bank Building
5353 Wayzata Boulevard
Minneapolis MN 55416
Re: Michael Foods, Inc. 1997 Stock Incentive Plan, as Amended
Ladies and Gentlemen:
We have represented the Company in connection with the registration on
Form S-8 (the "Registration Statement") of an additional 1,000,000 shares of the
Company's common stock, $.01 par value (the "Shares") to be issued pursuant to
the Company's 1997 Stock Incentive Plan.
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 1997
Stock Incentive Plan, as amended April 29, 1999, 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 issuance of
shares pursuant to the 1997 Stock Incentive Plan, as amended, 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 filing of this opinion as an exhibit to the
Registration Statement with respect to the aforementioned Shares of common stock
under the Securities Act of 1933. 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
------------------------------------
Philip T. Colton, a Member
EXHIBIT 23.1
We have issued our reports dated February 15, 1999 accompanying the consolidated
financial statements and schedule of Michael Foods, Inc. and subsidiaries which
are incorporated by reference or are included in the Annual Report on Form 10-K
of Michael Foods, Inc. for the year ended December 31, 1998. We hereby consent
to the incorporation by reference in the Registration Statement of the
aforementioned reports.
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Minneapolis, Minnesota
August 10, 1999
