<PAGE> 1
As filed with the Securities and Exchange Commission on August 7, 1997
Registration No. 333-____________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------------
WORTHINGTON FOODS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0733120
- ------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Proprietors Road, Worthington, Ohio 43085
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Worthington Foods, Inc.
1993 Stock Option Plan for Non-Employee Directors
-------------------------------------------------
(Full title of the plan)
Copy to:
Dale E. Twomley Elizabeth Turrell Farrar, Esq.
Worthington Foods, Inc. Vorys, Sater, Seymour and Pease
900 Proprietors Road 52 East Gay Street
Worthington, Ohio 43085 P.O. Box 1008
- --------------------------------------- Columbus, Ohio 43216-1008
(Name and address of agent for service)
(614) 885-9511
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
----------------------------------
<TABLE>
<CAPTION>
Calculation of Registration Fee
- ---------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit (1) price (1) fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, Without 175,000 $21.25 $3,718,750 $1,127
Par Value
- ---------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the aggregate offering price
and the registration fee pursuant to Rules 457(c) and 457(h) promulgated under
the Securities Act of 1933, as amended, and computed on the basis of $21.25,
which price is the average of the high and low sales prices of the Common Shares
as reported on The Nasdaq National Market on July 31, 1997.
Page 1 of 68 Pages.
Index to Exhibits at Page II-16 (Page 17 as sequentially numbered).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- ----------------------------------------------------------
The Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 of Worthington Foods, Inc. (the "Registrant") and all other
reports filed with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.
The description of the Registrant's Common Shares contained in
Amendment No. 1 on Form 8 to the Registrant's Registration Statement on Form 8-A
(File No. 0-19887) filed with the Commission on April 7, 1992, which
incorporates by reference the description of the Registrant's Common Shares
contained in Amendment No. 1 to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-45945) filed with the Commission on April 3, 1992; and
the description of the Preferred Share Purchase Rights of the Registrant (the
"Rights") contained in the Registrant's Current Reports on Form 8-K filed with
the Commission on June 14, 1995, December 12, 1995 and October 31, 1996 (File
No. 0-19887), and all amendments or reports filed by the Registrant with the
Commission subsequent to the date hereof for the purpose of updating such
descriptions, are hereby incorporated by reference.
Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated hereby, shall also be deemed to be incorporated herein by reference
and to be made a part hereof from the date of filing of such documents;
provided, however, that no report of the Compensation Committee of the Board of
Directors of the Registrant on executive compensation and no performance graph
included in any proxy statement or information statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be incorporated herein by
reference.
Item 4. Description of Securities.
- --------------------------------------------
Not Applicable.
II-1
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
- ---------------------------------------------------------
The validity of the issuance of the Common Shares of the
Registrant being registered on this Registration Statement on Form S-8 will be
passed upon for the Registrant by Vorys, Sater, Seymour and Pease, 52 East Gay
Street, P.O. Box 1008, Columbus, Ohio 43216-1008. As of July 29, 1997, the
Vorys, Sater, Seymour and Pease Retirement Plan and individual partners of
Vorys, Sater, Seymour and Pease and attorneys employed thereby, together with
members of their immediate families, beneficially owned an aggregate of 67,126
Common Shares.
Item 6. Indemnification of Directors and Officers.
- ------------------------------------------------------------
ARTICLE FIVE of the Amended Regulations of the Registrant
governs the indemnification of officers and directors of the Registrant.
ARTICLE FIVE provides:
SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation 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, without limitation, any
action threatened or instituted by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal
action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. A person claiming indemnification under this Section 5.01
shall be presumed, in respect of any act or omission giving rise to
such claim for indemnification, to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal matter,
II-2
<PAGE> 4
to have had no reasonable cause to believe his conduct was unlawful,
and the termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, rebut such presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed action or
suit instituted by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in such
action or suit as to which he shall have been adjudged to be liable for
gross negligence or misconduct (other than negligence) in the
performance of his duty to the corporation unless and only to the
extent that the Court of Common Pleas of Franklin County, Ohio or the
court in which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in view
of all the circumstances of the case, he is fairly and reasonably
entitled to such indemnity as such Court of Common Pleas or such other
court shall deem proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding, to the
extent that an officer or director of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any claim,
issue or matter therein, he shall be promptly indemnified by the
corporation against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript
II-3
<PAGE> 5
costs) actually and reasonably incurred by him in connection with the
action, suit or proceeding.
SECTION 5.04. DETERMINATION REQUIRED. Any indemnification
required under Section 5.01 and not precluded under Section 5.02 shall
be made by the corporation only upon a determination that such
indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of conduct set
forth in Section 5.01. Such determination may be made only (A) by a
majority vote of a quorum consisting of directors of the corporation
who were not and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is not obtainable
or if a majority of a quorum of disinterested directors so directs, in
a written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation, or any person to
be indemnified, within the past five years, or (C) by the shareholders,
or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the
corporation is a party thereto) the court in which such action, suit or
proceeding was brought, if any; any such determination may be made by a
court under division (D) of this Section 5.04 at any time (including,
without limitation, any time before, during or after the time when any
such determination may be requested of, be under consideration by or
have been denied or disregarded by the disinterested directors under
division (A) or by independent legal counsel under division (B) or by
the shareholders under division (C) of this Section 5.04); and no
failure for any reason to make any such determination, by the
disinterested directors under division (A) or by independent legal
counsel under division (B) or by shareholders under division (C) of
this Section 5.04 shall be evidence in rebuttal of the presumption
recited in Section 5.01. Any determination made by the disinterested
directors under division (A) or by independent legal counsel under
division (B) of this Section 5.04 to make indemnification in respect of
any claim, issue or matter asserted in an action or suit threatened or
brought by or in the right of the corporation shall be promptly
communicated to the person who threatened or brought such action or
suit, and within ten (10) days after receipt of such notification such
person shall have the right to petition the Court of Common Pleas of
Franklin County, Ohio or the court in which such action
II-4
<PAGE> 6
or suit was brought, if any, to review the reasonableness of such
determination.
SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees
and transcript costs) incurred in defending any action, suit or
proceeding referred to in Section 5.01 shall be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
to or on behalf of the officer or director promptly as such expenses
are incurred by him, but only if such officer or director shall first
agree, in writing, to repay all amounts so paid in respect of any
claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the
merits or otherwise;
(A) if it is ultimately determined as provided in Section 5.04
that he is not entitled to be indemnified by the corporation as
provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or suit,
he shall have been adjudged to be liable for gross negligence or
misconduct (other than negligence) in the performance of his duty to
the corporation, unless and only to the extent that the Court of Common
Pleas of Franklin County, Ohio or the court in which such action or
suit was brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances, he is
fairly and reasonably entitled to all or part of such indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
authorized by this Article FIVE shall not be exclusive of, and shall be
in addition to, any other rights granted to any person seeking
indemnification under the Articles or the Regulations or any agreement,
vote of shareholders or disinterested directors, or otherwise, both as
to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be an officer or director of the corporation and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
SECTION 5.07. INSURANCE. The corporation may purchase and
maintain insurance or furnish similar
II-5
<PAGE> 7
protection, including but not limited to, trust funds, letters of
credit, or self-insurance on behalf of or for any person who is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the obligation or the power to
indemnify him against such liability under the provisions of this
Article FIVE. Insurance may be purchased from or maintained with a
person in which the corporation has a financial interest.
SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this
Article FIVE, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article FIVE
shall be deemed to have been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 5.01,
or in defense of any claim, issue or other matter therein, if such
action, suit or proceeding shall be terminated as to such person, with
or without prejudice, without the entry of a judgment or order against
him, without a conviction of him, without the imposition of a fine upon
him and without his payment or agreement to pay any amount in
settlement thereof (whether or not any such termination is based upon a
judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an
II-6
<PAGE> 8
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" within the meaning of
that term as used in this Article FIVE.
SECTION 5.09. VENUE. Any action, suit or proceeding to
determine a claim for indemnification under this Article FIVE may be
maintained by the person claiming such indemnification, or by the
corporation, in the Court of Common Pleas of Franklin County, Ohio. The
corporation and (by claiming such indemnification) each such person
consent to the exercise of jurisdiction over its or his person by the
Court of Common Pleas of Franklin County, Ohio in any such action, suit
or proceeding.
Division (E) of Section 1701.13 of the Ohio Revised Code
addresses indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree 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, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action
II-7
<PAGE> 9
or proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was
unlawful.
(2) A corporation may indemnify or agree 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 or suit by or in the right
of the corporation to procure a judgment in its favor, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be
made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that, the
court of common pleas or the court in which such action or suit was
brought determines, upon application, that, despite the adjudication of
liability, but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
II-8
<PAGE> 10
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for the corporation or any person to be indemnified within the past
five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the regulations
of a corporation state, by specific reference to this division, that
the provisions of this division do not
II-9
<PAGE> 11
apply to the corporation and unless the only liability asserted against
a director in an action, suit, or proceeding referred to in division
(E)(1)or (2) of this section is pursuant to section 1701.95 of the
Revised Code, expenses, including attorney's fees, incurred by a
director in defending the action, suit, or proceeding shall be paid by
the corporation as they are incurred, in advance of the final
disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director in which he agrees to do
both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
II-10
<PAGE> 12
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such
a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint
venture, trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving corporation as
he would if he had served the new or surviving corporation in the same
capacity.
The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might be
incurred by them in such capacity.
II-11
<PAGE> 13
Item 7. Exemption from Registration Claimed.
- ------------------------------------------------------
Not Applicable.
Item 8. Exhibits.
- ---------------------------
See the Index to Exhibits attached hereto at page II-16.
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 of 1933;
(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;
and
(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 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 with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
II-12
<PAGE> 14
(2) 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 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 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 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.
C. 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 provisions described in Item
6 of this Part II, 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 indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-13
<PAGE> 15
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 Worthington, State of Ohio, on the 1st day of
August, 1997.
WORTHINGTON FOODS, INC.
By: /s/ William T. Kirkwood
------------------------
William T. Kirkwood, Executive
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 1st day of August, 1997.
Signature Title
- --------- -----
Allan R. Buller* Chairman of the Board,
- --------------------------- Treasurer and Director
Allan R. Buller
Dale E. Twomley* President, Chief Executive
- --------------------------- Officer and Director
Dale E. Twomley
/s/ William T. Kirkwood Executive Vice President and
- --------------------------- Chief Financial Officer
William T. Kirkwood (Principal Financial Officer
and Principal Accounting
Officer)
*By Power of Attorney
/s/ William T. Kirkwood
- ---------------------------
William T. Kirkwood
(Attorney-in-Fact)
II-14
<PAGE> 16
Roger D. Blackwell* Director
- ---------------------------
Roger D. Blackwell
Emil J. Brolick* Director
- ---------------------------
Emil J. Brolick
George T. Harding, IV* Director
- ---------------------------
George T. Harding, IV
Donald G. Orrick* Director
- ---------------------------
Donald G. Orrick
William D. Parker* Director
- ---------------------------
William D. Parker
Francisco J. Perez* Director
- ---------------------------
Francisco J. Perez
Donald B. Shackleford* Director
- ---------------------------
Donald B. Shackleford
*By Power of Attorney
/s/ William T. Kirkwood
- ---------------------------
William T. Kirkwood
(Attorney-in-Fact)
II-15
<PAGE> 17
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
3(a) Amended and Restated Articles of Incorporation Incorporated herein by reference to
of Worthington Foods, Inc. (as filed with the the Registrant's Registration
Ohio Secretary of State on February 25, 1992) Statement on Form S-1 filed February
26, 1992 (Registration No. 33-45945)
("Registrant's Form S-1") [Exhibit
3(a)]
3(b) Certificate of Amendment to Amended and Restated Pages 19 through 26
Articles of Incorporation of Worthington Foods,
Inc. (as filed with the Ohio Secretary of State
on June 13, 1995)
3(c) Certificate of Amendment by Directors of Pages 27 through 29
Worthington Foods, Inc. (as filed with the Ohio
Secretary of State on May 6, 1997)
3(d) Certificate of Amendment by Shareholders to the Pages 30 through 32
Amended and Restated Articles of Incorporation
of Worthington Foods, Inc. (as filed with the
Ohio Secretary of State on May 6, 1997)
3(e) Amended and Restated Articles of Incorporation Pages 33 through 45
of Worthington Foods, Inc. (reflecting
amendments through May 6, 1997)[for purposes of
SEC reporting compliance only; not filed with
Ohio Secretary of State)
</TABLE>
II-16
<PAGE> 18
<TABLE>
<S> <C> <C>
3(f) Amended Regulations of Worthington Foods, Inc. Incorporated herein by reference to
Registrant's Form S-1 [Exhibit 3(b)]
4 Worthington Foods, Inc. 1993 Stock Option Plan Pages 46 through 53
for Non-Employee Directors (reflects share
splits and amendments through April 22, 1997)
5 Opinion of Vorys, Sater, Seymour and Pease as to Pages 54 and 55
legality
23(a) Consent of Ernst & Young LLP Pages 56 and 57
23(b) Consent of Vorys, Sater, Seymour and Pease Filed as part of Exhibit 5
24 Powers of Attorney Pages 58 through 68
</TABLE>
II-17
<PAGE> 1
Exhibit 3(b)
------------
Certificate of Amendment to
Amended and Restated
Articles of Incorporation of
Worthington Foods, Inc.
(as filed with the Ohio Secretary
of State on June 13, 1995)
<PAGE> 2
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
WORTHINGTON FOODS, INC.
The undersigned hereby certify that: (A) they are the duly
elected, qualified and acting President and Secretary, respectively, of
Worthington Foods, Inc., an Ohio corporation (the "Corporation"); (B) the
Amendment No. 1 to Amended and Restated Articles of Incorporation of the
Corporation included in the resolution attached hereto as Exhibit A and
incorporated herein by this reference was approved by the affirmative vote of at
least two-thirds of the directors of the Corporation at a meeting duly called
and held on June 13, 1995, at which a quorum was at all times present; and (C)
said resolution was adopted by the directors pursuant to the authority granted
to the directors in Article FOURTH of the Amended and Restated Articles of
Incorporation of the Corporation to provide for the issuance in one or more
series of any number of authorized and unissued preferred shares and to adopt
amendments to such Amended and Restated Articles in respect of any unissued or
treasury preferred shares to fix or change the number of shares to be included
in each such series and to fix the designation, relative rights, preferences,
qualifications and limitations of each such series
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands as of this 13th day of June, 1995.
/s/ Dale E. Twomley
----------------------------------
Dale E. Twomley, President
/s/ Ronald L. McDermott
----------------------------------
Ronald L. McDermott, Secretary
<PAGE> 3
EXHIBIT A
---------
RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Corporation in accordance with the provisions of its
Amended and Restated Articles of Incorporation, the Board of Directors hereby
adopts the following Amendment No. 1 to the Amended and Restated Articles of
Incorporation of the Corporation which creates a series of Preferred Shares,
without par value, of the Corporation and which states the designation and
number of shares, and which fixes the preferences and relative, participating,
optional and other special rights thereof and the qualifications, limitations or
restrictions thereof (in addition to the provisions set forth in the Amended and
Restated Articles of Incorporation of the corporation, as amended, which are
applicable to the Preferred Shares of all classes and series), as follows:
AMENDMENT NO. 1
to
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
WORTHINGTON FOODS, INC.
Series A Junior Participating Preferred Shares:
SECTION 1. DESIGNATION AND AMOUNT. One Hundred Fifty Thousand (150,000)
of the preferred shares, without par value ("Preferred Shares") of the
Corporation authorized, are designated "Series A Junior Participating Preferred
Shares" with the rights, preferences, privileges and restrictions specified
herein (the "Series A Preferred Shares"). Such number of shares may be increased
or decreased by resolution of the Board of Directors; PROVIDED, that no decrease
shall reduce the number of Series A Preferred Shares to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Shares.
SECTION 2. DIVIDENDS AND DISTRIBUTIONS.
(A) Subject to the rights of the holders of any shares of any
series of Preferred Shares (or any similar shares) ranking prior and
superior to the Series A Preferred Shares with respect to dividends,
the holders of Series A Preferred
A-1
<PAGE> 4
Shares, in preference to the holders of common shares, without par
value, (the "Common Shares"), of the Corporation, and of any other
junior Shares, shall be entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of March,
June, September and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing
on the first Quarterly Dividend Payment Date after the first issuance
of a Series A Preferred Share or fraction thereof, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $1.00
or (b) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends, and 100
times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in
Common Shares or a subdivision of the outstanding Common Shares (by
reclassification or otherwise) declared on the Common Shares since the
immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly Dividend Payment Date, since the first issuance
of any Series A Preferred Share or fraction thereof. In the event the
Corporation shall at any time declare or pay any dividend on the Common
Shares payable in Common Shares, or effect a subdivision or combination
or consolidation of the outstanding Common Shares (by reclassification
or otherwise than by payment of a dividend in Common Shares) into a
greater or lesser number of Common Shares, then in each such case the
amount to which holders of Series A Preferred Shares were entitled
immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of Common Shares outstanding
immediately after such event and the denominator of which is the number
of Common Shares that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Shares as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the
Common Shares (other than a dividend payable in Common Shares);
provided that, in the event no dividend or distribution shall have been
declared on the Common Shares during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1 per share on the Series A Preferred
Shares shall nevertheless be payable on each subsequent Quarterly
Dividend Payment Date.
A-2
<PAGE> 5
(C) Dividends shall begin to accrue and be cumulative on
outstanding Series A Preferred Shares from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless
the date of issue of such shares is prior to the record date for the
first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of Series A
Preferred Shares entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the Series A Preferred Shares in an amount
less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of
Series A Preferred Shares entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than
60 days prior to the date fixed for the payment thereof.
Section 3. VOTING RIGHTS. The holders of Series A Preferred Shares
shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each Series A Preferred Share shall entitle the holder thereof
to one (1) vote on all matters submitted to a vote of the shareholders
of the Corporation. In the event the Corporation shall at any time
declare or pay any dividend on the Common Shares payable in shares of
Common Shares, or effect a subdivision or combination or consolidation
of the outstanding Common Shares (by reclassification or otherwise than
by payment of a dividend in Common Shares) into a greater or lesser
number of Common Shares, then in each such case the number of votes per
share to which holders of Series A Preferred Shares were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of Common
Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately
prior to such event.
(B) Except as otherwise provided herein, in any other
Certificate of Amendment creating a series of Preferred Shares or any
similar shares, or by law, the holders of
A-3
<PAGE> 6
Series A Preferred Shares and the holders of Common Shares and any
other capital shares of the Corporation having general voting rights
shall vote together as one class on all matters submitted to a vote of
Shareholders of the corporation.
(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Shares shall have no special voting
rights and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Shares as set forth
herein) for taking any corporate action.
Section 4. CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Shares as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on Series A
Preferred Shares outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred
Shares;
(ii) declare or pay dividends, or make any other
distributions, on any shares of Shares ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Shares, except dividends paid ratably on the Series
A Preferred Shares and all such parity shares on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Shares, provided that the Corporation may at any time redeem, purchase
or otherwise acquire any such junior shares in exchange for shares of
the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred
Shares; or
(iv) redeem or purchase or otherwise acquire for
consideration any Series A Preferred Shares, or any shares ranking on a
parity with the Series A Preferred Shares, except in accordance with a
purchase offer made in writing
A-4
<PAGE> 7
or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of the Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner.
Section 5. REACQUIRED SHARES. Any Series A Preferred Shares purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued Preferred Shares
and may be reissued as part of a new series of Preferred Shares subject to the
conditions and restrictions on issuance set forth herein, in the Amended and
Restated Articles of Incorporation, or in any other Certificate of Amendment
creating a series of Preferred Shares or any similar shares or as otherwise
required by law.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Shares
unless, prior thereto, the holders of Series A Preferred Shares shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of Series A Preferred Shares shall be entitled to
receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of Common Shares, or (2) to the holders of shares ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Shares, except distributions made ratably on the
Series A Preferred Shares and all such parity shares in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time declare or pay any dividend on the Common Shares payable in Common
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares
A-5
<PAGE> 8
(by reclassification or otherwise than by payment of a dividend in Common
Shares) into a greater or lesser number of Common Shares, then in each such case
the aggregate amount to which holders of Series A Preferred Shares were entitled
immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of Common Shares outstanding immediately after
such event and the denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the Common Shares are exchanged for or changed into other shares or securities,
cash and/or any other property, then in any such case each Series A Preferred
Share shall at the same time be similarly exchanged or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to 100 times the aggregate amount of shares, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
Common Share is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Shares payable in Common Shares,
or effect a subdivision or combination or consolidation of the outstanding
Common Shares (by reclassification or otherwise than by payment of a dividend in
Common Shares) into a greater or lesser number of Common Shares, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of Series A Preferred Shares shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.
Section 8. NO REDEMPTION. The Series A Preferred Shares shall not be
redeemable.
Section 9. RANK. The Series A Preferred Shares shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Shares.
Section 10. AMENDMENT. The Amended and Restated Articles of
Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Shares so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding Series A Preferred
Shares, voting together as a single class.
A-6
<PAGE> 1
Exhibit 3(c)
------------
Certificate of Amendment
by Directors of Worthington
Foods, Inc. (as filed with
the Ohio Secretary of
State on May 6, 1997)
<PAGE> 2
Prescribed by
BOB TAFT, Secretary of State Charter No. __________
[THE SEAL 30 East Broad Street, 14th Floor Approved _____________
OF THE Columbus, Ohio 43266-0418 Date _________________
SECRETARY Form SH-AMD (January 1991) Fee
OF STATE
OF OHIO]
CERTIFICATE OF AMENDMENT
BY DIRECTORS OF
Worthington Foods, Inc.
- --------------------------------------------------------------------------------
(Name of Corporation)
Dale E. Twomley , who is:
- ----------------------------------------------------
[ ] Chairman of the Board [X] President [ ] Vice President (check one)
and
Ronald L. McDermott , who is:
- -------------------------------------------
[X] Secretary [ ] Assistant Secretary (Check One)
of the above name Ohio corporation for profit do hereby certify that:
[X] a meeting of the Board of Directors called and held on the 22nd day of
April, 1997,
[ ] in a writing signed by all of the Directors pursuant to Section 1701.54 of
the Ohio Revised Code,
the following resolution was adopted pursuant to Section 1701.70 (B) ( 1 )
(insert the proper paragraph number) of the Ohio Revised Code:
Please see Annex A for resolution adopted by Board of Directors
IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 22nd day of
April, 1997.
By /s/ Dale E. Twomley
-------------------------------
Dale E. Twomley, President
By /s/ Ronald L. McDermott
-------------------------------
Ronald L. McDermott, Secretary
NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
<PAGE> 3
Annex A
-------
RESOLVED, that pursuant to the authority
conferred upon the Board of Directors of the
Corporation pursuant to Article FOURTH, Paragraph
(A) of the Amended and Restated Articles of
Incorporation of the Corporation, as amended (the
"Articles"), and Section 1 of the terms and
conditions (the "Terms and Conditions") of the
Series A Junior Participating Preferred Shares of
the Corporation, included as part of the Articles,
the Board of Directors hereby amends Section 1 of
the Terms and Conditions by deleting the existing
Section 1 in its entirety and by substituting in its
place the following:
Section 1. DESIGNATION AND AMOUNT. Three
Hundred Thousand (300,000) of the preferred shares,
without par value ("Preferred Shares"), of the
Corporation authorized, are designated "Series A
Junior Participating Preferred Shares" with the
rights, preferences, privileges and restrictions
specified herein (the "Series A Preferred Shares").
Such number of shares may be increased or decreased
by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of Series A
Preferred Shares to a number less than the number of
shares then outstanding plus the number of shares
reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the
conversion of any outstanding securities issued by
the Corporation convertible into Series A Preferred
Shares.
<PAGE> 1
Exhibit 3(d)
------------
Certificate of Amendment
by Shareholders to the
Amended and Restated
Articles of Incorporation of
Worthington Foods, Inc.
(as filed with the Ohio
Secretary of State
on May 6, 1997)
<PAGE> 2
[THE SEAL Prescribed by
OF THE BOB TAFT, Secretary of State Charter No. __________
SECRETARY 30 East Broad Street, 14th Floor Approved _____________
OF STATE Columbus, Ohio 43266-0418 Date _________________
OF OHIO] Form SH-AMD (January 1991) Fee
CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
Worthington Foods, Inc.
- --------------------------------------------------------------------------------
(Name of Corporation)
Dale E. Twomley , who is:
- ----------------------------------------------------
[ ] Chairman of the Board [X] President [ ] Vice President (check one)
and
Ronald L. McDermott , who is:
- -------------------------------------------
[X] Secretary [ ] Assistant Secretary (Check One)
of the above name Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
[X] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on April 22, 1997 at which meeting a quorum of the
shareholders was present in person or by proxy, and by the affirmative vote
of the holders of shares entitling them to exercise 78.4% of the voting
power of the corporation.
[ ] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to amend
the articles was adopted:
Please see Annex A for resolution adopted by shareholders to amend Article
FOURTH of Amended and Restated Articles of Incorporation
IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 22nd day of
April, 1997.
By /s/ Dale E. Twomley
-------------------------------
Dale E. Twomley, President
By /s/ Ronald L. McDermott
-------------------------------
Ronald L. McDermott, Secretary
NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
<PAGE> 3
ANNEX A
-------
RESOLVED, that the first sentence of the first
paragraph of Article FOURTH of the Amended and
Restated Articles of Incorporation of the
Corporation be, and it hereby is, amended to
read as follows:
The authorized number of shares of the Corporation
is 32,000,000, of which 30,000,000 shall be common
shares, without par value (designated as "common
shares"), and 2,000,000 shall be preferred shares,
without par value (designated as "preferred shares").
<PAGE> 1
Exhibit 3(e)
------------
Amended and Restated
Articles of Incorporation of
Worthington Foods, Inc.
(reflecting amendments through May 6, 1997)
[for purposes of SEC
reporting compliance only; not filed with
Ohio Secretary of State]
<PAGE> 2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
WORTHINGTON FOODS, INC.
(reflects amendments through May 6, 1997)
[for purposes of SEC reporting compliance only;
not filed with Ohio Secretary of State]
The following provisions constitute the Amended and Restated
Articles of Incorporation of Worthington Foods, Inc. (hereinafter called the
"Amended Articles").
FIRST: The name of the corporation shall be Worthington Foods,
Inc. (the "Corporation").
SECOND: The place in Ohio where the principal office of the
Corporation is to be located is the City of Worthington, County of Franklin.
THIRD: The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
FOURTH: The authorized number of shares of the Corporation is
32,000,000, of which 30,000,000 shall be common shares, without par value
(designated as "common shares"), and 2,000,000 shall be preferred shares,
without par value (designated as "preferred shares"). The express terms of the
shares of each of such classes are as follows:
(A) The Board of Directors of the
Corporation is authorized to provide for the issuance from time to time in one
or more series of any number of authorized and unissued preferred shares. The
Board of Directors of the Corporation is further authorized, subject to
limitations prescribed by law and by the provisions of this Article FOURTH, to
adopt amendments to these Amended Articles in respect of any unissued or
treasury preferred shares to fix or change the number of shares to be included
in each such series, and to fix the designation, relative rights, preferences,
qualifications and limitations of the shares of each such series. Subject to
limitations prescribed by law, the authority of the Board of Directors of the
Corporation with respect to each such series shall include, but not be limited
to, a determination of the following:
<PAGE> 3
(1) The dividend rate on the shares of that
series, whether dividends shall be
cumulative, and, if so, from what date or
dates, and whether they shall be payable in
preference to, or in another relation to,
the dividends payable on any other class or
classes or series of shares;
(2) Whether that series shall have conversion or
exchange privileges and, if so, the terms
and conditions of such conversion or
exchange, including provision for adjustment
of the conversion or exchange rate in such
events as the Board of Directors of the
Corporation shall determine;
(3) Whether or not the shares of that series
shall be redeemable, and, if so, the terms
and conditions of such redemption, including
the manner of selecting shares for
redemption if less than all shares are to be
redeemed, the date or dates upon or after
which they shall be redeemable, and the
amount per share payable in case of
redemption, which amount may vary under
different conditions and at different
redemption dates;
(4) Whether that series shall be entitled to the
benefit of a purchase, retirement or sinking
fund, and, if so, the extent to and manner
in which such purchase, retirement or
sinking fund shall be applied to the
purchase or redemption of the shares of such
series for retirement or for other corporate
purposes and the terms and provisions
relative to the operation of such fund or
funds;
(5) The right of the shares of that series to
the benefit of conditions and restrictions
upon the creation of indebtedness of the
Corporation or of any subsidiary, upon the
issue of any additional shares (including
additional shares of such series or of any
other series) and upon the payment of
dividends or the making of other
distributions on, and the purchase,
redemption or other acquisition by the
Corporation or any subsidiary of, any
outstanding shares of the Corporation;
-2-
<PAGE> 4
(6) The right of the shares of that series in
the event of any voluntary or involuntary
dissolution or winding up of the Corporation
and whether such rights shall be in
preference to, or in another relation to,
the comparable rights of any other class or
classes or series of shares;
(7) The restrictions, if any, upon the payment
of dividends or the making of other
distributions on, and upon the purchase or
other acquisition of, the common shares; and
(8) Such other rights, preferences and
limitations as shall not be inconsistent
with these Amended Articles or applicable
law.
(B) Subject to the provisions of any
applicable law, the holders of outstanding preferred shares shall possess voting
power for the election of directors and for all other purposes, and each holder
of record of preferred shares shall be entitled to one vote for each preferred
share standing in his name on the books of the Corporation. Except as expressly
provided by law or these Amended Articles, the preferred shares and the common
shares shall be voted together as a single class.
(C) The Board of Directors of the
Corporation is authorized, subject to limitations prescribed by law and the
provisions of this Article FOURTH, to provide for the issuance from time to time
of any number of authorized and unissued common shares, and shall determine the
terms under which and the consideration for which the Corporation shall issue
its common shares.
(1) Subject to the provisions of any applicable
law, each holder of record of common shares
shall be entitled to one vote for each
common share standing in his name on the
books of the Corporation for the election of
directors and for all other purposes.
(2) Except as otherwise provided by the
resolution or resolutions providing for the
issue of any series of preferred shares,
after payment shall have been made to the
holders of preferred shares of the full
amount of dividends to which they shall be
entitled pursuant to the resolution or
resolutions providing for the issue of any
series of preferred shares, the holders of
common
-3-
<PAGE> 5
shares shall be entitled, to the exclusion
of the holders of preferred shares of any
and all series, to receive such dividends as
from time to time may be declared by the
Board of Directors of the Corporation.
(3) Except as otherwise provided by the
resolution or resolutions providing for the
issue of any series of preferred shares, in
the event of any liquidation, dissolution or
winding up of the Corporation, whether
voluntary or involuntary, after payment
shall have been made to the holders of
preferred shares of the full amount to which
they shall be entitled pursuant to the
resolution or resolutions providing for the
issue of any series of preferred shares, the
holders of common shares shall be entitled,
to the exclusion of the holders of preferred
shares of any and all series, to share,
ratably according to the number of common
shares held by them, in all remaining assets
of the Corporation available for
distribution to its shareholders.
Series A Junior Participating Preferred Shares:
Section 1. DESIGNATION AND AMOUNT. Three Hundred Thousand (300,000) of
the preferred shares, without par value ("Preferred Shares"), of the Corporation
authorized, are designated "Series A Junior Participating Preferred Shares" with
the rights, preferences, privileges and restrictions specified herein (the
"Series A Preferred Shares"). Such number of shares may be increased or
decreased by resolution of the Board of Directors; PROVIDED, that no decrease
shall reduce the number of Series A Preferred Shares to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Shares.
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(A) Subject to the rights of the holders of any shares of any
series of Preferred Shares (or any similar shares) ranking prior and
superior to the Series A Preferred Shares with respect to dividends,
the holders of Series A Preferred Shares, in preference to the holders
of common shares, without par value, (the "Common Shares"), of the
Corporation,
-4-
<PAGE> 6
and of any other junior Shares, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the
first day of March, June, September and December in each year (each
such date being referred to herein as a "Quarterly Dividend Payment
Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a Series A Preferred Share or fraction thereof,
in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.00 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all
cash dividends, and 100 times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions, other than a
dividend payable in Common Shares or a subdivision of the outstanding
Common Shares (by reclassification or otherwise) declared on the Common
Shares since the immediately preceding Quarterly Dividend Payment Date
or, with respect to the first Quarterly Dividend Payment Date, since
the first issuance of any Series A Preferred Share or fraction thereof.
In the event the Corporation shall at any time declare or pay any
dividend on the Common Shares payable in Common Shares, or effect a
subdivision or combination or consolidation of the outstanding Common
Shares (by reclassification or otherwise than by payment of a dividend
in Common Shares) into a greater or lesser number of Common Shares,
then in each such case the amount to which holders of Series A
Preferred Shares were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of
Common Shares outstanding immediately after such event and the
denominator of which is the number of Common Shares that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Shares as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the
Common Shares (other than a dividend payable in Common Shares);
provided that, in the event no dividend or distribution shall have been
declared on the Common Shares during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1 per share on the Series A Preferred
Shares shall nevertheless be payable on each subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding Series A Preferred Shares from the Quarterly Dividend
Payment Date next preceding the date of issue of
-5-
<PAGE> 7
such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of Series A Preferred Shares entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue
and be cumulative from such Quarterly Dividend Payment Date. Accrued
but unpaid dividends shall not bear interest. Dividends paid on the
Series A Preferred Shares in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at
the time outstanding. The Board of Directors may fix a record date for
the determination of holders of Series A Preferred Shares entitled to
receive payment of a dividend or distribution declared thereon, which
record date shall be not more than 60 days prior to the date fixed for
the payment thereof.
Section 3. VOTING RIGHTS. The holders of Series A Preferred Shares
shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each Series A Preferred Share shall entitle the holder thereof
to one (1) vote on all matters submitted to a vote of the shareholders
of the Corporation. In the event the Corporation shall at any time
declare or pay any dividend on the Common Shares payable in shares of
Common Shares, or effect a subdivision or combination or consolidation
of the outstanding Common Shares (by reclassification or otherwise than
by payment of a dividend in Common Shares) into a greater or lesser
number of Common Shares, then in each such case the number of votes per
share to which holders of Series A Preferred Shares were entitled
immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of Common
Shares outstanding immediately after such event and the denominator of
which is the number of Common Shares that were outstanding immediately
prior to such event.
(B) Except as otherwise provided herein, in any other
Certificate of Amendment creating a series of Preferred Shares or any
similar shares, or by law, the holders of Series A Preferred Shares and
the holders of Common Shares and any other capital shares of the
Corporation having general voting rights shall vote together as one
class on
-6-
<PAGE> 8
all matters submitted to a vote of Shareholders of the corporation.
(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Shares shall have no special voting
rights and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Shares as set forth
herein) for taking any corporate action.
Section 4. CERTAIN RESTRICTIONS.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Shares as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on Series A
Preferred Shares outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred
Shares;
(ii) declare or pay dividends, or make any other
distributions, on any shares of Shares ranking on a parity (either as
to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Shares, except dividends paid ratably on the Series
A Preferred Shares and all such parity shares on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Shares, provided that the Corporation may at any time redeem, purchase
or otherwise acquire any such junior shares in exchange for shares of
the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred
Shares; or
(iv) redeem or purchase or otherwise acquire for
consideration any Series A Preferred Shares, or any shares ranking on a
parity with the Series A Preferred Shares, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective annual
-7-
<PAGE> 9
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of the Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner.
Section 5. REACQUIRED SHARES. Any Series A Preferred Shares purchased
or otherwise acquired by the Corporation in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such shares
shall upon their cancellation become authorized but unissued Preferred Shares
and may be reissued as part of a new series of Preferred Shares subject to the
conditions and restrictions on issuance set forth herein, in the Amended and
Restated Articles of Incorporation, or in any other Certificate of Amendment
creating a series of Preferred Shares or any similar shares or as otherwise
required by law.
Section 6. LIQUIDATION, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Shares
unless, prior thereto, the holders of Series A Preferred Shares shall have
received $100 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of Series A Preferred Shares shall be entitled to
receive an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share to holders of Common Shares, or (2) to the holders of shares ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding
up) with the Series A Preferred Shares, except distributions made ratably on the
Series A Preferred Shares and all such parity shares in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up. In the event the Corporation shall at
any time declare or pay any dividend on the Common Shares payable in Common
Shares, or effect a subdivision or combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise than by payment of a
dividend in Common Shares) into a greater or lesser number of Common Shares,
then in each such case the aggregate amount to which holders of Series A
Preferred Shares were entitled immediately prior to such event under the proviso
-8-
<PAGE> 10
in clause (1) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.
Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the Common Shares are exchanged for or changed into other shares or securities,
cash and/or any other property, then in any such case each Series A Preferred
Share shall at the same time be similarly exchanged or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to 100 times the aggregate amount of shares, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
Common Share is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Shares payable in Common Shares,
or effect a subdivision or combination or consolidation of the outstanding
Common Shares (by reclassification or otherwise than by payment of a dividend in
Common Shares) into a greater or lesser number of Common Shares, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of Series A Preferred Shares shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of Common Shares
outstanding immediately after such event and the denominator of which is the
number of Common Shares that were outstanding immediately prior to such event.
Section 8. NO REDEMPTION. The Series A Preferred Shares shall not be
redeemable.
Section 9. RANK. The Series A Preferred Shares shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's Preferred Shares.
Section 10. AMENDMENT. The Amended and Restated Articles of
Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Shares so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding Series A Preferred
Shares, voting together as a single class.
FIFTH: The directors of the Corporation shall have the power
to cause the Corporation from time to time and at any time to purchase, hold,
sell, transfer or otherwise deal with (A) shares of any class or series issued
by it, (B) any security
-9-
<PAGE> 11
or other obligation of the Corporation which may confer upon the holder thereof
the right to convert the same into shares of any class or series authorized by
these Amended Articles, and (C) any security or other obligation which may
confer upon the holder thereof the right to purchase shares of any class or
series authorized by these Amended Articles. The Corporation shall have the
right to repurchase, if and when any shareholder desires to sell, or on the
happening of any event is required to sell, shares of any class or series issued
by the Corporation. The authority granted in this Article FIFTH shall not limit
the plenary authority of the directors to purchase, hold, sell, transfer or
otherwise deal with shares of any class or series, securities, or other
obligations issued by the Corporation or authorized by these Amended Articles.
SIXTH: A director or officer of the Corporation shall not be
disqualified by his office from dealing or contracting with the Corporation as
vendor, purchaser, employee, agent or otherwise. No contract or transaction
shall be void or voidable with respect to the Corporation for the reason that it
is between the Corporation and one or more of its directors or officers, or
between the Corporation and any other person in which one or more of its
directors or officers are directors, trustees, or officers, or have a financial
or personal interest, or for the reason that one or more interested directors or
officers participated in or voted at the meeting of the directors or a committee
thereof which authorized such contract or transaction, if in any such case (A)
the material facts as to the relationship or interest of such director, officer
or other person and as to the contract or transaction are disclosed or are known
to the directors or the committee, or such members thereof as shall be present
at any meeting at which action upon any such contract or transaction shall be
taken, and the directors or committee, in good faith reasonably justified by
such facts, authorized the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
constitute less than a quorum; or (B) the material facts as to the relationship
or interest of such director, officer or other person and as to the contract or
transaction are disclosed or known to the shareholders entitled to vote thereon
and the contract or transaction is specifically approved at a meeting of the
shareholders held for such purpose by the affirmative vote of the holders of
shares entitling them to exercise a majority of the voting power of the
Corporation held by persons not interested in the contract or transaction; or
(C) the contract or transaction is fair as to the Corporation as of the time it
is authorized or approved by the directors, a committee thereof, or the
shareholders. Common or interested directors may be counted in determining the
presence of a quorum at any meeting of the
-10-
<PAGE> 12
directors, or of a committee thereof, which authorizes the contract or
transaction.
SEVENTH: Shareholders of the Corporation shall not have the
right to vote cumulatively in the election of directors.
EIGHTH: No shareholder of the Corporation shall have, as a
matter of right, the pre-emptive right to purchase or subscribe for shares of
the Corporation of any class, now or hereafter authorized, or to purchase or
subscribe for securities or other obligations convertible into or exchangeable
for such shares or which by warrants or otherwise entitle the holders thereof to
subscribe for or purchase any such shares.
NINTH: (A) Notwithstanding any provision of the Ohio Revised
Code requiring for any purpose the vote, consent, waiver or release of the
holders of shares of the Corporation entitling them to exercise two-thirds or
any other proportion of the voting power of the Corporation or of any class or
classes thereof, such action, unless expressly otherwise provided by statute,
may be taken by the vote, consent, waiver or release of the holders of shares
entitling them to exercise not less than a majority of the voting power of the
Corporation or of such class or classes; provided, however, that if two-thirds
or more of the Continuing Directors of the Corporation (as hereinafter defined)
do not affirmatively vote in favor of any of the following matters, the
affirmative vote of the holders of shares of the Corporation entitling them to
exercise not less than eighty percent (80%) of the voting power of the
Corporation entitled to vote thereon, voting together as a single class at a
meeting of shareholders, shall be required (in addition to any other vote of any
class or classes required by statute) to adopt:
(1) A proposed amendment to these Amended
Articles or the adoption of new amended
articles;
(2) Proposed new regulations, or an alteration,
amendment or repeal of the existing
regulations of the Corporation;
(3) An agreement or merger or consolidation
providing for the merger or consolidation of
the Corporation with or into one or more
other corporations, if such merger or
consolidation would require approval of the
shareholders of the Corporation under Ohio
law;
-11-
<PAGE> 13
(4) A proposed "combination" or "majority share
acquisition" (as those terms are defined in
Title 17 of the Ohio Revised Code on
February 26, 1992) involving the issuance of
shares of the Corporation and requiring
approval of the shareholders of the
Corporation under Ohio law;
(5) A proposal to sell, lease, or exchange all
or substantially all of the property and
assets of the Corporation; or
(6) A proposed dissolution of the Corporation.
(B) For purposes of this Article NINTH, the
term Continuing Director of the Corporation shall mean (1) any person who was a
director of the Corporation on February 26, 1992, while such person is a
director of the Corporation, and (2) any person who subsequently becomes a
director of the Corporation, while such person is a director of the Corporation,
if such person's initial election to the Board of Directors of the Corporation
is recommended or approved by or the result of a nomination by the Board of
Directors or any committee thereof (at a time when a majority of the directors
then serving are Continuing Directors).
TENTH: These Amended and Restated Articles take the place of
and supersede the existing amended and restated articles of incorporation of
Worthington Foods, Inc.
-12-
<PAGE> 1
Exhibit 4
---------
Worthington Foods, Inc. 1993 Stock Option Plan for Non-Employee Directors
(reflects share splits and amendments through April 22, 1997)
46
<PAGE> 2
WORTHINGTON FOODS, INC. 1993 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS
(Reflects share splits and amendments through April 22, 1997)
1. PURPOSE AND ELIGIBILITY.
The purpose of this Worthington Foods, Inc. 1993 Stock Option Plan
for Non-Employee Directors (the "Directors Plan") is to enhance the value of
the shareholders' investment in Worthington Foods, Inc. (the "Company") by
encouraging those directors of the Company who are not full-time employees of
the Company or any of its subsidiaries (collectively, the "Outside Directors"
and individually, an "Outside Director") to acquire or increase and retain a
financial interest in the Company and thereby encouraging the Outside Directors
to remain as directors of the Company and to put forth maximum efforts for the
success of the Company.
It is intended that stock options ("Nonqualified Stock Options"), other
than incentive stock options ("ISOs") (as defined by Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code")), may be granted to Outside
Directors under the Directors Plan.
2. ADMINISTRATION OF THE DIRECTORS PLAN.
(a) GENERAL. The Directors Plan shall be administered by the Board of
Directors of the Company (the "Board").
(b) AUTHORITY OF THE BOARD. The Board shall have full power and
authority in its discretion, subject to and not inconsistent with the express
provisions of this Directors Plan, to administer the Directors Plan and to
exercise all the power and authority specifically granted to it under the
Directors Plan or necessary or advisable, in the sole and absolute discretion of
the Board, in the administration of the Directors Plan including, without
limitation, the authority to: interpret and construe any provision of the
Directors Plan or any option granted hereunder; make all required or appropriate
determinations under the Directors Plan or any option granted hereunder; adopt,
amend and rescind such rules and regulations relating to the Directors Plan as
the Board shall determine in its discretion subject to the express provisions of
the Directors Plan; and make all other determinations deemed by it necessary or
advisable for the administration of the Directors Plan.
(c) INTERPRETATION. The interpretation and construction of any
provision of the Directors Plan or any option granted hereunder and all
determinations by the Board in each case shall be final, binding and conclusive
with respect to all interested parties, unless otherwise determined by the
Board. No member of the Board shall be personally liable for any action, failure
to act, determination, interpretation or construction made in good faith with
respect to the Directors Plan or any option or transaction hereunder.
<PAGE> 3
(d) NO OTHER RIGHTS. Nothing contained in the Directors Plan, nor any
option granted pursuant to the Directors Plan, shall confer upon any Outside
Director covered by the Directors Plan any right to continue as a director of
the Company nor limit in any way the right of the Company to terminate his
status as a director at any time.
3. THE STOCK.
The shares available for issuance pursuant to the grant of options
under the Directors Plan shall consist of a maximum 375,000 common shares,
without par value (the "Common Stock"), of the Company, subject to adjustment as
provided in Section 6 hereof. All shares acquired upon the exercise of options
will be, in whole or in part, either Common Stock purchased by the Company in
the open market and held in the treasury of the Company or authorized and
unissued shares of Common Stock of the Company. Should an option (or a portion
thereof) expire for any reason without being exercised, the shares subject to
the portion of such option not so exercised shall be available for subsequent
grants under the Directors Plan.
4. EFFECTIVE DATE AND TERMINATION OF PLAN.
The Directors Plan was adopted by the affirmative vote of the Board of
Directors of the Company on February 9, 1993 and approved by the affirmative
vote of the shareholders of the Company on April 21, 1993. The Directors Plan
shall terminate upon the earlier of (i) April 22, 2003; or (ii) the date on
which all shares available for issuance under the Directors Plan have been
issued pursuant to the exercise of options granted hereunder; or (iii) the
determination of the Board that the Directors Plan shall terminate. No options
may be granted under the Directors Plan after the termination date, provided
that the options granted and outstanding on such date shall continue to have
force and effect in accordance with the provisions of the instruments evidencing
such options.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS.
(a) GRANT OF OPTIONS. Each person who was an Outside Director on April
21, 1993 was granted an option to purchase 16,666 shares of Common Stock (as
adjusted for share splits) effective on April 21, 1993. Any individual who was
newly elected or appointed an Outside Director after April 21, 1993 and prior to
February 18, 1997 was granted an option to purchase 16,666 shares of Common
Stock (as adjusted for share splits) effective on the third business day
following the date of his appointment or election to the Board. Any individual
who is first elected to the Board of Directors by the shareholders of the
Company on or after April 22, 1997, shall be granted an option to purchase 7,500
shares of Common Stock effective on the third business day after the date on
which he is so elected. In addition, each Outside Director who is re-elected to
the Board by the shareholders on or after April 22, 1997, shall be granted an
option, effective on the third business day after the date on which he is
re-elected to the Board of Directors, to purchase 7,500 shares of Common Stock.
If a person is appointed by the Board of Directors as an Outside Director to
fill a vacancy on or after February 18, 1997, then he shall be granted an
option, effective on the third business day after the date on which he is
appointed, to purchase a
2
<PAGE> 4
number of shares of Common Stock equal to (a) 2,500 times (b) the number
obtained by subtracting the calendar year in which he is appointed to the Board
from the calendar year in which his initial term of office shall expire.
(b) WHEN EXERCISABLE. Each option granted under the Directors Plan
prior to February 18, 1997 shall vest and become nonforfeitable when, and only
if, the Outside Director who has received the option continues to serve as a
director of the Company for a period of six months following the date on which
the option was granted. An option shall thereafter be fully vested and
exercisable for the total number of shares subject to the option. Each option
granted under the Directors Plan on or after February 18, 1997 shall vest and
become nonforfeitable with respect to 2,500 shares of Common Stock on each
anniversary of the grant date until the option is fully vested and exercisable
so long as the Outside Director who has been granted the option continues to
serve as a director of the Company on such anniversary date.
(c) PRICE. The option exercise price per share of each option shall be
equal to the fair market value of a share of Common Stock on the date of grant
(as defined in subsection (i) hereof); provided that, the option exercise price
shall be subject to adjustment as provided in Section 6 hereof.
(d) TERM OF OPTIONS. Options shall be effective on and shall be of a
term of five (5) years from the date of grant. Each such option shall be subject
to earlier termination as provided in subsection (f) hereof.
(e) NOTICE OF EXERCISE AND PAYMENT. To the extent that it is
exercisable, an option shall be exercised by oral or written notice to the
Company, stating the number of shares with respect to which the option is being
exercised and the intended manner of payment. The date of the notice shall be
the exercise date. Any oral notice of exercise shall be confirmed in writing in
all cases to the Company no later than concurrently with payment for the shares
as required herein. Payment for the shares purchased shall be made in full to
the Company within ten (10) business days after the exercise date in cash or
check payable to the order of the Company in an amount equal to the option price
for the shares being purchased, in whole shares of Common Stock of the Company
owned by the optionee having a fair market value on the exercise date (as
defined in subsection (i) hereof) equal to the option price for the shares being
purchased, or a combination of Common Stock and cash or check payable to the
order of the Company, equal in the aggregate to the option price for the shares
being purchased. Payments of Common Stock shall be made by delivery of stock
certificates properly endorsed for transfer in negotiable form. The person or
persons exercising an option on behalf of an optionee shall be required to
furnish to the Company appropriate documentation that such person or persons
have the full legal right and power to exercise the option on behalf of and for
the optionee.
(f) TERMINATION OF SERVICE.
(i) Except as otherwise provided herein, an optionee's
opinions are exercisable only by the optionee, are exercisable only while the
optionee is a director of the Company and
3
<PAGE> 5
then only if the options have become exercisable by their terms and shall
expire on the date the optionee ceases to be a director of the Company.
(ii) In the event of the death of an optionee while a director
of the Company, any unexercised options of such optionee granted under the
Directors Plan (whether or not then exercisable by their terms) shall become
immediately exercisable by his estate for a period ending on the earlier of the
fixed expiration date of such options or twelve months after the date of death,
after which period such options shall expire. For purposes hereof, the estate of
an optionee shall be defined to include the legal representatives thereof or any
person who has acquired the right to exercise an option by reason of the death
of the optionee.
(iii) In the event an optionee ceases to be a director of the
Company by reason of a permanent disability (as defined below), any unexercised
options of such optionee (whether or not then exercisable by their terms) shall
become immediately exercisable for a period ending on the earlier of the fixed
expiration date of such options or twelve months from the date the optionee
ceases to be a director after which period such options shall expire. For
purposes hereof, "permanent disability" shall be deemed to be the inability of
the optionee to perform the duties of a director of the Company because of a
physical or mental disability as evidenced by the opinion of a Company-approved
doctor of medicine.
(g) TRANSFERABILITY OF OPTIONS. Any option granted hereunder shall be
transferable only by will or the laws of descent and distribution and shall be
exercisable during the lifetime of the optionee only by the optionee or by his
guardian or legal representative.
(h) TAX WITHHOLDING. Any option granted hereunder shall provide for
appropriate arrangements for the satisfaction by the Company and the optionee of
all federal, state, local or other income, excise or employment taxes or tax
withholding requirements applicable to the exercise of the option or the later
disposition of the shares of Common Stock or other property thereby acquired and
all such additional taxes or amounts as determined by the Board in its
discretion. "Appropriate arrangements" may include the right to withhold Common
Stock upon exercise of an option to satisfy withholding obligations.
(i) FAIR MARKET VALUE. The "fair market value" of a share of Common
Stock on any relevant date for purposes of any provision of the Directors Plan
shall be the last reported sales price of a share of Common Stock on the Nasdaq
National Market System on such date or, if there are no reported sales on such
date, then the last reported sales price on the next preceding day on which such
a sale was transacted.
(j) OPTION AGREEMENT. Each option granted under the Directors Plan
shall be evidenced by an option agreement (an "Agreement") duly executed on
behalf of the Company and by the Outside Director to whom such option is granted
and dated as of the applicable date of grant. Each Agreement shall be signed on
behalf of the Company by an officer or officers delegated such authority by the
Board. Each Agreement shall comply with and be subject to the terms and
conditions of the Directors Plan. Any Agreement may contain such other terms,
provisions and
4
<PAGE> 6
conditions not inconsistent with the Directors Plan or Rule 16b-3 under
Section 16 of the Securities Exchange Act of 1934, as amended ("Rule 16b-3"),
as may be determined by the Board.
6. ADJUSTMENT AND CHANGES IN THE COMMON STOCK.
(a) ADJUSTMENTS. In the event that the outstanding shares of Common
Stock of the Company shall be changed into or exchanged for a different kind of
shares of stock or other securities of the Company or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of such shares of
Common Stock shall be increased through the payment of a stock dividend or the
declaration of a stock split, then there shall be substituted for or added to
each share of Common Stock of the Company theretofore appropriated or thereafter
subject or which may become subject to an option under the Directors Plan, the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock of the Company shall be so changed, or for
which each such share shall be exchanged, or to which each such share shall be
entitled, as the case may be. Outstanding options shall also be appropriately
amended as to price and other terms as may be necessary to reflect the foregoing
events. In the event there shall be any other change in the number or kind of
the outstanding shares of Common Stock of the Company, or of any stock or other
securities into which such stock shall have been changed, or for which it shall
have been exchanged, then if such change equitably requires an adjustment in any
option theretofore granted or which may be granted under the Directors Plan,
such adjustment shall be made by the Board in accordance with such
determination. Fractional shares resulting from any adjustment in options
pursuant to this Section 6 shall be rounded to the nearest whole number of
shares.
(b) NOTICE OF ADJUSTMENT. Notice of any adjustment shall be given by
the Company to each holder of an option which shall have been so adjusted,
provided that such adjustment (whether or not such notice is a given) shall be
effective and binding for all purposes of the Directors Plan and any instrument
issued thereunder.
(c) OTHER PROVISIONS. The grant of options under the Directors Plan
shall in no way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets.
7. REGULATORY REQUIREMENTS.
(a) REGISTRATION OF SHARES. No option granted pursuant to the Directors
Plan shall be exercisable in whole or in part if at any time the Board shall
determine in its discretion that the registration or qualification of the shares
of Common Stock subject to such option on any securities exchange or under any
applicable law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection with, the granting
of such option or the issue of shares thereunder, unless such registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Board. Any option issued under the
Directors Plan in a transaction that is subject to Chapter 1707 of the Ohio
Revised Code shall not be exercisable except for shares of Common Stock which at
the time of
5
<PAGE> 7
exercise are exempt, are the subject of an exempt transaction or are
registered, under said Chapter 1707.
(b) TRANSFER OF SHARES. If shares of Common Stock subject to an option
are sold and transferred upon the exercise thereof to a person who (at time of
such exercise or thereafter) controls, is controlled by or is under common
control with the Company, or are sold and transferred in reliance upon
exemptions under the Securities Act of 1933, as amended (the "Act"), or the
securities laws of any state, then upon such sale and transfer:
(i) Such shares shall not be transferable
by the holder thereof, and neither the Company nor
its transfer agent or registrar, if any, shall be
required to register or otherwise to give effect to
any transfer thereof and may prevent any such transfer,
unless the Company shall have received an opinion
from its counsel to the effect that any such
transfer would not violate the Act or the applicable
laws of any state; and
(ii) The Company shall cause each stock
certificate evidencing such shares to bear a legend
reflecting applicable restrictions on the transfer
thereof and may use the following or any other
appropriate legend for that purpose:
SHARES EVIDENCED BY THIS CERTIFICATE ARE
OWNED BY A PERSON WHO MAY BE DEEMED AN AFFILIATE OF
THE COMPANY WITHIN THE MEANING OF RULE 144
PROMULGATED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT") AND MAY NOT BE SOLD, TRANSFERRED OR
DISTRIBUTED EXCEPT PURSUANT TO (l) AN EFFECTIVE
REGISTRATION STATEMENT REGISTERING THE SHARES UNDER
THE ACT OR (2) UNTIL THE COMPANY HAS RECEIVED AN
OPINION FROM ITS COUNSEL TO THE EFFECT THAT SUCH
TRANSFER DOES NOT VIOLATE THE ACT OR THE APPLICABLE
LAWS OF ANY STATE.
(c) NO OBLIGATION. Nothing contained in the Directors Plan or elsewhere
shall be construed to require the Company to take any action whatsoever to make
exercisable any option granted under the Directors Plan or to make transferable
any shares of Common Stock issued upon the exercise of any such option.
8. AMENDMENT OF THE DIRECTORS PLAN.
The Board may amend, terminate or suspend the Directors Plan at any
time, in its sole and absolute discretion; provided that, shareholder approval
of any such amendment of the Directors Plan shall be required if such approval
is required (a) to satisfy the requirements of Rule 16b-3;
6
<PAGE> 8
(b) to satisfy applicable requirements of the Code; or (c) to satisfy applicable
requirements of the Nasdaq National Market System.
9. SHAREHOLDER RIGHTS.
An optionee shall have none of the rights of a shareholder of the
Company with respect to any shares subject to any option granted hereunder until
such individual shall have exercised the option and been issued shares therefor.
10. SEVERABILITY.
If any provision of the Directors Plan shall cause the Directors Plan
to violate any provision of any applicable law, rule or government regulation or
to be considered null and void, such provision shall be severed from the
Directors Plan and shall be null and void or shall be deemed null and void ab
initio, as shall be appropriate or necessary, and the Directors Plan shall
continue in full force and effect as if such provision were not part of the
Directors Plan.
11. USE OF PROCEEDS.
The proceeds received by the Company from the sale of shares pursuant
to the exercise of options granted under the Directors Plan shall be used for
general corporate purposes.
12. EXPENSES.
The expenses of the Directors Plan shall be borne by the Company.
7
<PAGE> 1
Exhibit 5
---------
[VORYS, SATER, SEYMOUR AND PEASE LETTERHEAD]
(614) 464-6400
August 5, 1997
Board of Directors
Worthington Foods, Inc.
900 Proprietors Road
Worthington, OH 43085
Gentlemen:
We are familiar with the proceedings taken and proposed to be
taken by Worthington Foods, Inc., an Ohio corporation (the "Company"), in
connection with the adoption of an amendment to the Worthington Foods, Inc. 1993
Stock Option Plan for Non-Employee Directors (as amended, the "Plan") to make an
additional 175,000 common shares, without par value (the "Common Shares")
available pursuant to the Plan, the granting of options to purchase Common
Shares pursuant to the Plan and the issuance and sale of Common Shares of the
Company upon exercise of options granted and to be granted under the Plan, as
described in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission on August 6,
1997. The purpose of the Registration Statement is to register the additional
175,000 Common Shares reserved for issuance under the Plan pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
In connection with this opinion we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the Plan; (c)
the Company's Amended and Restated Articles of Incorporation, as amended to
date; (d) the Company's Amended Regulations; and (e) certain proceedings of the
directors and shareholders of the Company. We have also relied upon such
representations of the Company and officers of the Company and such authorities
of law as we have deemed relevant as a basis for this opinion.
We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent
<PAGE> 2
Board of Directors
Worthington Foods, Inc.
August 5, 1997
Page 2
investigation to determine the existence or absence of any facts, and no
inference as to our knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that:
1. When options for the purchase of not more than the
additional 175,000 Common Shares covered by the Registration Statement have been
granted to eligible directors of the Company in accordance with the terms of the
Plan, such options will be legally constituted and binding obligations of the
Company in accordance with their terms.
2. After the additional 175,000 Common Shares covered by the
Registration Statement have been issued by the Company upon the exercise of
options granted under the Plan, against payment of the purchase price therefor,
in accordance with the terms of the Plan, said Common Shares will be validly
issued, fully paid and non-assessable, assuming compliance with applicable
federal and state securities laws.
Our opinion is limited to the General Corporation Law of Ohio
in effect as of the date hereof. This opinion is furnished by us solely for the
benefit of the Company in connection with the offering of the Common Shares
pursuant to the Plan and the filing of the Registration Statement and any
amendments thereto. This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to
us therein.
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease
VORYS, SATER, SEYMOUR AND PEASE
<PAGE> 1
Exhibit 23(a)
-------------
Consent of Ernst & Young LLP
56
<PAGE> 1
Exhibit 24
----------
Powers of Attorney
58
<PAGE> 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 30th day of July, 1997.
/s/ Allan R. Buller
-------------------------------
Allan R. Buller
59
<PAGE> 3
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 24th day of July, 1997.
/s/ Dale E. Twomley
-------------------------------
Dale E. Twomley
60
<PAGE> 4
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 24th day of July, 1997.
/s/ William T. Kirkwood
-------------------------------
William T. Kirkwood
61
<PAGE> 5
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 29th day of July, 1997.
/s/ Roger D. Blackwell
-------------------------------
Roger D. Blackwell
62
<PAGE> 6
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 30th day of July, 1997.
/s/ Emil J. Brolick
-------------------------------
Emil J. Brolick
63
<PAGE> 7
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 30th day of July, 1997.
/s/ George T. Harding, IV
-------------------------------
George T. Harding, IV
64
<PAGE> 8
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 30th day of July, 1997.
/s/ Donald G. Orrick
-------------------------------
Donald G. Orrick
65
<PAGE> 9
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 30th day of July, 1997.
/s/ William D. Parker
-------------------------------
William D. Parker
66
<PAGE> 10
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 30th day of July, 1997.
/s/ Francisco J. Perez
-------------------------------
Francisco J. Perez
67
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and/or director of WORTHINGTON FOODS, INC., an Ohio corporation, which is about
to file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a REGISTRATION STATEMENT
ON FORM S-8 for the registration of certain of its common shares for offering
and sale pursuant to the WORTHINGTON FOODS, INC. 1993 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS, hereby constitutes and appoints DALE E. TWOMLEY and
WILLIAM T. KIRKWOOD, and each of them, as 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 such Registration
Statement and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, granting unto
each of said attorneys-in-fact and agents, and substitute or substitutes, 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
things that each of said attorneys-in-fact and agents, or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
as of this 29th day of July, 1997.
/s/ Donald B. Shackelford
-------------------------------
Donald B. Shackelford
68
