As filed with the Securities and Exchange Commission on August 1, 1996
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PepsiCo, Inc.
(Exact name of registrant as specified in its charter)
North Carolina 13-1584302
(State of Incorporation) (I.R.S. No.)
Purchase, New York 10577
(Address of principal executive offices, including zip code)
1995 Stock Option Incentive Plan
(Full title of the Plan)
Kathleen Allen Luke, Esq.
Vice President, Corporate Division Counsel
PepsiCo, Inc.
Purchase, New York 10577
(Name and address of agent for service)
(914) 253-3691
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title Amount to be maximum Proposed maximum
of registered * offering aggregate Amount of
securities price per offering price * registration fee *
to be share *
registered
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PepsiCo,
Inc. Capital
Stock, par 7,000,000 $32.125 $224,875,000.00 $77,543.00
value 1-2/3
cents per share
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*The 7,000,000 shares being registered represent the approximate number of
shares awardable in 1996 under the Plan described herein, as estimated solely
for the purpose of calculating the registration fee. Pursuant to Rule 457(h)
under the Securities Act of 1933, the offering price and registration fee have
been calculated on the basis of the exercise price of the options awarded under
the Plan described herein, which was $32.125.
<PAGE>
Explanation Statement
This Registration Statement is being filed pursuant to General Instruction
E of Form S-8 to register additional shares of PepsiCo, Inc. Captial Stock in
connection with the 1995 Stock Option Incentive Plan, Registration Statement No.
33-61731, which is incorporated herein by reference.
<PAGE>
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 on its behalf therunto
duly authorized, in Purchase, New York, on this 1st day of August, 1996.
PepsiCo, Inc.
By: /s/ LAWRENCE F. DICKIE
---------------------------------
Lawrence F. Dickie
Vice President, Associate General
Counsel and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
D. Wayne Calloway * Chairman of the Board August 1, 1996
(D. Wayne Calloway)
Robert G. Dettmer * Executive Vice President August 1, 1996
(Robert G. Dettmer) and Chief Financial
Officer
Robert L. Carleton * Senior Vice President August 1, 1996
(Robert L. Carleton) and Controller (Chief
Accounting Officer)
John F. Akers * Director August 1, 1996
(John F. Akers)
Robert E. Allen * Director August 1, 1996
(Robert E. Allen)
Roger A. Enrico * Vice Chairman of the Board August 1, 1996
(Roger A. Enrico) and Chief Executive Officer
Ray L. Hunt * Director August 1, 1996
(Ray L. Hunt)
John J. Murphy * Director August 1, 1996
(John J. Murphy)
Steven S Reinemund* Director August 1, 1996
(Steven S Reinemund)
Sharon Percy Rockefeller * Director August 1, 1996
(Sharon Percy Rockefeller)
Franklin A. Thomas * Director August 1, 1996
(Franklin A. Thomas)
P. Roy Vagelos * Director August 1, 1996
(P. Roy Vagelos)
Craig E. Weatherup* Director August 1, 1996
(Craig E. Weatherup)
Arnold R. Weber * Director August 1, 1996
(Arnold R. Weber)
*By: /s/ LAWRENCE F. DICKIE
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(Lawrence F. Dickie)
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
4 PepsiCo, Inc. 1995 Stock Option Incentive Plan, as
filed as Exhibit 4(c) to PepsiCo's Registration
Statement on Form S-8 (Registration No. 33-61731) is
incorporated herein by reference.
5 Opinion and consent of Kathleen Allen Luke, Esq.,
Vice President and Corporate Division Counsel of
PepsiCo.
15 Letter from KPMG Peat Marwick LLP regarding unaudited interim
financial information, incorporated by reference from Exhibit 15 to
PepsiCo's Quarterly Report on Form 10-Q/A for the twelve weeks ended
March 23, 1996 and PepsiCo's Quarterly Report on Form 10-Q for the
twelve and twenty-four weeks ended June 15, 1996.
23 (a) Consent of KPMG Peat Marwick LLP
(b) The consent of Kathleen Allen Luke, Esq. is
contained in her opinion filed as Exhibit 5.
24 (a) Power of Attorney of PepsiCo, Inc. and certain of its officers
and directors, filed as Exhibit 24 to PepsiCo's Annual Report on
Form 10-K for the fiscal year ended December 30, 1995, is
incorporated herein by reference.
(b) Power of Attorney of certain directors of PepsiCo,
Inc.
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*Previously filed or incorporated by reference
EXHIBIT 5
August 1, 1996
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 19577
Dear Sir or Madam:
As Vice President, Corporate Division Counsel of PepsiCo, Inc.
("PepsiCo"), I have acted as counsel to PepsiCo in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed
today with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
7,000,000 shares of PepsiCo Capital Stock, par value 1-2/3 cents per share (the
"Shares"), pursuant to the PepsiCo 1995 Stock Option Incentive Plan (the
"Plan").
In connection with the opinion set forth below, I have examined such
records and documents and have made such investigations of law and fact as I
have deemed necessary.
Based upon the foregoing, it is my opinion that the Shares being
registered pursuant to the Registration Statement to which this opinion is an
exhibit, when sold in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Legal Opinion". In giving this consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ KATHLEEN ALLEN LUKE, ESQ.
Exhibit 23 (a)
Consent of Independent Auditors
The Board of Directors
PepsiCo, Inc.
We consent to the use of our audit report dated February 6, 1996 on the
consolidated financial statements and schedule of PepsiCo, Inc. and Subsidiaries
as of December 30, 1995 and December 31, 1994 and for each of the years in the
three-year period ended December 30, 1995 incorporated herein by reference in
the Registration Statement on Form S-8 of PepsiCo, Inc. pertaining to the 1995
Stock Option Incentive Plan and to the reference to our firm under the heading
"Experts" in the Registration Statement.
Our audit report refers to PepsiCo, Inc.'s adoption of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" in 1995 and the Company's adoption of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" and the Company's change in
the method of calculating the market-related value of pension plan assets used
in the determination of pension expense in 1994.
Further, we acknowledge our awareness of the use therein of our review reports
dated April 30, 1996 and July 23, 1996 related to our review of interim
financial information. Our review reports refer to PepsiCo, Inc.'s adoption of
the Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" in 1995 and the Company's adoption of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits" and the
Company's change in the method of calculating the market-related value of
pension plan assets used in the determination of pension expense in 1994.
Pursuant to Rule 436(c) under the Securities Act of 1933, such review reports
are not considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
/s/ KPMG PEAT MARWICK LLP
New York, New York
August 1, 1996
POWER OF ATTORNEY
Each of the undersigned, an officer or director, or both, of PepsiCo, Inc.
does hereby appoint Edward V. Lahey, Jr. and Lawrence F. Dickie, and each of
them severally, his true and lawful attorney-in-fact to execute on his behalf
the following documents and any and all amendments thereto (including
post-effective amendments):
(i) Registration Statements No. 33-8677, 33-39283, 33-53232 and 33-64342
relating to the offer and sale of PepsiCo's Debt Securities and Warrants, and
any registration statements deemed by any such attorney-in-fact to be necessary
or appropriate to register the offer and sale of debt securities or warrants by
PepsiCo or guarantees by PepsiCo of any of its subsidiaries' debt securities or
warrants;
(ii) Registration Statements No. 33-4635, 33-21607, 33-30372, 33-31844,
33-37271, 33-37978, 33-47314 and 33-47527 all relating to the primary and/or
secondary offer and sale of PepsiCo Capital Stock issued or exchanged in
connection with acquisition transactions, and any registration statements deemed
by any such attorney-in-fact to be necessary or appropriate to register the
primary and/or secondary offer and sale of PepsiCo Capital Stock issued or
exchanged in acquisition transactions;
(iii)Registration Statements No. 33-29037, 33-35602, 33-42058, 33-51496,
33-54731 and 33-66150 relating to the offer and sale of shares of PepsiCo
Capital Stock under the PepsiCo SharePower Stock Option Plan; Registration
Statements No. 33-38014, 33-30658 and 33-43189 relating to the extension of the
PepsiCo SharePower Stock Option Plan to employees of Pepsi-Cola Operating
Company of Chesapeake and Indianapolis; Registration Statements No. 33-35601,
33-42122, 33-56666 and 33-66146 relating to the extension of the PepsiCo
SharePower Stock Option Plan to employees of Monsieur Henri; Registration
Statement No. 33-42121 relating to the extension of the PepsiCo SharePower Stock
Option Plan to employees of Pepsi-Cola of Washington D.C., L.P.; Registration
Statement No. 33-66144 relating to the extension of the PepsiCo SharePower Stock
Option Plan to employees of Chevys, Inc.; Registration No. 33-66148 relating to
the extension of the PepsiCo SharePower Stock Option Plan to employees of
Southern Tier Pizza Hut, Inc.; Registration Statement No. 33-50685 relating to
the extension of the PepsiCo SharePower Stock Option Plan to employees of Snack
Ventures Europe, a joint venture between PepsiCo Foods International and General
Mills, Inc., and any registration statements deemed by any such attorney-in-fact
to be necessary or appropriate to register the offer and sale of shares of
PepsiCo Capital Stock under the PepsiCo SharePower Stock Option Plan to
employees of PepsiCo or otherwise;
(iv) Registration Statements No. 2-82645, 2-99532, 2-93163, 33-10488,
33-51514 and 33-60965 covering the offer and sale of shares of PepsiCo Capital
Stock under the Long Term Savings Programs of PepsiCo, Pizza Hut, Inc., Taco
Bell Corp. and Kentucky Fried Chicken Corporation, and any registration
statements deemed by any such attorney-in-fact to be necessary or appropriate to
register the offer and sale of shares of PepsiCo Capital Stock under the long
term savings programs of any other subsidiary of PepsiCo;
(v) Registration Statement No. 33-61731 pertaining to the offer and sale of
PepsiCo Capital Stock under PepsiCo's 1995 Stock Option Incentive Plan,
Registration Statement No. 33-54733, relating to the offer and sale of shares of
PepsiCo Capital Stock under PepsiCo's 1994 Long-Term Incentive Plan,
Registration Statement No. 33-19539 relating to the offer and sale of shares of
PepsiCo Capital Stock under PepsiCo's 1987 Incentive Plan and resales of such
shares by officers of PepsiCo, and Registration Statement No. 2-65410 relating
to the offer and sale of shares of PepsiCo Capital Stock under PepsiCo's 1979
Incentive Plan, 1972 Performance Share Plan, as amended, and various option
plans, and resales of such shares by officers of PepsiCo;
(vi) Registration Statement No. 33-22970 relating to the offer and sale of
shares of PepsiCo Capital Stock under PepsiCo's 1988 Director Stock Plan; and
(vii)all other applications, reports, registrations, information, documents
and instruments filed or required to be filed by PepsiCo with the Securities and
Exchange Commission, any stock exchanges or any governmental official or agency
in connection with the listing, registration or approval of PepsiCo Capital
Stock, PepsiCo debt securities or warrants, other securities or PepsiCo
guarantees of its subsidiaries' debt securities or warrants, or the offer and
sale thereof, or in order to meet PepsiCo's reporting requirements to such
entities or persons;
and to file the same, with all exhibits thereto and other documents in
connection therewith, and each of such attorneys shall have the power to act
hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of April 1,
1996.
/s/ Ray L. Hunt /s/ Steven S Reinemund
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Ray L. Hunt Steven S Reinemund
/s/ Christopher A. Sinclair /s/ Craig E. Weatherup
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Christopher A. Sinclair Craig E. Weatherup
