<PAGE>
As filed with the Securities and Exchange Commission on June 2, 1999.
Registration No. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
PROVENA FOODS INC.
(Exact name of Registrant as specified in its charter)
California 95-2782215
(State or Other Jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
5010 Eucalyptus Avenue, Chino, CA 91710
(Address of Principal Executive Office) (Zip Code)
________________
1988 STOCK PURCHASE PLAN
(Full title of Plan)
________________
Theodore L. Arena
President and Chief Executive Officer
5010 Eucalyptus Avenue
Chino, CA 91710
(Name and address of agent for service)
(909) 627-1082
(Telephone Number, Including Area Code, of Agent of Service)
________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price per Aggregate Offering Registration
to be registered registered/(1)/ Share /(2)/ Price/(2)/ Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock no par
value.................. 500,000 shares $3.125 $1,562,500 $434.38
===============================================================================================================
</TABLE>
/(1)/ Includes such additional shares as may become issuable as a result of
applicable anti-dilution provisions.
/(2)/ Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended, based
on the closing sale price of the Company's Common Stock as reported on the
American Stock Exchange on May 26, 1999.
<PAGE>
PROVENA FOODS INC.
In this Registration Statement, the "Company," "we," "us" and "our" refers to
Provena Foods Inc.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed with the Securities and Exchange Commission (the
"Commission") pursuant to Form S-8 adopted under the Securities Act of 1933, as
amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by us with the Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated by reference:
(a) Our Annual Report on Form 10-K for the fiscal year ended December
31, 1998 filed with the Commission on March 18, 1999 pursuant to
Section 13(a) or 15(d) of the Exchange Act.
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999 filed with the Commission on April 30, 1999 pursuant to
Section 13(a) or 15(d) of the Exchange Act.
(c) Our Proxy Statement for the Annual Meeting of Shareholders filed
with the Commission on March 18, 1999 pursuant to Section 13(a)
or 15(d) of the Exchange Act.
(d) The description of our common stock, no par value, of the Company
contained in a registration statement filed under Section 12 of
the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.
All documents which the Company files pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in
this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Registration Statement.
Item 4. Description of Securities
Inapplicable
2
<PAGE>
Item 5. Interests of Named Experts and Counsel
Inapplicable
Item 6. Indemnification of Directors and Officers
The statutes, charter provisions, Bylaws, Indemnification Agreements,
or other arrangements under which any controlling person, director or officer of
the registrant is insured or indemnified in any manner against any liability
which he may incur in his capacity as such, are as follows:
The Company has adopted provisions in its Articles of Incorporation
("Articles") that eliminate to the fullest extent permissible under California
law the liability of its directors for monetary damages. Such limitation of
liability does not affect the availability of equitable remedies such as
injunctive relief or rescission.
The Company's Articles and Bylaws provide that the Company shall
indemnify its directors and officers to the fullest extent permitted under
California law, and the forms of indemnification include indemnification in
circumstances in which indemnification is otherwise discretionary under
California law. The Company has obtained an insurance policy covering officers
and directors for claims made that such officers or directors may otherwise be
required to pay or for which the Company is required to indemnify them, subject
to certain exclusions.
Item 7. Exemption from Registration Claimed
Inapplicable
Item 8. Exhibits
The following exhibits are filed pursuant to Item 601 of Regulation S-
K:
Exhibit
Number Exhibits
______ ________
4.1 1988 Stock Purchase Plan/(1)/
5.1 Opinion of Fisher Thurber LLP including consent of such counsel
/(2)/
23.1 Consent of KPMG LLP/(2)/
23.2 Consent of Fisher Thurber LLP (included in Exhibit 5.1) /(2)/
____________________
/(1)/ Incorporated by reference to the exhibits filed with the Form S-8
Registration Statement filed with the Commission on August 17, 1988.
/(2)/ Filed herewith.
3
<PAGE>
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
unless, with respect to paragraphs (i) and (ii), the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act, that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(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 Provena Foods Inc. 1988 Stock Purchase Plan.
B. The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of a
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference into this 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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Chino, State of California, on the 1st day of June,
1999.
Provena Foods Inc.
By: /s/ Theodore L. Arena
---------------------
Theodore L. Arena, President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Theodore L. Arena, President and Chief Executive
Officer, and Thomas J. Mulroney, Chief Financial Officer, and each of them, as
such person's true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his or her substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures
- ----------
/s/ Theodore L. Arena /s/ John D. Determan
- --------------------------------------- ----------------------------------
Theodore L. Arena John D. Determan
President and Chief Executive Officer Chairman of the Board and Director
June 1, 1999 June 1, 1999
/s/ Ronald A. Provera /s/ Santo Zito
- --------------------------------------- ----------------------------------
Ronald A. Provera Santo Zito
Secretary and Director Vice President and Director
June 1, 1999 June 1, 1999
5
<PAGE>
/s/ Thomas J. Mulroney
- ---------------------------------------
Thomas J. Mulroney
Chief Financial Officer and Director
June 1, 1999
6
<PAGE>
FORM S-8
PROVENA FOODS INC.
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 1988 Stock Purchase Plan/(1)/
5.1 Opinion of Fisher Thurber LLP including consent of such counsel
/(2)/
23.1 Consent of KPMG LLP/(2)/
23.2 Consent of Fisher Thurber LLP (included in Exhibit 5.1)/(2)/
____________________
/(1)/ Incorporated by reference to the exhibits filed with the Form S-8
Registration Statement filed with the Commission on August 17, 1988.
/(2)/ Filed herewith.
7
<PAGE>
EXHIBIT 5.1
May 27, 1999
Board of Directors
Provena Foods Inc.
5010 Eucalyptus Avenue
Chino, CA 91710
Re: Form S-8 Registration Statement
Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and Exchange Commission on or
about June 1, 1999 to register 500,000 shares of common stock, no par value per
share (the "Common Stock"), of Provena Foods Inc., a California corporation (the
"Company") pursuant to the Company's 1988 Stock Purchase Plan ("Stock Purchase
Plan").
For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examination, we have examined, among other things, originals and copies,
certified and otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and relying upon the foregoing examination and assumptions,
we are of the opinion that, assuming the Registration Statement shall have
become effective pursuant to the provisions of the Securities Act of 1933, as
amended, the shares of Common Stock being offered in the Registration Statement,
when issued in accordance with the Registration Statement and the provisions of
the Stock Purchase Plan will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement., and any amendments thereto.
FISHER THURBER LLP
By: /s/ David A. Fisher
-------------------------------------
David A. Fisher
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
--------------------------------
The Board of Directors
Provena Foods Inc.:
We consent to the use of our report dated February, 1, 1999, related to the
balance sheets of Provena Foods, Inc. as of December 31, 1998 and 1997, and the
related statements of earnings, shareholders' equity and cash flows for each of
the years in the three year period ended December 31, 1998, incorporated herein
by reference.
KPMG LLP
Orange County, California
June 1, 1999
