As filed with the Securities and Exchange
Commission on July 26, 2000.
Registration Statement No. ________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933, AS AMENDED
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RALSTON PURINA COMPANY
(Exact name of registrant as specified in its charter)
Missouri 43-0470580
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Checkerboard Square, St. Louis, MO 63164
(Address of principal executive offices) (Zip Code)
RALSTON PURINA COMPANY
SAVINGS INVESTMENT PLAN
(Full title of the plan)
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Nancy E. Hamilton, Esq., Vice President, Secretary and Senior Counsel
RALSTON PURINA COMPANY
Checkerboard Square
St. Louis, Missouri 63164
(Name and address of agent for service)
Telephone Number of agent for service: (314) 982-2296
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed
Title Of Securities Proposed Maximum
To Be Registered Amount To Be Maximum Aggregate Amount Of
(1) Registered Offering Offering Registration Fee
Price Per Share
(3)
Ralston Purina
Common Stock
$.10 par value 5,000,000 $19.78125 $98,906,250 $26,111.25
(2)
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan described herein.
(2) Includes one attached Common Stock Purchase Right per share.
(3) Under Rule 457 (c) and (h), the registration fee was based on the
average of the high and low prices of the Common Stock as reported on
the New York Stock Exchange on July 20, 2000.
PART I
The Section 10 (a) prospectus relating to the Savings Investment Plan is omitted
from this Registration Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No. 1-4582) by
Ralston Purina Company (hereinafter the "Registrant") are incorporated by
reference:
(i) Annual Report on Form 10-K for the year ended September 30, 1999,
(ii) Quarterly Reports on Form 10-Q for the periods ended December 31, 1999
and March 31, 1999,
(iii) Current Reports on Form 8-K dated February 18, 2000, April 14, 2000,
and July 25, 2000,
(iv) Annual Report on Form 11-K for the Plan for the fiscal year ended
December 31, 1999, and
(v) The description of the Registrant's shares of common stock, including
the Rights related to the shares as set forth in the First Amended
Rights Agreement dated as of May 28, 1998 between the Registrant
and Norwest Bank Minnesota, N.A., as Rights Agent, contained in the
Registrant's Form 8-A Registration Statements under the Securities
Exchange Act of 1934, filed on March 29, 1996, as amended
January 21, 1999, including any amendments or reports filed for the
purpose of updating such information.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is deemed to be incorporated by reference herein 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.
The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the securities and obligations being
registered has been passed upon for the Registrant by Nancy E. Hamilton, Vice
President, Secretary and Senior Counsel for the Registrant. Ms. Hamilton is
paid a salary by the Registrant and participates in various employee benefit
plans offered to employees generally, including the Ralston Purina Company
Savings Investment Plan, as well as in plans offered to a limited number of key
employees. Ms. Hamilton directly and beneficially owns shares of the
Registrant's common stock, holds options to purchase additional shares of common
stock, and holds restricted shares of common stock. Additionally, shares of the
Registrant's common stock are allocated to Ms. Hamilton's account under the
Ralston Purina Company Savings Investment Plan.
The financial statements incorporated in this Registration Statement by
reference to the Registrant's Annual Report on Form 10-K for the year ended
September 30, 1999, have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting. PricewaterhouseCoopers LLP has
served as independent accountant to the Registrant since 1955, and has no equity
or other interest in Registrant.
Item 6. Indemnification of Directors and Officers.
Under the terms of Section 351.355 of the Missouri General and Business
Corporation Law ("GBCL") and the Registrant's Restated Articles of
Incorporation, the Registrant must indemnify any person who is or was a
director, officer or employee of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
and all expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him or her in connection with
any civil, criminal, administrative or investigative action, proceeding or claim
(including an action by or in the right of the Registrant) by reason of the fact
that he or she is or was serving in such capacity, provided that such person's
conduct is not finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct. As permitted by the Registrant's Restated
Articles, the Registrant has entered into contracts with each of its directors
and certain officers guaranteeing the indemnification provisions stated in the
Restated Articles and providing for advancement to such individuals of legal
fees and other expenses necessary in defending against such actions, proceedings
or claims.
The Registrant has directors' and officers' insurance which protects each
director and officer from liability for actions taken in their capacity as
directors or officers. This insurance may provide broader coverage for such
individuals in certain situations than may be required by the provisions of
Section 351.355 or the Registrant's Restated Articles of Incorporation.
The foregoing represents a summary of the general effect of Missouri law
and the Registrant's Restated Articles of Incorporation for purposes of general
description only. Additional information regarding indemnification of directors
and officers can be found in Section 351.355 of the Missouri GBCL, the
Registrant's Restated Articles of Incorporation and its pertinent insurance
contracts.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit 4.1 Ralston Purina Company Savings Investment Plan.
Exhibit 4.2 Ralston Purina Retirement Plan.
Exhibit 5 Opinion of Nancy E. Hamilton, Vice President, Secretary and
Senior Counsel.
Exhibit 23 Consent of Independent Accountants.
Exhibit 24 Power of Attorney (included in Signature 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 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 in the registration statement;
(iii) to include any material information with respect to the plan
or 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
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 the registration statement.
(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 the 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted with respect to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933, 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 of 1933, and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
The Registrant. 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 St. Louis, Missouri, as of the 19th day
of July, 2000.
RALSTON PURINA COMPANY
By: /s/ W. Patrick McGinnis
-----------------------
W. Patrick McGinnis
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stanley M. Rea, Nancy E. Hamilton and Charles S.
Sommer, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments), and to file the 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 and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities described
as of July 24, 2000.
SIGNATURE TITLE
--------- -----
/s/ William P. Stiritz Chairman of the Board
-----------------------------
William P. Stiritz
/s/ W. Patrick McGinnis Director and Chief Executive
----------------------------- Officer and President
W. Patrick McGinnis
/s/ James R. Elsesser Vice President, Chief
----------------------------- Financial Officer and
James R. Elsesser Treasurer
/s/ Anita M. Wray Vice President and
----------------------------- Controller
Anita M. Wray
/s/ David R. Banks Director
-----------------------------
David R. Banks
/s/ John H. Biggs Director
-----------------------------
John H. Biggs
/s/ Donald Danforth, Jr. Director
-----------------------------
Donald Danforth, Jr.
/s/ William H. Danforth Director
-----------------------------
William H. Danforth
/s/ David C. Farrell Director
-----------------------------
David C. Farrell
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ M. Darrell Ingram Director
------------------------------
M. Darrell Ingram
/s/ Richard A. Liddy Director
------------------------------
Richard A. Liddy
/s/ John F. McDonnell Director
------------------------------
John F. McDonnell
/s/ Katherine D. Ortega Director
------------------------------
Katherine D. Ortega
/s/ Ronald L. Thompson Director
------------------------------
Ronald L. Thompson
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator of the Ralston Purina Company Savings Investment Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, as of the 19th day of July, 2000.
RALSTON PURINA COMPANY,
as Plan Administrator
By: /s/ W. Patrick McGinnis
-----------------------------
W. Patrick McGinnis
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibits
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4.1 Ralston Purina Company Savings Investment Plan
4.2 Ralston Purina Retirement Plan
5 Opinion of Nancy E. Hamilton, Vice President, Secretary
and Senior Counsel
23 Consent of Independent Accountants
(provided electronically)
24 Power of Attorney (included in Signature Page)
