SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form S-8
Registration Statement under The Securities Act of 1933
GALAXY FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 25-1391475
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
2441 Viscount Row, Orlando, Florida 32809
(Address of Principal Executive Offices including Zip Code)
ANGELO S. MORINI, PRESIDENT
Galaxy Foods Company
2441 Viscount Row, Orlando, Florida 32809
(Name and address of agent for service)
(407) 855-5500
(Telephone Number, including area code, of agent for service)
COPY TO:
JEFFREY E. DECKER, ESQUIRE
Baker & Hostetler LLP
200 South Orange Avenue, Suite 2300
Orlando, Florida 32801
Telephone: (407) 649-4000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Each Maximum Maximum Amount of
Class of Amount to Offering Aggregate Registrati
Securities be Price Offering on Fee
to be Registere Per Price
Registered d (1) Share(2)
Common Stock, 60,000 $3.7815 $226,890 $63.08
$.01 par value
(1)Pursuant to Rule 416(a), also covers additional securities
that may be offered as a result of stock splits, stock
dividends or similar transactions.
(2)Estimated solely for the purpose of calculating the
registration fee, in accordance with Rule 457(h), on the
basis of the price of securities of that same class, as
determined in accordance with Rule 457(c), using the
average of the high and low prices for the Common Stock as
reported on the Amex Stock Exchange on February 28, 2000,
which was $3.7815.
<PAGE> 2
This Registration Statement of Form S-8 is being filed to
register, pursuant to the Securities Act of 1933, as amended (the
"Act"), 10,000 additional shares of the Common Stock, $.01 par
value (the "Common Stock"), of Galaxy Foods Company (the
"Company"), issuable pursuant to the Company's 1996 Amendment and
Restatement of the 1991 Non-Employee Directors Stock Option Plan,
as amended (the "Director Plan") and 50,000 additional shares of
Common Stock issuable pursuant to the Company's 1991 Stock
Purchase Plan, as amended (the "Purchase Plan"). The contents of
the Registration Statement on Form S-8, File No. 33-46167,
previously filed by the Company with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by
reference in this Registration Statement and made a part hereof.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
AMENDMENTS TO THE PLANS
Effective as of August 6, 1996, the Company amended the
Director Plan to increase the maximum number of underlying shares
for which options may be granted to eligible directors thereunder
from 143 per year to 286 per year. Effective as of February 10,
2000, the Company amended the Director Plan to increase the
number of shares of Common Stock subject thereto by 10,000 shares
to a total of 14,786 shares and to extend the expiration date of
the Director Plan to September 29, 2006.
Effective as of February 26, 1999, the Company amended the
Purchase Plan to increase the number of shares of Common Stock
subject thereto by 50,000 shares to a total of 85,714 shares.
Effective as of February 10, 2000, the Company amended the
Purchase Plan to extend the expiration date of the Purchase Plan
to January 31, 2006.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which previously have been filed by
the Company with the Commission are incorporated herein by
reference and made a part hereof:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999;
(ii) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended June 30, 1999, September 30, 1999, and
December 31, 1999; and
(iii) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the
Annual Report referred to in (i) above.
All reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the exchange
act subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto which
indicates that all securities offered hereunder have been sold or
which de-registers all securities and remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports and documents.
Any statement contained herein or in any document
incorporated or deemed to be 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
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statements so modified or
superseded shall not be deemed to constitute a part of this
Registration Statement except as so modified or superseded.
<PAGE> 3
EXHIBITS
Unless otherwise indicated below as being incorporated by
reference to another filing of the Company with the Commission,
each of the following exhibits is filed herewith:
Exhibit
Number Description of Document
* 4.1 Galaxy Foods Company 1991 Stock Purchase Plan
(filed as Exhibit 4(h) in the Registrant's Registration
Statement on Form S-8 filed with the Commission
under file number 33-46167 and incorporated herein
by reference).
* 4.2 Galaxy Foods Company 1996 Amendment and Restatement of the 1991
Non-Employee Director Stock Option Plan (filed as
Exhibit 10.29 in the Registrant's Annual Report on Form 10-K
filed for the fiscal year ended March 31, 1997 and
incorporated herein by reference).
5.1 Legal Opinion of Baker & Hostetler LLP,
counsel to the Registrant.
23.1 Consent of BDO Seidman LLP, independent
auditors of the Registrant.
23.2 Consent of Baker & Hostetler LLP, counsel to
the Registrant (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature
page hereto).
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 Orlando, State of Florida, on the 29th day of
February, 2000.
GALAXY FOODS COMPANY
By:/s/Angelo S. Morini
Angelo S. Morini,
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below on this
Registration Statement hereby constitutes and appoints Angelo S.
Morini and Keith A. Ewing and each of them, with full power to
act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution,
severally, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including
post-effective amendments and amendments thereto) to this
registration statement, 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, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of
them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
<PAGE> 4
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.
SIGNATURES
Signatures Title Date
/s/Angelo Morini Chairman of the Board of Directors, February 29, 2000
Angelo S. Morini President, Chief Executive Officer
(Principal Executive Officer)
/s/Keith A. Ewing Chief Financial Officer (Principal February 29, 2000
Keith A. Ewing Financial Officer and Principal
Accounting Officer)
/s/Joseph Juliano Director February 29, 2000
Joseph Juliano
/s/Marshall Luther Director February 29, 2000
Marshall K. Luther
/s/Douglas Walsh Director February 29, 2000
Douglas A. Walsh
<PAGE> 5
INDEX TO EXHIBITS
Exhibit
Number Description of Documents Page
* 4.1 Galaxy Foods Company 1991 Stock Purchase Plan (filed
as Exhibit 4(h) in the Registrant's Registration
Statement on Form S-8 filed with the Commission under file
number 33-46167 and incorporated herein by reference).
* 4.2 Galaxy Foods Company 1996 Amendment and Restatement
of the 1991 Non-Employee Director Stock Option
Plan (filed as Exhibit 10.29 in the Registrant's Annual
Report on Form 10-K filed for the fiscal year ended March 31,
1997 and incorporated herein by reference).
5.1 Legal Opinion of Baker & Hostetler LLP, counsel to the
Registrant.
23.1 Consent of BDO Seidman LLP, independent auditors of the
Registrant.
23.2 Consent of Baker & Hostetler LLP, counsel to the Registrant
(contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page hereto).
<PAGE> 6
EXHIBIT 5.1
February 29, 2000
Galaxy Foods Company
2441 Viscount Row
Orlando, Florida 32809
Ladies and Gentlemen:
We have acted as counsel for Galaxy Foods Company, a
Delaware corporation (the "Company"), in connection with the
registration of shares of common stock of the Company, par value
$.01 per share (the "Shares"), pursuant to the Registration
Statement on Form S-8 (No. 33-46167) filed by the Company with
the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Registration
Statement"). The Registration Statement is being filed to
register 10,000 additional Shares for offer and sale under and
pursuant to the Company's 1996 Amendment and Restatement of the
1991 Non-Employee Directors Stock Option Plan (the "Director
Plan") and 50,000 additional Shares for offer and sale under and
pursuant to the Company's 1991 Stock Purchase Plan (the "Purchase
Plan").
In connection with the registration of 10,000 additional
Shares for offer and sale under the pursuant to the Director Plan
and 50,000 additional Shares for offer and sale under the
Purchase Plan, we have examined the Company's Certificate of
Incorporation, as amended, the Company's Bylaws, and the records,
as exhibited to us, of the proceedings taken by the Company in
connection with the registration of the Shares.
It is our opinion that the Shares, when issued and sold in
the manner described in the Registration Statement and the
related Prospectus, will be legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and further consent to all
references to us in the Registration Statement and any amendments
thereto.
Very truly yours,
BAKER & HOSTETLER LLP
/s/ Baker & Hostetler LLP
<PAGE> 7
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of Registration Statement (S-8,
No. 33-46167) relating to the 1996 Amendment and Restatement of
the 1991 Non-Employee Director Stock Option Plan and the 1991
Stock Purchase Plan of our report dated June 8, 1999 relating to
the financial statements of Galaxy Foods Company appearing in the
Company's Annual Report on Form 10-K for the year ended March 31,
1999.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Orlando, Florida
February 28, 2000
