As filed with the Securities and Exchange Commission on August 1, 1995
Registration No. 33-41901
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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INTERSTATE BAKERIES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 43-1470322
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12 East Armour Boulevard
Kansas City, Missouri 64111
(816) 561-6600
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(Address, including zip code, and telephone
number, including area code, of Registrant's
principal executive offices)
INTERSTATE BAKERIES CORPORATION
1991 STOCK OPTION PLAN
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(Full title of the plan)
Ray Sandy Sutton, Esq.
Interstate Bakeries Corporation
12 East Armour Boulevard
Kansas City, Missouri 64111
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(Name and address of agent for service)
(816) 561-6600
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(Telephone number, including area code, of agent for service)
Copies to:
Jennings J. Newcom, Esq.
Shook, Hardy & Bacon P.C.
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105
Pursuant to Rule 416(a) under the Securities Act of 1933, the amount of
securities registered under the Registration Statement shall include an
indeterminate number of additional Common Stock that may become issuable
pursuant to the anti-dilution provisions of the Plan.
<PAGE>
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT
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INTERSTATE BAKERIES CORPORATION
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On July 21, 1995, the stockholders of Interstate Bakeries Corporation
(the "Company") authorized an amendment to the Company's 1991 Stock Option
Plan (the "Plan") increasing the number of shares reserved for issuance
thereunder upon the exercise of options from 2,031,534 shares of Common Stock,
$.01 par value to 4,000,000 shares. Accordingly, the Company's Form S-8
Registration Statement (File No. 33-41901) (the "Registration Statement") is
hereby amended to confirm the registration under the Securities Act of 1933
as amended (the "Act") of all 4,000,000 shares of Common Stock issuable under
the Plan. The Registration Statement is further amended to provide that,
pursuant to Rule 416(a) under the Act, the amount of securities registered
under the Registration Statement shall include an indeterminate number of
additional shares of Common Stock that may become issuable pursuant to the
anti-dilution provisions of the Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Interstate
Bakeries Corporation 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned thereunto duly authorized, in the City of
Kansas City, State of Missouri, on July 26, 1995.
INTERSTATE BAKERIES CORPORATION
By: /s/ Charles A. Sullivan
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Charles A. Sullivan
Chairman of the Board and
Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ Charles A. Sullivan Chairman of the Board, July 21, 1995
-------------------------- Chief Executive Officer and
Charles A. Sullivan Director
(Principal Executive Officer)
/s/ Paul E. Yarick Vice President and Treasurer July 21, 1995
-------------------------- (Principal Financial Officer)
Paul E. Yarick
/s/ John F. McKenny Vice President and Corporate July 21, 1995
-------------------------- Controller
John F. McKenny (Principal Accounting Officer)
/s/ G. Kenneth Baum Director July 21, 1995
--------------------------
G. Kenneth Baum
/s/ Leo Benatar Director July 21, 1995
--------------------------
Leo Benatar
/s/ E. Garrett Bewkes, Jr. Director July 21, 1995
--------------------------
E. Garrett Bewkes, Jr.
/s/ Philip Briggs Director July 21, 1995
--------------------------
Philip Briggs
/s/ Robert B. Calhoun, Jr. Director July 21, 1995
--------------------------
Robert B. Calhoun, Jr.
/s/ Frank E. Horton Director July 21, 1995
--------------------------
Frank E. Horton
<PAGE>
INTERSTATE BAKERIES CORPORATION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
EXHIBIT INDEX
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No. Description
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4.1* The Company's Restated Certificate of Incorporation,
as amended, was filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K, filed August 19, 1994, and
is herein incorporated by reference.
4.3* Amendment No. 1 to the Interstate Bakeries
Corporation 1991 Stock Option Plan was filed as an
exhibit to the Company's Definitive Proxy Statement
for the Special Meeting of Stockholders held
July 21, 1995 and is hereby incorporated by
reference.
5* Opinion of Shook, Hardy & Bacon P.C.
23.1* Consent of Shook, Hardy & Bacon P.C.
23.2* Consent of Deloitte & Touche.
24* Powers of Attorney.
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* Previously Filed
