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As filed with the Securities and Exchange Commission on December
23, 1996.
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RISER FOODS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 34-1570363
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
5300 Richmond Road, Bedford Heights, Ohio 44146
(Address of Principal Executive Offices) (Zip Code)
RISER FOODS, INC.
STOCK INCENTIVE PLAN FOR KEY EMPLOYEES
(Full title of the plan)
S. Lee Kohrman, Esq.
Kohrman Jackson & Krantz
20th Floor, One Cleveland Center
1375 East Ninth Street
Cleveland, Ohio 44114
(Name and address of agent for service)
(216) 736-7216
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum Amount
Securities Amount Maximum Aggregate of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
Class A
Common Stock,
$.01 par value 52,100 $ 23.63 $ 1,231,123 $ 373.07
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Registrant incorporates by reference the Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on October 10, 1991, Registration Number 33-43245
including any amendment or reports filed for the purpose of
updating such descriptions.
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 Cleveland, State of Ohio, on December 16, 1996.
RISER FOODS, INC.
By: /s/ Anthony C. Rego
Anthony C. Rego
Chairman of the Board and
Chief Executive Officer
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:
Name Title Date
/s/ Anthony C. Rego Chairman of the Board,
Anthony C. Rego Chief Executive
Officer and Director December 16, 1996
/s/ Charles A. Rini, Sr. President, Chief
Charles A. Rini, Sr. Operating Officer
and Director December 16, 1996
/s/ Ronald W. Ocasek Senior Vice President,
Ronald W. Ocasek Chief Financial Officer,
Treasurer and Director December 16, 1996
2<PAGE>
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/s/ Charles A. Rego Senior Vice President
Charles A. Rego and Director December 16, 1996
/s/ Thomas A. Rego Senior Vice President,
Thomas A. Rego Secretary and Director December 16, 1996
/s/ Charles A. Rini Director December 16, 1996
Charles A. Rini
/s/ Charles A. Rini, Jr. Director December 16, 1996
Charles A. Rini, Jr.
Director December , 1996
Anthony Rini
/s/ S. Lee Kohrman Director December 16, 1996
S. Lee Kohrman
Director December , 1996
Robert H. Kanner
Director December , 1996
William A. Miller
Director December , 1996
James A. Schlindwein
Director December , 1996
Jack A. Robinson
3
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EXHIBIT INDEX
Exhibit Sequential
No. Description Page No.
3.l* Second Restated Certificate of Incorporation
of the Registrant .......................... n/a
3.2* By-Laws of the Registrant .................. n/a
5 Opinion of Counsel ......................... 5
10.6(c)(l)** Riser Foods, Inc. Stock Incentive
Plan for Key Employees ................. n/a
23.l*** Consent of Counsel ......................... n/a
23.2 Consent of Independent Accountant .......... 7
* Incorporated by reference from the Registrant's
Registration Statement on Form S-8 (Registration No.
33-59329) as filed with the Securities and Exchange
Commission on May 15, 1995.
** Incorporated by reference from the Registrant's
Registration Statement on Form S-4 (Registration No.
33-21392) as filed with the Securities and Exchange
Commission on April 21, 1988.
*** Included in Exhibit 5 to this Registration Statement.
4<PAGE>
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EXHIBIT 5
5<PAGE>
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KOHRMAN JACKSON & KRANTZ P.L.L.
ATTORNEYS AT LAW
20th FLOOR, ONE CLEVELAND CENTER
CLEVELAND, OHIO 44114
216-696-8700
TELECOPIER
216-621-6536
December 17, 1996
Securities and Exchange commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:Registration Statement on Form S-8 of Riser Foods, Inc.
Gentlemen:
We have acted as counsel for Riser Foods, Inc. (the
"Company") in connection with the filing with the Securities and
Exchange Commission of the Registration Statement on Form S-8,
including the exhibits thereto (the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as
amended, of 52,100 shares of the Company's Class A Common Stock,
$.01 par value (the "Shares").
As counsel for the Company, we have examined the
Registration Statement and such other documents as we have deemed
necessary to examine as a basis for rendering our opinion.
Based upon the foregoing, we are of the opinion that:
(a) The Company has been incorporated and is validly
existing as a corporation under the laws of the State of Delaware.
(b) The Shares have been duly authorized and, when (l)
the pertinent provisions of the Securities Act of 1933, as amended,
and of such securities laws of such jurisdictions as may be
applicable, have been complied with, and (2) the Shares have been
duly delivered against payment therefor in accordance with the
terms of the Riser Foods, Inc. Stock Incentive Plan for Key
Employees, the Shares will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
/s/ Kohrman Jackson & Krantz, P.L.L.
6<PAGE>
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EXHIBIT 23.2
7<PAGE>
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ARTHUR ANDERSEN
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Riser Foods, Inc. and Subsidiaries:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated August 30, 1996 included in Riser Foods, Inc. Form 10-
K for the year ended June 29, 1996 and incorporated by reference
into this registration statement.
/s/ Arthur Andersen LLP
Cleveland, Ohio
December 16, 1996
8
