<PAGE> 1
As filed with the Securities and Exchange Commission on July 28, 1997.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
THE MORNINGSTAR GROUP INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 75-2217488
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
JOSEPH B. ARMES
5956 SHERRY LANE 5956 SHERRY LANE
SUITE 1500 SUITE 1500
DALLAS, TEXAS 75225-6522 DALLAS, TEXAS 75225-6522
(Address, Including Zip Code, (214) 360-4700
of Registrant's Principal (Name, Address, Including Zip
Executive Offices) Code, and Telephone Number,
Including Area Code, of
Agent for Service)
THE MORNINGSTAR GROUP INC.
1994 INCENTIVE AND NONSTATUTORY
STOCK OPTION PLAN
(Full Title of the Plan)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered (1) Registered (1) Per Share (2) Offering Price (2) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,690,000 Shares $33.44 $89,953,600 $27,258.67
$.01 Par Value
===========================================================================================================================
</TABLE>
(1) This Registration Statement relates to 2,690,000 shares of common
stock, $.01 par value per share ("Common Stock"), of The Morningstar
Group Inc. (the "Registrant") which may become issuable under The
Morningstar Group Inc. 1994 Incentive and Nonstatutory Stock Option
Plan. Pursuant to Rule 416(a) promulgated under the Securities Act of
1933, as amended (the "Securities Act"), there is also being
registered an indeterminate number of additional shares of Common
Stock as may become issuable as a result of stock splits, stock
dividends or similar transactions.
(2) In accordance with sections (c) and (h)(1) of Rule 457 promulgated
under the Securities Act, calculated on the basis of the average of
the high and low prices of the Common Stock as reported on the NASDAQ
Stock Market on July 23, 1997.
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DOCUMENTS INCORPORATED BY REFERENCE
The contents of the Registration Statement of The Morningstar Group
Inc. (the "Registrant") on Form S-8 (File No. 33-53975) filed with the
Securities and Exchange Commission on June 3, 1994, including the documents
incorporated by reference therein, are incorporated by reference into this
Registration Statement.
AMENDMENTS TO PLAN
On April 4, 1996, the Board of Directors of the Registrant adopted a
proposal to amend the Registrant's 1994 Incentive and Nonstatutory Stock Option
Plan (the "Plan") to (i) increase from 250,000 to 1,440,000 the aggregate
number of shares of the Registrant's common stock, par value $.01 per share
("Common Stock"), reserved for issuance under the Plan and (ii) increase from
225,000 to 400,000 the maximum number of shares of Common Stock with respect to
which options may be granted under the Plan to a key employee or other eligible
person. The amendment was approved by the stockholders of the Registrant on
May 22, 1996.
On February 7, 1997, the Board of Directors of the Registrant adopted
a proposal to amend the Plan to (i) increase from 1,440,000 to 2,940,000 the
aggregate number of shares of Common Stock reserved for issuance under the Plan
and (ii) increase from 400,000 to 850,000 the maximum number of shares of
Common Stock with respect to which options may be granted under the Plan to a
key employee or other eligible person. The amendment was approved by the
stockholders of the Registrant on April 24, 1997.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Joseph B. Armes, General Counsel of the Registrant, owns beneficially
37,000 shares of Common Stock of the Registrant (representing presently
exercisable options to purchase 37,000 shares of Common Stock of the
Registrant).
EXHIBITS
The following documents are filed as exhibits to this Registration
Statement:
4.1 Amendment No. 1 to The Morningstar Group Inc. 1994 Incentive
and Nonstatutory Stock Option Plan. (Incorporated by
reference to Exhibit 10(p) to the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1996.)*
4.2 Amendment No. 2 to The Morningstar Group Inc. 1994 Incentive
and Nonstatutory Stock Option Plan.**
1
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5. Opinion of Joseph B. Armes, General Counsel of the Registrant,
as to the validity of the issuance of the shares of Common
Stock registered hereby.**
23.1 Consent of Arthur Andersen LLP.**
23.2 Consent of Joseph B. Armes, General Counsel of the Registrant
(included in Exhibit 5).
24. Power of Attorney (see signature page(s) of this Registration
Statement).
-------------------------
* Incorporated by reference as indicated.
** Filed herewith.
2
<PAGE> 4
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 Dallas, State of Texas, on this 28th day of
July, 1997.
THE MORNINGSTAR GROUP INC.
By: /s/ JOSEPH B. ARMES
-------------------------------------
Joseph B. Armes
Vice President and General
Counsel
Each person whose signature to this Registration Statement appears
below hereby appoints C. Dean Metropoulos, L. Hollis Jones, Darron K. Ash and
Joseph B. Armes, and each of them, as his attorney-in-fact to sign on his
behalf individually and in the capacity stated below and to file all
post-effective amendments to this Registration Statement, which amendments may
make such changes in and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ C. DEAN METROPOULOS Chairman of the Board of Directors and July 28, 1997
- ----------------------------------------- Chief Executive Officer (Principal
C. Dean Metropoulos Executive Officer)
/s/ L. HOLLIS JONES President, Chief Operating Officer and July 24, 1997
- ----------------------------------------- Director
L. Hollis Jones
/s/ DARRON K. ASH Vice President and Chief Financial July 28, 1997
- ----------------------------------------- Officer (Principal Financial and
Darron K. Ash Accounting Officer)
/s/ JOHN R. MUSE Director July 28, 1997
- -----------------------------------------
John R. Muse
/s/ JIM L. TURNER Director July 28, 1997
- -----------------------------------------
Jim L. Turner
/s/ CHARLES W. TATE Director July 28, 1997
- -----------------------------------------
Charles W. Tate
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
4.1 Amendment No. 1 to The Morningstar Group Inc. 1994 Incentive and
Nonstatutory Stock Option Plan. (Incorporated by reference to
Exhibit 10(p) to the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.)*
4.2 Amendment No. 2 to The Morningstar Group Inc. 1994 Incentive and
Nonstatutory Stock Option Plan.**
5. Opinion of Joseph B. Armes, General Counsel of the Registrant,
as to the validity of the issuance of the shares of Common Stock
registered hereby.**
23.1 Consent of Arthur Andersen LLP.**
23.2 Consent of Joseph B. Armes, General Counsel of the Registrant
(included in Exhibit 5).
24. Power of Attorney (see signature page(s) of this Registration
Statement).
</TABLE>
- --------------------
* Incorporated by reference as indicated.
** Filed herewith.
<PAGE> 1
EXHIBIT 4.2
AMENDMENT NO. 2 TO THE MORNINGSTAR GROUP INC.
1994 INCENTIVE AND NONSTATUTORY STOCK OPTION PLAN
I. The first sentence of Section 3 of the Employee Plan shall be deleted
and restated in its entirety as follows:
"Subject to the adjustments provided in Section 9, the maximum
aggregate number of shares of common stock, par value $0.01
per share, of the Company ("Common Stock") which may be
granted for all purposes under the Plan shall be 2,940,000
shares."
II. Subsection 6(i) of the Employee Plan shall be deleted and restated in
its entirety as follows:
"i. Maximum Number of Options to be Issued to a Key
Employee. The maximum number of shares of Common
Stock with respect to which Options may be granted to
any Key Employee or Eligible Non-Employee hereunder
is 850,000 (including any Options which are cancelled
or expire)."
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EXHIBIT 5
[The Morningstar Group Inc. letterhead]
July 28, 1997
The Board of Directors
The Morningstar Group Inc.
5956 Sherry Lane, Suite 1500
Dallas, Texas 75225-6522
Gentlemen:
I am General Counsel of The Morningstar Group Inc., a Delaware
corporation (the "Company"), and have advised the Company in connection with
the preparation and filing by the Company with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-8 to be
filed with the Commission on or about July 28, 1997 (the "Registration
Statement"), under the Securities Act of 1933, as amended, with respect to the
offer and sale by the Company of up to 2,690,000 shares (the "Registered
Shares") of the common stock, par value $.01 per share, of the Company issuable
upon the exercise of options granted pursuant to the Company's 1994 Incentive
and Nonstatutory Stock Option Plan, as amended (the "Plan").
In so acting, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of the Registration Statement, the
Plan, and the form of stock option agreement thereunder and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives,
as I have deemed relevant and necessary as a basis for the opinion hereinafter
set forth.
In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, I
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that when (a) the purchase price of the Registered
Shares issuable pursuant to the exercise of an option granted under the Plan
has been appropriately determined in accordance with the terms of the Plan and
the provisions of the General Corporation Law of the State of Delaware (the
"DGCL") (including the provisions requiring the payment of consideration having
a value not
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The Board of Directors
The Morningstar Group Inc.
July 28, 1997
Page 2
less than the par value of such Registered Shares); (b) each such option has
been duly authorized in accordance with the terms of the Plan and the
applicable provisions of the DGCL and the applicable option agreement has been
duly executed and delivered by the Company and the optionee; and (c) such
Registered Shares are issued and delivered against receipt of payment therefor
in accordance with the terms of the Plan and the applicable option agreement,
such Registered Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware and I express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
The opinion expressed herein is rendered solely for your benefit in
connection with the transactions described herein. This opinion may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without my prior written consent, except
that I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Joseph B. Armes
Joseph B. Armes
General Counsel
2
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 10, 1997
incorporated by reference in The Morningstar Group's Form 10-K for the year
ended December 31, 1996 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
July 25, 1997
