Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Sparta Foods, Inc.
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SPARTA FOODS, INC.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1618240
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification Number)
or Organization)
2570 Kasota Avenue
St. Paul, Minnesota 55108
(Address of Principal Executive Office and Zip Code)
Sparta Foods Amended and Restated Stock Option Plan
(Full Title of the Plan)
Joel P. Bachul
Sparta Foods, Inc.
2570 Kasota Avenue
St. Paul, Minnesota 55108
(612) 646-1888
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel A. Yarano
Fredrikson & Byron, P.A.
1100 International Centre
900 Second Avenue South
Minneapolis, Minnesota 55402
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock under
the Plan Indefinite $ 0.00 $ 0.00 $ 0.00
Common Stock
issuable upon
exercise of options
granted under the
Plan 950,000 shares $ 1.3125 $ 1,246,875 $ 430
TOTAL: $ 430
================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 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 and any additional securities which may become
issuable pursuant to anti-dilution provisions of the plan.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee and based upon the average of the high and low
prices of the Registrant's Common Stock on April 9, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) through (c) below:
(a) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, or either (I) the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed or (II) the Registrant's effective
registration statement on Form 10 or 10-SB filed under the Securities Exchange
Act of 1934 containing audited financial statements for the Registrant's latest
fiscal year;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
Registrant document referred to in (a) above;
(c) If the class of securities to be offered is registered under Section 12
of the Securities Exchange Act of 1934, the description of such class of
securities contained in a registration statement filed under such Act, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all such 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Minnesota corporate law, a corporation shall, unless prohibited or
limited by its Articles of Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director, officer, employee or agent of the corporation if generally, with
respect to the acts or omissions of the person complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit; (iv) in the case of a criminal proceeding, had no reasonable
cause to believe the conduct was unlawful; and (v) reasonably believed the
conduct was in the best interests of the corporation or, in certain
circumstances, reasonably believed that the conduct was not opposed to the best
interests of the corporation. Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on behalf of any indemnified
party against any liability asserted against such person, whether or not the
corporation would have been required to indemnify the person against liability
under the provisions of Minnesota corporate law. The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's obligation to indemnify
such persons.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion and Consent of Fredrikson & Byron, P.A. relating to the
legality of securities under the Amended and Restated Stock Option
Plan.
23.1 Consent of Fredrikson & Byron, P.A. -- included in their opinion
filed as Exhibit 5.
23.2 Consent of McGladrey & Pullen, LLP.
24 Power of Attorney from certain directors.
<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, represents a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of 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 information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed 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 purposes 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
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 to directors,
officers and controlling persons of 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 Act 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 Act and will be
governed by 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. Paul and State of Minnesota, on the 11 day
of April, 1996.
SPARTA FOODS, INC.
(the "Registrant")
By /s/ Joel P. Bachul
Joel P. Bachul, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
(Power of Attorney)
Each of the undersigned constitutes and appoints Joel P. Bachul and A.
Merrill Ayers his true and lawful attorney-in-fact and agent, each acting alone,
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign the Form S-8 Registration
Statement of Sparta Foods, Inc., relating to the Company's Amended and Restated
Stock Option Plan and any or all amendments or post-effective amendments to the
Form S-8 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, each
acting alone, 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature Title Date
/s/ Joel P. Bachul April 11, 1996
Joel P. Bachul President, Chief Executive
Officer and Director
(principal executive officer)
/s/ A. Merrill Ayers April 11, 1996
A. Merrill Ayers Chief Financial Officer
(principal financial and
accounting officer)
Larry Arnold Director April __, 1996
/s/ Edward K. Jorgensen Director April 11, 1996
Edward K. Jorgensen
/s/ Michael J. Kozlak Director April 12, 1996
Michael J. Kozlak
/s/ Richard H. Leepart Director April 11, 1996
Richard H. Leepart
/s/ R. Dean Nelson Director April 12, 1996
R. Dean Nelson
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SPARTA FOODS, INC.
Form S-8 Registration Statement
E X H I B I T I N D E X
Exhibit
Number Exhibit Description
5 Opinion and Consent of counsel regarding securities
under the Plan
23.1 Consent of counsel (See Exhibit 5)
23.2 Consent of independent accountants
24 Power of attorney (included on Signatures page)
EXHIBIT 5
April 12, 1996
Sparta Foods, Inc.
2570 Kasota Avenue
St. Paul, Minnesota 55108
Re: Registration Statement on Form S-8
Ladies/Gentlemen:
We are acting as corporate counsel to Sparta Foods, Inc. (the "Company") in
connection with the original registration by the Company on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act") of options and 950,000 shares (the "Shares") of Common Stock issuable
pursuant to the Company's Amended and Restated Stock Option Plan (the "Plan").
In acting as such counsel and for the purpose of rendering this opinion, we
have reviewed copies of the following, as presented to us by the Company:
1. The Company's Articles of Incorporation, as amended.
2. The Company's Bylaws, as amended.
3. Certain corporate resolutions adopted by the Board of Directors and
shareholders of the Company pertaining to the adoption and approval of
the Plan.
4. The Plan.
5. The Registration Statement.
Based on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors, it is our
opinion as of this date that:
1. The Shares are validly authorized by the Company's Articles of
Incorporation, as amended.
2. Upon issuance and delivery of the Shares against receipt by the
Company of the consideration for the Shares pursuant to the terms of
the Plan, the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FREDRIKSON & BYRON, P.A.
By /s/ Thomas R. King
Thomas R. King
900 Second Avenue South, Suite 1100
Minneapolis, MN 55402
Phone: (612) 347-7059
Fax: (612) 347-7077
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration Statement
on Form S-8 relating to the Sparta Foods, Inc. Stock Option Plan of the report
of McGladrey & Pullen, LLP dated November 27, 1995, except for Note 5, as to
which the date is December 21, 1995, on the financial statements of Sparta
Foods, Inc. for the year ended September 30, 1995, included in Sparta Foods,
Inc.'s 1995 Annual Report, and incorporated by reference in Form 10-KSB.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
St. Paul, Minnesota
April 10, 1996
