Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________
RUDDICK CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0905940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2000 TWO FIRST UNION CENTER
CHARLOTTE, N.C. 28282
(Address of Principal Executive Offices)
__________
CERTAIN OPTIONS GRANTED TO NON-EMPLOYEE DIRECTORS
OF RUDDICK CORPORATION
__________
DONALD B. WILLIFORD
SECRETARY
RUDDICK CORPORATION
2000 TWO FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28282
(Name and address of agent for service)
(704) 372-5404
(Telephone number, including area code, of agent for service)
__________
COPY TO:
ANNE F. TEAM
SMITH HELMS MULLISS & MOORE, L.L.P.
POST OFFICE BOX 31247
CHARLOTTE, NORTH CAROLINA 28231
__________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of
this Registration Statement.
__________
CALCULATION OF REGISTRATION FEE
=================================================================
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM
CLASS OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- ------------- ------------ --------- --------- ------------
Common Stock 7,000 shares $13.1875 $92,313 $28
================================================================
(1) Estimated solely for the purpose of calculating
the registration fee and computed according to
Rule 457(h) under the Securities Act of 1933, as
amended, based on the price of the Common Stock of
which options granted pursuant to the Plan may be
exercised.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting the Prospectus of Ruddick
Corporation (the "Registrant") with respect to this Registration
Statement in accordance with Rule 428 promulgated pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), are
kept on file at the offices of the Registrant. The Registrant
will provide without charge to participants in the Plan
referenced herein, on the written or oral request of any such
person, a copy of any or all of the documents constituting the
Prospectus. Written requests for such copies should be directed
to the Secretary, Ruddick Corporation, 2000 Two First Union
Center, Charlotte, North Carolina 28282. Telephone requests may
be directed to (704) 372-5404.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and in the Prospectus
constituting a part of this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for
the year ended September 29, 1996 filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarter ended December 29, 1996 filed pursuant to
Section 13 of the Exchange Act; and
(c) The description of the Registrant's Common Stock
contained in its Registration Statement filed under the
Exchange Act, as amended by all subsequent amendments and
reports filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the effectiveness of this Registration
Statement and prior to the filing of a post-effective amendment
hereto, which either indicates that all securities offered hereto
have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and the Prospectus and to be a part hereof
and thereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein 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
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement or the Prospectus.
The Registrant will provide without charge to each person to
whom the Prospectus constituting a part of this Registration
Statement is delivered, on the written or oral request of any
such person, a copy of any or all of the documents incorporated
herein and in the Prospectus by reference (other than exhibits to
such documents which are not specifically incorporated by
reference in such documents). Written requests for such copies
should be directed to the Secretary, Ruddick Corporation, 2000
Two First Union Center, Charlotte, North Carolina 28282.
Telephone requests may be directed to (704) 372-5404.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
There are no provisions in the Registrant's Restated
Articles of Incorporation, and no contracts between the
Registrant and its directors and officers nor resolutions adopted
by the Registrant, relating to indemnification. The Registrant's
Restated Articles of Incorporation prevent the recovery by the
Registrant of monetary damages against its directors. However,
in accordance with the provisions of the North Carolina Business
Corporation Act (the "Act"), the Registrant's Bylaws provide
that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall,
under certain circumstances, indemnify its directors, executive
officers and certain other designated officers against any and
all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as
directors and officers, except for liability or litigation
expense incurred on account of activities that were at the time
known or reasonably should have been known by such director or
officer to be clearly in conflict with the best interests of the
Registrant. Pursuant to such Bylaws and as authorized by
statute, the Registrant maintains insurance on behalf of its
directors and officers against liability asserted against such
persons in such capacity whether or not such director or officers
have the right to indemnification pursuant to the Bylaws or
otherwise.
In addition to the above-described provisions, Sections
55-8-50 through 55-8-58 of the Act contain provisions prescribing
the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the Act permits a corporation,
with certain exceptions, to indemnify a present or former
director against liability if (i) he conducted himself in good
faith, (ii) he reasonably believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interest, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a director
in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to him in which he was adjudged liable on such
basis. The above standard of conduct is determined by the Board
of Directors, or a committee thereof, special legal counsel or
the shareholders as prescribed in Section 55-8-55 of the Act.
Sections 55-8-52 and 55-8-56 of the Act require a
corporation to indemnify a director or officer in the defense of
any proceeding to which he was a party because of his capacity as
a director or officer against reasonable expenses when he is
wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if he is
adjudged fairly and reasonably so entitled under Section 55-8-54.
Section 55-8-56 allows a corporation to indemnify and advance to
an officer, employee or agent who is not a director to the same
extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a
resolution of the board of directors.
In addition, Section 55-8-57 permits a corporation to
provide for indemnification of directors, officers, employees or
agents, in its articles of incorporation or bylaws or by contract
or resolution, against liability in various proceedings and to
purchase and maintain insurance policies on behalf of these
individuals.
THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS
OF NORTH CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS
AND OFFICERS AND DOES NOT PURPORT TO BE COMPLETE. IT IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE RELEVANT STATUTES
WHICH CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE
CIRCUMSTANCES UNDER WHICH AND THE PERSON FOR WHOSE BENEFIT
INDEMNIFICATION SHALL OR MAY BE MADE AND ACCORDINGLY ARE SET
FORTH IN EXHIBIT 99.8 HERETO AND INCORPORATED HEREIN BY
REFERENCE.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by
reference in this Registration Statement.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
5.1 Opinion of Smith Helms Mulliss & Moore, L.L.P., as
to legality of securities to be registered.
23.1 Consent of Smith Helms Mulliss & Moore, L.L.P.
(included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, certified public
accountants.
24.1 Power of Attorney and Certified Resolution.
99.1 Ruddick Corporation Nonstatutory Stock Option
Agreement Between the Registrant and Thomas M.
Belk, incorporated herein by reference to Exhibit
10.1 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29,
1996 (Commission File No. 1-6905).
99.2 Ruddick Corporation Nonstatutory Stock Option
Agreement Between the Registrant and Edwin B.
Borden, Jr., incorporated herein by reference to
Exhibit 10.2 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended
December 29, 1996 (Commission File No. 1-6905).
99.3 Ruddick Corporation Nonstatutory Stock Option
Agreement Between the Registrant and Beverly F.
Dolan, incorporated herein by reference to Exhibit
10.3 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29,
1996 (Commission File No. 1-6905).
99.4 Ruddick Corporation Nonstatutory Stock Option
Agreement Between the Registrant and Roddey Dowd,
Sr., incorporated herein by reference to Exhibit
10.4 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29,
1996 (Commission File No. 1-6905).
99.5 Ruddick Corporation Nonstatutory Stock Option
Agreement Between the Registrant and James E.S.
Hynes, incorporated herein by reference to Exhibit
10.5 of the Registrant's Quarterly Report on Form
10-Q for the quarterly period ended December 29,
1996 (Commission File No. 1-6905).
99.6 Ruddick Corporation Nonstatutory Stock Option
Agreement Between the Registrant and Hugh L.
McColl, Jr., incorporated herein by reference to
Exhibit 10.6 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended
December 29, 1996 (Commission File No. 1-6905).
99.7 Ruddick Corporation Nonstatutory Stock Option
Agreement Between the Registrant and E. Craig
Wall, Jr., incorporated herein by reference to
Exhibit 10.7 of the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended
December 29, 1996 (Commission File No. 1-6905).
99.8 Provisions of North Carolina law relating to
indemnification, incorporated herein by reference
to Exhibit 99.2 of the Registrant's Registration
Statement on Form S-8 (Registration No. 333-19085)
filed on December 31, 1996).
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;
(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, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 Registration Statement is on Form S-3 or
Form S-8, and 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 Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than 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 Securities Act and will be governed by the 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 Charlotte,
North Carolina, on February 28, 1997.
RUDDICK CORPORATION
By: /S/ THOMAS W. DICKSON
------------------------------
Thomas W. Dickson
President
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.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ THOMAS W. DICKSON President and February 28, 1997
- ------------------------- Director (Principal
Thomas W. Dickson Executive Officer)
/S/ RICHARD N. BRIGDEN Vice President February 28, 1997
- ------------------------- Finance
Richard N. Brigden Financial Officer)
/S/ DOUGLAS A. STEPHENSON Treasurer February 28, 1997
- ------------------------- (Principal
Douglas A. Stephenson Accounting Officer)
JOHN R. BELK * Director February 28, 1997
- -------------------------
John R. Belk
EDWIN B. BORDEN, JR. * Director February 28, 1997
- -------------------------
Edwin B. Borden, Jr.
ALAN T. DICKSON * Director February 28, 1997
- -------------------------
Alan T. Dickson
R. STUART DICKSON * Director February 28, 1997
- -------------------------
R. Stuart Dickson
BEVERLY F. DOLAN * Director February 28, 1997
- -------------------------
Beverly F. Dolan
RODDEY DOWD, SR * Director February 28, 1997
- -------------------------
Roddey Dowd, Sr.
JAMES E. S. HYNES * Director February 28, 1997
- -------------------------
James E. S. Hynes
HUGH L. MCCOLL, JR. * Director February 28, 1997
- -------------------------
Hugh L. McColl, Jr.
E. C. WALL, JR. * Director February 28, 1997
- -------------------------
E. C. Wall, Jr.
*By: /S/ THOMAS W. DICKSON
----------------------
Thomas W. Dickson
Attorney-in-Fact
SMITH HELMS MULLISS & MOORE, L.L.P.
Attorneys at Law
214 North Church Street
Charlotte, North Carolina 28202
(704) 343-2000
March 3, 1997
Ruddick Corporation
2000 Two First Union Center
Charlotte, North Carolina 28282
Re: Registration Statement on Form S-8
7,000 Shares of Common Stock
Gentlemen:
In connection with the possible offering and sale from time to time of
all or a portion of 7,000 shares of the Common Stock of Ruddick Corporation
(the "Shares"), upon the terms and conditions set forth in the Registration
Statement on Form S-8 (the "Registration Statement") filed on March 3,
1997 by the registrant with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, we are of the opinion that when (a) the
Registration Statement shall become effective and (b) the Shares have been
sold upon the terms and conditions set forth in the Registration Statement,
the Shares will be validly authorized and legally issued, fully paid and non-
assessable.
We hereby consent to the filing of a copy of this opinion as Exhibit
5.1 of the Registration Statement.
Very truly yours,
SMITH HELMS MULLISS & MOORE, L.L.P.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
October 24, 1996, included in Ruddick Corporation and subsidiaries' Form 10-K
for the year ended September 29, 1996 and to all references to our Firm
included in this registration statement.
Charlotte, North Carolina,
February 27, 1997
ARTHUR ANDERSEN, LLP
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Ruddick Corporation
( Ruddick ) and the several undersigned Officers and Directors thereof whose
signatures appear below hereby makes, constitutes and appoints Thomas W.
Dickson, Richard N. Brigden and Douglas A. Stephenson, and each of them
acting individually, its and his true and lawful attorneys, with full power to
act without the other and with full power of substitution, to execute, deliver
and file in its and his name and on its and his behalf, and in each of the
undersigned Officer s and Director s capacity or capacities as shown below,
(a) a Registration Statement on Form S-8 (or other appropriate form) with
respect to the registration under the Securities Act of 1933, as amended (the
Securities Act ), of 7,000 shares of the Common Stock of Ruddick for sale
from time to time by Ruddick to various of its directors pursuant to the
exercise of options granted on November 21, 1996, and any and all amendments,
including any and all post-effective amendments, to the foregoing and any and
all documents in support thereof or supplemental thereto, and (b) such
registration statements, petitions, applications, consents to service of
process or other instruments, and any and all amendments or supplements to
the foregoing and any and all documents in support thereof or supplemental
thereto, as may be necessary or advisable to qualify or register the
securities covered by said Registration Statement under such state or other
securities laws, regulations and requirements as may be applicable; and each
of Ruddick and said Officers and Directors hereby grants to said attorneys,
and to each of them, full power and authority to do and perform each and
every act and thing whatsoever as said attorneys or attorney may deem
necessary or advisable to carry out fully the intent of this power of
attorney to the same extent and with the same effect as Ruddick might or
could do, and as each of said Officers and Directors might or could do
personally in his capacity or capacities as aforesaid, and each of Ruddick
and said Officers and Directors hereby ratifies and confirms all acts
and things which said attorneys or attorney might do or cause to be done by
virtue of this power of attorney and its or his signature as the same may be
signed by said attorneys or attorney, or either of them, to any or all of the
following (and/or any and all amendments and supplements to any or all
thereof): such Registration Statement under the Securities Act, and all such
registration statements, petitions, applications, consents to service of
process and other instruments, and any and all amendments to the foregoing and
any and all documents in support thereof or supplemental thereto, under such
securities laws, regulations and requirements as may be applicable.
IN WITNESS WHEREOF, Ruddick Corporation has caused this power of
attorney to be signed on its behalf, and each of the undersigned Officers and
Directors of the Corporation in the capacity or capacities noted has hereunto
set his hand on the date indicated.
RUDDICK CORPORATION
By: /S/ THOMAS W. DICKSON
Thomas W. Dickson
President
Dated: February 6, 1997
Signature Title Date
/S/ THOMAS W. DICKSON President and Director February 6, 1997
Thomas W. Dickson (Principal Executive Officer)
/S/ RICHARD N. BRIGDEN Vice President-Finance February 6, 1997
Richard N. Brigden (Principal Financial Officer)
/S/ DOUGLAS A. STEPHENSON Treasurer (Principal February 6, 1997
Douglas A. Stephenson Accounting Officer)
/S/ THOMAS M. BELK Director February 6, 1997
Thomas M. Belk
/S/ EDWIN B. BORDEN, JR. Director February 6, 1997
Edwin B. Borden, Jr.
/S/ ALAN T. DICKSON Director February 6, 1997
Alan T. Dickson
/S/ R. STUART DICKSON Director February 6, 1997
R. Stuart Dickson
/S/ BEVERLY F. DOLAN Director February 6, 1997
Beverly F. Dolan
/S/ RODDEY DOWD, SR. Director February 6, 1997
Roddey Dowd, Sr.
/S/ JAMES E. S. HYNES Director February 6, 1997
James E. S. Hynes
/S/ HUGH L. McCOLL, JR. Director February 6, 1997
Hugh L. McColl, Jr.
/S/ E. C. WALL, JR. Director February 6, 1997
E. C. Wall, Jr.
