As filed with the Securities and Exchange Commission on May 27, 1998
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, North Carolina 28282
(Address of Principal Executive Offices) (Zip Code)
RUDDICK CORPORATION
1997 COMPREHENSIVE STOCK OPTION AND AWARD PLAN
(Full title of the plan)
SUZANNE H. McBRAYER
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:
R. DOUGLAS HARMON
Smith Helms Mulliss & Moore, L.L.P.
Post Office Box 31247
Charlotte, North Carolina 28231
Tel (704) 343-2000
Fax (704) 334-8467
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
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Offer- Registration
Registered Registered Per Unit* ing Price* Fee
Common Stock 700,000
Shares $18.16 $12,712,000 $3,751
* 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 Ruddick Corporation
Common Stock.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting the prospectus (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
employees, 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 28, 1997, filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Registrant's Quarterly Reports on Form 10-Q
for the quarters ended December 28, 1997 and March 29, 1998,
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 pursuant to
Section 12 of the Exchange Act and all amendments and
reports filed for the purpose of updating such description,
including the Registrant's Current Report on Form 8-K filed
on April 9, 1998.
Any document 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 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 or therein
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 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 Suzanne H. McBrayer,
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 and officers
(as well as certain other persons) against any and all liability
and 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
directors or officers have the right to indemnification pursuant
to the Bylaw 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. The above standard of conduct is
determined by the Board of Directors, or a committee or special
legal counsel or the shareholders as prescribed in Section 55-8-55.
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 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 expenses 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 of the Act permits a
corporation to provide for indemnification of directors,
officers, employees or agents, in its articles of incorporation
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
INCORPORATED BY REFERENCE AS EXHIBIT 99.2 OF THIS REGISTRATION
STATEMENT.
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, independent
certified public accountants.
24.1 Power of Attorney.
99.1 Ruddick Corporation 1997 Comprehensive Stock
Option and Award Plan (incorporated by reference
to Exhibit 10.1 of the Registrant's Quarterly
Report on Form 10-Q for the quarter ended
December 28, 1997 (Commission File No. 1-6905)).
99.2 Provisions of North Carolina law relating to
indemnification of directors and officers
(incorporated by reference to Exhibit 99.2 of the
Registrant's Registration Statement on Form S-8,
Registration No. 333-19085).
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, 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 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Commission 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 purpose 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 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 the final adjudication of such
issue.
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 Charlotte, State of North Carolina, on
May 27, 1998.
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
THOMAS W. DICKSON President and Director May 27, 1998
Thomas W. Dickson (Principal Executive Officer)
RICHARD N. BRIGDEN* Vice President-Finance May 27, 1998
Richard N. Brigden (Principal Financial Officer)
DOUGLAS A. STEPHENSON* Treasurer May 27, 1998
Douglas A. Stephenson (Principal Accounting Officer)
JOHN R. BELK* Director May 27, 1998
John R. Belk
EDWIN B. BORDEN* Director May 27, 1998
Edwin B. Borden
JOHN W. COPELAND* Director May 27, 1998
John W. Copeland
ALAN T. DICKSON* Director May 27, 1998
Alan T. Dickson
__________________ Director May __, 1998
R. Stuart Dickson
RODDEY DOWD, SR.* Director May 27, 1998
Roddey Dowd, Sr.
JAMES E. S. HYNES* Director May 27, 1998
James E. S. Hynes
__________________ Director May __, 1998
Hugh L. McColl, Jr.
ANNA SPANGLER NELSON* Director May 27, 1998
Anna Spangler Nelson
HAROLD C. STOWE* Director May 27, 1998
Harold C. Stowe
*By: /S/ THOMAS W. DICKSON
Thomas W. Dickson
Attorney-in-fact
EXHIBIT INDEX
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, independent
certified public accountants.
24.1 Power of Attorney.
99.1 Ruddick Corporation 1997 Comprehensive
Stock
Option and Award Plan (incorporated by reference
to Exhibit 10.1 of the Registrant's Quarterly Report
on Form 10-Q for the quarter ended December 28,
1997 (Commission File No. 1-6905)).
99.2 Provisions of North Carolina law relating
to indemnification of directors and officers
(incorporated by reference to Exhibit 99.2
of the Registrant's Registration Statement on
Form S-8, Registration No. 333-19085).
SMITH HELMS MULLISS & MOORE, L.L.P.
Attorneys at Law
Post Office Box 31247
Charlotte, North Carolina 28231
(Tel) 704-343-2000
(Fax) 704-334-8467
May 27, 1998
Ruddick Corporation
2000 Two First Union Center
Charlotte, North Carolina 28282
Re: Registration Statement on Form S-8
700,000 Shares of Common Stock
Ruddick Corporation
1997 Comprehensive Stock Option and Award Plan
Ladies and Gentlemen:
In connection with the possible offering and sale from time
to time of up to 700,000 shares of the common stock (the
"Shares") of Ruddick Corporation (the "Corporation"), upon the
terms and conditions set forth in the Registration Statement on
Form S-8 (the "Registration Statement"), filed on May 27,
1998, by the Corporation with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the
prospectus constituting a part thereof (the "Prospectus"), 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 and
the Prospectus, the Shares will be validly authorized and legally
issued, fully paid and nonassessable.
We hereby consent (1) to be named in the Registration
Statement and in the Prospectus as attorneys who will pass upon
the legality of the Shares and (2) to the filing of a copy of
this opinion as Exhibit 5.1 of the Registration Statement.
Very truly yours,
/s/ SMITH HELMS MULLISS & MOORE, L.L.P.
ARTHUR ANDERSEN LLP
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 October 22, 1997, included in and incorporated
by reference in Ruddick Corporation's Form 10-K for the year
ended September 28, 1997, and to all references to our Firm
included in this registration statement.
Charlotte, North Carolina /s/ARTHUR ANDERSEN LLP
May 26, 1998
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of Ruddick
Corporation (the "Corporation") 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 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 700,000 shares of the
Common Stock of the Corporation for sale from time to time by the
Corporation to various of its employees pursuant to the exercise
of options granted under the Ruddick Corporation 1997
Comprehensive Stock Option and Award Plan, 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 the Corporation
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 the Corporation 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 the Corporation
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: May 21, 1998
Signature Title Date
/S/ THOMAS W.DICKSON President and Director May 21, 1998
Thomas W. Dickson (Principal Executive
Officer)
/S/ RICHARD N.BRIGDEN Vice President-Finance May 21, 1998
Richard N. Brigden (Principal Financial
Officer)
/S/ DOUGLAS A.STEPHENSON Treasurer May 21, 1998
Douglas A. Stephenson (Principal Accounting
Officer)
/S/ JOHN R. BELK Director May 21, 1998
John R. Belk
/S/ EDWIN B. BORDEN Director May 21, 1998
Edwin B. Borden
/S/ JOHN W. COPELAND Director May 21, 1998
John W. Copeland
/S/ ALAN T. DICKSON Director May 21, 1998
Alan T. Dickson
____________________ Director May __, 1998
R. Stuart Dickson
/S/ RODDEY DOWD, SR. Director May 21, 1998
Roddey Dowd, Sr.
/S/ JAMES E.S. HYNES Director May 21, 1998
James E. S. Hynes
____________________ Director May __, 1998
Hugh L. McColl, Jr.
/S/ ANNA SPANGLER NELSON Director May 21, 1998
Anna Spangler Nelson
/S/ HAROLD C. STOWE Director May 21, 1998
Harold C. Stowe
