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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RYKOFF-SEXTON, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-2134693
(State or other jurisdiction or (IRS Employer
incorporation or organization) Identification No.)
1050 Warrenville Road
Lisle, Illinois, 60532-5201
(Address, including zip code of principal executive offices)
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AMENDED AND RESTATED MANAGEMENT STOCK OPTION PLAN
OF WS HOLDINGS CORPORATION
AMENDED AND RESTATED US FOODSERVICE INC. 1992 STOCK OPTION PLAN
AMENDED AND RESTATED US FOODSERVICE INC. 1993 STOCK OPTION PLAN
(Full title of plan)
------------------------------------
Mark Van Stekelenburg
President, Chairman of the Board and Chief Executive Officer
1050 Warrenville Road
Lisle, Illinois, 60532-5201
(708) 964-1414
(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Neil I. Sell, Esq.
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
3300 Norwest Center
Minneapolis, Minnesota 55402
(612) 672-8200
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock ($0.10) 1,082,144 $15.125 $16,367,428 $5,643.94
par value per share) shares
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(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
sales prices of the Common Stock on the New York Stock Exchange on May 14,
1996.
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PART II
INFORMATION NOT 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 are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the year ended April 29, 1995,
including the information incorporated by reference from the
registrant's Annual Report to Stockholders;
(b) Quarterly Reports on Form 10-Q for the quarterly periods ended July
29, 1995, October 28, 1995 and January 27, 1996;
(c) Current Reports on Form 8-K, dated February 21, 1995, as amended by
Form 8-K/A dated February 21, 1995 and Form 8-K/A-2 dated February 21,
1995; November 1, 1995, as amended by Form 8-K/A-1 dated November 1,
1995 and February 5, 1996;
(d) The description of Common Stock included under the caption "Capital
Stock to be Registered" in its Registration Statement on Form 8-A,
dated February 9, 1981, including any amendments or reports 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 Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be 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.
Section 145 of the Delaware General Corporation Law Provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with
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specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation--a "derivative action"), or if they acted in good faith in a
manner they reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe their conduct was unlawful. A similar
standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred
in connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the
person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may
be granted by a corporation's charter, bylaws, disinterested director vote,
stockholder vote, agreement or otherwise.
The registrant's Certificate of Incorporation, as amended, requires that
the registrant provide for indemnification of directors, officers, employees
and agents (each an "Indemnified Party") or the registrant to the fullest extent
permitted by Delaware law. The registrant's will indemnify any Indemnified
Party who is, or is threatened to be made, party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in right of such
corporation), by reason of the fact that such person is or was a director or
officer of the registrant or for serving at the request of the registrant as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgment, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, if such person acted in good
faith and in a manner reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal proceeding, had
no reasonable cause to believe that his conduct was unlawful. Delaware law
further provides for the indemnification of its directors and officers in an
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the director
or officer is adjudged to be liable to the corporation. Any indemnification
must be authorized based on a determination that the indemnification is proper
as the applicable standard of conduct has been met by the Indemnified Party.
Such determination will be made by a majority vote of a quorum of the Board
consisting of directors not a party to the suit, action, or proceeding, by a
written opinion of independent legal counsel or by the stockholders. Expenses
incurred by an officer or director may be paid by the registrant in advance of
the final disposition of an action, suit or proceeding upon the undertaking of
such person to repay the registrant any amount it is ultimately determined that
he or she is not entitled to receive indemnity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership.
23A. Consent of Arthur Andersen LLP
23B. Consent of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership (contained in Exhibit 5)
24. Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
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;
(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 included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or 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.
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(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.
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 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.
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 the final adjudication of
such issue.
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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 Lisle, State of Illinois, on May 17, 1996.
RYKOFF-SEXTON, INC.
By /s/ Mark Van Stekelenburg
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Mark Van Stekelenburg
Chairman of the Board and
Chief Executive Officer
KNOWN ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Mark Van Stekelenburg, Richard J. Martin and
Robert J. Harter, Jr. each or any of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this 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, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 17th day of May, 1996, by
the following persons in the capacities indicated:
Signature Title
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/s/ Mark Van Stekelenburg
-------------------------- Chairman of the Board and Chief Executive
Mark Van Stekelenburg Officer (Principal Executive Officer)
/s/ Frank H. Bevevino
-------------------------- President
Frank H. Bevevino
/s/ Richard J. Martin
-------------------------- Senior Vice President, Chief Financial
Richard J. Martin Officer (Principal Financial Officer and
Principal Accounting Officer)
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/s/ Mathias B. Bowman
--------------------------- Director
Mathias B. Bowman
/s/ Albert J. Fitzgibbons
--------------------------- Director
Albert J. Fitzgibbons, III
/s/ R. Burt Gookin
--------------------------- Director
R. Burt Gookin
/s/ Jan W. Jeurgens
--------------------------- Director
Jan W. Jeurgens
/s/ Sunil C. Khanna
--------------------------- Director
Sunil C. Khanna
/s/ James I. Maslon
--------------------------- Director
James I. Maslon
/s/ James P. Miscoll
--------------------------- Director
James P. Miscoll
/s/ Neil I. Sell
--------------------------- Director
Neil I. Sell
/s/ Bernard Sweet
--------------------------- Director
Bernard Sweet
/s/ Robert W. Williamson
--------------------------- Director
Robert W. Williamson
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EXHIBIT INDEX
Exhibit
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5. Opinion of Maslon Edelman Borman & Brand, a Professional
Limited Liability Partnership.
23A. Consent of Arthur Andersen LLP
23B. Consent of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership (contained in Exhibit 5)
24 Power of Attorney (included on signature page)
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EXHIBIT 5
May 17, 1996
92-1025
Rykoff-Sexton, Inc.
1050 Warrenville Road
Lisle, Illinois, 60532-5201
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of Rykoff-Sexton, Inc. (the "Company") in
connection with a Registration Statement on Form S-8 filed by the Company with
the Securities and Exchange Commission (the "Registration Statement"), relating
to 1,082,144 shares of Common Stock, $0.10 par value (the "Shares") to be issued
by the Company pursuant to the terms of each of the WS Holdings Management Stock
Option Plan, the US Foodservice Inc. 1992 Stock Option Plan, and the US
Foodservice Inc. 1993 Stock Option Plan (together, the "Plans"). Upon
examination of such corporate documents and records as we have deemed necessary
or advisable for the purposes hereof and including and in reliance upon certain
certificates by the Company, it is our opinion that:
1. The Company is a validly existing corporation in good
standing under the laws of the State of Delaware.
2. The Shares, when issued and paid as contemplated by the
Plans, and when delivered against payment therefor in the
manner contemplated by the Plans, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand,
a Professional Limited Liability
Partnership
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May 16, 1996
Page 4
EXHIBIT 23A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 9, 1995
included in Rykoff-Sexton, Inc.'s Form 10-K for the year ended April 29, 1995
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen L.L.P.
May 16, 1996
Chicago, Illinois
