<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
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.)
613 Baltimore Drive
Wilkes-Barre, PA 18702-7944
(Address, including zip code of principal executive offices)
____________________________________
1995 KEY EMPLOYEE STOCK OPTION AND COMPENSATION PLAN
(Full title of plan)
____________________________________
Mark Van Stekelenburg
Chairman of the Board and Chief Executive Officer
613 Baltimore Drive
Wilkes-Barre, PA 18702-7944
(717) 830-7103
(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Neil P. Ayotte, Esq.
Maslon Edelman Borman & Brand, LLP
3300 Norwest Center
90 South 7th Street
Minneapolis, Minnesota 55402
(612) 672-8200
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TITLE OF
OF
SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (1) OFFERING PRICE FEE
- --------------------------------------------------------------------------------
Common Stock 400,000 $26.3438 $10,537,520.00 $3,193.19
($0.10 par shares
value per
share)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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
July 16, 1997.
<PAGE>
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 are incorporated herein by reference and made a part
hereof:
(a) Annual Report on Form 10-K for the year ended April 27, 1996,
including the information incorporated by reference from the
registrant's Annual Report to Stockholders;
(b) Quarterly Reports on Form 10-Q for the transition period between
April 28, 1996 and June 29, 1996 and the quarterly periods ended
September 28, 1996, December 28, 1996 and March 29, 1997;
(c) Current Reports on Form 8-K, dated May 16, 1996 and June 30, 1997;
(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 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
II-1
<PAGE>
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 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.
II-2
<PAGE>
ITEM 8. EXHIBITS.
5. Opinion of Maslon Edelman Borman & Brand, LLP
23A. Consent of Arthur Andersen LLP
23B. Consent of Maslon Edelman Borman & Brand, LLP (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; and 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.
(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.
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
II-3
<PAGE>
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.
II-4
<PAGE>
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 Wilkes-Barre, Commonwealth of
Pennsylvania, on July 21, 1997.
RYKOFF-SEXTON, INC.
By /s/ MARK VAN STEKELENBURG
---------------------------
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, David McAnally
and Neil I. Sell 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 21st day of July, 1997,
by the following persons in the capacities indicated:
Signature Title
--------- -----
/s/ MARK VAN STEKELENBURG
-----------------------------
Mark Van Stekelenburg Chairman of the Board and Chief Executive
Officer (Principal Executive Officer)
/s/ FRANK H. BEVENINO
-----------------------------
Frank H. Bevevino President
/s/ DAVID MCANALLY
-----------------------------
David McAnally Senior Vice President and Chief Financial
Officer (Principal Financial Officer and
Principal Accounting Officer)
<PAGE>
/s/ MATHIAS B. BOWMAN
-----------------------------
Mathias B. Bowman Director
/s/ RICHARD FINK
-----------------------------
Richard Fink Director
/s/ ALBERT J. FITZGIBBONS, III
-----------------------------
Albert J. Fitzgibbons, III Director
/s/ JAN W. JEURGENS
-----------------------------
Jan W. Jeurgens Director
/s/ SUNIL C. KHANNA
-----------------------------
Sunil C. Khanna Director
/s/ JAMES I. MASLON
-----------------------------
James I. Maslon Director
/s/ JAMES P. MISCOLL
-----------------------------
James P. Miscoll Director
/s/ NEIL I. SELL
-----------------------------
Neil I. Sell Director
/s/ BERNARD SWEET
-----------------------------
Bernard Sweet Director
/s/ ROBERT W. WILLIAMSON
-----------------------------
Robert W. Williamson Director
<PAGE>
EXHIBIT INDEX
Exhibit
- -------
5. Opinion of Maslon Edelman Borman & Brand, LLP
23A. Consent of Arthur Andersen LLP
23B. Consent of Maslon Edelman Borman & Brand, LLP (contained in
24 Power of Attorney (included on signature page)
II-7
<PAGE>
EXHIBIT 5
July 22, 1997
Rykoff-Sexton, Inc.
613 Baltimore Drive
Wilkes Barre, PA 18702-7944
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 400,000 shares of Common Stock, $0.10 par value (the "Shares") to
be issued by the Company pursuant to the terms of the 1995 Key Employee Stock
Option and Compensation Plan (the "Plan"). 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
Plan, and when delivered against payment therefor in the
manner contemplated by the Plan, 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, LLP <PAGE>
<PAGE>
EXHIBIT 23A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement dated July 22, 1997 of our reports
dated June 7, 1996 incorporated by reference in Rykoff-Sexton, Inc.'s Form
10-K for the year ended April 27, 1996 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
July 22, 1997
Philadelphia, PA
