<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------
DEL MONTE FOODS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 13-3542950
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
ONE MARKET, SAN FRANCISCO, CALIFORNIA 94105
(Address of Principal Executive Offices) (Zip Code)
----------------------
DEL MONTE CORPORATION
AIAP DEFERRED COMPENSATION PLAN
(Full titles of the Plans)
----------------------
WILLIAM R. SAWYERS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
DEL MONTE FOODS COMPANY
ONE MARKET, SAN FRANCISCO, CALIFORNIA 94105
(Name and Address of Agent for Service)
(415) 247-3000
(Telephone number, including area code, of agent for service)
----------------------
COPIES TO:
DOUGLAS D. SMITH, ESQ.
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET, 26TH FLOOR
SAN FRANCISCO, CALIFORNIA 94104
(415) 393-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================
Title of Proposed Maximum Proposed Maximum Amount of
Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) per Share Price(2) Fee
---------------- ------------- ---------------- ------------------ ------------
<S> <C> <C> <C> <C>
Del Monte $ 5,000,000 100% $ 5,000,000 $1,320
Corporation AIAP
Deferred
Compensation Plan
Obligations (3)
=================================================================================================
</TABLE>
(1) The Del Monte Corporation AIAP Deferred Compensation Plan Obligations
are unsecured obligations of the Registrant and certain affiliated
companies to pay deferred compensation in the future in accordance with
the terms of the Del Monte Corporation AIAP Deferred Compensation Plan.
Pursuant to Rule 416 (c) under the Securities and Exchange Act of 1933,
this registration statement covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(o).
(3) Amounts payable pursuant to the Del Monte Corporation AIAP Deferred
Compensation Plan Obligations shall be distributed in the form of shares
of the Registrant's Common Stock pursuant to Section 9 of the Del Monte
Foods Company 1998 Stock Incentive Plan.
================================================================================
<PAGE> 2
INTRODUCTION
This Registration Statement on Form S-8 is filed by Del Monte
Foods Company, a Delaware corporation (the "Registrant"), relating to $
5,000,000 of unsecured obligations of the Registrant and certain affiliated
companies of the Registrant to pay deferred compensation in the future (the
"Obligations") in accordance with the terms of the Del Monte Corporation AIAP
Deferred Compensation Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required in Part I of this Registration Statement is
included in the prospectus for the Plan, which the Registrant has excluded from
this Registration Statement in accordance with the instructions to Form S-8.
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 following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1999, including all material
incorporated by reference therein;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1999, December 31, 1999 and
March 31, 2000;
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any document, and 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 to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Item 4. Description of Securities
$5,000,000 of Obligations are being registered under this Registration
Statement to be offered to certain eligible employees of the Registrant and
certain affiliated companies of the Registrant ("Participating Employers")
pursuant to the Plan. The Obligations are general unsecured obligations of the
Participating Employers to pay deferred compensation in the future in accordance
with the terms of the Plan, and rank pari passu with other unsecured and
unsubordinated indebtedness of the Participating Employers from time to time
outstanding.
<PAGE> 3
The amount of compensation deferred by each selected employee of
Participating Employers ("Participant") in the Plan is determined in accordance
with the Plan based upon elections by each Participant. The Plan permits each
Participant to elect to defer up to one hundred percent (100%) but not less than
five percent (5%) of his or her annual bonus paid in respect of a Plan Year
under the Del Monte Corporation Annual Incentive Award Plan (the "Annual
Deferral Amount"). The "Plan Year" for the Plan will begin on July 1, 2000 and
end on June 30, 2001, and subsequent twelve (12) month periods thereafter. The
Annual Deferral Amount will be credited to a Participant's Elective Deferral
Account at the time the bonus would have otherwise been paid to the Participant.
A Participant is fully vested in his or her Elective Deferral Account. In
addition, the Plan provides that each Participating Employer will make matching
contributions on behalf of its Participants in an amount not to exceed twenty
five percent (25%) of a Participant's Annual Deferral Amount (the "Participating
Employer Matching Contribution"), which will be credited to the Participant's
Participating Employer Matching Contribution Account on the same date as the
Participant's Annual Deferral Amount. A Participant vests in each Participating
Employer Matching Contribution for a Plan Year credited to his or her
Participating Employer Matching Account, based on full years of service
completed measured from the beginning of such Plan Year, except that a
Participant will be fully vested (ii) upon the death of the Participant, or
(iii) upon a change in control of the Registrant.
Obligations will consist of an amount equal to each Participant's
Account Balance under the Plan, which includes amounts credited to a
Participant's Elective Deferral Account and Participating Employer Matching
Contribution Accounts as well as other amounts credited as described below. The
Account Balance is a bookkeeping entry only and is to be utilized solely as a
device for the measurement and determination of the number of whole shares of
Registrant's common stock to be credited to or in respect of a Participant
pursuant to the Plan. At the time of crediting, a Participant's Account will be
credited with a number of Deferred Stock Units (as defined in the Plan) equal
to the dollar value of the deferral or Participating Employer contribution
divided by the then Fair Market Value of a share of the Registrant's common
stock. During each year of the Plan, a Participant's Account Balance will be
deemed invested in Registrant's common stock. A Participant's Account Balance
will fluctuate in value as if it had been invested in Registrant's common stock,
but the Plan is not actually funded and amounts deferred under the Plan will not
necessarily be invested in Registrant's common stock. The value of a
Participant's Account Balance will increase or decrease in value based upon the
Fair Market Value of Registrant's common stock. It is possible for the value of
a Participant's Account Balance to decrease as a result of this deemed
investment in Registrant's common stock, if the value of Registrant's common
stock decreases. The Registrant's common stock payable hereunder shall be deemed
the payment of stock bonuses pursuant to Section 9 of the Del Monte Foods
Company 1998 Stock Incentive Plan.
If the Participant experiences an unforeseeable financial emergency, as
defined under the Plan, the Participant may petition the employee benefits
committee (the "Committee") to (a) suspend any deferrals required to be made by
a Participant and/or (b) receive a partial or full payout from the Plan. The
payout may not exceed the lesser of the vested portion of the Participant's
Account Balance, calculated as if such Participant were receiving a termination
benefit (as described below), or the amount reasonably needed to satisfy the
emergency. If, the petition for a suspension and/or payout is approved,
suspension will take effect upon the date of approval and any payout well be
made within thirty (30) days of the date of approval.
A Participant may elect, at any time prior to retirement, to withdraw
all of the vested portion of his or her Account Balance, calculated as if a
termination of employment had occurred as of the day of the election, less a
withdrawal penalty equal to ten percent (10%) of such amount. No partial
withdrawals will be allowed.
In the event of a Participant's retirement or disability, a Participant
will receive the vested portion of his or her Account Balance in the form of
whole shares of the Registrant's common stock equal to the number of Deferred
Stock Units credited to his or her account either in a lump sum or in equal
annual installments over a period of years in accordance with a Participant's
election upon the commencement of participation in the Plan. Installment
payments made in accordance with a Participant's election will commence no later
than thirty (30) days from the date the Participant retires or becomes disabled
and shall continue for a period not greater than fifteen (15) years from such
date. In the event of a Participant's termination, a Participant will receive
the vested portion of his or her Account Balance in the form of the Registrant's
common stock equal to the number of shares credited to his other account in a
lump sum. Generally, if a Participant dies after retirement or disability but
before the retirement or disability benefit is paid in full, the Participant's
unpaid retirement or disability benefit will continue and will be paid to the
Participant's
3
<PAGE> 4
beneficiary for the remaining number of years in the installment period selected
by the Participant. If no beneficiary is designated or in the event such
beneficiary is not then living, the benefit will be paid to the Participant's
estate over the remaining number of years in the installment period and in the
same amounts as that benefit would have been paid to the Participant had the
Participant survived. If a Participant dies while employed by a Participating
Employer but before he or she retires, the Participant shall become fully vested
in his or her Account Balance, and the Participant's beneficiary will receive a
benefit equal to the Participant's Account Balance in a lump sum within thirty
(30) days of the Committee's receipt of proof of the Participant's death.
A Participant's Obligations cannot be alienated, sold, transferred,
assigned, pledged, attached or otherwise encumbered by the Participant in
advance of actual receipt. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor be transferable by operation of law in the event of a Participant's
or any other person's bankruptcy or insolvency.
The Plan is administered by the Del Monte Corporation Employee Benefits
Committee (the "Committee") appointed by the Del Monte Corporation Board of
Directors (the "Board"). The Committee has the discretion and authority to make,
amend, interpret, and enforce all appropriate rules and regulations for the
administration of this Plan and decide or resolve any and all questions
including interpretations of this Plan, as may arise in connection with the
Plan.
The Board may terminate the Plan at any time. Upon the termination of
the Plan, the vested portion of a Participant's Account Balance will be paid out
as though the Participant had experienced a termination of employment on the
date of Plan termination, or, if Plan termination occurs after the date upon
which the Participant was eligible to retire, the Participant had retired on the
date of Plan termination, or, if Plan termination occurs after the Participant
retired or incurred a disability and commenced (but not completed) distribution
hereunder, benefits shall continue to the Participant pursuant to the terms
hereof without regard to the termination.
Further, the Board may, at any time, amend or modify the Plan in whole
or in part; except that no such amendment or modification may adversely affect a
Participant's right to Obligations in the amount of the Participant's vested
Account Balance as of the date of such amendment or modification. In addition,
no amendment or modification of the Plan shall affect the right of any
Participant or beneficiary who was eligible to or did retire or incurred a
disability on or before the effective date of such amendment or modification to
receive benefits in the manner he or she elected.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes a Delaware corporation to indemnify officers,
directors, employees and agents of the corporation, in connection with actual or
threatened actions, suits or proceedings provided that such officer, director,
employee or agent acted in good faith and in a manner such officer reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his or her conduct was
unlawful. This authority is sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
The Registrant's Certificate of Incorporation provides for
indemnification of officers and directors to the fullest extent permitted by
Delaware Law. In addition, the Registrant has, and intends in the future to
enter into, agreements to provide indemnification for directors and officers in
addition to that contained in the Restated Certificate of Incorporation and
By-laws.
The Plan contains an indemnification provision indemnifying the members
of the Del Monte Corporation Employee Benefits Committee in connection with
claims, losses, damages, expenses or liabilities arising from any
4
<PAGE> 5
action or failure to act with respect to the Plan except in the case of willful
misconduct by the committee or any of its members. The Registrant also carries
liability insurance covering officers and directors.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
4.1 Del Monte Corporation AIAP Deferred Compensation Plan.
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of KPMG LLP, Independent Public Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages to this Registration
Statement on Form S-8).
Item 9. Undertaking
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 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (l)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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, and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
5
<PAGE> 6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 San Francisco, State of
California, on this 31st day of May, 2000.
DEL MONTE FOODS COMPANY
By: /s/ Richard G. Wolford
--------------------------------------------
Richard G. Wolford
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David L. Meyers and William R. Sawyers,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
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 and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she 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 or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Richard G. Wolford Chairman of the Board, May 23, 2000
-------------------------------- President, Chief Executive
Richard G. Wolford Officer and Director
(Principal Executive Officer)
/s/ David L. Meyers Executive Vice President, May 31, 2000
-------------------------------- Administration and Chief
David L. Meyers Financial Officer (Principal
Financial Officer)
/s/ Richard L. French Senior Vice President, May 24, 2000
-------------------------------- Controller and Chief
Richard L. French Accounting Officer (Principal
Accounting Officer)
/s/ Richard W. Boyce Director May 31, 2000
--------------------------------
Richard W. Boyce
/s/ Timothy G. Bruer Director May 26, 2000
--------------------------------
Timothy G. Bruer
/s/ Al Carey Director May 26, 2000
--------------------------------
Al Carey
6
<PAGE> 7
/s/ Patrick Foley Director May 31, 2000
--------------------------------
Patrick Foley
/s/ Brian E. Haycox Director May 31, 2000
--------------------------------
Brian E. Haycox
/s/ Denise M. O'Leary Director May 31, 2000
--------------------------------
Denise M. O'Leary
/s/ William S. Price, III Director May 30, 2000
--------------------------------
William S. Price, III
/s/ Jeffrey A. Shaw Director May 25, 2000
--------------------------------
Jeffrey A. Shaw
/s/ Wesley J. Smith Director May 24, 2000
--------------------------------
Wesley J. Smith
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of San Francisco, State of
California, on this 31st day of May, 2000
DEL MONTE CORPORATION AIAP DEFERRED
COMPENSATION PLAN
By: /s/ William R. Sawyers
-------------------------------------------
William R. Sawyers,
on behalf of the Del Monte Corporation
Employee Benefits Committee, administrator
of the Del Monte Corporation AIAP Deferred
Compensation Plan
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
-------------- -------
<S> <C>
4.1 Del Monte Corporation AIAP Deferred Compensation Plan.
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of KPMG LLP, Independent Public Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages to this Registration
Statement on Form S-8).
</TABLE>
8
