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As filed with the Securities and Exchange Commission on August 2, 1996
Registration No. 333- ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act Of 1933
OPTA FOOD INGREDIENTS, INC.
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(Exact name of Registrant as specified in its charter)
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Delaware 04-3117634
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Wiggins Avenue, Bedford, Massachusetts 01730
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(Address of Principal Executive Offices)
OPTA FOOD INGREDIENTS, INC.
1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
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(Full title of the plan)
------------------------
Thomas J. Trometer, Vice President-Finance
Opta Food Ingredients, Inc.
25 Wiggins Avenue
Bedford, MA 01730
-----------------
(Name and address of agent for service)
(617) 276-5100
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed Maximum
Securities to be Amount to be Maximum Offering Aggregate Amount of
Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
- ------------------ -------------- ------------------- --------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 250,000 $8.00 $2,000,000.00 $689.66
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) Subject to adjustment in accordance with certain anti-dilution and other
provisions of the 1992 Employee, Director and Consultant Stock Option Plan
(the "Plan"). Accordingly, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration Statement
covers, in addition to the number of shares stated above, an indeterminable
number of shares which may be subject to grant or otherwise issuable after
the operation of any such anti-dilution and other provisions.
(2) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act on the basis of the average high and low sale prices per
share on the Nasdaq National Market System as of a date (July 29, 1996)
within 5 business days prior to filing this Registration Statement.
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PART I. INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission (the "Commission"), the
information specified by Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers of Common Stock of Opta Food
Ingredients, Inc. (the "Registrant") pursuant to the Plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with instructional Note E to Form S-8, the information
specified by Items 4, 5, 6, 7 and 9 of the Registrant's Registration Statement
on Form S-8, Registration Number
33-65406, are hereby incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission File Number 0-19811).
(b) The Registrant's quarterly report on Form 10-Q for the quarter ended
March 31, 1996 (Commission File Number 0-19811).
(c) The Registrant's current reports on From 8-K dated May 16, 1996, and
June 4, 1996 (Commission File Number 0-19811).
(d) The description of the Common Stock filed with the Commission included
in the Registrant's Registration Statement on Form 8-A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), filed with the Commission
on January 23, 1992, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Registrant with
the Commission 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 covered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
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ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
(4.1) Form of Common Stock Certificate (previously filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1, Registration No. 33-
45700, as amended, and incorporated herein by reference).
(4.2) Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-8,
Registration No. 33-93518, and incorporated herein by reference).
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(4.3) Restated By-Laws of the Registrant (previously filed as Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1, Registration
No. 33-45700, as amended, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with
respect to the legality of the original issuance of securities being
registered (filed herewith).
(23.1) Consent of Price Waterhouse LLP (filed herewith).
(23.2) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included
in Exhibit 5).
(24) Power of Attorney to file future amendments (included in the signature
page of this Registration Statement).
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<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 Bedford, Massachusetts, on July 18, 1996.
OPTA FOOD INGREDIENTS, INC.
By: /s/ Lewis C. Paine, III
-----------------------
Lewis C. Paine, III
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lewis C. Paine, III, and Thomas J. Trometer, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution in each of them, for him and in his name,
place and stead, and 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 substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<S> <C> <C>
/s/ Lewis C. Paine, III President, Chief Executive July 18, 1996
- ----------------------------------- Officer and Director
Lewis C. Paine, III [Principal Executive Officer]
/s/ Thomas J. Trometer Vice President-Finance July 31, 1996
- ----------------------------------- and Treasurer [Principal
Thomas J. Trometer Financial and Accounting
Officer]
/s/ A.S. Clausi Director July 18, 1996
- -----------------------------------
A.S. Clausi
/s/ Anthony B. Evnin Director July 31, 1996
- -----------------------------------
Anthony B. Evnin
Director July , 1996
- -----------------------------------
Harry Fields
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Christopher F.O. Gabrieli Director July 31, 1996
- -----------------------------------
Christopher F.O. Gabrieli
Director July , 1996
- -----------------------------------
Akiva T. Gross
/s/ Glynn C. Morris Director July 18, 1996
- -----------------------------------
Glynn C. Morris
/s/ Charles W. Newhall, III Director July 31, 1996
- -----------------------------------
Charles W. Newhall, III
</TABLE>
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<PAGE>
EXHIBITS
Exhibit No. Description
- ----------- -----------
(4.1) Form of Common Stock Certificate (previously filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1, Registration No. 33-
45700, as amended, and incorporated herein by reference).
(4.2) Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-8,
Registration No. 33-93518, and incorporated herein by reference).
(4.3) Restated By-Laws of the Registrant (previously filed as Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1, Registration No. 33-
45700, as amended, and incorporated herein by reference).
(5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with
respect to the legality of the original issuance of securities being
registered (filed herewith at page 7).
(23.1) Consent of Price Waterhouse LLP (filed herewith at page 9).
(23.2) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included
in Exhibit 5).
(24) Power of Attorney to file future amendments (included in the signature
page of this Registration Statement).
<PAGE>
EXHIBIT 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
<TABLE>
<S> <C>
701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000
Washington, D.C. 20004 Telex: 94-0198
Telephone: 202/434-7300 Fax: 617/542-2241
Fax: 202/434-7400
</TABLE>
Direct Dial Number
July 31, 1996
Opta Food Ingredients, Inc.
25 Wiggins Avenue
Bedford, Massachusetts 01730
Ladies and Gentlemen:
This opinion is furnished to you in connection with the filing by Opta Food
Ingredients, Inc. (the "Company") with the Securities and Exchange Commission of
a Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, amended. You have requested our opinion concerning the
status under Delaware law of the 250,000 shares (the "Shares") of the Company's
common stock, par value $.01 per share (the "Common Stock"), which are being
registered under the Registration Statement for issuance by the Company pursuant
to the terms of the Opta Food Ingredients, Inc. 1992 Employee, Director and
Consultant Stock Option Plan, as amended (the "Plan").
We have acted as counsel to the Company in connection with the preparation
and filing of the Registration Statement. In that connection, we have examined
and are familiar with originals or copies, certified or otherwise identified to
our satisfaction, of:
1. the Amended and Restated Certificate of Incorporation of the Company
as presently in effect;
2. the By-Laws of the Company as presently in effect;
3. certain resolutions adopted by the Company's Board of Directors and
Stockholders;
4. the Plan; and
5. the Registration Statement and the exhibits thereto.
In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the
<PAGE>
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies. We have also
assumed that: (i) all of the Shares will be issued for the consideration
permitted under the Plan as currently in effect, and none of such Shares will be
issued for less than $.01; (ii) all actions required to be taken under the Plan
by the Compensation Committee and the Board of Directors of the Company will be
taken by the Compensation Committee and the Board of Directors of the Company
respectively; and (iii) at the time of the exercise of the options under the
Plan, the Company shall continue to have sufficient authorized and unissued
shares of Common Stock reserved for issuance thereunder.
Based upon and subject to the foregoing, we are of the opinion that, upon
the issuance of the Shares under the Plan as provided therein, each such Share
will be duly authorized, validly issued, fully paid and non-assessable.
Our opinion is limited to the General Corporation Laws of the State of
Delaware, and we express no opinion with respect to the laws of any other
jurisdiction. No opinion is expressed herein with respect to the qualification
of the Shares under the securities or "blue sky" laws of any state or any
foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further consent
to all references to us in the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1996 appearing on page F-1
of Opta Food Ingredients, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995.
PRICE WATERHOUSE LLP
Boston, Massachusetts
July 30, 1996
