<PAGE>
As filed with the Securities and Exchange Commission on September 13, 1999
Registration No. 333- ___________
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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)
Delaware 04-3117634
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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)
Scott A. Kumf, Chief Financial Officer and Treasurer
Opta Food Ingredients, Inc.
25 Wiggins Avenue
Bedford, MA 01730
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(Name and address of agent for service)
(781) 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 $3.015 $753,750 $209.54
</TABLE>
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(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 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 (September 10,
1999) within 5 business days prior to filing this Registration Statement.
<PAGE>
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
Item 3. Incorporation of Documents by Reference.
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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, 1998 (Commission File Number 0-19811).
(b) The Registrant's quarterly reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999 (Commission File Number 0-19811).
(c) 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.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the issuance of the shares of Common Stock registered
under this registration statement has been passed upon for the Company by Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Members of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. owned an aggregate of 500 shares of common stock
of the Company.
Item 6. Indemnification of Directors and Officers.
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Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1, No. 33-45700.
Item 7. Exemption from Registration Claimed.
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Not applicable.
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<PAGE>
Item 8. Exhibits.
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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).
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of PricewaterhouseCoopers LLP (filed herewith).
(24) Power of Attorney to file future amendments (included in the signature
page of this Registration Statement).
Item 9. Undertakings.
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(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, represents 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) (Section
230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than a 20% 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;
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<PAGE>
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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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 and Exchange Act of 1934) that is incorporated by reference
in 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 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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<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 September 13, 1999.
OPTA FOOD INGREDIENTS, INC.
By: /s/ Lewis C. Paine, III
-----------------------
Lewis C. Paine, III
Chairman of the Board, President and
Chief Executive Officer
Each person whose signature appears below constitutes and appoints Lewis C.
Paine, III, and Scott A. Kumf, 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 on Form S-8 of Opta Food Ingredients, Inc., 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 Chairman of the Board, President, September 13, 1999
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Lewis C. Paine, III Chief Executive Officer and Director
[Principal Executive Officer]
/s/ Scott A. Kumf Chief Financial Officer, Vice President September 13, 1999
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Scott A. Kumf Administration and Treasurer
[Principal Financial and Accounting Officer]
/s/ William P. Carmichael Director September 13, 1999
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William P. Carmichael
/s/ A. S. Clausi Director September 13, 1999
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A. S. Clausi
/s/ Harry Fields Director September 13, 1999
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Harry Fields
/s/ Glynn C. Morris Director September 13, 1999
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Glynn C. Morris
/s/ Frederic Stevenin Director September 13, 1999
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Frederic Stevenin
</TABLE>
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<PAGE>
Exhibits
Exhibit No. Description
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(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.
(23.1) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
(included in opinion of counsel filed as Exhibit 5).
(23.2) Consent of PricewaterhouseCoopers LLP (filed herewith).
(24) Power of Attorney to file future amendments (included in the signature
page of this Registration Statement).
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<PAGE>
Exhibit 5
September 13, 1999
Opta Food Ingredients, Inc.
25 Wiggins Avenue
Bedford, Massachusetts 01730
Gentlemen:
We have acted as counsel to Opta Food Ingredients, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a Registration Statement on Form S-8
(the "Registration Statement"), pursuant to which the Company is registering the
issuance under the Securities Act of 1933, as amended, of a total of 250,000
shares (the "Shares") of its common stock, $.01 par value per share (the "Common
Stock"). This opinion is being rendered in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise
defined shall have the respective meanings given to them in the Registration
Statement.
In connection with this opinion, we have examined the Company's Amended and
Restated Certificate of Incorporation and Restated By-laws, both as currently in
effect; such other records of the corporate proceedings of the Company and
certificates of the Company's officers as we have deemed relevant; and 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 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.
Based upon the foregoing, we are of the opinion that (i) the Shares have been
duly and validly authorized by the Company and (ii) the Shares, when sold, will
have been duly and validly issued, fully paid and non-assessable shares of the
Common Stock, free of preemptive rights.
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.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
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<PAGE>
Exhibit 23.2
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 9, 1999 appearing on page F-1
of Opta Food Ingredients, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
Boston, Massachusetts
September 10, 1999
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