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As filed with the Securities and Exchange Commission on September 1, 2000
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
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)
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
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<CAPTION>
Title of Proposed
Securities to be Amount to be Maximum Offering Proposed Maximum 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 $2.2345 $558,625.00 $147.50
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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 (August 30, 2000)
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
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, 1999 (Commission File Number 0-19811).
(b) The Registrant's quarterly reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000 (Commission File Number 0-19811).
(c) The Registrant's reports on Form 8-K dated January 18, 2000 and Form
8-K/A dated March 20, 2000.
(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.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
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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.
Item 8. Exhibits.
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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 (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).
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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;
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.
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(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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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 August 31, 2000.
OPTA FOOD INGREDIENTS, INC.
By: /s/ Arthur J. McEvily, Ph.D.
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Arthur J. McEvily, Ph.D.
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Arthur
J. McEvily 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.
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<CAPTION>
<S> <C> <C>
/s/ Arthur J. McEvily, Ph.D. President, Chief Executive Officer August 31, 2000
------------------------------ and Director
Arthur J. McEvily, Ph.D. [Principal Executive Officer]
/s/ Scott A. Kumf Chief Financial Officer and Treasurer August 31, 2000
------------------------------ [Principal Financial Officer]
Scott A. Kumf
/s/ William P. Carmichael Director August 31, 2000
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William P. Carmichael
/s/ A. S. Clausi Director August 31, 2000
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A. S. Clausi
/s/ Harry Fields Director August 31, 2000
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Harry Fields
/s/ Glynn C. Morris Director August 31, 2000
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Glynn C. Morris
/s/ Olivier Suquet Director August 31, 2000
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Olivier Suquet
</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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