<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 2000.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PURINA MILLS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0407288
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1401 South Hanley Road, St. Louis, Missouri 63144
(Address of Principal Executive Offices Including Zip Code)
EQUITY INCENTIVE PLAN
(Full Title of the Plans)
Darrell D. Swank
Executive Vice President and Chief Financial Officer
Purina Mills, Inc.
1401 South Hanley Road
St. Louis, Missouri 63144
(Name and Address of Agent For Service)
Telephone: (314) 768-4100
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------- ------------------------ ------------------------ ------------------------ ----------------------
Title of Proposed Maxi- Proposed Maxi- Amount of
Securities to Amount to be mum Offering mum Aggregate Registration
be Registered Registered (1) Price Per Share (2) Offering Price (2) Fee
-------------------------- ------------------------ ------------------------ ------------------------ ----------------------
-------------------------- ------------------------ ------------------------ ------------------------ ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 1,000,000 $10.844 $10,844,000 $2,862.82
value per share
-------------------------- ------------------------ ------------------------ ------------------------ ----------------------
</TABLE>
(1) Pursuant to Rule 416(c) of the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also covers such additional Common
Stock, $0.01 par value per share (the "Common Stock") as may become
issuable pursuant to the anti-dilution provisions of the Purina Mills,
Inc. Equity Incentive Plan (the "Plan").
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and
Regulations under the Securities Act, on the basis of the average of
the high and low sale prices of such securities on the Nasdaq National
Market System on September 7, 2000, within five business days prior to
filing.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents previously filed by Purina Mills, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) the Registration Statement on Form 10 (Registration No.
000-30077) filed March 23, 2000, as amended May 18, 2000;
(b) the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2000 and the Report on Form 8-K filed on June 30,
2000; and
(c) the description of the Common Stock of the Registrant
contained in the Prospectus included in the Registration
Statement on Form S-1 filed September 8, 2000.
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 de-registers all securities then remaining unsold shall be deemed
to be incorporated herein by reference 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 (the "DGCL")
contains provisions permitting (and, in some situations, requiring) Delaware
corporations such as the Registrant to provide indemnification to their officers
and directors for losses and litigation expense incurred in connection with,
among other things, their service to the corporation in those capacities. The
Certificate of Incorporation contains provisions requiring indemnification by
the Registrant of its directors, officers and employees to the fullest extent
permitted by law. Among other things, these provisions provide that the
Registrant is required to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including any action by or in the right of the Registrant) (a "Proceeding") by
reason of the fact that he is or was a director, officer or employee of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to any employee benefit plan)
against expenses
<PAGE> 3
(including attorneys' fees), judgments, fines, excise taxes under the Employee
Retirement Income Security Act of 1974, as amended, penalties and amounts paid
in settlement actually and reasonably incurred by him in connection with such
Proceeding to the fullest extent permitted by the DGCL, as the same exists or
may be amended (but, in the case of any such amendment, only to the extent that
such amendment permits the Registrant to provide broader indemnification rights
than such law permitted the Registrant to provide prior to such amendment).
These provisions also provide for the advance payment of fees and expenses
reasonably incurred by the director, officer or employee in defense of any such
Proceeding, subject to reimbursement by the director, officer or employee if it
is ultimately determined that such director, officer or employee is not entitled
to be indemnified by the Registrant. The Registrant has entered into agreements
with its directors providing contractually for indemnification consistent with
the Certificate of Incorporation and Bylaws. In addition, the Certificate of
Incorporation authorizes the Registrant to purchase insurance for its directors,
officers and employees insuring them against certain risks as to which the
Registrant may be unable lawfully to indemnify them. The Registrant has obtained
this insurance coverage for its directors, officers and employees as well as
insurance coverage to reimburse the Registrant for potential costs of its
corporate indemnification of directors, officers and employees.
Item 7. Exemption from Registration Claims
----------------------------------
Not Applicable.
Item 8. Exhibits
--------
4.1 Amended and Restated Certificate of Incorporation of
Purina Mills, Inc., incorporated by reference to
Exhibit 3(a) of Purina Mills' Registration Statement
on Form 10 (Registration No. 033-66606) filed on
March 23, 2000, as amended by Amendment No. 1 thereto
filed on May 18, 2000.
4.2 Amended and Restated By-Laws of Purina Mills, Inc.,
incorporated by reference to Exhibit 3(b) of Purina
Mills' Registration Statement on Form 10
(Registration No. 033-66606) filed on March 23, 2000,
as amended by Amendment No. 1 thereto filed on May
18, 2000.
4.3 Purina Mills, Inc. Equity Incentive Plan,
incorporated by reference to Exhibit 10(e) of Purina
Mills' Registration Statement on Form 10
(Registration No. 033-66606) filed on March 23, 2000,
as amended by Amendment No. 1 thereto filed on May
18, 2000.
5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of KPMG LLP with respect to the Consolidated
Financial Statements of Purina Mills, Inc.
23.2 Consent of Deloitte & Touche LLP with respect to the
Consolidated Financial Statements of Purina Mills,
Inc.
23.3 Consent of Counsel-- See Exhibit 5.
24 Power of Attorney.
Item 9. Undertakings
------------
(a) The undersigned Registrant hereby undertakes:
<PAGE> 4
(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;
(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,
represent a fundamental change in the
information set forth in the 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 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 Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
(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, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 in the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 of 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
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 St. Louis, State of Missouri, on September 14, 2000.
PURINA MILLS, INC.
By: /s/ Darrell D. Swank
--------------------------------
Name: Darrell D. Swank
Title: Executive Vice President and Chief
Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 14TH DAY OF SEPTEMBER, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director and Chief Executive Officer
------------------------- (Principal Executive Officer)
Brad J. Kerbs
* Executive Vice President and Chief Financial Officer
------------------------- (Principal Financial and Accounting Officer)
Darrell D. Swank
* Director
-------------------------
Craig Scott Bartlett, Jr.
* Director
-------------------------
Robert Cummings, Jr.
* Director
-------------------------
James Gaffney
* Director
-------------------------
Robert A. Hamwee
</TABLE>
*This Registration Statement has been signed on behalf of the above
officers and directors by Darrell D. Swank, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24 to this Registration Statement.
DATED: September 14, 2000 By: /s/ Darrell D. Swank
------------------------
Darrell D. Swank
Attorney-in-Fact
<PAGE> 6
EXHIBIT INDEX
-------------
4.1 Amended and Restated Certificate of Incorporation of
Purina Mills, Inc., incorporated by reference to
Exhibit 3(a) of Purina Mills' Registration Statement
on Form 10 (Registration No. 033-66606) filed on
March 23, 2000, as amended by Amendment No. 1 thereto
filed on May 18, 2000.
4.2 Amended and Restated By-Laws of Purina Mills, Inc.,
incorporated by reference to Exhibit 3(b) of Purina
Mills' Registration Statement on Form 10
(Registration No. 033-66606) filed on March 23, 2000,
as amended by Amendment No. 1 thereto filed on May
18, 2000.
4.3 Purina Mills, Inc. Equity Incentive Plan,
incorporated by reference to Exhibit 10(e) of Purina
Mills' Registration Statement on Form 10
(Registration No. 033-66606) filed on March 23, 2000,
as amended by Amendment No. 1 thereto filed on May
18, 2000.
5 Opinion of Jones, Day, Reavis & Pogue.
23.1 Consent of KPMG LLP with respect to the Consolidated
Financial Statements of Purina Mills, Inc.
23.2 Consent of Deloitte & Touche LLP with respect to the
Consolidated Financial Statements of Purina Mills,
Inc.
23.3 Consent of Counsel-- See Exhibit 5.
24 Power of Attorney.
