Registration No. 33-53024
33-14219
333-34553
As filed with the Securities and Exchange Commission on September 17, 1997
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
Registration Statement
Under the Securities Act of 1933
SMITHFIELD FOODS, INC.
(Exact name of registrant as specified in its charter)
Virginia 52-0845861
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
999 Waterside Drive, Suite 900
Norfolk, Virginia 23510
(757) 365-3000
(Address, including zip code, and telephone
number, including area code, or Registrant's
principal executive offices)
SMITHFIELD FOODS, INC. 401(K) PLAN
and
SMITHFIELD FOODS, INC. 1984 STOCK OPTION PLAN
and
SMITHFIELD FOODS, INC. 1992 STOCK INCENTIVE PLAN
(Full titles of the plans)
----------
Aaron D. Trub, Secretary
Michael H. Cole, Assistant Secretary
Smithfield Foods, Inc.
999 Waterside Drive, Suite 900
Norfolk, Virginia 23510
(Name and address of agent for service)
(757) 365-3000
(Telephone number, including area code, of agent for service)
---------
1
<PAGE>
INTRODUCTION
Effective September 2, 1997, Smithfield Foods, Inc., a Delaware
corporation (the "Delaware Company") and the original registrant under this
Registration Statement, reincorporated as a Virginia corporation (the "Company")
by means of an Agreement and Plan of Merger between the Delaware Company and the
Company. This Amendment to the Registration Statement is being filed pursuant to
Rule 414(d) under the Securities Act of 1933, as amended, in order to effectuate
the adoption of the Registration Statement by the Company as the successor
issuer to the Delaware Company, to the extent applicable. The Registration
Statement shall hereafter be deemed to relate to that number of shares of the
Company's Common Stock, $.50 value per share with attached Rights to Purchase
Preferred Stock, to which the Registration Statement originally related.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan
Annual Information
Not required to be filed as part of this Registration Statement pursuant to Note
to Part 1 of Form S-8.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the documents listed below which have been filed with the Securities
and Exchange Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
April 27, 1997 (File No. 0-02258);
(b) all other reports filed with the Commission pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
since the end of the fiscal year covered by the Annual Report referred
to in (a) above, including the Company's Quarterly Report on Form 10-Q
for the quarter ended July 31, 1997 and the Company's Current Reports
on Form 8-K dated August 8, 1997 and September 2, 1997; and
(c) the description of the Company's Common Stock with attached Rights to
Purchase Preferred Stock contained in the Company's Current Report on
Form 8-K dated September 2, 1997.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act , prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates 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.
The laws of the Commonwealth of Virginia pursuant to which the Company
is incorporated permit it to indemnify its officers and directors against
certain liabilities. The Articles of Incorporation of the Company, which have
been approved by its shareholders, provide for the indemnification of each
director and officer (including former directors and
3
<PAGE>
officers and each person who may have served at the request of the Company as a
director or officer of any other legal entity and, in all such cases, his heirs,
executors and administrators) against liabilities (including expenses)
reasonably incurred by him in connection with any actual or threatened action,
suit or proceeding to which he may be made a party by reason of his being or
having been a director or officer of the Company, except in relation to any
action, suit or proceeding in which he has been adjudged liable because of
willful misconduct or a knowing violation of the criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index following signature page.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement
as amended by this Post-Effective Amendment No. 1:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 as amended
(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 paragraph (1)(i) and (1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8
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 the Registration
Statement.
4
<PAGE>
(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.
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 Exchange Act of 1934) that is incorporated by reference in the
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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1934 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Corporation 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
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Norfolk, Commonwealth of
Virginia, on the 28th day of August, 1997.
SMITHFIELD FOODS, INC.
By: /s/ Aaron D. Trub
----------------------------
Aaron D. Trub
Vice President, Secretary and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated, each of whom
also constitutes and appoints Aaron D. Trub and Michael H. Cole, and each of
them singly, his true and lawful attorney-in-fact and agent, for him, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and/or any Registration Statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, relating to additional
securities of the same class(es) as offered in an offering of Securities
pursuant to this Registration Statement, and to file the same and all exhibits
thereto, and any other documents in connection therewith with the Securities and
Exchange Commission, granting unto each attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each attorney-in-fact and
agent or his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
Name: Title: Date:
<S> <C>
/s/ Joseph W. Luter, III Chairman of the Board August 28, 1997
- -------------------------------
Joseph W. Luter, III and Chief Executive Officer
/s/ Lewis R. Little President and August 28, 1997
- ------------------------------------
Lewis R. Little Chief Operating Officer
/s/ Aaron D. Trub
- ------------------------------------- Vice President, Secretary August 28,1997
Aaron D. Trub and Treasurer, and Director
(Principal Financial Officer)
6
<PAGE>
/s/ C. Larry Pope
- ---------------------------------- Vice President and Controller August 28,1997
C. Larry Pope (Principal Accounting Officer)
/s/ Robert L. Burrus, Jr. Director August 28, 1997
- ----------------------------------
Robert L. Burrus, Jr.
/s/ F. J. Faison, Jr. Director August 28, 1997
- ----------------------------------
F. J. Faison, Jr.
Director August , 1997
- ----------------------------------
Joel W. Greenburg
Director August , 1997
- ----------------------------------
Cecil W. Gwaltney
/s/ George E. Hamilton, Jr. Director August 28, 1997
- ----------------------------------
George E. Hamilton, Jr.
/s/ Richard J. Holland Director August 28, 1997
- ----------------------------------
Richard J. Holland
/s/ Roger R. Kapello Director August 28, 1997
- ----------------------------------
Roger R. Kapello
/s/ H. Gordon Maxwell, III Director August 28, 1997
- ----------------------------------
H. Gordon Maxwell, III
Director August , 1997
- ----------------------------------
Wendell H. Murphy
Director August , 1997
- ----------------------------------
William H. Prestage
/s/ Joseph B. Sebring Director August 28, 1997
- ----------------------------------
Joseph B. Sebring
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Document
Number
<S> <C>
4.1 Articles of Incorporation of Smithfield Foods Virginia, Inc., and amendments
thereto (incorporated by reference to Exhibit 2 to the Company's Current
Report on Form 8-K dated September 2, 1997).
4.2 Form of Certificate representing the Company's Common
Stock, par value $0.50 per share (including Rights
legend)(incorporated by reference to Exhibit 6 to the
Company's Current Report on Form 8-K dated September
2, 1997).
4.3 By-laws of Smithfield Foods Virginia, Inc.(incorporated by reference to
Exhibit 3 to the Company's Current Report on Form 8-K dated September 2,
1997).
4.4 Form of Certificate representing Rights (incorporated by reference to Exhibit 5
to the Company's Current Report on Form 8-K dated September 2, 1997).
4.5 Rights Agreement dated as of September 1, 1997, by
and between Smithfield Foods, Inc. and First Union
National Bank, Charlotte, North Carolina, as Rights
Agent (incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K dated September
2, 1997).
*5.1 Opinion of McGuire, Woods, Battle & Boothe, L.L.P. (Reg. No. 33-53024).
*5.2 Opinion of Hogan & Hartson (Reg. No. 33-14219).
*5.3 Opinion of Michael H. Cole, Corporate Counsel of Smithfield Foods, Inc.
(Reg. No. 333-34553).
*23.1 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included in Exhibit
5.1).
*23.2 Consent of Hogan & Hartson (included in Exhibit 5.2).
*23.3 Consent of Michael H. Cole (included in Exhibit 5.3).
24 Power of Attorney (see signature page).
</TABLE>
- --------------------
* Previously filed.
8
