FOODBRANDS AMERICA INC
S-8 POS, 1995-06-15
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As filed with the Securities and Exchange Commission on June 13,
1995

                                                Registration No.
33-59331          

=================================================================
===============

                        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
                                -------------------

                             FOODBRANDS AMERICA, INC.
             
- ------------------------------------------------------
              (Exact name of registrant as specified in its
charter)

              Delaware                                        
13-2535513
- ---------------------------------                    
- -------------------
(State or other jurisdiction                          (I.R.S.
Employer
of incorporation or organization)                    
Identification No.)

                      2601 Northwest Expressway, Suite 1000W
                           Oklahoma City, Oklahoma 73112
               
- ---------------------------------------------------
                (Address of Principal Executive Offices) (Zip
Code)

                             FOODBRANDS AMERICA, INC.
                             1992 STOCK INCENTIVE PLAN
                             -------------------------
                             (Full title of the plan)

                                 William L. Brady
                             Foodbrands America, Inc.
                      2601 Northwest Expressway, Suite 1000W
                           Oklahoma City, Oklahoma 73112
                      ---------------------------------------
                      (Name and address of agent for service)

                                  (405) 879-5500
          
- -------------------------------------------------------------
           (Telephone number, including area code, of agent for
service)

                                     Copy to:

                              Kevin R. Sweeney, Esq.
                             Shook, Hardy & Bacon P.C.
                               One Kansas City Place
                                 1200 Main Street
                         Kansas City, Missouri 64105-2118

=================================================================
=================
<PAGE>
                                 EXPLANATORY NOTE

         This Registration Statement relates to the adoption by
Foodbrands America,
Inc., a Delaware corporation (the "Company"), of the Registration
Statement on
Form S-8 (File No. 33-59331) of Doskocil Companies Incorporated,
formerly a
Delaware corporation ("Doskocil"), filed with the Securities and
Exchange
Commission (the "Commission") on May 15, 1995 (the "Registration
Statement").  On
May 16, 1995, Doskocil was merged with and into the Company, with
the Company as
the surviving entity.  Pursuant to Rule 414 under the Securities
Act of 1933 (the
"Act"), the Company hereby adopts the Registration Statement as
its own
registration statement for all purposes of the Act and the
Securities Exchange Act
of 1934.


                                    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
Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma
City, State of Oklahoma on June 13, 1995.

                                       FOODBRANDS AMERICA, INC.

                                  By: /s/ R. Randolph Devening
                                      ------------------------
                                          R. Randolph Devening,
                                          Chairman of the Board,
President
                                          and Chief Executive
Officer

         Pursuant to the requirements of the Securities Act of
1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been
signed by the
following persons in the capacities and on the dates indicated.

         SIGNATURE                          TITLE                 
       DATE
         ---------                          -----                 
       ----

/s/ R. Randolph Devening     Chairman of the Board, President     
  June 14, 1995
- ------------------------     Chief Executive Officer and Director
R. Randolph Devening         (Principal Executive Officer)

/s/ Horst O. Sieben          Senior Vice President and Chief      
  June 14, 1995
- ------------------------     Financial Officer (Principal
Horst O. Sieben              Financial Officer)

/s/ William L. Brady         Vice President and Controller        
  June 14, 1995
- ------------------------     (Principal Accounting Officer)
William L. Brady

         *                   Director                             
  June 14, 1995
- ------------------------                                          
              
Theodore Ammon
<PAGE>
         *                   Director                             
  June 14, 1995
- ------------------------
Richard T. Berg

         *                   Director                             
  June 14, 1995
- ------------------------                                          
              
Dort A. Cameron III

         *                   Director                             
  June 14, 1995
- ------------------------                                          
              
Yvonne V. Cliff

         *                   Director                             
  June 14, 1995
- ------------------------                                          
              
Terry M. Grimm

         *                   Director                             
  June 14, 1995
- ------------------------                                          
              
Paul S. Levy

         *                   Director                             
  June 14, 1995
- ------------------------                                          
              
Angus C. Littlejohn, Jr.

         *                   Director                             
  June 14, 1995
- ------------------------ 
Paul W. Marshall

- ----------
    *    Executed by William L. Brady as Attorney-in-Fact for the
named individuals
         pursuant to a Power of Attorney dated May 11, 1995, as
filed with the
         Commission with the initial filing of this Registration
Statement.



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