As filed with the Securities and Exchange Commission on June 13,
1995
Registration No.
33-45974
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===============
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 2
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
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(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
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<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. 33-45974) of Doskocil Companies Incorporated,
formerly a
Delaware corporation ("Doskocil"), filed with the Securities and
Exchange
Commission (the "Commission") on March 4, 1992, including
Post-Effective
Amendment No. 1 thereto filed May 18, 1993 (collectively, 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. 2 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. 2 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 13, 1995
- ------------------------ Chief Executive Officer and Director
R. Randolph Devening (Principal Executive Officer)
/s/ Horst O. Sieben Senior Vice President and Chief
June 13, 1995
- ------------------------ Financial Officer (Principal
Horst O. Sieben Financial Officer)
/s/ William L. Brady Vice President and Controller
June 13, 1995
- ------------------------ (Principal Accounting Officer)
William L. Brady
Director
- ------------------------
Theodore Ammon
* Director
June 13, 1995
- ------------------------
Richard T. Berg
** Director
June 13, 1995
- ------------------------
Dort A. Cameron III
** Director
June 13, 1995
- ------------------------
Yvonne V. Cliff
* Director
June 13, 1995
- ------------------------
Terry M. Grimm
** Director
June 13, 1995
- ------------------------
Paul S. Levy
** Director
June 13, 1995
- ------------------------
Angus C. Littlejohn, Jr.
* Director
June 13, 1995
- ------------------------
Paul W. Marshall
- ----------
* Executed by Darian B. Andersen as Attorney-in-Fact for
the named
individuals pursuant to a Power of Attorney dated March
3, 1992, as filed
with the Commission with the initial filing of this
Registration
Statement.
** Executed by Darian B. Andersen as Attorney-in-Fact for
the named
individuals pursuant to a Power of Attorney dated May
14, 1993, as filed
with the Commission with Post-Effective Amendment No. 1
to this
Registration Statement.
