As filed with the Securities and Exchange Commission on September
13, 1995
Registration No. 33-
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------
FOODBRANDS AMERICA, INC.
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(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
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(Address of Principal Executive Offices) (Zip Code)
FOODBRANDS AMERICA, INC.
1992 STOCK INCENTIVE PLAN
-------------------------
(Full title of the plan)
Bryant P. Bynum
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)
Copies to:
Kevin R. Sweeney, Esq. W. Chris Coleman, Esq.
Shook, Hardy & Bacon P.C. McAfee & Taft
One Kansas City Place Two Leadership Square
1200 Main Street Tenth Floor
Kansas City, Missouri 64105 Oklahoma City, Oklahoma 73102
-------------------------------<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
=================================================================
<CAPTION>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered<F1> unit<F2> price<F2> fee
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share.1,090,000 $14.50 $15,805,000 $5,450
=================================================================
<FN>
<F1> This Registration Statement relates to an additional
1,090,000 shares of Common Stock to be covered by the Foodbrands
America, Inc. 1992 Stock Incentive Plan (the "Plan"). In
addition, pursuant to Rule 416 under the Securities Act of 1933,
this Registration Statement also covers an indeterminate number
of shares which by reason of certain events specified in the Plan
may become subject to the Plan.
<F2> Estimated pursuant to Rule 457(h) of the Securities Act
of 1933 solely for the purpose of calculating the registration
fee and based upon the average of the high and low prices of the
Common Stock as reported by the Nasdaq National Market System on
September 8, 1995.
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to an amendment to
the Plan approved by the stockholders of Doskocil Companies
Incorporated ("Doskocil") at Doskocil's 1995 Annual Meeting of
Stockholders pursuant to which the number of shares of Common
Stock authorized to be issued under the Plan was increased from
810,000 to 1,900,000. On May 16, 1995, Doskocil was merged with
and into Foodbrands America, Inc. (the "Company"), with the
Company as the surviving entity.
The contents of the Registration Statement on Form S-8
(File No. 33-45974) filed with the Securities and Exchange
Commission (the "Commission") on March 4, 1992, including
Post-Effective Amendment No. 1 thereto filed May 18, 1993 and
Post-Effective Amendment No. 2 thereto filed June 13, 1995, and
the Registration Statement on Form S-8 (File No. 33-59331) filed
with the Commission on May 15, 1995, including Post-Effective
Amendment No. 1 thereto filed June 13, 1995 (collectively, the
"Prior Registration Statements"), are hereby incorporated by
reference.
This Registration Statement includes information
required in this Registration Statement that was not included in
the Prior Registration Statements.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Doskocil and the
Company with the Commission are incorporated in and made a part
of this Registration Statement by reference, except to the extent
that any statement or information therein is modified, superseded
or replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference:
1. Doskocil's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, including Amendment No. 1 thereto
filed with the Commission on May 12, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the
period ended April 1, 1995 and for the period ended July 1, 1995.
3. Doskocil's Current Reports on Form 8-K dated March 7,
1995 and April 29, 1995, and the Company's Current Reports on
Form 8-K dated May 16, 1995 and June 6, 1995.
4. Doskocil's Report on Form 10-C filed with the Commission
on May 17, 1995.
5. The description of the Common Stock set forth in the
Company's Registration Statement on Form 8-B filed with the
Commission on May 17, 1995.
All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been
sold, or deregistering all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
the filing of such documents.
ITEM 8. EXHIBITS.
Number
------
4.1 Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to Registration
Statement on Form 8-B filed by the Registrant on May 17, 1995)
4.2 Bylaws of Registrant (incorporated by reference to
Exhibit 3.2 to Registration Statement on Form 8-B filed by the
Registrant on May 17, 1995)
5.1 Opinion of Shook, Hardy & Bacon P.C.
15.1 Letter regarding unaudited interim financial
information executed by Coopers & Lybrand L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Shook, Hardy & Bacon P.C. (contained in
Exhibit 5.1).
24.1 Power of Attorney (contained on signature pages
hereto).
99.1 Amendment Number Two to the Doskocil Companies
Incorporated 1992 Stock Incentive Plan
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 the City of Oklahoma
City, State of Oklahoma on September 13, 1995.
FOODBRANDS AMERICA, INC.
By: __________________________
R. Randolph Devening,
Chairman of the Board,
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William L. Brady
and Bryant P. Bynum and each of them, his true and lawful
attorneys-in-fact and agents, 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 (including
post-effective amendments) to this Registration Statement 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 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 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ R. Randolph Devening Chairman of the September 13, 1995
------------------------ Board, President,
R. Randolph Devening Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ Horst O. Sieben Senior Vice President September 13, 1995
------------------------ and Chief Financial
Horst O. Sieben Officer (Principal
Financial Officer)
/s/ William L. Brady Vice President September 13, 1995
------------------------ and Controller
William L. Brady (Principal Accounting
Officer)
/s/ Dort A. Cameron III Director September 13, 1995
------------------------
Dort A. Cameron III
/s/ Terry M. Grimm Director September 13, 1995
------------------------
Terry M. Grimm
/s/ Paul S. Levy Director September 13, 1995
------------------------
Paul S. Levy
/c/ Angus C. Littlejohn, Jr. Director September 13, 1995
------------------------
Angus C. Littlejohn, Jr.
/s/ Paul W. Marshall Director September 13, 1995
------------------------
Paul W. Marshall
INDEX TO EXHIBITS
Exhibit
No. Page
5.1 -Opinion of Shook, Hardy & Bacon P.C............. 11
15.1 -Letter regarding unaudited interim financial.... 13
information executed by Coopers & Lybrand L.L.P.
23.1 -Consent of Coopers & Lybrand L.L.P.............. 14
99.1 -Amendment Number Two to the Doskocil Companies
Incorporated 1992 Stock Incentive Plan.......... 15
EXHIBIT 5.1
Shook, Hardy & Bacon P.C.
September 12, 1995
Foodbrands America, Inc.
2601 Northwest Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
Re: Common Stock, $.01 Par Value
Gentlemen:
As counsel for Foodbrands America, Inc., a Delaware
corporation (the "Company"), we have participated in the
preparation and filing of a Registration Statement on Form S-8
(the "Registration Statement") for the registration of 1,090,000
additional shares of common stock, par value $.01 per share, of
the Company (the "Common Stock") which may be issued pursuant to
the Company's 1992 Stock Incentive Plan, as amended (the "Plan").
In connection therewith, we have examined: (i) the
Amended and Restated Certificate of Incorporation of the Company;
(ii) the Amended and Restated Bylaws of the Company; (iii) the
Registration Statement; (iv) the Plan; and (v) the minutes of the
1995 Annual Meeting of Stockholders of Doskocil Companies
Incorporated, the predecessor of the Company, at which the
stockholders approved the proposal to increase the number of
shares reserved for issuance under the Plan from 810,000 to
1,900,000.
In addition to the examinations outlined above, we have
conferred with various officers of the Company and have examined
such other documents and records of the Company as we deemed
necessary as a basis for the opinion hereafter expressed. In
such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of documents
submitted to us as certified copies or photocopies.
Based on the foregoing, and assuming awards granted
under the Plan are duly authorized in accordance with the terms
of the Plan, we are of the opinion that the Common Stock, when
issued in accordance with and pursuant to the terms set forth in
the Plan, will be legally issued, fully paid and nonassessable.
We express no opinion as to the laws of any
jurisdiction other than the General Corporation Law of the State
of Delaware. The opinion set forth in this letter is effective
as of the date hereof. No expansion of our opinion may be made
by implication or otherwise. We express no opinion other than as
herein expressly set forth. We do not undertake to advise you
with respect to any matter within the scope of this letter which
comes to our attention after the date of this letter and disclaim
any responsibility to advise you of future changes of law or fact
which may affect the above opinion. Other than the addressee
hereof, no one is entitled to rely on this opinion; provided,
however, that we hereby consent to all references to the
undersigned in the Registration Statement, and in all amendments
thereto, and to the filing of this opinion by the Company as an
exhibit to said Registration Statement.
Very truly yours,
/s/ Shook, Hardy & Bacon
-------------------------
SHOOK, HARDY & BACON P.C.
EXHIBIT 15.1
September 11, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 10549
Re: Foodbrands America, Inc.
Registration on Form S-8
We are aware that our reports dated May 2, 1995 and July 31,
1995, respectively, on our reviews of interim financial
information of Foodbrands America, Inc. for the three-month
periods ended April 1, 1995 and April 2, 1994, and the three and
six-month periods ended July 1, 1995 and July 2, 1994, and
included in the Company's quarterly reports on Form 10-Q for the
quarters ended April 1, 1995 and July 1, 1995, are incorporated
by reference in this Registration Statement. Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not
be considered a part of the Registration Statement prepared or
certified by us within the meaning of Section 7 and 11 of that
Act.
/s/ Coopers & Lybrand L.L.P.
__________________________
COOPERS & LYBRAND L.L.P.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Foodbrands America, Inc. (formerly Doskocil
Companies Incorporated) on Form S-8 (file No. 33-_______) of our
report dated March 3, 1995, on our audits of the consolidated
financial statements of Doskocil Companies Incorporated as of
December 31, 1994, and January 1, 1994 and for each of the three
years in the period ended December 31, 1994, which report is
included in the Company's Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
_____________________________
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
September 11, 1995
EXHIBIT 99.1
AMENDMENT NUMBER TWO TO THE
DOSKOCIL COMPANIES INCORPORATED
1992 STOCK INCENTIVE PLAN
Pursuant to the right of Doskocil Companies
Incorporated ("Doskocil") to amend the Doskocil Companies
Incorporated 1992 Stock Incentive Plan (the "Plan") as set forth
in Section XI.1 thereof, and, with respect to the increase in the
number of shares reserved for issuance thereunder, as authorized
by Doskocil's stockholders on May 16, 1995, the Plan is amended
as follows:
The title of the Plan shall be the "Foodbrands America,
Inc. 1992 Stock Incentive Plan" and all references to Doskocil
shall be deemed to refer instead to Foodbrands America, Inc.
Section IV.1(a) is hereby deleted in its entirety and
replaced with the following:
Subject to Article X, the aggregate number of
shares of Common Stock made subject to Awards
may not exceed 1,900,000.
