As filed with the Securities and Registration No. 2-91774
Exchange Commission on June 13, 1996
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.)
1601 N.W. Expressway, Suite 1700
Oklahoma City, Oklahoma 73118
(Address of Principal Executive Office) (Zip Code)
DOSKOCIL EMPLOYEE INVESTMENT PLAN
(Full title of the plan)
Copies to:
Mr. Bryant P. Bynum W. Chris Coleman, Esq.
Foodbrands America, Inc. McAfee & Taft
1601 N.W. Expressway, Suite 1700 A Professional Corporation
Oklahoma City, Oklahoma 73118 Tenth Floor
(Name and address of agent Two Leadership Square
for service) Oklahoma City, Oklahoma 73102
405/879-4100
(Telephone number, including area code, of agent for service)
EXPLANATORY NOTE
The registrant hereby removes from registration all
Plan Interests in the Doskocil Companies Incorporated Retirement
and Profit Sharing Plan (the "Plan") registered on Form S-8 filed
on June 20, 1984 (Registration No. 2-91774). The registrant is
the successor to Doskocil Companies Incorporated ("Doskocil") by
merger dated May 16, 1995, with the registrant as the surviving
entity.
Effective July 1, 1993, the Retirement and Profit
Sharing Plan for Salaried Employees of Wilson Foods Corporation
was merged into the Doskocil Employee Investment Plan to become
the Plan. In conjunction with the merger, certain Plan
amendments were approved that also became effective July 1, 1993.
Prior to July 1, 1993, employees could elect to invest their Plan
contributions in Doskocil common stock. After July 1, 1993,
employees could no longer direct their contributions or any
additional amounts to be invested in Doskocil common stock
through the Plan. As a result, and as of that date, the Plan
Interests became exempt from registration pursuant to Section
3(a)(2) of the Securities Act of 1933. See, Schlumberger Limited
(available May 4, 1988). For this reason, the registrant, as
successor to Doskocil, hereby deregisters the Plan Interests in
the Plan. Similarly, based on the SEC's position in Schlumberger
Limited (available May 4, 1988), the registrant will neither file
a Form 11-K for 1995 nor amend its 1995 Form 10-K to add
financial statements of the 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 require-
ments 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, 1996.
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, June 13, 1996
R. Randolph Devening President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Horst O. Sieben Senior Vice President and June 13, 1996
Horst O. Sieben Chief Financial Officer
(Principal Financial Officer)
/s/ William L. Brady Vice President and June 13, 1996
William L. Brady Controller (Principal
Accounting Officer)
/s/ Theodore Ammon Director June 13, 1996
Theodore Ammon
/s/ Dort A. Cameron III Director June 13, 1996
Dort A. Cameron III
/s/ Richard T Berg Director June 13, 1996
Richard T. Berg
/s/ Terry M. Grimm Director June 13, 1996
Terry M. Grimm
________________ Director __________, 1996
Paul S. Levy
/s/ Angus C. Littlejohn, Jr. Director June 13, 1996
Angus C. Littlejohn, Jr.
/s/ Paul W. Marshall Director June 13, 1996
Paul W. Marshall
/s/ Peter A. Joseph Director June 13, 1996
Peter A. Joseph
