As filed with the Securities and Registration No. _____
Exchange Commission on May 31, 1996
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)
FOODBRANDS AMERICA, INC.
1995 DIRECTOR OPTION AGREEMENT
(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)
Calculation of Registration Fee
- ------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registra-
registered registered* per unit**price** tion fee**
- ------------------------------------------------------------------
Common Stock, 25,000 $15.9375 $398,437 $137.39
$.01 par value
- ------------------------------------------------------------------
* In addition, pursuant to Rule 416(a) 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 Foodbrands America, Inc. 1995
Director Option Agreement (the "Plan") may become subject to
the Plan.
** 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
Foodbrands America, Inc. common stock as reported by the New
York Stock Exchange on May 29, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant incorporates herein by reference the fol-
lowing documents filed with the Securities and Exchange Commission
(the "Commission"):
(a) The registrant's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995 filed with the Commission on
February 26, 1996, and as amended on Form 10-K/A on February 29,
1996 and May 10, 1996.
(b) The registrant's Quarterly Report on Form 10-Q for
the period ended March 30, 1996 filed with the Commission on April
29, 1996.
(c) The registrant's Current Report on Form 8-K filed
with the Commission on April 25, 1996, and Amendments One, Two and
Three on Form 8-K/A (filed on February 26 and 29, and April 25,
1996) to registrant's Current Report on Form 8-K dated December
11, 1995.
(d) The description of the Common Stock set forth in
the registrant's Registration Statement on Form 8-A filed with the
Commission on January 22, 1996.
All reports hereafter filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all of the shares of the registrant's Common
Stock covered by this registration statement have been sold or
which deregisters all such shares then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law,
under which act the registrant is incorporated, authorizes the
indemnification of officers and directors in certain
circumstances. Article Ninth and Tenth of the registrant's
Certificate of Incorporation, as well as Article 8 of the
registrant's Bylaws, provide indemnification of directors,
officers and agents to the extent permitted by Delaware General
Corporation Law. These provisions may be sufficiently broad to
indemnify such persons for liabilities under the Securities Act of
1933. In addition, Article Tenth of the registrant's Certificate
of Incorporation permits the exculpation of a director for mone-
tary damages for breach of fiduciary duty as a director. In
addition, the registrant maintains insurance policies which insure
its officers and directors against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation of the
registrant (incorporated by reference to Exhibit 3.1 to
Registration Statement on Form 8-B filed by the regis-
trant on May 17, 1995).
4.2 Amended and Restated 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).
4.3 Specimen certificate for Foodbrands America, Inc. Common
Stock, par value $.01 per share (incorporated by refer-
ence to Exhibit 4.1 to Registration Statement on Form 8-
B filed by registrant on May 17, 1995).
5 Opinion of McAfee & Taft A Professional Corporation.
15 Letter of Coopers & Lybrand L.L.P. regarding unaudited
interim financial information.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of McAfee & Taft A Professional Corporation
(contained in Exhibit 5).
99 Form of 1995 Director Option Agreement.
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 this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration state-
ment (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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the high or low end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registra-
tion 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 paragraphs (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission 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.
(2) That, for the purposes of determining any liability
under the Securities Act of 1933, each such post-effective amend-
ment 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 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.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the fore-
going 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 Act
and is, therefor, 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 Act and will be governed by the final
adjudication of such issue.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oklahoma City, State of Oklahoma
on May 30, 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 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, May 30, 1996
R. Randolph Devening President, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Horst O. Sieben Senior Vice President and May 30, 1996
Horst O. Sieben Chief Financial Officer
(Principal Financial Officer)
/s/ William L. Brady Vice President and May 30, 1996
William L. Brady Controller (Principal
Accounting Officer)
/s/ Theodore Ammon Director May 28, 1996
Theodore Ammon
/s/ Dort A. Cameron III Director May 30, 1996
Dort A. Cameron III
/s/ Richard T. Berg Director May 30, 1996
Richard T. Berg
/s/ Terry M. Grimm Director May 30, 1996
Terry M. Grimm
________________ Director __________, 1996
Paul S. Levy
/s/ Angus C. Littlejohn, Jr. Director May 30, 1996
Angus C. Littlejohn, Jr.
/s/ Paul W. Marshall Director May 30, 1996
Paul W. Marshall
/s/ Peter A. Joseph Director May 30, 1996
Peter A. Joseph
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Page
5 - Opinion of McAfee & Taft A Professional
Corporation
15 - Letter of Coopers & Lybrand L.L.P. regarding
unaudited interim financial information.
23.1 - Consent of Coopers & Lybrand L.L.P.
23.2 - Consent of Arthur Andersen LLP
23.3 - Consent of Deloitte & Touche LLP
99 - Form of 1995 Director Option Agreement
Exhibit 5
May 28, 1996
R. Randolph Devening
Chairman of the Board, President
and Chief Executive Officer
Foodbrands America, Inc.
1601 N.W. Expressway, Suite 1700
Oklahoma City, OK 73118
Re: Shares of Foodbrands America, Inc. Common Stock,
Par Value $.01, to be issued pursuant to the
Foodbrands America, Inc. 1995 Director Option
Agreement (the "Plan")
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to
be filed by you with the Securities and Exchange Commission in
connection with the Plan, which Registration Statement covers the
offer and sale of up to 25,000 shares of common stock, par value
$.01 per share, of Foodbrands America, Inc. (the "Corporation").
We also examined your minute books and other corporate records,
and made such other investigation as we deemed necessary in order
to render the opinions expressed herein.
Based on the foregoing, we are of the opinion that the
shares to be purchased pursuant to the Plan, when issued in
accordance with the Plan, will be legally issued, fully paid and
nonassessable in accordance with the Delaware General Corporation
Law.
Consent is hereby given for the inclusion of this opinion as
part of the Registration Statement.
Very truly yours,
McAfee & Taft A Professional Corporation
Exhibit 15
May 28, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 10549
Re: Foodbrands America, Inc.
Registration Statement on Form S-8 (1995 Director Option
Agreement)
Gentlemen:
We are aware that our report dated April 29, 1996 on our review of interim
financial information of Foodbrands America, Inc. for the periods ended March
30, 1996 and April 1, 1995, and included in the Company's quarterly report on
Form 10-Q for the quarter ended March 30, 1996 is 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 Sections 7 and 11
of that Act.
COOPERS & LYBRAND L.L.P.
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. __________) of our report, which includes an explanatory
paragraph relating to the Company's adoption of new methods of accounting for
income taxes and postretirement benefits other than pensions, dated February
12, 1996, except as to the information presented in Note 13 for which the date
is May 9, 1996, on our audits of the consolidated financial statements and our
report dated February 12, 1996, on our audit of the related financial
statement schedule of Foodbrands America, Inc. as of December 30, 1995 and
December 31, 1994, and for the years ended December 30, 1995, December 31,
1994 and January 1, 1994. We also consent to the incorporation by reference
in this registration statement of our report dated September 23, 1994, on our
audits of the financial statements of TNT Crust, Inc. as of August 31, 1994
and 1993, and for the years then ended, which report is included in Foodbrands
America, Inc.'s Amendments One, Two and Three on Form 8-K/A (filed on February
26 and 29, and April 25, 1996, respectively) to the Current Report on Form 8-K
dated December 11, 1995, which Form 8-K/A is incorporated by reference in this
registration statement.
COOPERS & LYBRAND L.L.P.
Oklahoma City, Oklahoma
May 28, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we consent to the
incorporation by reference in this Form S-8 registration
statement of Foodbrands America, Inc. of our report dated
September 22, 1995, on our audit of the financial statements of
TNT Crust, Inc. as of August 31, 1995, and for the year then
ended, which report is included in Foodbrands America, Inc.'s
Amendments One, Two and Three on Form 8-K/A (filed on February 26
and 29, and April 25, 1996, respectively) to the Current Report
on Form 8-K dated December 11, 1995.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
May 28, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of Foodbrands America, Inc. on Form S-8
(File No. ) of our report dated January 6, 1996, on our
audits of the financial statements of KPR Holdings, L.P. as of
December 10, 1995 and Decemebr 31, 1994, and for the period ended
December 10, 1995 and the fiscal years ended December 31, 1994
and January 1, 1994, which report is included in Foodbrands
America, Inc.'s Form 8-K, as amended through April 25, 1996.
DELOITTE & TOUCHE LLP
Fort Worth, Texas
May 28, 1996
Exhibit 99
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, dated April 27, 1995, is made by and between Foodbrands
America, Inc., a Delaware corporation (the "Corporation") and
__________________ (the "Optionee").
WHEREAS, on April 27, 1995, the Board of Directors of the Corporation
(the "Board") authorized grants of options to the members of the Board of
Directors as additional compensation; and
WHEREAS, the Board considers the Optionee to be eligible to receive this
grant, and has determined that it would be in the best interests of the
Corporation to grant the Option documented herein; and
WHEREAS, the Optionee desires to accept such Option, subject to the terms
and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Grant of Option.
The Corporation hereby grants to the Optionee, subject to the terms and
conditions of this Agreement, the right and option to purchase from the
Corporation all or any part of an aggregate of Five thousand, (5,000) shares
of the Common Stock (the "Shares"), at an exercise price of $7.875 per share
(the "Exercise Price"). This option (the "Option") is not intended to be and
will not be treated as an incentive stock option within the meaning of Section
422A of the Internal Revenue Code of 1986, as amended.
2. Option Expiration Date.
Unless otherwise provided in this Agreement, the Option, to the extent it
has not been previously exercised, shall expire as of 11:59 p.m. on April 26,
2005 (the "Option Expiration Date").
3. Option Vesting and Exercise Limitations.
100% of the option shares shall vest on the date of the grant, April 27,
1995.
4. Option Exercise Procedure.
Subject to the limitations set forth in Section 3 hereof, the Option may
be exercised in whole or in installments, and shall be exercised by the timely
delivery to the Corporation, in the manner described in Section 15 hereof, of
a written Notice of Election to Exercise Option in substantially the form
attached hereto as Exhibit "A". The Notice of Election to Exercise Option
shall be accompanied by payment of the Exercise Price for the shares of Common
Stock with respect to which the Option is being exercised, together with
payment of any necessary withholding taxes.
5. Payment of the Exercise Price.
The Exercise Price shall be paid (a) in cash, or by check, bank
draft or money order payable to the order of the Corporation; (b) in shares of
previously acquired Common Stock (excluding non-vested shares of Restricted
Stock) duly endorsed and free of any liens and encumbrances; (c) in any
combination of the foregoing; or (d) with such other consideration as the
Compensation Committee of the Board (the "Committee") may at such time deem
appropriate. Common Stock used to pay the Exercise Price shall be valued at
its Fair Market Value as of the date of such exercise. In addition to the
foregoing, and subject to the discretion of the Committee, the Option may be
exercised by a broker Dealer acting on behalf of the Optionee if (A) the
broker-dealer has received from the Optionee or the Corporation a fully-and
duly- endorsed agreement evidencing such Option and instructions signed by the
Optionee requesting the Corporation to deliver the shares of Common Stock
subject to the Option to the broker dealer on behalf of the Optionee and
specifying the account into which such shares should be deposited, (B)
adequate provision has been made with respect to the payment of any
withholding taxes due upon such exercise, and (C) the broker dealer and the
Optionee have otherwise complied with Section 220.3(e) (4) of Regulation T, 12
CFR, Part 220 and any successor rules and regulations applicable to such
exercise ("Cashless Exercise"); provided, however, that the Optionee may not
elect to utilize a Cashless Exercise within six (6) months following the date
the Option is granted, (unless death or disability occurs prior to the
expiration of such six-month period), and any such election must be made
during any period beginning on the third business day following the date of
release of a summary statement of the Corporation's quarterly or annual
sales and earnings and ending on the twelfth business day following such date
(the "Window Period"), or otherwise in accordance with the Corporation's
Insider Trading Policy.
6. Restrictions on Transfer.
The Option shall not be subject in any manner to alienation,
anticipation, sale, transfer, assignment, pledge, or encumbrance, except for
transfer by will or the laws of descent and distribution. Any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option, or
to subject the Option to execution, attachment or similar process, contrary to
the provisions hereof, shall be void and ineffective, shall give no right to
any purported transferee, and may, at the discretion of the Committee, result
in forfeiture of the Option.
7. Other Option Conditions.
(a) If the Optionee ceases to be a member of the Board of the
Corporation prior to the Option Expiration Date for any reason other than (i)
the death of the Optionee, or (ii) on account of any act of fraud, intentional
misrepresentation, embezzlement, misappropriation, or conversion of assets or
opportunities of the Corporation or any of its Subsidiaries, then the Option
may be exercised, to the extent the Optionee was able to do so as of the date
of such termination of membership on such Board of Directors, within a period
ending on the earlier to occur of (A) the date which is three months following
such termination of membership on the Board of Directors of the Corporation,
or (B) the Option Expiration Date.
(b) If the Optionee dies before the Option Expiration Date and is a
member of the Board of Directors of the Corporation at the time of death, or
if an Optionee dies within a period of three months following the termination
of his membership on such Board of Directors (but before the Option Expiration
Date), the Option may be exercised, to the extent the Optionee was entitled to
exercise the Option as of the date of his or her death, within a period ending
on the earlier to occur of (A) the date which is one year following the date
of death, or (B) the Option Expiration Date. Under such circumstances, the
Option may be exercised by the Beneficiary named by the Optionee in a valid
Beneficiary designation filed with the Committee, as more fully described in
Section 12 hereof, and if no such Beneficiary designation has been filed with
the Committee at such time, or if no such designated Beneficiary has survived
the ptionee, then the Option may be exercised by the executor or administrator
of the estate of the Optionee, or by the person or persons who shall have
aquired the Option directly from the Optionee by bequest or inheritance.
(c) Notwithstanding anything to the contrary set forth in subsection (a)
of this Section 7, if the membership of the Optionee on the Board of Directors
is terminated prior to the Option Expiration Date on account of fraud,
intentional misrepresentation, embezzlement, misappropriation, or conversion
of assets or opportunities of the Corporation or any of its Subsidiaries, then
the Option, to the extent it has not been previously exercised, shall
automatically and immediately expire as of the date of such termination of
such membership, regardless of the extent to which it would have been
otherwise exercisable at such time.
8. Government Regulations. Registration and Listing of Stock.
This Agreement, the grant and exercise of the Option, and the
Corporation's obligation to sell and deliver Common Stock pursuant to the
exercise of the Option, shall be subject to all applicable federal, state and
local laws, rules and regulations and to such approvals which may be required
by regulatory or governmental agencies.
9. Withholding Taxes.
The Corporation's obligation to deliver shares of Common Stock upon the
exercise of the Option shall be subject to the Optionee's satisfaction of all
applicable federal, state and local withholding tax requirements arising out
of the exercise of the Option. In that regard, the Committee may allow the
Optionee to pay the amount of taxes required by law to be withheld as a result
of the exercise of the Option (a) by withholding from the amount of Common
Stock due upon exercise of the Option, or (b) by allowing the Optionee to
deliver to the Corporation, shares of Common Stock having a fair market value
(which shall be computed at the closing price of such shares as quoted in the
Wall Street Journal or a similar publication selected by the Committee), on
the date prior to the date of payment, equal to the amount of such required
withholding taxes; provided, however, that if the Optionee is deemed by the
Corporation to be an insider, an election under (a) may not be made within six
months of the date the Option is granted (unless death or disability of the
Optionee occurs prior to the expiration of such six-month period), and must be
made either six months prior to the date of payment or during the Window
Period.
To the extent the Optionee fails to satisfy the above withholding
obligation, the Corporation shall, to the extent permitted by law, have the
right to deduct from any payments of any kind otherwise due to the Optionee,
any such withholding taxes.
10. No Shareholder Rights.
The Optionee shall have no rights as a shareholder with respect to any
shares of Common Stock subject to this Option prior to the date of issuance to
him of a certificate for such shares.
11. No Other Rights Created.
This Agreement shall not constitute an employment agreement and shall not
confer upon the Optionee any right to remain on the Board of the Corporation.
The Optionee shall remain subject to termination of his membership on the
Board to the same extent as though this Agreement did not exist.
12. Beneficiaries.
The Optionee may file with the Committee a written designation of one or
more persons as the beneficiary (the "Beneficiary") who, in the event of the
Optionee's death, shall be entitled to receive any Options or shares of Common
Stock which may be distributable upon the exercise of any Option granted
hereunder. The Optionee may, from time to time, revoke or change his
Beneficiary designation without the consent of any prior Beneficiary by filing
a new designation with the Committee. The last such designation received by
the Committee shall be controlling; provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Optionee's death, and in no event shall be effective as
of a date prior to such receipt.
If no such Beneficiary designation is in effect at the time of the
Optionee's death, or if no designated Beneficiary survives the Optionee, or
such designation conflicts with law, the delivery of such Option or shares of
Common Stock, shall be made to the Optionee's estate. If the Committee is in
doubt as to the right of any person to receive such Option or such Common
Stock, the Committee may retain such Option or such Common Stock, without
liability or any interest thereon, until the rights therein are determined, or
the Committee may deliver such Option or shares of Common Stock into any court
of appropriate jurisdiction, and such delivery shall be a complete discharge
of the liability of the Corporation and the Committee therefor.
13. No Shareholder Approval.
The Options granted under this Agreement have not been submitted to nor
approved by the shareholders of the Corporation and consequently are subject
to the applicable restrictions on trading under Rule 16(b) of the Securities
Exchange Act of 1934.
14. Binding Effect.
The Optionee hereby acknowledges receipt of a copy of this Option
Agreement and agrees to be bound by all of the terms and provisions thereof.
15. Notices.
Any notice hereunder to the Corporation shall be addressed to it at
Foodbrands America, Inc., Compensation Committee, 2601 N.W. Expressway, Suite
1000, Oklahoma City, Oklahoma 73112. Any notice hereunder to the Optionee
shall be addressed to him at the address last provided by the Optionee to the
Corporation, subject to the right of either party at any time hereafter to
designate at any time hereafter in writing a different address.
16. Amendment.
Any amendment of this Agreement shall require a written agreement
executed by both parties.
17. Miscellaneous.
This Agreement contains a complete statement of all the arrangements
between the parties with respect to its subject matter. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the
State of Oklahoma applicable to agreements made and to be performed
exclusively in the State of Oklahoma. The headings in this Agreement are
solely for convenience of reference and shall not affect its meaning or
interpretation.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer and the Optionee has executed this
Agreement as of the day and tear first above written.
FOODBRANDS AMERICA, INC.
By:_____________________________
Optionee
_____________________________
