As filed with the Securities and Exchange Commission on August 5,
1997
Registration No. 333-04665
_________________________________________________________________
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)
FOODBRANDS AMERICA, INC.
ASSOCIATE STOCK PURCHASE 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 A Professional Corporation
Suite 1700 Tenth Floor
Oklahoma City, Oklahoma 73118 Two Leadership Square
Oklahoma City, Oklahoma 73102
(Name and address of agent (405) 235-9621
for service)
405/879-4100
(Telephone number, including area code, of agent for service)
<PAGE>
The Registrant hereby removes from registration all of
the 60,000 shares of its common stock, par value $.01 per share
(the "Common Stock") originally included in the Registration
Statement (the "Registered Shares"). None of the Registered
Shares were issued and the Associate Stock Purchase Plan has been
terminated.
<PAGE>
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 of the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma on
July 31, 1997.
FOODBRANDS AMERICA, INC.
By:/s/ William L. Brady
William L. Brady
Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of
1933, this Amendment to Registration Statement has been signed by
the following persons on July 31, 1997.
/s/ R. Randolph Devening
R. Randolph Devening, President and
Chief Executive Officer
/s/ Bryant P. Bynum
Bryant P. Bynum, Senior Vice
President-Finance
/s/ William L. Brady
William L. Brady, Vice President
(Chief Accounting Officer)
/s/ Richard L. Bond
Richard L. Bond, Director
/s/ Eugene D. Leman
Eugene D. Leman, Director
/s/ Larry Shipley
Larry Shipley, Director
