REGISTRATION NO. 33-____
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 71-1648137
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1390 Enclave Parkway, Houston, Texas 77077-2099
(Address of Principal Executive Offices) (Zip Code)
Sysco Corporation
1995 Management Incentive Plan
(Full title of the plan)
Thomas P. Kurz, General Counsel
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
(Name and address of agent for service)
(713) 584-1390
(Telephone number, including area code, of agent for service)
Copies to:
Jonathan Golden, Esq.
Arnall Golden & Gregory
1201 West Peachtree Street
2800 One Atlantic Center
Atlanta, Georgia 30309-3400
(404) 873-8500
Calculation of Registration Fee*
_________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
_________________________________________________________________
Common
Stock,
$1.00 par 2,124,234 $33.1875 $70,498,015.88 $24,309.67
value shares
* Calculated pursuant to Rule 457(h), based upon the
average of the high and low prices reported for the
Common Stock on the New York Stock Exchange on
February 23, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated by reference in the
Registration Statement:
(a) The registrant's report on Form 10-K for the fiscal
year ended July 1, 1995.
(b) All other reports filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year ended July 1, 1995.
(c) The description of the registrant's Common Stock
contained in the registrant's registration statement filed under
Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such
description.
All documents filed by the registrant subsequent to the date
hereof 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 to this Registration Statement which
indicates that all of the shares of Common Stock offered have
been sold or which deregisters all of such shares 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
filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Certain
legal matters will be passed upon for the registrant by Arnall
Golden & Gregory, Atlanta, Georgia. Jonathan Golden, the sole
stockholder of Jonathan Golden P.C. (a partner of Arnall Golden &
Gregory), is a director of the registrant. As of the date
hereof, attorneys with Arnall Golden & Gregory beneficially own
an aggregate of 25,340 shares of the registrant's Common Stock.
Item 6. Indemnification of Directors and Officers. The
registrant is a Delaware corporation. Section 145 of the
Delaware General Corporation Law provides for indemnification of
officers, directors and other persons for losses and expenses
incurred under certain circumstances. The registrant's Restated
Certificate of Incorporation provides for indemnification to the
fullest extent permitted by Section 145 of the Delaware General
Corporation Law. Pursuant to the registrant's By-laws, the
registrant maintains insurance on behalf of, and may indemnify,
officers, directors, employees and agents of the registrant
against any liability asserted against them or incurred by them
in any such capacity, or arising out of their status as such. In
addition, the registrant has entered into indemnification
agreements with certain of its officers and directors.
Item 7. Exemption from Registration Claimed. Not
applicable.
Item 8. Exhibits. The following Exhibits are furnished as
part of this Registration Statement:
EXHIBITS
EXHIBIT NO. DESCRIPTION
5 Opinion of Arnall Golden & Gregory regarding legality
24(a) Consent of Arnall Golden & Gregory
(included as part of Exhibit 5 hereto)
24(b) Consent of Arthur Andersen LLP
25 Power of Attorney (contained on signature page)
Item 9. Undertakings.
(a) 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 Statement (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;
(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 (a)(1)
(i) and (a)(1)(ii) shall not apply if the
information required to be included in a
post-effective amendment by those
paragraphs is contained in periodic reports
filed 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 purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment 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.
(b) 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.
(c) 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 provisions described in Item 6, 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,
therefore, 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 proceedings) 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.
<PAGE>
SIGNATURES
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 Houston, State of Texas on
February 23, 1996.
SYSCO CORPORATION
By: Bill M. Lindig
Bill M. Lindig
--------------------------
Bill M. Lindig
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Bill M. Lindig
and John K. Stubblefield, Jr., and each of them individually, his
true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such individual and in such
person's 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 all documents in connection therewith, with
the Securities and Exchange Commission, granting each and every
act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or the substitutes of said
attorney-in-fact and agent, 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 set forth below and on the date
indicated above.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND
DIRECTORS:
Bill M. Lindig President, Chief Executive Officer
- ------------------------- and Director (principal executive
Bill M. Lindig officer)
John K. Stubblefield, Jr. Senior Vice President and Chief
- ------------------------- Financial Officer (principal
John K. Stubblefield, Jr. financial and accounting officer)
John F. Woodhouse Chairman of the Board of Directors
- -------------------------
John F. Woodhouse
John W. Anderson Director
- -------------------------
John W. Anderson
John F. Baugh Director
- -------------------------
John F. Baugh
Colin G. Campbell Director
- -------------------------
Colin G. Campbell
Charles H. Cotros Director
- -------------------------
Charles H. Cotros
Frank A. Godchaux III Director
- -------------------------
Frank A. Godchaux III
Jonathan Golden Director
- -------------------------
Jonathan Golden
Donald J. Keller Director
- -------------------------
Donald J. Keller
Richard G. Merrill Director
- -------------------------
Richard G. Merrill
Donald H. Pegler, Jr. Director
- -------------------------
Donald H. Pegler, Jr.
Frank H. Richardson Director
- -------------------------
Frank H. Richardson
Phyllis S. Sewell Director
- -------------------------
Phyllis S. Sewell
Arthur J. Swenka Director
- -------------------------
Arthur J. Swenka
Thomas B. Walker, Jr. Director
- -------------------------
Thomas B. Walker, Jr.
ARNALL GOLDEN & GREGORY
1201 West Peachtree Street
2800 One Atlantic Center
Atlanta, Georgia 30309-3400
February 28, 1996
SYSCO CORPORATION
1390 Enclave Parkway
Houston, Texas 77077-2027
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to Sysco Corporation, a Delaware
corporation (the "Company"), in connection with the preparation
of a Registration Statement on Form S-8 (the "Registration
Statement") filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
"Act"), relating to an offer by the Company of up to 2,124,234
shares of the Company's Common Stock, $1.00 par value (the
"Shares"), pursuant to the Company's 1995 Management Incentive Plan
("Plan").
In acting as counsel to the Company, we have examined and
relied upon such corporate records, documents, certificates and
other instruments and examined such questions of law as we have
considered necessary or appropriate for the purposes of this
opinion. In addition, we assume that the purchase price per
Share will, in all cases, equal or exceed the par value of a
Share. Based upon and subject to the foregoing, we advise you
that in our opinion the Shares to be sold pursuant to and in
accordance with the Plan have been duly and validly authorized
and will, upon receipt in full of the purchase price provided in
the Plan and upon issuance pursuant to a current prospectus in
conformity with the Act, be legally issued, fully paid and non-
assessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement and the reference to this firm under
the caption "Interests of Named Experts and Counsel" contained
therein and elsewhere in the Registration Statement. This
consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
ARNALL GOLDEN & GREGORY
ARNALL GOLDEN & GREGORY
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated August 2, 1995, included in Sysco Corporation's
Form 10-K for the year ended July 1, 1995 and to all references
to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
February 28, 1996
