REGISTRATION NO. 333-
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
1974 EMPLOYEES' STOCK PURCHASE PLAN
(Full title of the plan)
Thomas P. Kurz, General Counsel
Sysco Corporation
1390 Enclave Parkway
Houston, Texas 77077-2027
(Name and address of agent for service)
(281) 584-1390
(Telephone number, including area code, of agent for service)
Copy to:
Jonathan Golden, Esq.
Arnall Golden & Gregory
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30303-3450
(404) 873-8700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price registration fee*
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 5,000,000 Shares $34.00 $170,000,000 $58,620.69
par value
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated pursuant to Rule 457(h), based upon the average of the high and low
prices reported for the Common Stock on May 16, 1997.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following
documents are incorporated by reference in the Registration Statement:
(a) The registrant's annual report on Form 10-K for the fiscal year
ended June 29, 1996.
(b) All other reports filed by the registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since June 29, 1996.
(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 subsequently 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 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 Company by Arnall Golden & Gregory, LLP, Atlanta,
Georgia. Jonathan Golden, the sole stockholder of Jonathan Golden P.C. (a
partner of Arnall Golden & Gregory, LLP), is a director of the registrant. As of
the date hereof, attorneys with Arnall Golden & Gregory beneficially own an
aggregate of 25,000 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
ITEM 8. EXHIBITS. The following Exhibits are furnished as part of this
Registration Statement:
EXHIBIT NO. EXHIBITS
3(a) Restated Certificate of Incorporation of the
Registrant, as amended (hereby incorporated
herein by reference to Exhibit (3)(a) filed with
Registrant's Form 10-K for the year ended June
29, 1991)
3(b) Bylaws of the Registrant, as amended (hereby
incorporated herein by reference to Exhibit
(3)(b) filed with Registrant's Form 10-K for the
year ended July 2, 1994)
2
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5* Opinion of Arnall Golden & Gregory, LLP regarding
legality
15 Letter re unaudited interim financial information
24(a)* Consent of Arnall Golden & Gregory, LLP
(included as part of Exhibit 5 hereto)
24(b)* Consent of Arthur Andersen LLP
* included with this filing
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 of
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 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) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3
3
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or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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 of 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.
4
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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 Memphis, State of Tennessee on May 14, 1997.
SYSCO CORPORATION
By:/s/ 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 John F. Woodhouse his true and lawful
attorney-in-fact and agent 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 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 might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his 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 date indicated above.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
/s/ John F. Woodhouse Chairman of the Board
- ---------------------------------
John F. Woodhouse
/s/ Bill M. Lindig President, Chief Executive Officer\
- --------------------------------- and Director
Bill M. Lindig (Principal Executive Officer)
/s/ John K. Stubblefield, Jr. Senior Vice President and Chief
- -------------------------------- Financial Officer (Principal Financial
John K. Stubblefield, Jr. and Accounting Officer)
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
5
<PAGE>
/s/ John W. Anderson Director
- ---------------------------------
John W. Anderson
/s/ John F. Baugh Director
- ---------------------------------
John F. Baugh
- --------------------------------- Director
Colin G. Campbell
/s/ Charles H. Cotros Director
- ---------------------------------
Charles H. Cotros
- --------------------------------- Director
Judith B. Craven
/s/ Frank A. Godchaux III Director
- ---------------------------------
Frank A. Godchaux III
/s/ Jonathan Golden Director
- ---------------------------------
Jonathan Golden
/s/ Donald J. Keller Director
- ---------------------------------
Donald J. Keller
/s/ Richard G. Merrill Director
- ---------------------------------
Richard G. Merrill
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
6
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- --------------------------------- Director
Frank H. Richardson
/s/ Phyllis S. Sewell Director
- ---------------------------------
Phyllis S. Sewell
/s/ Arthur J. Swenka Director
- ---------------------------------
Arthur J. Swenka
- --------------------------------- Director
Thomas B. Walker, Jr.
7
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EXHIBITS TO REGISTRATION STATEMENT
ON FORM S-8
SYSCO CORPORATION
<PAGE>
EXHIBIT INDEX
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<CAPTION>
Exhibit No. Exhibit
<S> <C>
3(a) Restated Certificate of Incorporation of the Registrant,
as amended (hereby incorporated herein by reference to
Exhibit (3)(a) filed with Registrant's Form 10-K for the
year ended June 29, 1991)
3(b) Bylaws of the Registrant, as amended (hereby incorporated
herein by reference to Exhibit (3)(b) filed with
Registrant's Form 10-K for the year ended July 2, 1994)
5 Opinion of Arnall Golden & Gregory, LLP regarding legality
15 Letter re unaudited interim financial information
24(a) Consent of Arnall Golden & Gregory, LLP (included
as part of Exhibit 5)
24(b) Consent of Arthur Andersen LLP
</TABLE>
ARNALL GOLDEN & GREGORY, LLP
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
(404) 873-8688
(404) 873-8689
May 19, 1997
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 5,000,000 shares of the
Company's Common Stock, $1.00 par value (the "Shares"), pursuant to the
Company's 1974 Employees' Stock Purchase 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.
Sincerely,
ARNALL GOLDEN & GREGORY, LLP
ARNALL GOLDEN & GREGORY, LLP
May 16, 1997
Sysco Corporation:
We are aware that Sysco Corporation has incorporated by reference in its Form
S-8 Registration Statement covering the 1974 Employees' Stock Purchase Plan, its
Forms 10-Q for the quarters ended September 28, 1996, December 28, 1996 and
March 29, 1997, which include our reports dated November 6, 1996, February 5,
1997 and April 18, 1997, covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of 1933, those
reports are not considered a part of the registration statement prepared or
certified by our firm or reports prepared or certified by our firm within the
mean of Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
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 July 31, 1996,
included in Sysco Corporation's Form 10-K for the year ended June 29, 1996 and
to all references to our Firm included in this registration statement.
ARTHUR ANDERSON LLP
Houston, Texas
May 16, 1997
