As filed with the Securities and Exchange Commission on November 9, 1998
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
NON-EMPLOYEE DIRECTORS STOCK 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)
(281) 584-1390
(Telephone number, including area code, of agent for service)
Copy to:
B. Joseph Alley, Jr., Esq.
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3450
(404) 873-8500
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum offering Proposed maximum Amount of
be registered registered price per share aggregate offering registration
price fee*
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 400,000 Shares $26.65 $10,662,500 $2,964.18
$1.00 par value
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
* Calculated pursuant to Rules 457(c) and 457(h), based upon the average of the
high and low prices reported for the Common Stock on November 3, 1998 as quoted
on the New York Stock Exchange.
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<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 Annual Report on Form 10-K for the fiscal year ended
June 27, 1998.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 26, 1998.
(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.
(d) 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 November 3, 1998, attorneys with Arnall, Golden &
Gregory, LLP beneficially owned an aggregate of approximately 60,000 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.
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<PAGE>
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
- ----------- -------
4(a) Senior Debt Indenture, dated as of June 15, 1995, between Sysco
Corporation and First Union National Bank, as Trustee.
(Incorporated by reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-3 (No. 333-52897)).
4(b) Form of Subordinated Debt Indenture (Incorporated by reference to
Exhibit 4(b) to the Registrant's Registration Statement on Form
S-3 (No. 33-60023)).
4(c) First Supplemental Indenture, dated as of June 27, 1995, between
Sysco Corporation and First Union National Bank, Trustee, as
amended (Incorporated by reference to Exhibit 4(e) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996).
4(d) Second Supplemental Indenture, dated as of May 1, 1996, between
Sysco Corporation and First Union National Bank, Trustee, as
amended (Incorporated by reference to Exhibit 4(f) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 29, 1996).
4(e) Third Supplemental Indenture, dated as of April 25, 1997, between
Sysco Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(g) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4(f) Fourth Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(h) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 28,
1997).
4(g) Fifth Supplemental Indenture, dated as of July 27, 1998, between
Sysco Corporation and First Union National Bank, Trustee
(Incorporated by reference to Exhibit 4(h) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended June 27,
1998).
5* Opinion of Arnall Golden & Gregory, LLP regarding legality
15* Letter regarding unaudited interim financial information
23(a)* Consent of Arnall Golden & Gregory, LLP (included as part of
Exhibit 5 hereto)
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<PAGE>
23(b)* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included as part of the signature page hereto)
99 Non-Employee Directors Stock Plan (Incorporated by reference to
Appendix A to the Registrant's Definitive Proxy Statement filed
with the Securities and Exchange Commission on September 25,
1998).
------------------
* Filed herewith.
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 paragraph (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 registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
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<PAGE>
(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 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 internal 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 above, 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.
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<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 November 6, 1998.
SYSCO CORPORATION
By:/s/ Bill M. Lindig
----------------------------------
Bill M. Lindig, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John F. Woodhouse, Bill M. Lindig and John K.
Stubblefield, Jr. and each of them, his true and lawful attorneys-in-fact and
agents, 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 other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or 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 dates indicated.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C>
/s/ Bill M. Lindig President, Chief Executive Officer and November 6, 1998
--------------------------------
Bill M. Lindig Director (Principal Executive Officer)
/s/ John K. Stubblefield, Jr. Senior Vice President, and Chief November 6, 1998
--------------------------------
John K. Stubblefield, Jr. Financial Officer (Principal Financial
and Accounting Officer)
/s/ John F. Woodhouse Chairman of the Board of Directors November 6, 1998
--------------------------------
John F. Woodhouse
/s/ John W. Anderson Director November 6, 1998
--------------------------------
John W. Anderson
Director November __, 1998
--------------------------------
Gordon M. Bethune
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<PAGE>
/s/ Colin G. Campbell Director November 6, 1998
-------------------------------
Colin G. Campbell
/s/ Charles H. Cotros Director November 6, 1998
-------------------------------
Charles H. Cotros
/s/ Judith B. Craven Director November 6, 1998
-------------------------------
Judith B. Craven
/s/ Frank A. Godchaux III Director November 6, 1998
-------------------------------
Frank A. Godchaux III
/s/ Jonathan Golden Director November 6, 1998
-------------------------------
Jonathan Golden
/s/ Richard G. Merrill Director November 6, 1998
-------------------------------
Richard G. Merrill
/s/ Frank H. Richardson Director November 6, 1998
-------------------------------
Frank H. Richardson
/s/ Phyllis S. Sewell Director November 6, 1998
-------------------------------
Phyllis S. Sewell
/s/ Richard J. Schnieders Director November 6, 1998
-------------------------------
Richard J. Schnieders
/s/ Arthur J. Swenka Director November 6, 1998
-------------------------------
Arthur J. Swenka
/s/ Thomas B. Walker, Jr. Director November 6, 1998
-------------------------------
Thomas B. Walker, Jr.
</TABLE>
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<PAGE>
594104v2
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
4(a) Senior Debt Indenture, dated as of June 15, 1995, between
Sysco Corporation and First Union National Bank, as Trustee
(Incorporated by reference to Exhibit 4(a) to the
Registrant's Registration Statement on Form S-3 (No.
333-52897)).
4(b) Form of Subordinated Debt Indenture (Incorporated by
reference to Exhibit 4(b) to the Registrant's Registration
Statement on Form S-3 (No. 33-60023)).
4(c) First Supplemental Indenture, dated as of June 27, 1995,
between Sysco Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit
4(e) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 29, 1996).
4(d) Second Supplemental Indenture, dated as of May 1, 1996,
between Sysco Corporation and First Union National Bank,
Trustee, as amended (Incorporated by reference to Exhibit
4(f) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended June 29, 1996).
4(e) Third Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(g) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(f) Fourth Supplemental Indenture, dated as of April 25, 1997,
between Sysco Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(g) Fifth Supplemental Indenture, dated as of July 27, 1998,
between Sysco Corporation and First Union National Bank,
Trustee (Incorporated by reference to Exhibit 4(h) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended June 27, 1998).
5* Opinion of Arnall Golden & Gregory, LLP regarding legality
15* Letter regarding unaudited interim financial information
<PAGE>
23(a)* Consent of Arnall Golden & Gregory, LLP (included as part of
Exhibit 5 hereto)
23(b)* Consent of Arthur Andersen LLP
24.1* Power of Attorney (included as part of the signature page
hereto)
99 Non-Employee Directors Stock Plan (Incorporated by reference
to Appendix A to the Registrant's Definitive Proxy Statement
filed with the Securities and Exchange Commission on
September 25, 1998).
- ------------------
* Filed herewith.
594104.2
Arnall Golden & Gregory, LLP
2800 One Atlantic Center
1201 West Peachtree Street, N.W.
Atlanta, Georgia 30309-3450
(404) 873-8500
(404) 873-8501
November 9, 1998
SYSCO CORPORATION
1390 Enclave Parkway
Houston, Texas 77077-2027
Re: Form S-8 Registration Statement; Non-Employee Directors Stock Plan
Ladies and 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
400,000 shares of the Company's Common Stock, $1.00 par value (the
"Shares"), pursuant to the Company's Non-Employee Directors Stock Plan (the
"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, or other consideration to be received by the Company,
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
November 6, 1998
Sysco Corporation:
We are aware that Sysco Corporation has incorporated by reference in its
Form S-8 Registration Statement covering the Non-Employee Directors Stock
Plan, its Form 10-Q for the quarter ended September 26, 1998, which
includes our report dated November 4, 1998, covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of the
registration statement prepared or certified by our firm or a report
prepared or certified by our firm within the meaning of Sections 7 and 11 of
the Act.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
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 28, 1998,
included in Sysco Corporation's Form 10-K for the year ended June 27, 1998
and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
November 6, 1998
