As filed with the Securities and Exchange Commission on January 10, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 5140 74-1648137
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Address, including zip code, telephone
number, including area code, of
registrant's principal executive
offices)
MICHAEL C. NICHOLS
Vice President, General Counsel and Assistant Secretary
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES 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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ X ] 333-30050
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
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Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of Registration
Registered Registered (1) Per Share Price(2) Fee(2)
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Common Stock $1.00 par 1,100,000
value per share Shares N/A $5,490,772.33 $1,372.70
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(1) This registration statement covers shares to be offered by SYSCO in
connection with a merger transaction.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(f)(2) promulgated under the Securities Act of 1933,
computed based on the estimated book value of the entity to be acquired as of
December 30, 2000 of $26,467,085 and an estimated maximum number of shares to be
issued of 5,795,672 (which includes 5,302,313 shares to be issued at closing and
up to 493,359 shares which may be issued for certain adjustments). The
registration fee as to 4,695,672 shares was previously paid in connection with
the filing of Registration No. 333-30050.
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This Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $1.00 par value per share, of SYSCO
Corporation, a Delaware corporation ("SYSCO"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of SYSCO's earlier effective
registration statement (Registration No. 333-30050) are incorporated in this
Registration Statement by reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston and State of
Texas, on the 10th day of January, 2001.
SYSCO CORPORATION
By: /s/Charles H. Cotros
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Charles H. Cotros
Chairman 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.
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SIGNATURE TITLE DATE
/s/Charles H. Cotros Chairman, Chief Executive Officer and January 10, 2001
-------------------------------------------- Director (principal executive officer)
Charles H. Cotros
/s/John K. Stubblefield, Jr. Executive Vice President, Finance and January 10, 2001
-------------------------------------------- Administration (principal financial and
John K. Stubblefield, Jr. accounting officer)
* Director January 10, 2001
--------------------------------------------
John W. Anderson
* Director January 10, 2001
--------------------------------------------
Colin G. Campbell
* Director January 10, 2001
--------------------------------------------
Judith B. Craven
* Director January 10, 2001
--------------------------------------------
Frank A. Godchaux III
* Director January 10, 2001
--------------------------------------------
Jonathan Golden
/s/Thomas E. Lankford Director January 10, 2001
--------------------------------------------
Thomas E. Lankford
2
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* Director January 10, 2001
--------------------------------------------
Richard G. Merrill
* Director January 10, 2001
--------------------------------------------
Frank H. Richardson
* Director January 10, 2001
--------------------------------------------
Richard J. Schnieders
* Director January 10, 2001
--------------------------------------------
Phyllis S. Sewell
* Director January 10, 2001
--------------------------------------------
John F. Woodhouse
*By: /s/ Charles H. Cotros
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Charles H. Cotros
Attorney-in-Fact
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EXHIBIT INDEX
Exhibits Description
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5.1 Opinion of Arnall Golden & Gregory, LLP with respect to legality
of the securities to be registered
15.1 Letter re unaudited financial statement
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arnall Golden & Gregory, LLP (included in the opinion
filed as Exhibit 5.1 to this Registration Statement)
