As filed with the Securities and Exchange Commission on March 5, 1997.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TYSON FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 71-0225165
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
(Address of principal executive offices)
RETIREMENT SAVINGS PLAN OF TYSON FOODS, INC.
(Full title of the Plan)
WAYNE BRITT
Tyson Foods, Inc.
2210 West Oaklawn Drive
Springdale, Arkansas 72762-6999
(Name and address of agent for service)
(501) 290-4000
(Telephone number, including Area Code,
of Agent for Service)
Copies of Communications to:
ARMIN G. BRECHER, Esq.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
CALCULATION OF REGISTRATION FEE
Title of each class Amount Proposed Proposed Amount of
of securities to be maximum maximum registration
to be registered offering aggregate fee(1)
registered price per offering
share(1) price(1)
Class A Common 6,000,000 $20.375 $122,250,000 $37,046
Stock, $0.10 par shares
value(2)
<FN>
(1)Pursuant to Rule 457(c), the proposed offering price and registration
fee are based upon the average of the high and low prices of the
Class A Common Stock on March 3, 1997 as reported by the Nasdaq Stock
Market's National Market on March 3, 1997.
1
(2)Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
</FN>
The Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
==========================================================================
2
This Registration Statement is being filed to register an
additional 6,000,000 shares of Class A Common Stock for issuance under the
Retirement Savings Plan of Tyson Foods, Inc. The contents of the
Registrant's Registration Statement on Form S-8 (Regis. No. 333-02135) are
therefore incorporated herein by reference.
3
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 Springdale, State of Arkansas, on
March 5, 1997.
TYSON FOODS, INC.
By: /s/Wayne Britt
----------------------------
Wayne Britt
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
* Senior Chairman of March 5, 1997
- ------------------- the Board of
Don Tyson Directors
* Chairman of the Board March 5, 1997
- ------------------- of Directors and
Leland E. Tollett Chief Executive
Officer
* President, Chief March 5, 1997
- ------------------- Operating Officer and
Donald E. Wray Director
* Vice Chairman of the March 5, 1997
- ------------------- Board of Directors
John H. Tyson
* Director March 5, 1997
- -------------------
Shelby D. Massey
* Director March 5, 1997
- -------------------
Joe F. Starr
* Director March 5, 1997
- -------------------
Neely Cassady
4
* Director March 5, 1997
- -------------------
Fred S. Vorsanger
* Director March 5, 1997
- -------------------
Barbara Tyson
* Director March 5, 1997
- -------------------
Lloyd V. Hackley
March 5, 1997
* Director
- -------------------
Gerald Johnston
/s/ Wayne Britt Executive Vice March 5, 1997
- ------------------- President and Chief
Wayne Britt Financial Officer
(Principal Financial
Officer)
/s/ James G. Ennis Vice President and March 5, 1997
- ------------------- Controller (Chief
James G. Ennis Accounting Officer)
* By Wayne Britt, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, The Retirement
Savings Plan of Tyson Foods, Inc. has duly caused this registration
statement to be signed on its behalf by the undersigned trustee, thereunto
duly authorized, in the City of Springdale and State of Arkansas on the 5th
day of March, 1997.
RETIREMENT SAVINGS PLAN OF TYSON
FOODS, INC.
By:/s/ Lois Bottomley
------------------------
Lois Bottomley, Trustee
5
EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion regarding legality 7-8
8 The Registrant will submit the Plan and any
amendment thereto to the Internal Revenue
Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to
qualify the Plan.
23(a) Consent of Ernst & Young LLP. 9
23(b) Consent of counsel (included in Exhibit 5)
24 Powers of Attorney 10-20
6