As filed with the Securities and Exchange Commission on January 18, 2000
Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J & J SNACK FOODS CORP.
(Exact name of Registrant as specified in its charter)
New Jersey 2050 22-1935537
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
J & J SNACK FOODS CORP.
6000 Central Highway
Pennsauken, New Jersey 08109
(Address, including zip code of Registrant's principal executive
offices)
J & J SNACK FOODS CORP.
1992 STOCK OPTION PLAN AND THE 1992 NON-STATUTORY STOCK OPTION
PLAN
FOR NON-EMPLOYEE DIRECTORS
AND CHIEF EXECUTIVE OFFICER
(Full title of the Plan)
GERALD B. SHREIBER
Chairman, President, Chief Executive Officer
and Director
J & J Snack Foods Corp.
600 Central Highway
Pennsauken, NJ 08109
(856) 665-9533
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
A. FRED RUTTENBERG, ESQUIRE
Blank Rome Comisky & McCauley LLP
A Pennsylvania LLP
210 Lake Drive East, Suite 200
Cherry Hill, New Jersey 08002
(856) 779-3600
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed
class of to be maximum Proposed Amount of
securities to be registere offering maximum registrat
registered d(1) price offering ion fee
per share price
Common Stock ... 1,100,000 $19.00 (2) $20,900,000.00 $5,517.60
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement covers, in addition to the
number of shares set forth above, an indeterminate number of
shares which, by reason of certain events specified in the Plans,
may become subject to the Plans pursuant to the anti-dilution
provision of the Plans.
(2) Estimated in accordance with Rule 457(h), solely for the purpose
of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the J & J
Snack Foods Corp. 1992 Stock Option Plan and the1992 Non-
Statutory Stock Option Plan for Non-Employee Directors and Chief
Executive Officers (the "Plans") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
The document(s) containing the information specified in Item
2 will be sent or given to employees as specified in Rule
428(b)(1) and are not required to be filed as part of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
J & J Snack Foods Corp. ("J & J" or the "Company") with the
Commission are hereby incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended September 25, 1999 (File No. 0-14616)
filed pursuant to Rule 13a-1 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and all
amendments thereto;
(ii)All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above; and
(iii)The description of the Company's Common Stock, which
is incorporated by reference to the Company's
Registration Statement on Form S-2 (File No. 33-40811)
filed with the Commission on May 24, 1991 and all
amendments or reports filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date hereof, and prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by
reference into this Registration Statement and to be a part
thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to
be incorporated, be reference herein or therein shall be deemed
to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by
reference herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each person to
whom the Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be
directed to Dennis G. Moore, Secretary of the Company, J & J
Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey
08109, telephone number (856) 665-9533.
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed
information, including financial statements, appearing in the
documents incorporated herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business Corporation
Act (the "NJBCA"), the Company must indemnify each of its
directors and officers for his expenses (that is, reasonable
costs, disbursements and counsel fees) in connection with any
proceeding involving such person by reason of his having been an
officer or director to the extent he is successful on the merits.
The By-Laws of the Company provide that the Company shall,
to the fullest extent permitted by applicable law, indemnify its
directors and officers who were or are a party or are threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not such action, suit
or proceeding arises or arose by or in the right of the Company
or other entity) by reason of the fact that such director or
officer is or was a director or officer of the Company or is or
was serving at the request of the Company as a director, officer,
employee, general partner, agent or fiduciary of another
corporation, partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit
plans), against expenses (including service with respect to
employee benefit plans), against expenses (including, but not
limited to, attorneys' fees and costs), judgments, fines
(including excise taxes assessed on a person with respect to any
employee benefit plan) and amounts paid in settlement actually
and reasonably incurred by such director or officer in accordance
with such action, suit or proceeding, except as otherwise
provided in the By-Laws. Expenses incurred by a director of
officer of the Company in defending a threatened, pending or
completed civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the Company, except as otherwise provided in the
By-Laws. The indemnification and advancement or reimbursement of
expenses provided by, or granted pursuant to, provisions
contained in the By-Laws shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement or reimbursement of expenses may be entitled under
the Certificate of Incorporation or any by-law, agreement, vote
of shareholders or directors of otherwise, both as to action in
such director's or officer's official capacity and as to action
in another capacity while holding that office.
The Amended and Restated Certificate of Incorporation of the
Company provides that directors shall not be personally liable to
the Company or its shareholders for damages for breach of any
duty owed to the Company or its shareholders, except that such
provision shall not relieve a director from such liability for
any breach of duty based on an act or omission (a) in breach of
such director's duty of loyalty to the Company or its
shareholders, or (b) not in good faith or involving a knowing
violation of law, or (c) resulting in the receipt by such
director of an improper personal benefit.
The Company's directors and officers are currently insured
under a Directors and Officers Liability Including Company
Reimbursement Policy with a policy limit of $5,000,000, subject
to certain deductibles and exclusions, for any actual or alleged
error or misstatement or misleading statement or act or omission
or neglect or breach of duty by the directors and officers of the
Company in the discharge of their duties, individually or
collectively, or any matter claimed against them solely by reason
of their being directors or officers of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement or, where so indicated have been
previously filed and are incorporated herein by reference.
Regulation S-B
Exhibit Number Description
5.1 Opinion of counsel regarding legality
10.1 1992 Stock Option Plan
10.2 1992 Non-statutory Stock Option Plan for Non-
Employee Directors and Chief Executive Officer
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included as part of Exhibit
5.1)
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;
(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. Notwithstanding
the foregoing, any increase or decrease in
volume of securities offered (if the total
dollar value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed with
the commission pursuant to Rule 424(b) if, the
aggregate, the changes in value and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the _Calculation of Registration Fee_ Table in
the effective Registration Statement; and
(iii) to include any additional 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.
2. That, for the purpose of determining any
liability under the Securities Act, 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.
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if
the Registration Statement is on Form S-3, Form
S-8 or Form F-3 and the information required to
be included in a post-effective amendment by
those paragraphs is contained in periodic
reports filed with or furnished to the
Commission 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.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934, as amended (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 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 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 Securities 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 in the successful defense of any
action, suit or proceeding) 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 Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 authorized this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cherry Hill, State of New Jersey on
January 18, 2000.
J & J SNACK FOODS CORP.
Date: January 18, 2000 By: /s/Gerald B.
Shreiber
Gerald B.
Shreiber, Chairman, President,
Chief Executive Officer and Director
(Duly Authorized Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerald B.
Shreiber, his true and lawful attorney-in-fact and agent with
full power of substitution or resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documentation in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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 fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated.
SIGNATURE CAPACITY DATE
s/Gerald B. Shreiber Chairman, President, Chief January 18, 2000
Gerald B. Shreiber Executive Officer and
Director (Principal
Executive Officer)
s/Robert M. Radano Senior Vice President, January 18, 2000
Robert M. Radano Chief Operating Officer
and Director(Principal
Operating Officer)
s/Dennis G. Moore Senior Vice President, January 18, 2000
Dennis G. Moore Chief Financial Officer
and Director (Principal
Financial Officer)
s/Stephen N. Frankel Director December 30, 1999
Stephen N. Frankel
s/Leonard M. Lodish Director December 30, 1999
Leonard M. Lodish
s/Peter G. Stanley Director December 30, 1999
Peter G. Stanley
EXHIBIT INDEX
S-B Exhibit Numbers Description
5.1 Opinion of Counsel regarding legality
10.1 1992 Stock Option Plan
10.2 1992 Non-statutory Stock Option Plan for
Non-Employee Directors and Chief Executive
Officer
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included as part of
Exhibit 5.1)