Registration No. 33-67474
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
SANDERSON FARMS, INC.
(Exact name of registrant as specified in its charter)
Mississippi
64-0615843
(I.R.S. Employer
Identification No.)
(State or other jurisdiction
of incorporation or organization)
225 North 13th Ave.
39441-0988
Laurel, Mississippi
(Zip Code)
(Address of principal executive
offices)
Sanderson Farms, Inc. and Affiliates Stock Option Plan
(Full title of the plans)
D. Michael Cockrell, Esq.
Sanderson Farms, Inc.
225 North 13th Ave.
Laurel, Mississippi 39441-0988
(601) 649-3040
(Name, address and telephone number, including area code,
of agent for service)
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange
Commission (the Commission ) as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by Sanderson Farms,
Inc. (the Company ) are hereby incorporated herein by reference:
(a) The Company s Annual Report on Form 10-K for the fiscal
year ended October 31, 1996.
(b) The description of the Company s Common Stock, par value
$1.00 per share, contained in the Company s Registration
Statement on Form 8-A, as declared effective by the
Securities and Exchange Commission on March 2, 1988,
incorporated by reference from pages 24 and 25 of the
Company s Registration Statement of Form S-1,
Registration No. 33-13141.
(c) All documents subsequently filed by the Company 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 which indicates that all securities
offered have been sold or which deregisters all
securities then remaining unsold.
The foregoing documents are incorporated by reference into this
prospectus and may be obtained from the Company, without charge, upon
written or oral request to D. Michael Cockrell, Sanderson Farms, Inc., P.
O. Box 988, Laurel, Mississippi 39441. Additionally, participants may
receive free of charge, upon written or oral request, a copy of (i) the
Company s most recent Annual Report to Stockholders; (ii) the Company s
Annual Report on Form 10-K; (iii) any prospectus filed by the Company
pursuant to Rule 424(b) under the Securities Act of 1933 and all documents
comprising the prospectus for Common Stock issued through the Plan; and/or
(iv) the Company s effective Securities Exchange Act registration statement
on Form 10. All requests should be directed to the above referenced person
at the above address.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article FOURTEENTH of the Company s Articles of Incorporation
provides that a director of the Company shall not be liable to the Company
or its shareholders for money damages for any action, or any failure to
take any action, as a director, except for: (a) the amount of a financial
benefit received by a director to which he is not entitled; (b) an
intentional infliction of harm on the Company or the shareholders; (c) a
violation of Section 79-4-8.33 of the Mississippi Code of 1972, as amended,
more commonly referred to as Section 8.33 of the Mississippi Business
Corporation Act, as presently in effect or as amended thereafter,
pertaining to liability for unlawful distributions; or (d) an intentional
violation of criminal law. If Mississippi law is amended to authorize
corporations to take corporate action further limiting or eliminating the
personal liability of directors, then the liability of each director of the
Company shall be limited or eliminated to the full extent permitted by
Mississippi law as so amended from time to time. Neither the amendment nor
repeal of Article FOURTEENTH, nor the adoption of any provision of the
Articles of Incorporation inconsistent with it eliminates or reduces its
effect in respect of any matter occurring, or any cause of action, suit or
claim that, but for Article FOURTEENTH, would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.
Reference is also made to Section 79-4-8.50 through and including
Section 79-4-8.58 of the Mississippi Business Corporation Law which, taken
together, authorize and set forth the extent to which a Mississippi
business corporation shall and may indemnify its directors and
officers.
Article VI of the Company s By-Laws provides for mandatory
indemnification of the Company s directors and officers, and those of its
employees (if any) who are appointed by its President to serve on the
Company s Executive Committee, or are appointed by such Committee to be
Division Managers, to the fullest extent that directors and officers are
permitted to be indemnified by law, except in an action brought directly by
the Company against such a person. The mandatory indemnification includes
advancement of expenses to those persons who meet the requirements,
described above, for such advances. The right to indemnification applies
to acts or omissions occurring prior to or after the adoption of the new
by-law, continues as to a person who ceases to be a director, officer or
employee, and applies to the person s heirs. Article VI may be amended or
repealed at any time by the Board of Directors with or without approval by
the shareholders, but no such action will affect the right to
indemnification for acts or omissions which occurred prior to such
amendment or repeal.
The Company maintains insurance the general effect of which is to
provide (a) coverage for the Company with respect to amounts which it is
required or permitted to pay to officers or directors under the
indemnification provisions set forth in the Mississippi Business
Corporation Law and Article VI of the Company s By-Laws and (b) coverage
for the officers and directors of the Company for liabilities (including
certain liabilities under the Federal securities laws) incurred by such
persons in their capacities as officers or directors for which they are not
indemnified by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
3.1
Articles of Incorporation of the Company, as
amended
3.2
Restated By-Laws of the Company
4.1
Certificate of Designations relating to Series A
Junior Participating Preferred stock
(incorporated herein by reference to the
Company s Annual Report on Form 10-K for the
fiscal year ended October 31, 1989)
5
Opinion of Wise Carter Child & Caraway,
a
Professional
Association*
10.1
Sanderson Farms, Inc. and affiliates Stock
Option Plan (incorporated herein by reference to
the Company s Annual Report on Form 10-K for the
fiscal year ended October 31, 1992)
10.2
Amended and Restated Sanderson Farms, Inc. Stock
Option Plan
10.3
Form of Sanderson Farms, Inc. Non-Statutory
Stock Option Agreement
10.4
Form of Sanderson Farms, Inc. Incentive Stock
Option Agreement
10.5
Form of Sanderson Farms, Inc. Alternate Stock
Appreciation Rights Agreement
23.1
Consent of Wise Carter Child & Caraway, a
Professional Association (contained in Exhibit
5)*
23.2
Consent of Ernst & Young LLP, Independent
Auditors
24
Power of Attorney relating to subsequent
amendments (included on the signature page to
this Post-Effective Amendment No. 1 to the
Registration Statement)
_________________
* Previously filed.
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 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.
(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 from registration by means of 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 this 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) 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 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 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 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 Act and will be governed by the final
adjudication of such issue.
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 Amendment
to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Laurel, State of
Mississippi, on this 4th day of June, 1997.
SANDERSON FARMS, INC.
By /s/ Joe F. Sanderson, Jr.
Joe F. Sanderson, Jr.
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Joe F.
Sanderson, Jr., D. Michael Cockrell and James A. Grimes, 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 further 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 connection therewith, 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
either 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 Amendment
to the Registration Statement has been signed by the following persons in
the capacities indicated on June 4, 1997.
Name Title
/s/ Joe F. Sanderson, Jr.
Joe F. Sanderson, Jr. President, Chief Executive Officer
(Principal Executive Officer) and
Director
/s/ D. Michael Cockrell
D. Michael Cockrell Treasurer and Chief Financial Officer
(Principal Financial Officer)
/s/ James A. Grimes
James A. Grimes Secretary and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Joe F. Sanderson, Jr.
Joe Frank Sanderson Chairman and Director
/s/ Dewey R. Sanderson, Jr.
Dewey R. Sanderson, Jr. Director
/s/ Donald W. Zacharias
Donald W. Zacharias Director
/s/ Phil K. Livingston
Phil K. Livingston Director
/s/ John H. Baker, III
John H. Baker, III Director
/s/ Charles W. Ritter, Jr.
Charles W. Ritter, Jr. Director
/s/ Rowan H. Taylor
Rowan H. Taylor Director
/s/ Robert Buck Sanderson
Robert Buck Sanderson Director
EXHIBIT INDEX
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
3.1
Articles of Incorporation of the Company, as
amended
3.2
Restated By-Laws of the Company
4.1
Certificate of Designations relating to Series A
Junior Participating Preferred stock
(incorporated herein by reference to the
Company s Annual Report on Form 10-K for the
fiscal year ended October 31, 1989)
5
Opinion of Wise Carter Child & Ca
raway, a
Professional
Association*
10.1
Sanderson Farms, Inc. and affiliates Stock
Option Plan (incorporated herein by reference to
the Company s Annual Report on Form 10-K for the
fiscal year ended October 31, 1992)
10.2
Amended and Restated Sanderson Farms, Inc. Stock
Option Plan
10.3
Form of Sanderson Farms, Inc. Non-Statutory
Stock Option Agreement
10.4
Form of Sanderson Farms, Inc. Incentive Stock
Option Agreement
10.5
Form of Sanderson Farms, Inc. Alternate Stock
Appreciation Rights Agreement
23.1
Consent of Wise Carter Child & Caraway, a
Professional Association (contained in Exhibit
5)*
23.2
Consent of Ernst & Young LLP, Independent
Auditors
24
Power of Attorney relating to subsequent
amendments (included on the signature page to
this Post-Effective Amendment No. 1 to the
Registration Statement)
_________________
* Previously filed.