1
As filed with the Securities and Exchange Commission on December 16, 1994
FILE NO. ____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES EXCHANGE ACT OF 1933
(CAMPBELL SOUP COMPANY LOGO)
(Exact Name of Issuer As Specified in Its Charter)
NEW JERSEY 21-0419870
State of Incorporation I.R.S. Employer Identification No.
CAMPBELL PLACE
CAMDEN, NEW JERSEY 08103-1799
Principal Executive Offices
CAMPBELL SOUP COMPANY 1994 LONG-TERM INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
JOHN M. COLEMAN
SENIOR VICE PRESIDENT - LAW AND PUBLIC AFFAIRS
CAMPBELL SOUP COMPANY
CAMPBELL PLACE, CAMDEN, NEW JERSEY 08103-1799
(Name and address of agent for service)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (609) 342-4800
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
Capital Stock ($.075 12,500,000 $42.44 $530,468,750 $182,905.63
par value) Shares
- ---------------------------------------------------------------------------------------------------------------------
=====================================================================================================================
(1) The price per share, estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c), is based on the average of the high
and low prices, which average equals $42.44 per share, as reported on the New
York Stock Exchange--Composite Transactions tape on December 9, 1994.
An Index of Exhibits appears on page 8. This Form S-8 contains 28 pages
including Exhibits.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant incorporates by reference into the registration
statement the documents listed below:
(a) Registrant's annual report on Form 10-K and Form 10-K/A1 for
the fiscal year ended July 31, 1994.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since July 31, 1994.
(c) The description of the Capital Stock contained in Campbell's
registration statement dated November 16, 1954 filed under the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose
of updating such description.
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 which indicates that all
securities offered have been sold or which deregisters all securities 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.
Item 4. Description of Securities
Securities to be offered are registered under Section 12 of the
Exchange Act. Pursuant to Section 4.3 of the Campbell Soup Company 1994
Long-Term Incentive Plan, the shares to be offered must be Capital Stock
previously issued and outstanding and reacquired by the Registrant.
Item 5. Interest of Named Experts
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 14A:3-5 of the New Jersey Business Corporation Act requires a
corporation to indemnify a director, officer or employee for expenses to the
extent that he or she has been successful in any legal proceeding involving
that individual by reason of his or her having served as a "Corporate Agent" as
defined in the statute. It permits a corporation to indemnify for
expenses and liabilities irrespective of the outcome, as follows: (i) in a
civil proceeding, other than by or in the right of the corporation, if the
individual acted in good faith and in a
2
3
manner reasonably believed to be in or not opposed to the best interests of the
corporation; and (ii) in a criminal proceeding, if the individual had no
reasonable cause to believe his or her conduct was unlawful. In respect to
civil proceedings by or in the right of the corporation, the law also enables a
corporation to provide indemnification for expenses if the individual acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation. If an individual has been found
liable to the corporation for negligence or misconduct, such indemnification
may only be provided if an appropriate court determines that in view of all
the circumstances the individual is fairly and reasonably entitled to
indemnity for expenses.
Article IV of the By-Laws of the Registrant provides as follows:
Section 1. The Corporation shall indemnify to the full extent from
time to time permitted by law any present, former or future director, officer,
or employee ("Corporate Agent") made, or threatened to be made, a party to, or
a witness or other participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative,
legislative, investigative, or of any other kind, including by or in the right
of the Corporation ("Proceeding"), by reason of the fact that such person is or
was a Corporate Agent of the Corporation or any subsidiary of the Corporation
or, while serving as a Corporate Agent of the Corporation or any subsidiary of
the Corporation, serves or served another enterprise (including, without
limitation, any sole proprietorship, association, corporation, partnership,
joint venture or trust), whether or not for profit, at the request of the
Corporation as a director, officer, employee or agent thereof (including
service with respect to any employee benefit plan of the Corporation or any
subsidiary of the Corporation), against expenses (including attorneys' fees),
judgments, fines, penalties, excise taxes and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such
Proceeding or any appeal therein. No indemnification pursuant to this Article
IV shall be required with respect to any settlement or other nonadjudicated
disposition of any threatened or pending Proceeding unless the Corporation has
given its prior consent to such settlement or other disposition.
Section 2. Expenses incurred in connection with a Proceeding shall be
paid by the Corporation for any Corporate Agent of the Corporation in advance
of the final disposition of such Proceeding promptly upon receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that such person is entitled to
3
4
be indemnified by the Corporation. Such an undertaking shall not, however, be
required of a nonparty witness.
Section 3. The foregoing indemnification and advancement of expenses
shall not be deemed exclusive of any other rights to which any person
indemnified may be entitled.
Section 4. The rights provided to any person by this Article IV shall
be enforceable against the Corporation by such person, who shall be presumed to
have relied upon it in serving or continuing to serve as a Corporate Agent. No
elimination of or amendment to this Article IV shall deprive any person of
rights hereunder arising out of alleged or actual occurrences, acts or failures
to act occurring prior to such elimination or amendment. The rights provided
to any person by this Article IV shall inure to the benefit of such person's
legal representative and shall be applicable to Proceedings commenced or
continuing after the adoption of this Article IV, whether arising from acts or
omissions occurring before or after such adoption.
Section 5. The Corporation's Board of Directors may from time to time
delegate
(i) to a Committee of the Board of Directors of the
Corporation or to independent legal counsel the authority to
determine whether a Director or officer of the Corporation,
and
(ii) to one or more officers of the Corporation the authority
to determine whether an employee of the Corporation or any
subsidiary, other than a Director or officer of the
Corporation,
is entitled to indemnification or advancement of expenses pursuant to, and in
accordance with, applicable law and this Article IV, subject to such conditions
and limitations as the Board of Directors may prescribe.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
4 - Campbell Soup Company 1994 Long-Term
Incentive Plan
23 - Consent of Price Waterhouse LLP
24 - Power of Attorney
4
5
Item 9. Undertakings
1. The undersigned Registrant hereby undertakes:
(a) 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 paragraphs (1)(a)(i) and
(1)(a)(ii) do not apply if the Registration Statement is in Form S-3 or Form
S-8, and 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.
(b) 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.
(c) 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.
2. 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 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
5
6
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Camden and State of New Jersey, on the 15th day of
December, 1994.
CAMPBELL SOUP COMPANY
BY /s/ Frank E. Weise, III
--------------------------
Frank E. Weise, III
Senior Vice President -
Finance and Chief Financial
Officer
6
7
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
date indicated:
Date: December 15, 1994
By:/s/ Leo J. Greaney By:/s/ Frank E. Weise, III
----------------------------------------------------------- ------------------------------
Leo J. Greaney, Frank E. Weise, III
Vice President - Controller Senior Vice President- Finance
(Principal Accounting Officer) and Chief Financial Officer
David W. Johnson Chairman, President, Chief }
Executive Officer and Director }
(Principal Executive Officer) }
Alva A. App Director }
Edmund M. Carpenter Director }
Bennett Dorrance Vice Chairman and Director }
John T. Dorrance, III Director } By:/s/ John M. Coleman
Thomas W. Field, Jr. Director } -------------------------------------
Philip E. Lippincott Director } John M. Coleman, Senior Vice
Mary Alice Malone Director } President-Law & Public Affairs
Charles H. Mott Director }
Ralph A. Pfeiffer, Jr. Director }
Donald M. Stewart Director }
George Strawbridge, Jr Director }
Robert J. Vlasic Director }
Charlotte C. Weber Director }
7
8
INDEX OF EXHIBITS
Document Page
- -------- ----
4 Campbell Soup Company 1994 Long-Term Incentive Plan 9
23 Consent of Price Waterhouse LLP 26
24 Power of Attorney 27
8