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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES EXCHANGE ACT OF 1933
CAMPBELL SOUP COMPANY
(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
MANAGEMENT WORLDWIDE INCENTIVE PLAN
SUPPLEMENTAL SAVINGS PLAN
SALARY DEFERRAL PLAN
(FULL TITLES OF THE PLANS)
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
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Proposed Proposed
Title of Amount Maximum Maximum
Securities to be Offering Price Aggregate Amount of
to be Registered Registered (1) per Share (2) Offering Price(2) Registration Fee
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Capital Stock 1,000,000 Shares $63.00 $63,000,000.00 $21,724.14
($.075 par value)
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(1) Represents maximum aggregate number of shares of Capital Stock issuable
under the Plans that are covered by this Registration Statement pursuant to
Rule 457(h). This amount represents Registrant's estimate of employee
contributions for the next 5 years of operation of the Plans.
(2) The amounts are based upon the average of the high and low sale prices for
the Capital Stock as reported on the New York Stock Exchange on January 31,
1996, and are used solely for the purpose of calculating the registration fee
in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act
of 1933.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
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An Index of Exhibits appears on page 8. This Form S-8 contains 21 pages
including Exhibits.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the Campbell Soup Company
Management Worldwide Incentive Plan, Supplemental Savings Plan and Salary
Deferral Plan (collectively, the "Plans") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. Those documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended.
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 for the fiscal year
ended July 30, 1995.
(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 30, 1995.
(c) The description of the Capital Stock contained in Campbell's
Registration Statement dated November 16, 1954, filed under the Securities
Registration Act of 1933, including any amendment or report filed for the
purpose of updating such description; and
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
Campbell Soup Company Capital Stock, is registered under Section 12 of
the Exchange Act.
Item 5. Interest of Named Experts
Not Applicable.
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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 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 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 the 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 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.
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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 (a) - Campbell Soup Company Management Worldwide Incentive
Plan as amended November 17, 1994, was filed with the
Securities and Exchange Commission with Campbell's
1994 Proxy Statement and is incorporated herein by
reference.
(b) - Supplemental Savings Plan as amended on May 25, 1995,
was filed with the Securities and Exchange Commission
with Campbell's 10-K for the fiscal year ended July
30, 1995, and is incorporated herein by reference.
(c) - Salary Deferral Plan, effective January 1, 1996
23 - Consent of Price Waterhouse LLP
24 - Power of Attorney
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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 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 (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on 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.
(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 a 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 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 securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) 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
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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
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 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 1st day
of February, 1996.
CAMPBELL SOUP COMPANY
BY: /s/Leo J. Greaney
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Leo J. Greaney
Vice President - Controller
Officers and Directors. 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: February 1, 1996
By: /s/Leo J. Greaney
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Leo J. Greaney
Vice President - Controller
(Principal financial and
accounting officer)
David W. Johnson Chairman, President, Chief }
Executive Officer and Director }
(Principal executive officer) }
Alva A. App Director }
Edmund M. Carpenter Director } By: /s/John M. Coleman
Bennett Dorrance Vice Chairman and Director } ---------------------------
Thomas W. Field, Jr. Director } John M. Coleman
Philip E. Lippincott Diirector } Senior Vice President - Law and Public
Mary Alice Malone Director } Affairs
Charles H. Mott Director }
Ralph A. Pfeiffer, Jr. Director }
George M. Sherman Director }
Donald M. Stewart Director }
George Strawbridge, Jr. Director }
Robert J. Vlasic Director }
Charlotte C. Weber Director }
}
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The Plans. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee has duly caused this registration statement to be
signed on its behalf by the undersigned thereunto duly authorized, in the City
of Camden, State of New Jersey, on February 1, 1996.
Campbell Soup Company
Management Worldwide Incentive Plan
Supplemental Savings Plan
Salary Deferral Plan
By: /s/Gerald S. Lord
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Gerald S. Lord
Administrator of the Plans
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INDEX OF EXHIBITS
Document Page
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4(a) Campbell Soup Company Management Worldwide Incentive Plan
as amended November 17, 1994, was filed with the SEC with Campbell's
1994 Proxy Statement and is incorporated herein by reference.
4(b) Supplemental Savings Plan as amended on May 25, 1995, was filed
with the SEC with Campbell's 10-K for the fiscal year ended July 30, 1995,
and in incorporated herein by reference.
4(c) Salary Deferral Plan, effective January 1, 1996 9
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23 Consent of Price Waterhouse LLP 20
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24 Power of Attorney 21
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