As filed with the Securities and Exchange Commission on August 29, 1994
Registration No. 33-_______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
__________________________________
BOB EVANS FARMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-4421866
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3776 South High Street, Columbus, Ohio 43207
(Address of Principal Executive Offices) (Zip Code)
Bob Evans Farms, Inc.
1994 Long Term Incentive Plan
(Full title of the plan)
Copy to:
G. Robert Lucas II, Esq. Daniel E. Evans
Vorys, Sater, Seymour and Pease Chairman of the Board
52 East Gay Street Bob Evans Farms, Inc.
P.O. Box 1008 3776 South High Street
Columbus, Ohio 43216-1008 Columbus, Ohio 43207
(Name and address of agent for service)
(614) 464-5691
(Telephone number, including area code, of agent for service)
_________________________________
Calculation of Registration Fee
________________________________________________________________________________________
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit (1) price (1) fee
Common Stock, 1,000,000 $20.125 $20,125,000 $6,940
$.01 Par Value
__________________________________________________________________________________________
<FN1> (1) Estimated solely for the purpose of calculating the aggregate offering price and the
registration fee pursuant to Rules 457(c) and 457(h) promulgated under the Securities
Act of 1933, as amended, and computed on the basis of the average of the high and low
sales prices of the Common Stock as reported on the NASDAQ National Market System on
August 24, 1994.
Page 1 of 29 Pages.
Index Exhibit begins at Page II-11 (Page 12 as sequentially numbered).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report on Form 10-K for the fiscal year ended
April 29, 1994 of Bob Evans Farms, Inc. (the "Registrant") and all
other reports filed with the Securities and Exchange Commission
(the "Commission") pursuant to the requirements of Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since that date are hereby incorporated by
reference.
The description of the Registrant's Common Stock
contained in the Registrant's Registration Statement on Form S-4
(Registration No. 33-1336) filed with the Commission on November 5,
1985 or contained in any subsequent amendment or report filed for
the purpose of updating such description, is hereby incorporated
by reference.
Any definitive Proxy Statement or Information Statement
filed pursuant to Section 14 of the Exchange Act and all documents
which may be filed with the Commission pursuant to Sections 13, 14
or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the completion of the offering contemplated hereby, shall
also be deemed to be incorporated herein by reference and to be
made a part hereof from the date of filing of such documents;
provided, however, that no report of the Compensation Committee or
of the Stock Option Committee of the Board of Directors of the
Registrant on executive compensation and no performance graph
included in any Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Stock of the
Registrant being registered on this Registration Statement on
Form S-8 will be passed upon for the Registrant by Vorys, Sater,
Seymour and Pease, 52 East Gay Street, P.O. Box 1008, Columbus,
Ohio 43216-1008. G. Robert Lucas II, a director of the Registrant,
is a partner in such firm. As of August 8, 1994, members of Vorys,
Sater, Seymour and Pease and attorneys employed thereby, together
with members of their immediate families, beneficially owned an
aggregate of 13,073.216 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
Article ELEVENTH of the Certificate of Incorporation, as
amended, of the Registrant limits the liability of directors to the
extent permitted by the General Corporation Law of Delaware.
Article ELEVENTH provides:
No director or former director of this Company
shall be personally liable to this Company or
its stockholders for monetary damages for
breach of fiduciary duty as a director, pro-
vided that this provision shall not eliminate
or limit the liability of a director (i) for
any breach of the director's duty of loyalty
to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which
involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174
of the Delaware General Corporation Law, which
deals with the paying of a dividend or the
approving of a stock repurchase or redemption
which is illegal under Delaware General
Corporation Law, or (iv) for any transaction
from which the director derives an improper
personal benefit.
Section 102(b)(7) of the Delaware General Corporation Law permits
the Registrant to include a provision in its Certificate of
Incorporation eliminating or limiting the personal liability of a
director to the Registrant or its stockholders for monetary damages
for a breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
Section 7 of Article VII of the By-Laws of the Registrant
provides that the Registrant shall indemnify its officers, direc-
tors, employees and agents to the extent permitted by the General
Corporation Law of Delaware. Section 145 of the Delaware General
Corporation Law governs indemnification by a corporation and
provides as follows:
(a) A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right
of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect
to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a
director, officer, employee or agent of another corpora-
tion, partnership, joint venture, trust or other enter-
prise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests
of the corporation and except that no indemnification
shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such
action or suit was brought shall determine upon applica-
tion that, despite the adjudication of liability but in
view of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court
shall deem proper.
(c) To the extent that a director, officer,
employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections (a) and (b) of
this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and
(b) of this section (unless ordered by a court) shall be
made by the corporation only as authorized in the
specific case upon a determination that indemnification
of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b)
of this section. Such determination shall be made (1)
by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses (including attorneys' fees) incurred
by an officer or director in defending any civil,
criminal, administrative, or investigative action, suit
or proceeding may be paid by the corporation in advance
of the final disposition of such action, suit or proceed-
ing upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this
section. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of
directors deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsec-
tions of this section shall not be deemed exclusive of
any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-
law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official
capacity and as to action in another capacity while
holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corpora-
tion, or is or was serving at the request of the corpora-
tion as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would
have the power to indemnify him against such liability
under this section.
(h) For purposes of this section, references to
"the corporation" shall include, in addition to the
resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate exis-
tence had continued, would have had power and authority
to indemnify its directors, officers, and employees or
agents, so that any person who is or was a director,
officer, employee or agent of such constituent corpora-
tion, or is or was serving at the request of such
constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the
same position under this section with respect to the
resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate
existence had continued.
(i) For purposes of this section, references to
"other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit
plan; and references to "serving at the request of the
corporation" shall include any service as a director,
officer, employee or agent of the corporation which
imposes duties on, or involves services by, such direc-
tor, officer, employee, or agent with respect to an
employee benefit plan, its participants or benefici-
aries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as
referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a
person.
Section 2 of the Bob Evans Farms, Inc. 1994 Long Term
Incentive Plan (the "Plan") provides that no member of the Board
of Directors of the Registrant or of the committee which
administers the Plan shall be liable for any action or
determination made in good faith, with respect to the Plan or any
award granted under the Plan.
The Registrant has purchased insurance coverage under a
policy which insures directors and officers against certain
liabilities which might be incurred by them in such capacity.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at page II-11.
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; and
(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 state-
ment;
provided, however, that paragraphs A(1)(i) and
A(1)(ii) do not apply if 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 this 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 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 registra-
tion 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 liabili-
ties (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 begin on following page]
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 Columbus, State of Ohio, on the 26th day of August,
1994.
BOB EVANS FARMS, INC.
(Registrant)
By: /s/ Daniel E. Evans
Daniel E. Evans, Chairman of the
Board (Principal Executive
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Daniel E. Evans
and Donald J. Radkoski, and each of them, as his/her true and
lawful attorneys-in-fact and agents, with full power of substitu-
tion and resubstitution, for him/her and in his/her name, place and
stead, in any and all capacities, to sign any and all future
amendments to this Registration Statement and documents related
thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission and The Nasdaq Stock Market, granting unto each of said
attorneys-in-fact and agents, and substitute or substitutes, 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/she might or could do in
person, hereby ratifying and confirming all things that each of
said attorneys-in-fact and agents, or his or their 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 Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Daniel E. Evans
Daniel E. Evans Chairman of the Board, August 26, 1994
Chief Executive Officer,
Secretary and Director
(Principal Executive
Officer)
/s/ Larry C. Corbin
Larry C. Corbin Director August 26, 1994
/s/ J. Tim Evans
J. Tim Evans Director August 26, 1994
/s/ Daniel A. Fronk
Daniel A. Fronk Director August 26, 1994
/s/ Cheryl L. Krueger
Cheryl L. Krueger Director August 26, 1994
/s/ G. Robert Lucas II
G. Robert Lucas II Director August 26, 1994
/s/ Stewart K. Owens
Stewart K. Owens Director August 26, 1994
/s/ Robert E. H. Rabold
Robert E. H. Rabold Director August 26, 1994
/s/ Robert S. Wood
Robert S. Wood Director August 26, 1994
/s/ Donald J. Radkoski
Donald J. Radkoski Group Vice President - August 26, 1994
Finance Group and
Treasurer (Chief
Financial Officer and
Chief Accounting
Officer)
INDEX TO EXHIBITS
Exhibit No. Description Page No.
4(a) Certificate of
Incorporation of
Registrant (in
particular, Articles
FOURTH, TENTH, TWELFTH
AND THIRTEENTH) Incorporated herein
by reference to
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1987
(File No. 0-1667)
[Exhibit 3(a)]
4(b) Certificate of Amendment
of Certificate of
Incorporation of
Registrant dated
August 26, 1987 Incorporated herein
by reference to
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 28, 1989
(File No. 0-1667)
[Exhibit 3(b)]
4(c) Certificate of Adoption
of Amendment to
Certificate of
Incorporation of
Registrant dated
August 9, 1993 Incorporated herein
by reference to
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 29, 1994
(File No. 0-1667)
[Exhibit 3(c)]
4(d) By-Laws of Registrant (in
particular, Sections 5
and 8 of Article II,
Sections 1 and 14 of
Article III and Article
VIII) Incorporated herein
by reference to
Registrant's Annual
Report on Form 10-K
for its fiscal year
ended April 24, 1987
(File No. 0-1667)
[Exhibit 3(b)]
4(e) Bob Evans Farms, Inc.
1994 Long Term Incentive
Plan (reflects amendments
through August 9, 1994) Pages 14 through 26
5 Opinion of Vorys, Sater,
Seymour and Pease as to
legality Pages 27 and 28
23(a) Consent of Ernst & Young Page 29
23(b) Consent of Vorys, Sater,
Seymour and Pease Filed as part of
Exhibit 5
24 Powers of Attorney Pages II-9 and II-10
(Pages 10 and 11 as
sequentially
numbered)