Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HARVEST STATES COOPERATIVES
(Exact name of registrant as specified in its charter)
Minnesota 41-0251095
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1667 North Snelling
P.O. Box 64594
St. Paul, Minnesota 55164
(Address, including zip code, of principal executive offices)
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HARVEST STATES COOPERATIVES
KEY EMPLOYEE SHARE OPTION PLAN
(Full title of the plan)
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Thomas F. Baker
Group Vice President--Finance
1667 North Snelling
P.O. Box 64594
St. Paul, Minnesota 55164
(612) 641-3736
(Name, address, including zip code, and telephone number, including area code,
of, agent for service)
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Copy To:
William B. Payne, Esq.
Dorsey & Whitney LLP
220 South Sixth Street
Minneapolis, Minnesota 55402-1498
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities Aggregate Amount of
to be Registered Offering Price(1) Registration Fee
- --------------------------------------------------------------------------------
Options to Purchase
Securities $ 10,000,000 $ 2,950
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(1) In accordance with Rule 457(o).
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Harvest States Cooperatives (the
"Company") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"),
are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended May 31,
1997.
(b) Quarterly Report on Form 10-Q for the quarter ended August 31,
1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to 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 remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents. Any statement contained herein
or in a document all or part of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein 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.
Item 4. Description of Securities.
The Plan provides for the right to receive an option to purchase
securities in exchange for a reduction in future bonus or salary. The options
must be held for at least six months after being granted before the exercise and
expire upon the earliest of the following: 90 days after the participant's
termination of employment for cause; 120 months after the participant's
termination of employment for any other reason; or 20 years after being granted.
In exchange for a reduction in bonus or salary in a specified dollar amount, the
participant will receive the right to purchase securities with a fair market
value of 133 1/3% of the specified dollar amount at a price of 33 1/3% of the
specified dollar amount. The option's exercise price will remain unchanged,
except for stock dividends, stock splits, rights offerings, recapitalizations or
similar transactions.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The statutes of the State of Minnesota give the Company the power to
indemnify any director, officer, manager, employee or agent, who was or is a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, against certain
liabilities and expenses incurred in connection with the action, suit or
proceeding.
Article VII of the Bylaws of the Company provides that the Company
shall indemnify each director, officer, manager, employee, or agent of the
Company, and any person serving at the request of the Company as a director,
officer, manager, 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 to he fullest extent to which such directors, officers, managers,
employee or agents of an association may be indemnified under the law of the
State of Minnesota or any amendments thereto or substitutions therefor. Article
VII provides that the Company shall have power to purchase and maintain
insurance against any liability asserted against such persons and incurred by
such persons in any such capacity.
Article X of the Company's Amended and Restated Articles of
Incorporation provides that a director shall not be personally liable to the
Company or its members for monetary damages for breach of fiduciary duty as a
director, except for liability: (i) for a breach of the director's duty of
loyalty to the Company or its members; (ii) for acts of omissions not in good
faith or that involve intentional misconduct or a knowing violation of law;
(iii) for a transaction from which the director derived an improper personal
benefit; or (iv) for an act or omission occurring prior to the date when the
provisions of such Article (or predecessor thereto) became effective. It is the
stated intention of the members of the Company to eliminate or limit the
personal liability of the directors of the Company to the greatest extent
permitted under Minnesota law. Such Article X provides that if amendments to the
Minnesota Statues are passed after the effective date of such Article X which
authorize associations to act to further eliminate or limit the personal
liability of directors, then the liability of the directors of the Company shall
be eliminated or limited to the greatest extent permitted by the Minnesota
Statues, as so amended.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
4.1 Harvest States Cooperatives Key Employee Share Option Plan.
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Dorsey & Whitney LLP. (Included in Exhibit 5.1.)
24.1 Power of Attorney. (Included on signature page.)
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities 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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume 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 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) above will
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 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 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.
(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 Securities Act and is, therefor, 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 other
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
Securities 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 St. Paul, State of Minnesota, November 17, 1997.
HARVEST STATES COOPERATIVES
By /s/ John D. Johnson
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John D. Johnson
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John D. Johnson and T.F. Baker as his or
her true and lawful attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any additional Registration Statement pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and any or all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8 (or Registration Statements, if an additional Registration Statement
is filed pursuant to Rule 462(b)), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, 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
Registration Statement has been signed by the following persons in the
capacities indicated on November 17, 1997.
Signature Title
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/s/John D. Johnson President and Chief Executive Officer
- ----------------------------- (Principal Executive Officer)
John D. Johnson
/s/T. F. Baker Group Vice President--Finance
- ----------------------------- (Principal Financial Officer)
T. F. Baker
/s/John Schmitz Vice President--Corporate Accounting
- ----------------------------- (Principal Accounting Officer)
John Schmitz
/s/Steven Burnet Chairman of the Board of Directors
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Steven Burnet
/s/Steve Carney Director
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Steve Carney
/s/Sheldon Haaland Director
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Sheldon Haaland
/s/Jerry C. Hasnedl Director
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Jerry C. Hasnedl
/s/Edward Hereford Director
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Edward Hereford
/s/Gerald Kuster Director
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Gerald Kuster
/s/Tyrone A. Moos Director
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Tyrone A. Moos
/s/Duane G. Risan Director
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Duane G. Risan
/s/William J. Zarak, Jr. Director
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William J. Zarak, Jr.
/s/Edward Ellison Director
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Edward Ellison
/s/Leonard D. Larsen Director
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Leonard D. Larsen
/s/Duane Stenzel Director
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Duane Stenzel
/s/Russell W. Twedt Director
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Russell W. Twedt
/s/Merlin Van Walleghen Director
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Merlin Van Walleghen
EXHIBIT INDEX
Exhibit Page
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4.1 Harvest States Cooperatives Key Employee Share Option Plan
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on Signature page)