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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
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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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INTERNATIONAL HOME FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3377322
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive offices, including zip code)
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INTERNATIONAL HOME FOODS, INC.
1997 STOCK OPTION PLAN
(Full title of the plan)
C. DEAN METROPOULOS
CHIEF EXECUTIVE OFFICER
INTERNATIONAL HOME FOODS, INC.
1633 LITTLETON ROAD
PARSIPPANY, NEW JERSEY 07054
(973) 359-9920
(Name, address and telephone number of agent for service)
copy to:
A. WINSTON OXLEY
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 220-7891
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per unit (1) offering price(1) registration fee
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Common Stock, $0.01 par
value per share . . . . . . . 5,000,000 (2) $ 17.8125 $ 89,062,500 $ 26,274
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933 and based
on the average of the high and low prices reported on the New York
Stock Exchange on August 21, 1998.
(2) If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered on
this Registration Statement changes, the provisions of Rule 416 shall
apply to this Registration Statement, and this Registration Statement
shall be deemed to cover the additional securities resulting from the
split of, or dividend on, the securities covered by this Registration
Statement.
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The contents of the registration statement on Form S-8, File No.
333-43297, of International Home Foods, Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission on December 24,
1997, other than the contents of Item 3 contained therein, are hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by International Home Foods, Inc., a
Delaware corporation (the "Company"), and are incorporated herein by reference
and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission pursuant to
the Securities Exchange Act of 1934 (the "Exchange Act") on
March 31, 1998;
(b) The Company's Annual Report on Form 10-K/A for the fiscal year
ended December 31, 1997, filed with the Commission pursuant to
the Exchange Act on July 27, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, filed with the Commission
pursuant to the Exchange Act on May 15, 1998;
(d) The Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended March 31, 1998, filed with the
Commission pursuant to the Exchange Act on July 27, 1998;
(e) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998, filed with the Commission
pursuant to the Exchange Act on August 14, 1998;
(f) The Company's Current report on Form 8-K filed with the
Commission pursuant to the Exchange Act on March 16, 1998;
(g) The Company's Current Report on Form 8-K for the period ended
April 13, 1998, filed with the Commission pursuant to the
Exchange Act on April 20, 1998; and
(h) The description of the Company's Common Stock, $0.01 par value
per share, contained in Item 1 of the Company's Registration
Statement on Form 8-A filed with the Commission pursuant to
the Exchange Act on October 27, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold, or that deregisters all securities then remaining unsold, shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to International Home Foods, Inc., 1633 Littleton
Road, Parsippany, New Jersey 07054, Attention: Secretary (973) 359-9920.
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ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:
4.1 -- International Home Foods, Inc. 1997 Stock Option Plan
(Incorporated by reference to exhibit 10.3 of the
Company's registration statement on Form S-1,
Commission File No. 333-36249).
4.2 -- First Amendment to the International Home Foods, Inc.
1997 Stock Option Plan.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Vinson & Elkins L.L.P. (included as part
of Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Parsippany, State of New Jersey, on the 12th
day of June, 1998.
INTERNATIONAL HOME FOODS, INC
By: /s/ C. Dean Metropoulos
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C. Dean Metropoulos,
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Capacity Date
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/s/ C. Dean Metropoulos Chairman of the Board and August 20, 1998
- ------------------------------------------ Chief Executive Officer
C. Dean Metropoulos (Principal Executive Officer)
/s/ N.Michael Dion Chief Financial Officer August 20, 1998
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N. Michael Dion Officer)
/s/ Thomas O. Hicks Director August 20, 1998
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Thomas O. Hicks
/s/ L. Hollis Jones Director August 20, 1998
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L. Hollis Jones
/s/ Michael J. Levitt Director August 20, 1998
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Michael J. Levitt
/s/ M. L. Lowenkron Director August 20, 1998
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M. L. Lowenkron
/s/ Alan B. Menkes Director August 20, 1998
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Alan B. Menkes
/s/ John R. Muse Director August 20, 1998
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John R. Muse
/s/ Roger T. Staubach Director August 20, 1998
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Roger T. Staubach
/s/ Charles W. Tate Director August 20, 1998
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Charles W. Tate
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 -- International Home Foods, Inc. 1997 Stock Option Plan (Incorporated by reference to
exhibit 10.3 of the Company's registration statement on Form S-1, Commission File No.
333-36249).
4.2 -- First Amendment to the International Home Foods, Inc. 1997 Stock Option Plan.
5.1 -- Opinion of Vinson & Elkins L.L.P.
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1)