As filed with the Securities and Exchange Commission on July 15, 2005
Registration No. 333-106016
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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BOB EVANS FARMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 31-4421866
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3776 South High Street, Columbus, Ohio 43207
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(Address of Principal Executive Offices) (Zip Code)
Bob Evans Farms, Inc. and
Affiliates 401K Retirement Plan
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(Full title of the plan)
Stewart K. Owens
Chairman of the Board and Chief Executive Officer
Bob Evans Farms, Inc.
3776 South High Street
Columbus, Ohio 43207
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(Name and address of agent for service)
(614) 491-2225
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(Telephone number, including area code, of agent for service)
COPIES TO:
Mary L. Garceau, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street, P.O. Box 1008
Columbus, Ohio 43216-1008
(614) 464-6400
Index Exhibit begins at Page II-13.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement No.
333-106016 includes, as Exhibit 5, a copy of the most recent Internal Revenue
Service Determination Letter regarding the Bob Evans Farms, Inc. and Affiliates
401K Retirement Plan (the "Plan"). This Post-Effective Amendment also includes
an undertaking by the Registrant under Item 8 to submit to the Internal Revenue
Service (the "IRS") any amendments to the Plan required to be so submitted and
to make all changes required by the IRS in order to continue to qualify the Plan
under Section 401 of the Internal Revenue Code of 1986, as amended (the "Code").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Bob Evans Farms, Inc. (the "Company" or "Registrant") and the Bob Evans
Farms, Inc. and Affiliates 401K Retirement Plan (the "Plan") hereby incorporate
by reference into this Registration Statement the following documents filed by
the Company and the Plan 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"):
1. The Company's Annual Report on Form 10-K for the fiscal year ended
April 29, 2005;
2. The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2004;
3. The Company's Current Report on Form 8-K dated and filed June 20,
2005;
4. The Company's Current Report on Form 8-K dated and filed May 13,
2005 and amended on Form 8-K/A filed July 12, 2005; and
5. The description of the Company's common stock, par value $.01 per
share ("Common Stock") contained in the Company's Registration
Statement on Form S-4 filed with the Commission on November 5, 1986,
or contained in any subsequent amendment or report filed for the
purpose of updating such description.
Any definitive proxy statement or information statement filed pursuant to
Section 14 of the Exchange Act, and all documents which may be filed by the
Company or the Plan with the Commission pursuant to Section 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.
Additional information may be obtained about any of the documents
incorporated by reference in this Registration Statement, excluding any exhibits
to those documents unless the exhibit is specifically incorporated by reference
in this Registration Statement, without charge, by writing or phoning us at the
following address and phone number: Bob Evans Farms, Inc., 3776 South High
Street, Columbus, Ohio 43207, (614) 491-2225, Attn: Human Resources.
Item 4. Description of Securities.
Not applicable.
II-1
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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, provided 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.
Article IX of the Registrant's Amended and Restated By-Laws governs
indemnification by the Registrant and provides as follows:
SECTION 9.01. INDEMNIFICATION AS OF RIGHT FOR DIRECTORS AND
OFFICERS. Each director or officer of the corporation who was or is
made a party or is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a director or officer of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as
a director, officer, employee or agent, shall be indemnified and
held harmless by the corporation to the fullest extent permitted by
Delaware Law against all expense, liability and loss (including
attorneys' fees, judgments, fines, taxes, penalties and amounts paid
in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith; provided, however, that, except as provided in
Section 9.02 hereof with respect to proceedings to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such
indemnitee only if
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such proceeding (or part thereof) was authorized by the board. The
right to indemnification conferred in this Section 9.01 shall
include the right to be paid by the corporation the expenses
incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"); provided,
however, that, if Delaware Law so requires, expenses incurred by an
indemnitee in his or her capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee
benefit plan) shall be advanced only upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or
on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which
there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Section 9.01 or otherwise.
SECTION 9.02. ENFORCEMENT. If a claim under Section 9.01 is
not paid in full by the corporation within sixty days after a
written claim has been received by the corporation, except in the
case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall also be entitled to be paid the expense of
prosecuting or defending such suit. It shall be a defense of the
corporation in any suit brought by an indemnitee to enforce a right
to indemnification hereunder (but not in a suit to enforce a right
to an advancement of expenses) that the indemnitee has not met the
applicable standard of conduct set forth in Delaware Law, and a
final adjudication that an indemnitee has not met such standard
shall entitle the corporation to recover such expenses pursuant to
the terms of an undertaking. Neither the failure of the corporation
(including the Board, independent legal counsel or its stockholders)
to have made a determination prior to the commencement of such suit
that indemnification of the indemnitee is proper in the
circumstances because the indemnitee has met the applicable standard
of conduct set forth in Delaware Law, nor an actual determination by
the corporation (including the Board, independent legal counsel or
its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In
any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by
the corporation to recover an advancement of expenses, the burden of
proving that the indemnitee is not entitled to be indemnified in any
respect, or to such advancement of expenses, under this Article IX
or otherwise shall be on the corporation.
SECTION 9.03. DISCRETIONARY INDEMNIFICATION FOR AGENTS AND
EMPLOYEES. The corporation may, to the extent approved or ratified
from time to time by the board, grant rights to indemnification, and
to the advancement of expenses to any employee or agent of the
corporation to the fullest extent contemplated by this Article IX
with respect to the indemnification and advancement of expenses of
directors and officers of the corporation.
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SECTION 9.04. ARTICLE IX EXCLUSIVE. The indemnification and
advancement of expenses provided by, or granted pursuant to, the
other sections of this Article IX shall not be deemed exclusive of
any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the corporation's or
any other corporation's certificate of incorporation or by-laws,
other charter documents, agreement, vote of stockholders or
disinterested directors or otherwise, or under Delaware Law or any
other applicable statute or regulation, both as to action in such
person's official capacity and as to action in another capacity
while holding such office.
SECTION 9.05. CONTINUATION OF INDEMNIFICATION. The
indemnification and advancement of expenses provided by, or granted
pursuant to, this Article IX shall 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, except in any such case to the extent that any grant of
rights to indemnification and advancement of expenses pursuant to
Section 9.03 otherwise provides, and shall be binding upon any
successor to the corporation to the fullest extent permitted by
Delaware Law, as from time to time in effect.
SECTION 9.06. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who 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 any liability asserted against such
person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liability
under the provisions of this Article IX or Delaware Law.
SECTION 9.07. CERTAIN DEFINITIONS. For purposes of this
Article, 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 a director or officer of the corporation "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 director or officer
with respect to an employee benefit plan, its participants, or
beneficiaries. For purposes of determining whether a person has met
the applicable standard of conduct set forth in Delaware Law, a
person who acted in good faith and in a manner such person
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."
SECTION 9.08. SEVERABILITY. In the event that any provision of
this Article IX is determined by a court of competent jurisdiction
to require the corporation to do or to fail to do an act which is in
violation of applicable law, such provision shall be limited or
modified in its application to the minimum extent necessary to avoid
a violation of law, and, as so limited or modified, such provision
and the balance of this Article IX shall be enforceable by an
indemnitee in accordance with its terms.
II-4
Section 145 of the Delaware General Corporation Law governs
indemnification by a corporation and provides as follows:
(a) A corporation shall have power to 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 the
person 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 the person in
connection with such action, suit or proceeding if the person acted
in good faith and in a manner the person 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 the person's 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 the person 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 the person's conduct was
unlawful.
(b) A corporation shall have power to 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 the person 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) actually and reasonably
incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a
manner the person 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 any and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon
application 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 present or former director or officer
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, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
II-5
(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 present or former director, officer, employee
or agent is proper in the circumstances because the person has met
the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made, with respect
to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a
quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even through less than a quorum, or
(3) if there are no such directors, or if such directors so direct,
by independent legal counsel in a written opinion, or (4) 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 proceeding 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 such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and conditions,
if any, as the corporation deems appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections 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 bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding such
office.
(g) A corporation shall have the power to purchase and
maintain insurance on behalf of any person who 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 any liability asserted against such
person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the corporation
would have the power to indemnify such person 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 existence 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 corporation, 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 such person would have with
respect to such constituent corporation if its separate existence
had continued.
II-6
(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 director, officer,
employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith
and in a manner such person 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.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees).
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.
Section 8.05 of the Plan provides that the Company will indemnify members
of the Committee administering the Plan. Section 8.05 reads as follows:
The sponsor shall indemnify and hold harmless any person who is or
was a member of the Committee or any person who is or was an employee or
performs or performed services with respect to the Plan against all
liabilities and all reasonable expenses (including, without limitation,
counsel fees and amounts paid in settlement other than to the Sponsor)
incurred or paid in connection with any threatened or pending action, suit
or proceeding to which such person (or his executor, administrator or
other legal representative) may be made a party or in which such person
may otherwise be involved by reason of the fact that he serves or has
served as a member of the Committee or otherwise performs or has performed
services with respect to the Plan; provided that (a) if such action, suit
or proceeding shall be prosecuted against such person (or his executor,
administrator or other legal representative) to final determination on the
merits or otherwise, it shall not be finally adjudged in such action, suit
or proceeding that such person is liable for gross negligence or willful
misconduct in the performance of his duty to the Sponsor or the Plan in
relation to the matter or matters in respect of which indemnification is
claimed; or (b) if such action, suit or proceeding shall be settled or
otherwise terminated as against such person (or his executor,
administrator or other legal representative) without a final
determination, it shall be determined that such person was not guilty of
gross negligence or willful misconduct in the performance of his duty to
the Sponsor or the Plan in relation to the matter or matters in respect of
which indemnification is claimed, such determination to be made by a
majority of the members
II-7
of the Board of Directors of the Sponsor or by independent counsel to whom
the question may be referred by the Board of Directors.
The Sponsor's obligations under this section may be satisfied
through the purchase of a policy or policies of insurance providing
equivalent protection.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Index to Exhibits attached hereto at page II-13.
The Plan has been submitted to the IRS, and the IRS has determined that
the Plan qualifies under Section 401 of the Code. A copy of the IRS
determination letter, dated August 28, 2002, regarding the Plan is attached
hereto as Exhibit 5. The Registrant hereby undertakes to submit to the IRS any
amendments to the Plan required to be so submitted and will make all changes
required by the IRS in order to continue to qualify the Plan under Section 401
of the Code.
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 statement;
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 the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effect
amendment shall be deemed to be a new registration
statement relating to the securities offered therein,
II-8
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 (and each filing of an annual report pursuant to
Section 15(d) of the Exchange Act on behalf of the Bob Evans Farms, Inc. and
Affiliates 401K Retirement Plan) 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 provisions described in Item 6 of this Part II,
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 on following page)
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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 Columbus, State of Ohio, on the 15th day of
July, 2005.
BOB EVANS FARMS, INC.
By: /s/ Donald J. Radkoski
---------------------------------------------
Donald J. Radkoski
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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
- ----------------------------- -------------------------------- ----------------
* Chairman of the Board and July 15, 2005
- ----------------------------- Director, Chief Executive
Stewart K. Owens Officer, President and Chief
Operating Officer (Principal
Executive Officer)
* Director July 15, 2005
- -----------------------------
Larry C. Corbin
* Director July 15, 2005
- -----------------------------
Daniel E. Evans
* Director July 15, 2005
- -----------------------------
Daniel A. Fronk
* Director July 15, 2005
- -----------------------------
Michael J. Gasser
* Director July 15, 2005
- -----------------------------
E.W. Bill Ingram III
* Director July 15, 2005
- -----------------------------
Cheryl L. Krueger
* Director July 15, 2005
- -----------------------------
G. Robert Lucas II
II-10
* Director July 15, 2005
- -----------------------------
Robert E. H. Rabold
/s/ Donald J. Radkoski Chief Financial Officer,
- ----------------------------- Treasurer and Secretary July 15, 2005
Donald J. Radkoski (Principal Financial Officer and
Principal Accounting Officer)
*By Donald J. Radkoski pursuant to Powers of Attorney executed by the directors
and executive officers listed above which Powers of Attorney have been
previously filed with the Securities and Exchange Commission as exhibits to this
Registration Statement.
/s/ Donald J. Radkoski
- ----------------------------
Donald J. Radkoski
Attorney-In-Fact
II-11
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 15th day of July, 2005.
BOB EVANS FARMS, INC. AND AFFILIATES 401K
RETIREMENT PLAN
By: /s/ Tod P. Spornhauer
-----------------------------------------------
Tod P. Spornhauer
Member of the Bob Evans Farms and Affiliates 401K
Retirement Plan Committee (also known as the
Deferral Plan Committee)
II-12
INDEX TO EXHIBITS
Exhibit
Number Description Location
- ------- -------------------------------------- ----------------------------------
4(a) Certificate of Incorporation of the Incorporated herein by reference to
Registrant (filed with the Delaware Exhibit 3(a) to the Registrant's
Secretary of State on Nov. 4, 1985) Annual Report on Form 10-K for its
fiscal year ended April 24, 1987.
4(b) Certificate of Amendment of Incorporated herein by reference to
Certificate of Incorporation of the Exhibit 3(b) to the Registrant's
Registrant dated Aug. 26, 1987 (filed Annual Report on Form 10-K for its
with the Delaware Secretary of State fiscal year ended April 28, 1989.
on Sept. 4, 1987)
4(c) Certificate of Adoption of Incorporated herein by reference to
Amendment to Certificate of Exhibit 3(c) to the Registrant's
Incorporation of the Registrant dated Annual Report on Form 10-K for its
Aug. 9, 1993 (filed with the Delaware fiscal year ended April 29, 1994.
Secretary of State on Aug. 10, 1993)
4(d) Restated Certificate of Incorporation Incorporated herein by reference to
of Registrant reflecting amendments Exhibit 3(d) to the Registrant's
through Aug. 10, 1993. Note: filed for Annual Report on Form 10-K for its
purposes of SEC reporting fiscal year ended April 29, 1994.
compliance only - this document has
not been filed with the Delaware
Secretary of State
4(e) Amended and Restated By-Laws of the Incorporated herein by reference to
Registrant Exhibit 3(e) to the Registrant's
Annual Report on Form 10-K for its
fiscal year ended April 28, 2000.
5 Internal Revenue Service Determination Filed herewith.
Letter dated August 28, 2002
23 Consent of Ernst & Young, LLP Filed herewith.
24 Powers of Attorney Previously filed.
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