As filed with the Securities and Exchange Commission on September 28, 2001
Registration No. 333-______
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UNITED STATES
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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CONAGRA FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0248710
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
(Address of principal executive offices) (Zip Code)
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Employee Flexible Bonus Payment Plan
ConAgra Foods Consultant Agreements
(Full title of the plans)
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James P. O'Donnell, Executive Vice President
and Chief Financial Officer
ConAgra Foods, Inc.
One ConAgra Drive
Omaha, Nebraska 68102
(Name and address of agent for service)
402-595-4000
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities to Amount to be offering price per aggregate offering Amount of
be registered registered share (1) price (1) registration fee
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Common Stock (2) 2,500,000 $21.70 $54,250,000 $13,563
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low sales
prices as reported in the consolidated reporting system on September 26, 2001.
(2) This registration statement also applies to preferred share purchase rights
which are attached to and trade with each share of common stock.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this registration statement omits the information specified
in Part I of Form S-8. The documents containing the information specified in
Part I will be delivered to the participants in the plan as required by
Securities Act Rule 428(b). Such documents are not being filed with the
Commission as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
ConAgra Foods, Inc. hereby incorporates by reference in this
registration statement the following documents previously filed with the
Securities and Exchange Commission:
(a) Annual Report on Form 10-K for the year ended May 27, 2001; and
(b) The description of ConAgra Foods' common stock contained in
registration statements on Form 8-A filed under the Exchange
Act, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by ConAgra Foods pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 the registration statement and to be a part
thereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
Pursuant to Article V of the Certificate of Incorporation of ConAgra
Foods, ConAgra Foods shall, to the extent required, and may, to the extent
permitted, by Section 102 and Section 145 of the General Corporation Law of the
State of Delaware, as amended from time to time, indemnify and reimburse all
persons whom it may indemnify and reimburse pursuant thereto. No director shall
be liable to ConAgra Foods or its stockholders for monetary damages for breach
of fiduciary duty as a director. A director shall continue to be liable for (1)
any breach of a director's duty of loyalty to ConAgra Foods or its stockholders;
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) paying a dividend or approving a stock
repurchase which would violate Section 174 of the General Corporation Law of the
State of Delaware; or (4) any transaction from which the director derived an
improper personal benefit.
The by-laws of ConAgra Foods provide for indemnification of ConAgra
Foods officers and directors against all expenses, liability or losses
reasonably incurred or suffered by them, including liability arising under the
Securities Act of 1933, to the extent legally permissible under Section 145 of
the General Corporation Law of the State of Delaware where any such person was,
is, or threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact he was serving ConAgra Foods in such capacity. Generally, under
Delaware law, indemnification will only be available where an officer or
director can establish that he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of ConAgra Foods.
ConAgra Foods also maintains a director and officer insurance policy
which insures ConAgra Foods, its subsidiaries and their elected officers and
directors against damages, judgments, settlements and costs incurred by reason
of wrongful acts committed by such persons in their capacities as officers and
directors.
Item 8. Exhibits
4.1 - ConAgra Foods' Certificate of Incorporation, as amended,
incorporated by reference to ConAgra Foods' quarterly report
on Form 10-Q for the quarter ended April 27, 2000.
4.2 - ConAgra Foods' Bylaws, as amended, incorporated by reference
to ConAgra Foods' quarterly report on Form 10-Q for the
quarter ended February 28, 1999.
4.3 - Rights Agreement dated July 12, 1996, incorporated herein by
reference to ConAgra Foods' annual report on Form 10-K for the
fiscal year ended May 27, 2001.
4.4 - ConAgra Foods' Employee Flexible Bonus Plan, incorporated
herein by reference to ConAgra Foods' annual report on Form
10-K for the fiscal year ended May 25, 1997.
4.5 - Form of Common Stock Certificate incorporated by reference
herein to Exhibit 4.7 to ConAgra Foods' Registration
Statement on Form S-8 (333-46962).
23 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney for Directors of ConAgra Foods.
The undersigned registrant hereby undertakes to submit or cause to be submitted,
if not previously submitted, the plan, and any amendments thereto, to the
Internal Revenue Service in a timely manner and to make all changes required by
the IRS in order to qualify the plan under the Internal Revenue Code.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(1) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(2) 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 offered 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 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
(3) 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) and (a)(2) of this section do
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 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.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered thereon, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act 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, 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 of 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
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 Omaha, and the State of Nebraska, on this 28th day of
September, 2001.
CONAGRA FOODS, INC.
/s/ Bruce C. Rohde
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Bruce C. Rohde
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 28th day of September, 2001
by the following persons in the capacities indicated.
Signature Title
Chairman, Chief Executive Officer
/s/ Bruce C. Rohde and President
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Bruce C. Rohde
Executive Vice President, Chief
/s/ James P. O'Donnell Financial Officer and Corporate
--------------------------------------- Secretary
James P. O'Donnell
Senior Vice President/Controller
/s/ Jay D. Bolding
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Jay D. Bolding
Mogens C. Bay* Director
John T. Chain, Jr.* Director
Alice B. Hayes* Director
Robert A. Krane* Director
Mark Rauenhorst* Director
Carl E. Reichardt* Director
Ronald W. Roskens* Director
Kenneth E. Stinson* Director
* This Registration Statement has been signed by the undersigned as
attorney-in-fact on behalf of each person so indicated pursuant to a power of
attorney duly executed by each such person.
/s/ Bruce C. Rohde
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Bruce C. Rohde
Attorney-In-Fact
INDEX TO EXHIBITS
Exhibit No. Page
4.1 - ConAgra Foods' Certificate of Incorporation, as amended,
incorporated by reference to ConAgra Foods' quarterly report
on Form 10-Q for the quarter ended April 27, 2000.
4.2 - ConAgra Foods' Bylaws, as amended, incorporated by reference
to ConAgra Foods' quarterly report on Form 10-Q for the
quarter ended February 28, 1999.
4.3 - Rights Agreement dated July 12, 1996, incorporated herein by
reference to ConAgra Foods' annual report on Form 10-K for the
fiscal year ended May 27, 2001.
4.4 - ConAgra Foods' Employee Flexible Bonus Plan, incorporated
herein by reference to ConAgra Foods' annual report on Form
10-K for the fiscal year ended May 25, 1997.
4.5 - Form of Common Stock Certificate incorporated by reference
herein to Exhibit 4.7 to ConAgra Foods' Registration Statement
on Form S-8 (333-46962).
23 - Consent of Deloitte & Touche LLP
24 - Powers of Attorney for Directors of ConAgra Foods.