-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cm+lKSfqdDv/Skpgbdck7IzODXe5GKLYJbAkN+QAEkdMZ2tvsEPMkdkdJAbX8pGB 2SW+bPi6re6VGfuXM8id+A== 0000912057-02-015207.txt : 20020416 0000912057-02-015207.hdr.sgml : 20020416 ACCESSION NUMBER: 0000912057-02-015207 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020416 EFFECTIVENESS DATE: 20020416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MULTIFOODS CORP CENTRAL INDEX KEY: 0000051410 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410871880 STATE OF INCORPORATION: DE FISCAL YEAR END: 0303 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-86302 FILM NUMBER: 02611898 BUSINESS ADDRESS: STREET 1: 110 CHESHIREL LANE STREET 2: SUITE 300 CITY: MINNETONKA STATE: MN ZIP: 55305-1060 BUSINESS PHONE: 9525943300 MAIL ADDRESS: STREET 1: 110 CHESHIREL LANE STREET 2: SUITE 300 CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL MILLING CO INC DATE OF NAME CHANGE: 19700217 S-8 1 a2076967zs-8.txt S-8 As filed with the Securities and Exchange Commission on April 16, 2002. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- INTERNATIONAL MULTIFOODS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 41-0871880 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 CHESHIRE LANE, SUITE 300, MINNETONKA, MINNESOTA 55305 (Address of Principal Executive Offices) (Zip Code) 1997 STOCK-BASED INCENTIVE PLAN OF INTERNATIONAL MULTIFOODS CORPORATION (Full title of the plan) ------------------------------- FRANK W. BONVINO, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY INTERNATIONAL MULTIFOODS CORPORATION 110 CHESHIRE LANE, SUITE 300 MINNETONKA, MINNESOTA 55305-1060 (Name and address of agent for service) (952) 594-3300 (Telephone number, including area code, of agent for service) ------------------------------- CALCULATION OF REGISTRATION FEE
======================= =================== ==================== ===================== ==================== Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount to be to be price offering of registration registered registered per share price fee - ----------------------- ------------------- -------------------- --------------------- -------------------- Common Stock (par value $.10 per 433,411 (1) $21.783 (1) $ 9,440,991.81 (1) $ 868.57 (1) share) 566,589 (2) $25.535 (2) $14,467,850.12 (2) $ 1,331.04 (2) ------- -------------- ---------- Total 1,000,000 $23,908,841.93 $2,199.61 ======================= =================== ==================== ===================== ====================
(1) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, the filing fee for the 433,411 shares subject to options that have been approved and granted is calculated based upon the weighted average of the various exercise prices for such options. (2) Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(h)(1) under the Securities Act of 1933, based upon the average of the high and low prices on the New York Stock Exchange as reported in the consolidated transaction reporting system on April 11, 2002. 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 by International Multifoods Corporation (the "Company") are incorporated by reference into this registration statement as of their respective dates: (a) The Company's Annual Report on Form 10-K for the fiscal year ended March 3, 2001. (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended June 2, 2001, September 1, 2001 and December 1, 2001, respectively. (c) The Company's Current Reports on Form 8-K and Form 8-KA dated November 13, 2001. (d) The description of the Company's Common Stock, par value $.10 per share ("Common Stock"), which is contained in a registration statement filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All reports and other 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 then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the respective dates of filing such reports and documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 145 of the Delaware General Corporation Law, the directors and officers of the Company are entitled, under certain circumstances, to be indemnified by it against all expenses and liabilities incurred by or imposed upon them as a result of suits brought against them as such directors and officers, if they act in good faith and in a manner they reasonably believe to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, have no reasonable cause to believe their conduct was unlawful, except that no indemnification shall be made against expenses in respect of any claim, issue or matter as to which they shall have been adjudged to be liable to the Company, unless and only to the extent that 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, they are fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. Any such indemnification may be made by the Company only as authorized in each specific case upon a determination by the stockholders, independent legal counsel or the disinterested directors that indemnification is proper in the circumstances because the indemnitee has met the applicable statutory standard of conduct. The Restated Certificate of Incorporation, as amended, and the Bylaws of the Company provide that the officers and directors of the Company and certain others shall be indemnified to the fullest extent permitted or authorized by the Delaware General Corporation Law. The Restated Certificate of Incorporation, as amended, and the Bylaws of the Company also provide that a director shall not be personally liable to the Company or its stockholders for monetary damages for a breach of fiduciary duty as a director, except for liability (1) for any breach of the director's duty of loyalty to the Company or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) under the Delaware statutory provision making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions, or (4) for any transaction from which the director derived any improper personal benefit. The Company has entered into agreements with its directors and executive officers which provide that the Company shall indemnify such persons to the fullest extent authorized by the Delaware General Corporation Law. Such agreements also set forth certain procedures with regard to advances, settlement, maintenance of insurance, notification of claims and defense of claims. The Company maintains a standard policy of directors' and officers' liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 23 Consent of KPMG LLP 24 Power of Attorney 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: (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (b) 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 42(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 (c) 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 this registration statement; provided, however, that paragraphs A(1)(a) and A(1)(b) 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 the 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 offerings. 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 where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 hereof, 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 of 1933 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 Securities Act of 1933 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 Minnetonka, State of Minnesota, on April 16, 2002. INTERNATIONAL MULTIFOODS CORPORATION (Registrant) By * ---------------------------------------- Gary E. Costley Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE * Chairman of the Board and April 16, 2002 - ------------------------ Chief Executive Officer Gary E. Costley (Principal Executive Officer) and Director * Vice President, Finance April 16, 2002 - ------------------------ and Chief Financial Officer John E. Byom (Principal Financial Officer) * Vice President and Controller April 16, 2002 - ------------------------ (Principal Accounting Officer) Dennis R. Johnson * Director April 16, 2002 - ------------------------ Claire L. Arnold * Director April 16, 2002 - ------------------------ James M. Jenness * Director April 16, 2002 - ------------------------ Nicholas L. Reding * Director April 16, 2002 - ------------------------ Jack D. Rehm SIGNATURE TITLE DATE * Director April 16, 2002 - ------------------------- Lois D. Rice * Director April 16, 2002 - ------------------------- Richard K. Smucker * Director April 16, 2002 - ------------------------- Dolph W. von Arx
*By /s/ FRANK W. BONVINO -------------------------------------- Frank W. Bonvino Attorney-in-Fact EXHIBIT INDEX 23 Consent of KPMG LLP 24 Power of Attorney EX-23 3 a2076967zex-23.txt EXHIBIT 23 Exhibit 23 INDEPENDENT AUDITORS' CONSENT The Board of Directors International Multifoods Corporation: We consent to incorporation by reference in this Registration Statement on Form S-8 with respect to the 1997 Stock-Based Incentive Plan of International Multifoods Corporation of our report dated March 27, 2001, relating to the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of March 3, 2001 and February 29, 2000 and the related consolidated statements of operations, cash flows and shareholders' equity and the related financial statement schedule for each of the years in the three-year period ended March 3, 2001, which report appears in and is incorporated by reference in the Annual Report on Form 10-K for the year ended March 3, 2001, of International Multifoods Corporation. /s/ KPMG LLP Minneapolis, Minnesota April 15, 2002 EX-24 4 a2076967zex-24.txt EXHIBIT 24 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gary E. Costley, John E. Byom and Frank W. Bonvino, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, 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 a Registration Statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the issuance of 1,000,000 shares of Common Stock of International Multifoods Corporation pursuant to the 1997 Stock-Based Incentive Plan of International Multifoods Corporation, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, and each of them, 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 such attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed on the 28th day of March, 2002, by the following persons: SIGNATURE TITLE /s/ GARY E. COSTLEY Chairman of the Board and - ---------------------------------- Chief Executive Officer Gary E. Costley, Ph.D. (Principal Executive Officer) and Director /s/ JOHN E. BYOM Vice President, Finance and - ---------------------------------- Chief Financial Officer John E. Byom (Principal Financial Officer) /s/ DENNIS R. JOHNSON Vice President and Controller - ---------------------------------- (Principal Accounting Officer) Dennis R. Johnson /s/ CLAIRE L. ARNOLD Director - ---------------------------------- Claire L. Arnold /s/ JAMES M. JENNESS Director - ---------------------------------- James M. Jenness /s/ NICHOLAS L. REDING Director - ---------------------------------- Nicholas L. Reding /s/ JACK D. REHM Director - ---------------------------------- Jack D. Rehm /s/ LOIS D. RICE Director - ---------------------------------- Lois D. Rice /s/ RICHARD K. SMUCKER Director - ---------------------------------- Richard K. Smucker /s/ DOLPH W. VON ARX Director - ---------------------------------- Dolph W. von Arx -----END PRIVACY-ENHANCED MESSAGE-----