Penford Corporation Form S-3/A

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

Steven Cordier
Vice President, Chief Financial Officer and Corporate Secretary
Penford Corporation
7094 South Revere Parkway
Englewood, Colorado 80112-3932
(303) 649-1900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christopher H. Cunningham
Preston Gates & Ellis LLP
925 Fourth Avenue, Suite 2900
Seattle, Washington 98104-1158
(206) 623-7580

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling shareholder named in this prospectus is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investing in our common stock involves a high degree of risk. In addition to the other information in this prospectus and the information incorporated by reference herein, you should carefully consider the risks described below before purchasing our common stock. If any of the following risks occur, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. As a result, the price of our common stock could decline, and you could lose all or part of your investment.

A shortage of availability or fluctuations in the prices of inputs we use to manufacture our products could cause us to incur substantial additional expenses.

Environmental compliance costs and liabilities could have a material adverse effect on our financial condition.

Other companies may claim we infringe their intellectual property or proprietary rights, which could cause us to incur substantial expenses or prevent us from selling our products.

If adequate funds are not available or are not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our products or services, or otherwise respond to competitive pressures would be significantly limited. We currently anticipate that our available cash resources will be sufficient to meet our anticipated working capital and capital expenditure requirements for at least 12 months after the date of this prospectus. We may need to raise additional funds, however, to respond to business contingencies which may include the need to fund additional marketing expenditures, enhance our operating infrastructure, respond to competitive pressures, or acquire complementary businesses or necessary technologies.

If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our shareholders will be reduced, and these newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders, including those acquiring shares in this offering. It is possible that additional financing will not be available on terms favorable to us, or not at all.

Uncertainties presented by the war with Iraq and its aftermath together with any future acts of terrorism could adversely affect our revenue and operating results as a result of order cancellations, business interruption, or our customers’ plans.

The aftermath of the war with Iraq, together with acts of terrorism, such as the attacks that occurred on September 11, 2001, the response by the United States and further acts of violence or war may affect the market on which our common stock trades, the markets in which we operate, our operations and profitability and your investment. Further acts of terrorism against the United States or other countries may occur. The potential near-term and long-term effect of these attacks on our business, the market for our common stock and the global economy is uncertain. The consequences of any acts of terrorism, or any armed conflicts that may result, are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business or the trading price of our common stock.

Future sales of shares of our common stock may cause our stock price to decline.

The selling shareholder holds 650,000 shares, or approximately 8.1% of our outstanding common shares. Upon the effectiveness of this offering, the selling shareholder will be able to sell these shares in the public market. Sales of shares of our common stock, or the perception that these sales could occur, could materially and adversely affect the market price of our common stock and impair our ability to raise capital through the sale of additional equity securities.

Provisions of our Restated Articles of Incorporation and Bylaws, our shareholder rights plan and Washington law could discourage or prevent a potential takeover, even if the transaction would benefit our shareholders.

Our Board of Directors has the authority to issue up to 1,000,000 shares of preferred stock and to determine the price, rights, preferences and privileges of those shares without any further vote or action by our shareholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. While we have no present intention to issue shares of preferred stock, such issuance, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.

Each holder of our common stock also holds a common stock purchase right, or Right. The Rights become exercisable if a purchaser acquires 15% of our common stock or makes an offer to acquire common stock. Exercise of these Rights may deter potential acquiring entities from making an unsolicited bid on our common stock.

In addition, we are subject to the anti-takeover provisions of Chapter 23B.19 of the Washington Business Corporation Act, which prohibits us from engaging in a “business combination” with an “interested shareholder” for a period of three years after the date of the transaction in which the person became an interested shareholder, unless the business combination is approved in a prescribed manner. The application of Chapter 23B.19 could have the effect of delaying or preventing a change of control in the ownership of our company. Our Amended and Restated Articles of Incorporation provide for staggered terms for the members of the Board of Directors. The staggered Board of Directors and certain other provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws may have the effect of delaying or preventing a change of control of the Company, which could adversely affect the market price of our common stock.

Use of Proceeds

We will not receive any of the proceeds from the sale of the shares of our common stock by the selling shareholder. Proceeds from the sale of our common stock to the selling shareholder were used to repay debt.

Selling Shareholder

We issued all of the shares of our common stock offered by this prospectus to the selling shareholder in a private placement transaction on March 14, 2003. We are registering the shares of our common stock offered by this prospectus on behalf of the selling shareholder named in the

table below. The selling shareholder may from time to time offer and sell pursuant to this prospectus any or all of the shares of our common stock being registered.

The following table sets forth information known to us with respect to the beneficial ownership of shares of our common stock as of February 28, 2003 by the selling shareholder. The number of shares in the column “Number of Shares Being Offered” represents all of the shares of our common stock that the selling shareholder may offer under this prospectus. The number of shares in the column “Shares Beneficially Owned After Offering” assumes that the selling shareholder sells all of its shares of our common stock offered by this prospectus. The selling shareholder may sell some, all or none of its shares of our common stock. We do not know how long the selling shareholder will hold the shares of our common stock before selling them, and we currently have no agreements, arrangements or understandings with the selling shareholder regarding the sale of any of the shares of our common stock. The selling shareholder has not had a material relationship with us or any of our predecessors or affiliates in the past three years. The information in the table below is current only as of the date of this prospectus.

In the following table, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the Exchange Act, and this information does not necessarily indicate beneficial ownership for any other purpose. Except as otherwise indicated in the footnote below, we believe that the selling shareholder named in this table has sole voting and investment power over the shares of our common stock indicated. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power. Applicable percentages are based on 8,523,599 shares of our common stock outstanding on June 23, 2003 and after giving effect to the sale of 650,000 shares of our common stock to the selling stockholder in the private placement.

Shares Beneficially

Owned

Prior to Offering

Number of Shares

After Offering

Shares

Name

Number

Percent

Being Offered

Number Percent

T. Rowe Price Small-Cap Value Fund, Inc. ¹

825,000

9.7

650,000

175,000

2.1

¹ T. Rowe Price Associates, Inc., the investment advisor to T. Rowe Price Small-Cap Value Fund, Inc., exercises voting and investment power with respect to the shares of our common stock that T. Rowe Price Small-Cap Value Fund, Inc. are offering in this prospectus.

Plan of Distribution

We have registered the 650,000 shares of our common stock offered in this prospectus on behalf of the selling shareholder. We will pay all expenses of this registration, other than fees and expenses, if any, of counsel or other advisors to the selling shareholder. The selling shareholder is responsible for paying any commissions, discounts, or other brokerage fees incurred in connection with their sale of any of the shares.

The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected at various times in one or more of the following transactions, or in other kinds of transactions:

• in the over-the-counter market;

• in private transactions and transactions otherwise than on these exchanges or systems or in the over-the-counter market;

• by pledge to secure debt and other obligations;

• through the writing of options, whether the options are listed on an options exchange or otherwise;

• in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options; or

• through a combination of any of the above transactions.

The selling shareholder and its successors, including its transferees, pledgees or donees or their successors, may sell the common stock directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling shareholder or the purchasers. These discounts, concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of transactions involved.

Under the terms of the private placement, we have agreed to indemnify the selling shareholder, and each director, officer or controlling person of the selling shareholder within the meaning of Section 15 of the Securities Act of 1933 against all losses, claims, damages, liabilities and expenses (or action in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on (i) any untrue statement or alleged untrue statement of a material fact contained in, or information incorporated by reference into, any registration statement or prospectus (or any amendment or supplement thereto) or any preliminary prospectus prepared in connection with the registration contemplated by the Purchase Agreement, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) any failure by us to fulfill and perform any agreement, covenant or undertaking pursuant to the Purchase Agreement, or (iv) any failure or breach of our representations and warranties as set forth in the Purchase Agreement.

The selling shareholder also may resell all or a portion of the shares in open market transactions in reliance on Rule 144 under the Securities Act of 1933, if they meet the criteria and conform to the requirements of that rule.

The selling shareholder and any broker-dealers or agents that participate with the selling shareholder in the sale of shares may be “underwriters” within the meaning of the Securities Act of 1933. Any commissions received by broker-dealers or agents on the sales and any profit on the resale of shares purchased by broker-dealers or agents may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

Under the rules of the SEC, any person engaged in the distribution of our common stock may not simultaneously buy, bid for or attempt to induce any other person to buy or bid for our common stock in the open market for a period of two business days prior to the beginning of the distribution. The rules and regulations under the Securities Exchange Act of 1934 may also limit the timing of purchases and sales of shares of our common stock by the selling shareholder. We have notified the selling shareholder they should not begin any distribution of common stock unless they have stopped purchasing and bidding for common stock in the open market as provided in applicable securities regulations, including Regulation M promulgated under the Securities Exchange Act of 1934.

We have informed the selling shareholder that the anti-manipulation provisions of Regulation M may apply to the sales of their shares. We have advised the selling shareholder of the requirement for delivery of this prospectus in connection with any sale of the common stock.

Description of our securities

Our articles of incorporation authorize the issuance of 29,000,000 shares of common stock. As of June 23, 2003, 8,523,559 shares of common stock were issued and outstanding. Holders of our common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, and legally available from our assets. During the first quarter of fiscal 2003, we paid dividends of $0.5 million or $0.06 per share. Any future dividends will be paid at the discretion of our board of directors and will depend upon, among other things, earnings, financial condition, cash requirements and availability, and contractual requirements. In addition, upon any liquidation of Penford, holders of our common stock are entitled to a pro rata share of all of our assets available for distribution to shareholders. Each share of our common stock is entitled to one vote on all matters voted on by the shareholders.

Holders of our common stock have no preemptive rights to acquire additional shares or securities convertible into shares of our common stock. In addition, holders of our common stock do not have the right to cumulate votes in the election of directors.

On June 16, 1988, we distributed a dividend of one right, or Right, for each outstanding share of our common stock. The Rights will become exercisable if a purchaser acquires 15% of our common stock or makes an offer to acquire common stock. In the event that a purchaser acquires 15% of our common stock, each Right shall entitle the holder, other than the acquirer, to purchase one share of our common stock for one half of the market price of the common stock. In the event that we are acquired in a merger or transfer 50% or more of our assets or earnings to any one entity, each Right entitles the holder to purchase common stock of the surviving or purchasing company having a market value of twice the exercise price of the Right. The Rights may be redeemed by us at a price of $0.01 per Right and expire in June 2008.

Our articles of incorporation authorize the issuance of 1,000,000 shares of preferred stock. The articles of incorporation authorize the board of directors to establish the price, rights and preferences for any class or classes of preferred stock to be issued as they determine to be in our best interests. As of June 23, 2003, no shares of preferred stock were issued and outstanding.

Incorporation of Certain Documents by Reference

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important business, financial and other information to you in this prospectus by referring you to the publicly filed documents containing this information. The information incorporated by reference is deemed to be a part of this prospectus, except for any information superseded by information contained in this prospectus or filed later by us with the SEC. This prospectus incorporates by reference the documents set forth below that we have previously filed with the SEC, which documents contain important information about Penford and our common stock:

			• our annual report on Form 10-K for the year ended August 31, 2002; File No. 0-11488

			• our quarterly reports on Form 10-Q for the quarters ended November 30, 2002 and February 28, 2003; File No. 0-11488

			• our proxy statement on Schedule 14A for our 2002 Annual Meeting of Shareholders which was held on January 22, 2003; File No. 0-11488 and

			• our current reports on Form 8-K filed on October 21, 2002 and March 20, 2003; File No. 0-11488.

All reports and other documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and prior to the termination of the offering shall be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of filing of such reports and documents. This prospectus also incorporates by reference any documents that we file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus 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 prospectus.

We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of any and all of the documents that have been incorporated by reference in this prospectus, other than the exhibits to such documents unless the exhibits are specifically incorporated by reference but not delivered with this prospectus. Requests should be directed to Steven O. Cordier, Vice President and Chief Financial Officer, Penford Corporation, 7094 South Revere Parkway, Englewood, Colorado 80112-3932.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front page of those documents.

Where You Can Find More Information

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or SEC, and does not contain all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any contract, agreement or other document of Penford, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or the exhibits to the reports or other documents incorporated by reference in this prospectus for a copy of such contract, agreement or other document.

We file annual, quarterly and special reports, proxy statements and other information with the SEC. Our filings, including the registration statement, are available to the public over the internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any documents we file at the SEC’s Public Reference Room in Washington, D.C.located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. In addition, our common stock is listed on the Nasdaq National Market and similar information concerning us can be inspected and copied at the offices of the National Association of Securities Dealers, Inc., 9513 Key West Avenue, Rockville, Maryland 20850.

Special Note Regarding Forward-Looking Statements

This prospectus, including the documents incorporated by reference herein, contains certain “forward-looking statements.” Words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “should,” “estimate,” “predict,” “potential,” “continue,” or the negative of such terms or other similar expressions, identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

Specifically, this prospectus, and the documents incorporated herein by reference, contains forward-looking statements concerning our performance and financial results, including our ability to commercialize new specialty starches and value-added ingredients, maintenance or improvement of market share while developing new products targeted to a broader spectrum of the paper-making industry, maintenance of gross margins, increases resulting from added production capability for food-grade corn starches and diversified product offerings, focused marketing projects designed to increase sales of higher value-added products and improve profitability, expected levels of operating and research and development expenses, the level of anticipated interest rates, the expected level of our effective tax rate, the expectation that we will generate sufficient cash flow from operations to reduce our debt and not need to increase borrowings in the normal course of operations for the next fiscal year except for seasonal borrowings to purchase grain (and that we will have sufficient borrowing capacity and availability on our credit lines to fund those seasonal grain purchases), the ability to use cash

generated from operations to fund the payment of accrued strategic restructuring costs, the anticipated level of capital investment, and the expectation that we will continue to pay a quarterly dividend.

There are a variety of factors that could cause actual events or results to differ materially from those projected in the forward-looking statements, including, without limitation: competition; the possibility of interruption of business activities due to equipment problems, accidents, strikes, weather or other factors; product development risk; changes in corn and other raw material prices; changes in general economic conditions or developments with respect to specific industries or customers affecting demand for our products including unfavorable shifts in product mix; unanticipated costs, expenses or third party claims; the risk that results may be affected by construction delays, cost overruns, technical difficulties, nonperformance by contractors or changes in capital improvement project requirements or specifications; interest rate and energy cost volatility; foreign currency exchange rate fluctuations; or other unforeseen developments in the industries in which we operate. Accordingly, there can be no assurance that future activities or results will be as anticipated.

Forward-looking statements are based on our estimates and opinions on the date the statements are made. We assume no obligation to update any forward-looking statements if circumstances or estimates or opinions should change.

You should rely only on the information included in or incorporated by reference into this prospectus or information we have referred to in this prospectus. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. This prospectus is not an offer to sell, or a solicitation of an offer to buy, in any state where the offer or sale is prohibited. The information in this prospectus is accurate on the date of this prospectus and may become obsolete later. Neither the delivery of this prospectus, nor any sale made under this prospectus, will under any circumstances imply that the information in this prospectus is correct as of any date after the date of this prospectus. References to “Penford,” “we” or “us” refer to Penford Corporation.

The name “Penford” and our logo are trademarks of Penford Corporation. Other trademarks and tradenames appearing in this prospectus are the property of their respective holders.

Legal Matters

The validity of the shares of our common stock offered hereby will be passed upon for us by Preston Gates & Ellis LLP, Seattle, Washington.

Experts

The consolidated financial statements of Penford Corporation appearing in Penford Corporation’s Form 10-K for the year ended August 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth an estimate of the fees and expenses payable by the registrant in connection with the registration of the common stock offered hereby. All of such fees expenses, except for the Registration Fee, are estimated:


Registration Fee—Securities and Exchange Commission		$	660.84
Legal fees and expenses(1)			25,000.00
Accountant’s fees and expenses(1)			15,000.00

	Total	$	40,660.84

(1)

Estimated, pursuant to Item 511 of Regulation S-K.

Item 15. Indemnification of Directors and Officers

Article XIV of the Articles of Incorporation of Penford authorizes Penford to indemnify any present or former director or officer to the fullest extent not prohibited by the WBCA, public policy or other applicable law. Chapter 23B.08.510 and .570 of the WBCA authorizes a corporation to indemnify its directors, officers, employees, or agents in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including provisions permitting advances for expenses incurred) arising under the 1933 Act.

The directors and officers of Penford are entitled to indemnification by the selling shareholder against any cause of action, loss, claim, damage, or liability to the extent it arises out of or is based upon the failure of the selling shareholder (or its donees, legatees, or pledgees) and each underwriter to comply with the Prospectus delivery requirements under the federal securities laws or any applicable state securities laws or upon any untrue statement or alleged untrue statement or omission or alleged omission made in this Registration Statement and the Prospectus contained herein, as the same shall be amended or supplemented, made in reliance upon or in conformity with written information furnished to Penford by such Selling Shareholder or such underwriter.

In addition, Penford maintains directors’ and officers’ liability insurance under which Penford’s directors and officers are insured against loss (as defined in the policy) as a result of claims brought against them for their wrongful acts in such capacities.

II-1

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits


Exhibit		Exhibit Page
Number	Description	Number
4.1	Purchase Agreement by and among Penford Corporation and the Purchasers as defined therein (See Exhibit 10.1)	N/A
5.1	Opinion of Preston Gates & Ellis LLP	E-1
10.1	Purchase Agreement by and among Penford Corporation and the Purchasers as defined therein (1)	N/A
23.1	Consent of Preston Gates & Ellis LLP (included as part of Exhibit 5.1 hereto)	N/A
23.2	Consent of Independent Auditors	E-2
24.1	Power of Attorney (included on signature page of the Registration Statement hereto)	N/A

(1)

Previously filed as an exhibit to the registrant’s current report on Form 8-K filed on March 20, 2003, and incorporated herein by reference.

(b) Financial Statement Schedules:

None.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

1. 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.

2. 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.

3. That, for purposes of determining any liability under the Securities Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.

II-2

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 SEC 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 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.

II-3

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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Englewood, State of Colorado, on June 24, 2003.


				PENFORD CORPORATION
		By:		/s/ Thomas D. Malkoski

				Thomas D. Malkoski
				Chief Executive Officer and Director

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

/s/ Thomas D. Malkoski	President and Chief Executive Officer and Director (Principal Executive Officer)	June 24, 2003
Thomas D. Malkoski

* Steven O. Cordier	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	—

* Paul H. Hatfield	Chairman of the Board of Directors	—

II-4


Signature	Title	Date


* Jeffrey T. Cook	Director	—

* Richard T. Crowder	Director	—

* William E. Buchholz	Director	—

* John C. Hunter, III	Director	—

* Sally G. Narodick	Director	—

* James E. Warjone	Director	—


\s\ Thomas D. Malkoski	June 24, 2003

* By Thomas D. Malkoski,
pursuant to a power of attorney dated April 14, 2003

EXHIBIT INDEX


Exhibit		Exhibit Page
Number	Description	Number

4.1	Purchase Agreement by and among Penford Corporation and the Purchasers as defined therein (See Exhibit 10.1)	N/A
5.1	Opinion of Preston Gates & Ellis LLP	E-1
10.1	Purchase Agreement by and among Penford Corporation and the Purchaser as defined therein (1)	N/A
23.1	Consent of Preston Gates & Ellis LLP (included as part of Exhibit 5.1 hereto) Consent of Independent Auditors	N/A
23.1	Power of Attorney (included on signature	E-2
24.1	page of the Registration Statement hereto)	N/A

II-5 EX-5.1 3 v91101a1exv5w1.txt EXHIBIT 5.1 Exhibit 5.1 [LETTERHEAD OF PRESTON GATES & ELLIS LLP] OPINION OF PRESTON GATES & ELLIS LLP June 25, 2003 Penford Corporation 7094 South Revere Parkway Englewood, Colorado 80112-3932 Re: Registration Statement on Form S-3 Ladies and Gentlemen: In connection with the registration of 650,000 shares of common stock, par value $1.00 per share (the "Common Shares") of Penford Corporation (the "Company") with the Securities and Exchange Commission on a Registration Statement on Form S-3, SEC 1933 Act No. 333-104509 (the "Registration Statement"), relating to the sales, if any, of the Common Shares by the selling shareholder, we have examined such documents, records and matters of law as we have considered relevant. Based upon such examination and upon our familiarity as counsel for the Company with its general affairs, it is our opinion that: The Common Shares being registered are legally issued, fully paid, and nonassessable under the Washington Business Corporation Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, PRESTON GATES & ELLIS LLP By /s/ Christopher H. Cunningham ----------------------------- Christopher H. Cunningham E-1 EX-23.2 4 v91101a1exv23w2.txt EXHIBIT 23.2 Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement Form S-3 and related Prospectus of Penford Corporation for the registration of 650,000 shares of its common stock and to the incorporation by reference therein of our report dated October 7, 2002, except as to Note D as to which the date is November 26, 2002, with respect to the consolidated financial statements of Penford Corporation included in its Form 10-K for the year ended August 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Denver, Colorado June 24, 2003 E-2 GRAPHIC 5 v91101a1v91101001.gif GRAPHIC begin 644 v91101a1v91101001.gif M1TE&.#EAU0`T`+,``']_?P```/___P`````````````````````````````` M`````````````````````"P`````U0`T```$_E#(2:N]..O-N_]@*(YD:9YH MJJYLZ[YP+,]T;=]XKN]\[__`H'!(+!J/R*1RR6PZG]"H=,H"4*_8BC5+`7BW M)>M7[-4``N.``*PML[_JRWG]76>\@3Q;BUZC]Q9G@G5,5GF'AW,GB(B`?HR) M&)`2:'J2D):!D(I\F'$6GIE'F&*;(V>A?5VIEX@3D9J>L:2?%*&.J)Z./:5Y M76"&N78?N;J=B8<9I@*PQWJBMI&NH*Z,@,64S4+"'(;0'8T2N8#AW9/,R;.U M%XROZ:N^WM^/G^U$Z6IX^7]T^B'VXYRM:S5MFK-=]%1AJ]!.GZIHZ18.P4GM*^M'0 MZ!DJ7.7D`$0W,)Q.A@5#^JCF,!6<01YZ'B5Y"\.X9$I16FMC,&O,H"+KO7.9 M3YRU/ENS?4CUD*I,F\\PR?EZTRS+@&'!0GR9U@.HL\,L=?2I3YGO/#B6>UMGDQ*TMT%7+".CGQTE/7=&7=K#LNZ_E: M,:T_#LC,<42L6*]6A$UACK7;&W1"XL9UR/XSJ6FFVQJ?Z:Y\K&-RHM=KOW2H M[G1W[S\L!:--5PPZPL,-SYXN#_94]8^-1U+YO26/;^7?#\:]6SWJ.])L_A86 M..)YU8A^S(R#X`[B#4)+2%N8]I&$2!TV2X3V'!1=81-VI(Z`2VT71W/\B$/2 M91M2N%=?QYB485@U(=??0B]F5F.(]6BG(DKH$?,''F7,M8YX5IGG@6IS#9,@ M%GSI>%-.(\;(Q90L-.G<)U!2(B657*)P4R4-`>A1EV2F<-F5&PA2YIHN/"=7 M%[]LR>:'+V))`[27$H2>#!4"F<;0'YQGYYLE%)9U1=BF*F@6')*:M/Q%0: MH%4$%1-C;?5U$HMXT;:?K9(2Q45Y-?S$R55!JO[UFAIN0OLE=XR9]`@PF9Y:+VF3X)99@3:5F-)%)6M*8WJ+@S:0I13O6@=G(XUA\=;&Z M7!_.OAFO"\(H%,^Z -----END PRIVACY-ENHANCED MESSAGE-----

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Washington (State or other jurisdiction of incorporation or organization)		2040 (Primary Standard Industrial Classification Code Number)		91-1221360 (I.R.S. Employer Identification No.)


Our Business
Risk Factors
Selling Shareholder
Plan of Distribution
Description of our securities
Incorporation of Certain Documents by Reference
Where You Can Find More Information
Special Note Regarding Forward-Looking Statements
Legal Matters
Experts
PART II
	Item 14. Other Expenses of Issuance and Distribution
	Item 15. Indemnification of Directors and Officers
Item 16. Exhibits and Financial Statement Schedules
	Item 17. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 23.2

	•		in the over-the-counter market;

	•		in private transactions and transactions otherwise than on these exchanges or systems or in the over-the-counter market;

	•		by pledge to secure debt and other obligations;

	•		through the writing of options, whether the options are listed on an options exchange or otherwise;

	•		in connection with the writing of non-traded and exchange-traded call options, in hedge transactions and in settlement of other transactions in standardized or over-the-counter options; or

	•		through a combination of any of the above transactions.