-----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, BtVlqs4FrYgZkZysXRISYyaH25HXgaOzcXnOY0FTakaGxjyP8c3gZSMr46LXrNya jE8HdLljYdAGWVjIGzXlCQ== 0000938348-96-000013.txt : 19960603 0000938348-96-000013.hdr.sgml : 19960603 ACCESSION NUMBER: 0000938348-96-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960531 EFFECTIVENESS DATE: 19960619 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOODBRANDS AMERICA INC CENTRAL INDEX KEY: 0000938348 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132535513 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04915 FILM NUMBER: 96575558 BUSINESS ADDRESS: STREET 1: 1601 NORTHWEST EXPRESSWAY STREET 2: STE 1700 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118-0437 BUSINESS PHONE: 4058794100 MAIL ADDRESS: STREET 1: 2601 NW EXPRESSWAY STREET 2: SUITE 1000W CITY: OKLAHOMA CITY STATE: OK ZIP: 73112 FORMER COMPANY: FORMER CONFORMED NAME: NEW DOSKOCIL INC DATE OF NAME CHANGE: 19950217 S-8 1 As filed with the Securities and Registration No. _____ Exchange Commission on May 31, 1996 FORM S-8 Registration Statement under the Securities Act of 1933 FOODBRANDS AMERICA, INC. (Exact name of registrant as specified in its charter) Delaware 13-2535513 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1601 N.W. Expressway, Suite 1700 Oklahoma City, Oklahoma 73118 (Address of Principal Executive Office) (Zip Code) FOODBRANDS AMERICA, INC. 1995 DIRECTOR OPTION AGREEMENT (Full title of the plan) Copies to: Mr. Bryant P. Bynum W. Chris Coleman, Esq. Foodbrands America, Inc. McAfee & Taft 1601 N.W. Expressway, Suite 1700 A Professional Corporation Oklahoma City, Oklahoma 73118 Tenth Floor (Name and address of agent Two Leadership Square for service) Oklahoma City, Oklahoma 73102 405/879-4100 (Telephone number, including area code, of agent for service) Calculation of Registration Fee - ------------------------------------------------------------------ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registra- registered registered* per unit**price** tion fee** - ------------------------------------------------------------------ Common Stock, 25,000 $15.9375 $398,437 $137.39 $.01 par value - ------------------------------------------------------------------ * In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares which by reason of certain events specified in the Foodbrands America, Inc. 1995 Director Option Agreement (the "Plan") may become subject to the Plan. ** Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of Foodbrands America, Inc. common stock as reported by the New York Stock Exchange on May 29, 1996. PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The registrant incorporates herein by reference the fol- lowing documents filed with the Securities and Exchange Commission (the "Commission"): (a) The registrant's Annual Report on Form 10-K for the fiscal year ended December 30, 1995 filed with the Commission on February 26, 1996, and as amended on Form 10-K/A on February 29, 1996 and May 10, 1996. (b) The registrant's Quarterly Report on Form 10-Q for the period ended March 30, 1996 filed with the Commission on April 29, 1996. (c) The registrant's Current Report on Form 8-K filed with the Commission on April 25, 1996, and Amendments One, Two and Three on Form 8-K/A (filed on February 26 and 29, and April 25, 1996) to registrant's Current Report on Form 8-K dated December 11, 1995. (d) The description of the Common Stock set forth in the registrant's Registration Statement on Form 8-A filed with the Commission on January 22, 1996. All reports hereafter filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all of the shares of the registrant's Common Stock covered by this registration statement have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law, under which act the registrant is incorporated, authorizes the indemnification of officers and directors in certain circumstances. Article Ninth and Tenth of the registrant's Certificate of Incorporation, as well as Article 8 of the registrant's Bylaws, provide indemnification of directors, officers and agents to the extent permitted by Delaware General Corporation Law. These provisions may be sufficiently broad to indemnify such persons for liabilities under the Securities Act of 1933. In addition, Article Tenth of the registrant's Certificate of Incorporation permits the exculpation of a director for mone- tary damages for breach of fiduciary duty as a director. In addition, the registrant maintains insurance policies which insure its officers and directors against certain liabilities. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 4.1 Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to Registration Statement on Form 8-B filed by the regis- trant on May 17, 1995). 4.2 Amended and Restated Bylaws of registrant (incorporated by reference to Exhibit 3.2 to Registration Statement on Form 8-B filed by the registrant on May 17, 1995). 4.3 Specimen certificate for Foodbrands America, Inc. Common Stock, par value $.01 per share (incorporated by refer- ence to Exhibit 4.1 to Registration Statement on Form 8- B filed by registrant on May 17, 1995). 5 Opinion of McAfee & Taft A Professional Corporation. 15 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial information. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Deloitte & Touche LLP 23.4 Consent of McAfee & Taft A Professional Corporation (contained in Exhibit 5). 99 Form of 1995 Director Option Agreement. Item 9. Undertakings. 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 state- ment (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 high or low 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 registra- tion statement; (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 (1)(i) and (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 purposes of determining any liability under the Securities Act of 1933, each such post-effective amend- ment 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. (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. 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 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. 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 fore- going 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 Act and is, therefor, 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 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 require- ments 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 Oklahoma City, State of Oklahoma on May 30, 1996. FOODBRANDS AMERICA, INC. By /s/ R. Randolph Devening R. Randolph Devening, Chairman of the Board, President and Chief Executive 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 /s/ R. Randolph Devening Chairman of the Board, May 30, 1996 R. Randolph Devening President, Chief Executive Officer and Director (Principal Executive Officer) /s/ Horst O. Sieben Senior Vice President and May 30, 1996 Horst O. Sieben Chief Financial Officer (Principal Financial Officer) /s/ William L. Brady Vice President and May 30, 1996 William L. Brady Controller (Principal Accounting Officer) /s/ Theodore Ammon Director May 28, 1996 Theodore Ammon /s/ Dort A. Cameron III Director May 30, 1996 Dort A. Cameron III /s/ Richard T. Berg Director May 30, 1996 Richard T. Berg /s/ Terry M. Grimm Director May 30, 1996 Terry M. Grimm ________________ Director __________, 1996 Paul S. Levy /s/ Angus C. Littlejohn, Jr. Director May 30, 1996 Angus C. Littlejohn, Jr. /s/ Paul W. Marshall Director May 30, 1996 Paul W. Marshall /s/ Peter A. Joseph Director May 30, 1996 Peter A. Joseph INDEX TO EXHIBITS Exhibit No. Page 5 - Opinion of McAfee & Taft A Professional Corporation 15 - Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial information. 23.1 - Consent of Coopers & Lybrand L.L.P. 23.2 - Consent of Arthur Andersen LLP 23.3 - Consent of Deloitte & Touche LLP 99 - Form of 1995 Director Option Agreement EX-5 2 Exhibit 5 May 28, 1996 R. Randolph Devening Chairman of the Board, President and Chief Executive Officer Foodbrands America, Inc. 1601 N.W. Expressway, Suite 1700 Oklahoma City, OK 73118 Re: Shares of Foodbrands America, Inc. Common Stock, Par Value $.01, to be issued pursuant to the Foodbrands America, Inc. 1995 Director Option Agreement (the "Plan") Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission in connection with the Plan, which Registration Statement covers the offer and sale of up to 25,000 shares of common stock, par value $.01 per share, of Foodbrands America, Inc. (the "Corporation"). We also examined your minute books and other corporate records, and made such other investigation as we deemed necessary in order to render the opinions expressed herein. Based on the foregoing, we are of the opinion that the shares to be purchased pursuant to the Plan, when issued in accordance with the Plan, will be legally issued, fully paid and nonassessable in accordance with the Delaware General Corporation Law. Consent is hereby given for the inclusion of this opinion as part of the Registration Statement. Very truly yours, McAfee & Taft A Professional Corporation EX-15 3 Exhibit 15 May 28, 1996 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 10549 Re: Foodbrands America, Inc. Registration Statement on Form S-8 (1995 Director Option Agreement) Gentlemen: We are aware that our report dated April 29, 1996 on our review of interim financial information of Foodbrands America, Inc. for the periods ended March 30, 1996 and April 1, 1995, and included in the Company's quarterly report on Form 10-Q for the quarter ended March 30, 1996 is incorporated by reference in this registration statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the Registration Statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. COOPERS & LYBRAND L.L.P. EX-23.1 4 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 (File No. __________) of our report, which includes an explanatory paragraph relating to the Company's adoption of new methods of accounting for income taxes and postretirement benefits other than pensions, dated February 12, 1996, except as to the information presented in Note 13 for which the date is May 9, 1996, on our audits of the consolidated financial statements and our report dated February 12, 1996, on our audit of the related financial statement schedule of Foodbrands America, Inc. as of December 30, 1995 and December 31, 1994, and for the years ended December 30, 1995, December 31, 1994 and January 1, 1994. We also consent to the incorporation by reference in this registration statement of our report dated September 23, 1994, on our audits of the financial statements of TNT Crust, Inc. as of August 31, 1994 and 1993, and for the years then ended, which report is included in Foodbrands America, Inc.'s Amendments One, Two and Three on Form 8-K/A (filed on February 26 and 29, and April 25, 1996, respectively) to the Current Report on Form 8-K dated December 11, 1995, which Form 8-K/A is incorporated by reference in this registration statement. COOPERS & LYBRAND L.L.P. Oklahoma City, Oklahoma May 28, 1996 EX-23.2 5 Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS As independent public accountants, we consent to the incorporation by reference in this Form S-8 registration statement of Foodbrands America, Inc. of our report dated September 22, 1995, on our audit of the financial statements of TNT Crust, Inc. as of August 31, 1995, and for the year then ended, which report is included in Foodbrands America, Inc.'s Amendments One, Two and Three on Form 8-K/A (filed on February 26 and 29, and April 25, 1996, respectively) to the Current Report on Form 8-K dated December 11, 1995. ARTHUR ANDERSEN LLP Milwaukee, Wisconsin May 28, 1996 EX-23.3 6 Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Foodbrands America, Inc. on Form S-8 (File No. ) of our report dated January 6, 1996, on our audits of the financial statements of KPR Holdings, L.P. as of December 10, 1995 and Decemebr 31, 1994, and for the period ended December 10, 1995 and the fiscal years ended December 31, 1994 and January 1, 1994, which report is included in Foodbrands America, Inc.'s Form 8-K, as amended through April 25, 1996. DELOITTE & TOUCHE LLP Fort Worth, Texas May 28, 1996 EX-99 7 Exhibit 99 NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT, dated April 27, 1995, is made by and between Foodbrands America, Inc., a Delaware corporation (the "Corporation") and __________________ (the "Optionee"). WHEREAS, on April 27, 1995, the Board of Directors of the Corporation (the "Board") authorized grants of options to the members of the Board of Directors as additional compensation; and WHEREAS, the Board considers the Optionee to be eligible to receive this grant, and has determined that it would be in the best interests of the Corporation to grant the Option documented herein; and WHEREAS, the Optionee desires to accept such Option, subject to the terms and conditions hereinafter set forth. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Grant of Option. The Corporation hereby grants to the Optionee, subject to the terms and conditions of this Agreement, the right and option to purchase from the Corporation all or any part of an aggregate of Five thousand, (5,000) shares of the Common Stock (the "Shares"), at an exercise price of $7.875 per share (the "Exercise Price"). This option (the "Option") is not intended to be and will not be treated as an incentive stock option within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended. 2. Option Expiration Date. Unless otherwise provided in this Agreement, the Option, to the extent it has not been previously exercised, shall expire as of 11:59 p.m. on April 26, 2005 (the "Option Expiration Date"). 3. Option Vesting and Exercise Limitations. 100% of the option shares shall vest on the date of the grant, April 27, 1995. 4. Option Exercise Procedure. Subject to the limitations set forth in Section 3 hereof, the Option may be exercised in whole or in installments, and shall be exercised by the timely delivery to the Corporation, in the manner described in Section 15 hereof, of a written Notice of Election to Exercise Option in substantially the form attached hereto as Exhibit "A". The Notice of Election to Exercise Option shall be accompanied by payment of the Exercise Price for the shares of Common Stock with respect to which the Option is being exercised, together with payment of any necessary withholding taxes. 5. Payment of the Exercise Price. The Exercise Price shall be paid (a) in cash, or by check, bank draft or money order payable to the order of the Corporation; (b) in shares of previously acquired Common Stock (excluding non-vested shares of Restricted Stock) duly endorsed and free of any liens and encumbrances; (c) in any combination of the foregoing; or (d) with such other consideration as the Compensation Committee of the Board (the "Committee") may at such time deem appropriate. Common Stock used to pay the Exercise Price shall be valued at its Fair Market Value as of the date of such exercise. In addition to the foregoing, and subject to the discretion of the Committee, the Option may be exercised by a broker Dealer acting on behalf of the Optionee if (A) the broker-dealer has received from the Optionee or the Corporation a fully-and duly- endorsed agreement evidencing such Option and instructions signed by the Optionee requesting the Corporation to deliver the shares of Common Stock subject to the Option to the broker dealer on behalf of the Optionee and specifying the account into which such shares should be deposited, (B) adequate provision has been made with respect to the payment of any withholding taxes due upon such exercise, and (C) the broker dealer and the Optionee have otherwise complied with Section 220.3(e) (4) of Regulation T, 12 CFR, Part 220 and any successor rules and regulations applicable to such exercise ("Cashless Exercise"); provided, however, that the Optionee may not elect to utilize a Cashless Exercise within six (6) months following the date the Option is granted, (unless death or disability occurs prior to the expiration of such six-month period), and any such election must be made during any period beginning on the third business day following the date of release of a summary statement of the Corporation's quarterly or annual sales and earnings and ending on the twelfth business day following such date (the "Window Period"), or otherwise in accordance with the Corporation's Insider Trading Policy. 6. Restrictions on Transfer. The Option shall not be subject in any manner to alienation, anticipation, sale, transfer, assignment, pledge, or encumbrance, except for transfer by will or the laws of descent and distribution. Any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the Option, or to subject the Option to execution, attachment or similar process, contrary to the provisions hereof, shall be void and ineffective, shall give no right to any purported transferee, and may, at the discretion of the Committee, result in forfeiture of the Option. 7. Other Option Conditions. (a) If the Optionee ceases to be a member of the Board of the Corporation prior to the Option Expiration Date for any reason other than (i) the death of the Optionee, or (ii) on account of any act of fraud, intentional misrepresentation, embezzlement, misappropriation, or conversion of assets or opportunities of the Corporation or any of its Subsidiaries, then the Option may be exercised, to the extent the Optionee was able to do so as of the date of such termination of membership on such Board of Directors, within a period ending on the earlier to occur of (A) the date which is three months following such termination of membership on the Board of Directors of the Corporation, or (B) the Option Expiration Date. (b) If the Optionee dies before the Option Expiration Date and is a member of the Board of Directors of the Corporation at the time of death, or if an Optionee dies within a period of three months following the termination of his membership on such Board of Directors (but before the Option Expiration Date), the Option may be exercised, to the extent the Optionee was entitled to exercise the Option as of the date of his or her death, within a period ending on the earlier to occur of (A) the date which is one year following the date of death, or (B) the Option Expiration Date. Under such circumstances, the Option may be exercised by the Beneficiary named by the Optionee in a valid Beneficiary designation filed with the Committee, as more fully described in Section 12 hereof, and if no such Beneficiary designation has been filed with the Committee at such time, or if no such designated Beneficiary has survived the ptionee, then the Option may be exercised by the executor or administrator of the estate of the Optionee, or by the person or persons who shall have aquired the Option directly from the Optionee by bequest or inheritance. (c) Notwithstanding anything to the contrary set forth in subsection (a) of this Section 7, if the membership of the Optionee on the Board of Directors is terminated prior to the Option Expiration Date on account of fraud, intentional misrepresentation, embezzlement, misappropriation, or conversion of assets or opportunities of the Corporation or any of its Subsidiaries, then the Option, to the extent it has not been previously exercised, shall automatically and immediately expire as of the date of such termination of such membership, regardless of the extent to which it would have been otherwise exercisable at such time. 8. Government Regulations. Registration and Listing of Stock. This Agreement, the grant and exercise of the Option, and the Corporation's obligation to sell and deliver Common Stock pursuant to the exercise of the Option, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals which may be required by regulatory or governmental agencies. 9. Withholding Taxes. The Corporation's obligation to deliver shares of Common Stock upon the exercise of the Option shall be subject to the Optionee's satisfaction of all applicable federal, state and local withholding tax requirements arising out of the exercise of the Option. In that regard, the Committee may allow the Optionee to pay the amount of taxes required by law to be withheld as a result of the exercise of the Option (a) by withholding from the amount of Common Stock due upon exercise of the Option, or (b) by allowing the Optionee to deliver to the Corporation, shares of Common Stock having a fair market value (which shall be computed at the closing price of such shares as quoted in the Wall Street Journal or a similar publication selected by the Committee), on the date prior to the date of payment, equal to the amount of such required withholding taxes; provided, however, that if the Optionee is deemed by the Corporation to be an insider, an election under (a) may not be made within six months of the date the Option is granted (unless death or disability of the Optionee occurs prior to the expiration of such six-month period), and must be made either six months prior to the date of payment or during the Window Period. To the extent the Optionee fails to satisfy the above withholding obligation, the Corporation shall, to the extent permitted by law, have the right to deduct from any payments of any kind otherwise due to the Optionee, any such withholding taxes. 10. No Shareholder Rights. The Optionee shall have no rights as a shareholder with respect to any shares of Common Stock subject to this Option prior to the date of issuance to him of a certificate for such shares. 11. No Other Rights Created. This Agreement shall not constitute an employment agreement and shall not confer upon the Optionee any right to remain on the Board of the Corporation. The Optionee shall remain subject to termination of his membership on the Board to the same extent as though this Agreement did not exist. 12. Beneficiaries. The Optionee may file with the Committee a written designation of one or more persons as the beneficiary (the "Beneficiary") who, in the event of the Optionee's death, shall be entitled to receive any Options or shares of Common Stock which may be distributable upon the exercise of any Option granted hereunder. The Optionee may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Optionee's death, and in no event shall be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of the Optionee's death, or if no designated Beneficiary survives the Optionee, or such designation conflicts with law, the delivery of such Option or shares of Common Stock, shall be made to the Optionee's estate. If the Committee is in doubt as to the right of any person to receive such Option or such Common Stock, the Committee may retain such Option or such Common Stock, without liability or any interest thereon, until the rights therein are determined, or the Committee may deliver such Option or shares of Common Stock into any court of appropriate jurisdiction, and such delivery shall be a complete discharge of the liability of the Corporation and the Committee therefor. 13. No Shareholder Approval. The Options granted under this Agreement have not been submitted to nor approved by the shareholders of the Corporation and consequently are subject to the applicable restrictions on trading under Rule 16(b) of the Securities Exchange Act of 1934. 14. Binding Effect. The Optionee hereby acknowledges receipt of a copy of this Option Agreement and agrees to be bound by all of the terms and provisions thereof. 15. Notices. Any notice hereunder to the Corporation shall be addressed to it at Foodbrands America, Inc., Compensation Committee, 2601 N.W. Expressway, Suite 1000, Oklahoma City, Oklahoma 73112. Any notice hereunder to the Optionee shall be addressed to him at the address last provided by the Optionee to the Corporation, subject to the right of either party at any time hereafter to designate at any time hereafter in writing a different address. 16. Amendment. Any amendment of this Agreement shall require a written agreement executed by both parties. 17. Miscellaneous. This Agreement contains a complete statement of all the arrangements between the parties with respect to its subject matter. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Oklahoma applicable to agreements made and to be performed exclusively in the State of Oklahoma. The headings in this Agreement are solely for convenience of reference and shall not affect its meaning or interpretation. IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly authorized officer and the Optionee has executed this Agreement as of the day and tear first above written. FOODBRANDS AMERICA, INC. By:_____________________________ Optionee _____________________________ -----END PRIVACY-ENHANCED MESSAGE-----