-----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, OBKRTaWcHjnfQGvpvnCIrdxoQ7QJ5cP2uL0BLyBQbE1hDW9CEoW/rKa6FNk9lmds E9bJTV27m8NZfusj4U35wg== 0001029506-02-000021.txt : 20020627 0001029506-02-000021.hdr.sgml : 20020627 20020627145115 ACCESSION NUMBER: 0001029506-02-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020627 EFFECTIVENESS DATE: 20020627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-91328 FILM NUMBER: 02688926 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 S-8 1 doc1.txt As filed with the Securities and Exchange Commission on June 27, 2002 Registration No. -------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 __________ Form S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 __________ RALCORP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Missouri 43-1766315 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 800 Market Street, Suite 2900, St. Louis, Missouri 63101 (Address of principal executive offices) (Zip Code) RALCORP HOLDINGS, INC. 2002 INCENTIVE STOCK PLAN AND DEFERRED COMPENSATION PLAN FOR KEY EMPLOYEES (Full title of the plan) -------------------------- R. W. Lockwood, Esq., Secretary RALCORP HOLDINGS, INC. 800 Market Street Suite 2900 St. Louis, Missouri 63101 (Name and address of agent for service) Telephone number of agent for service: 314-877-7000 ---------- Approximate date of proposed commencement of sales pursuant to the Plan: June 27, 2002 ---------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Title of Amount maximum Proposed securities to be offering maximum Amount of being Registered price per aggregate registration registered(a) (b)(c) share(d) offering fee - ------------------------------------------------------------------------------- Ralcorp Holdings, Inc. 2,135,136 $28.34 $60,509,754 $5,566 Common Stock $.01 shares Par value and Common Stock Purchase Rights Deferred Compensation $7,000,000 N/A $7,000,000 $644 Obligations (e) Total $6,210 Registration Fee Notes: (a) Common Stock Purchase Rights are attached to and trade with the Common Stock, $.01 par value. The value of Common Stock Purchase Rights, if any, is reflected in such Market Price of the Common Stock. (b) Plus such indeterminate number of shares of Common Stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits, similar transactions in accordance with Rule 416 under the Securities Act of 1933. (c) 635,136 shares previously registered on the Registrant's Form S-8 Registration Statement Number 333-20879 remain unreserved for awards under the Registrant's Incentive Stock Plan. The shares registered under this Registration Statement represent 1,500,000 shares authorized for registration upon approval of the Registrant's 2002 Incentive Stock Plan plus the 635,136 shares remaining unreserved under the Registrant's prior Incentive Stock Plan. Immediately upon the effectiveness of this Registration Statement, the 635,136 shares of Common Stock previously registered on Registration Statement No. 333-20879 will be deregistered. (d) The proposed maximum offering price has been estimated solely for purposes of computing the Registration Fee pursuant to Rule 457(c) and (h)(i). The price used represents the average of the high and low transaction prices of the Registrant's Common Stock per share as reported on the New York Stock Exchange on June 26, 2002. (e) Deferred Compensation Obligations are unsecured obligations of the Registrant to pay compensation based on Common Stock equivalents. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed with the United States Securities and Exchange Commission by Ralcorp Holdings, Inc. (the "Company") (File No. 1-12619) are incorporated herein by reference and made a part hereof: (a) Our Annual Report on Form 10-K for the Fiscal Year ended September 30, 2001; (b) Our Quarterly Reports on Form 10-Q for the Fiscal Quarters ended December 31, 2001 and March 31, 2002; (c) Our current reports on Form 8-K filed on October 17, 2001, November 1, 2001, January 3, 2002, January 30, 2002, January 31, 2002, January 31, 2002 and May 1, 2002; and (d) The description of the Company's Common Stock and associated Common Stock Purchase Rights contained in our 1934 Act Registration Statement on Form 10 as amended on February 3, 1997. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. The summarized financial statements of Vail Resorts, Inc. in this Registration Statement through incorporation by reference have been audited by Arthur Andersen LLP, independent public accountants, and are included herein in reliance upon the authority of said firm as experts in the field of public accounting. Arthur Andersen LLP has not consented to the inclusion of the summarized financial statements in this Registration Statement, and we have dispensed with the requirement to file their consent in reliance upon Rule 437a of the Securities Act. Because Arthur Andersen LLP has not consented to the inclusion of the summarized financial statements in this Registration Statement, persons acquiring the Company's Common Stock under this Registration Statement will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein or necessary to make the statement therein not misleading. Item 4. Description of Securities This Registration Statement also registers Deferred Compensation Obligations which are to be offered to certain eligible employees under the Deferred Compensation Plan for Key Employees. The Plan permits participants to defer cash incentive compensation into a deferred cash account. Participants must allocate amounts in their deferred cash accounts among various investment alternatives, which may include an account whose return approximates the return on the Company's Common Stock. Investments in accounts reflecting the return of the Company's Common Stock can be distributed in shares of Common Stock registered under this Registration Statement. The value of each deferred cash account balance is adjusted to reflect the investment experience of the selected funds. Amounts credited to the deferred cash accounts are payable to the participant on a date the participant selects at the time of the deferral but must be made or commenced by the time the participant reaches age 70. Distributions may be made in a lump sum simply or in installments and may be accelerated if the participant terminates employment with the Company. Under limited circumstances and subject to certain penalties, participants may accelerate or postpone distribution out of deferred cash stock accounts or select an alternate form of distribution. Rights in the Deferred Compensation Plan, including the right to receive distributions under the Plan, cannot be alienated, sold, assigned, pledged or encumbered except by a designation of beneficiary under the Plan or to the personal representative, executor or administrator of the Participant's estate. Item 5. Interests of Named Experts and Counsel The validity of the issuance of the securities being registered has been passed upon for the Company by R. W. Lockwood, Vice President, General Counsel and Secretary for the Company. Mr. Lockwood is paid a salary and bonus by the Company and participates in various employee benefit plans offered to employees generally as well as in plans offered to a limited number of key employees. Mr. Lockwood owns shares of the Company's Common Stock and has options to purchase shares of Common Stock. Mr. Lockwood will be eligible to participate in the Plan. Item 6. Indemnification of Directors and Officers The Company is a Missouri corporation. Under the Missouri indemnification statute and the Company's Restated Articles of Incorporation, Ralcorp must indemnify any person who is or was a director or officer of the Company, or as a director or officer of the Company is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any and all expenses, including attorneys' fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with any civil, criminal, administrative or investigative action, proceeding or claim (including an action by or in the right of the Company), by reason of the fact that he is or was serving in such capacity, provided that such person's conduct is not finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct. (Section 351.355 of the Missouri General and Business Corporation Law) The foregoing represents a summary of the general effect of Missouri law and the Company's Restated Articles of Incorporation for purposes of general description only. Additional information regarding indemnification of directors and officers can be found in the Missouri statutes, the Company's Restated Articles of Incorporation and its pertinent insurance contracts. The Company has directors' and officers' insurance which protects each director or officer from liability for actions taken in their capacity as directors or officers. This insurance may provide broader coverage for such individuals than may be required by the provisions of the Company's Restated Articles of Incorporation. The Company has entered into indemnification contracts with the Company's directors and officers whereby the Company would agree to indemnify them in substantively the same manner as provided in the Company's Restated Articles of Incorporation and to advance expenses of matters covered by the indemnification contracts. Item 7. Exhibits Reference is made to the Exhibit Index. Item 8. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. 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; (iii) to include any material information with respect to the plan of distribution of Company Common Stock not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-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 post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be required with respect to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto Duly authorized, in the City of St. Louis, Missouri, as of the 27th day of June 2002. RALCORP HOLDINGS, INC. By: /s/ J. R. Micheletto ------------------------- J. R. Micheletto Chief Executive Officer and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Robert W. Lockwood and William E. Taylor, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and 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 that all said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities described as of June 27, 2002. Signature Title - --------- ----- /s/ William P. Stiritz Chairman of the Board - ---------------------- William P. Stiritz /s/ David R. Banks Director - ---------------------- David R. Banks /s/ Jack W. Goodall Director - ---------------------- Jack W. Goodall /s/ M. Darrell Ingram Director - ---------------------- M. Darrell Ingram /s/ David W. Kemper Director - ---------------------- David W. Kemper /s/ Richard A. Liddy Director - ---------------------- Richard A. Liddy /s/ Joe R. Micheletto Chief Executive Officer, - ---------------------- President and Director Joe R. Micheletto (Principal Executive and Financial Officer) /s/ Thomas G. Granneman Vice President and Controller - ----------------------- (Principal Accounting Officer) Thomas G. Granneman EXHIBIT INDEX *(4.1) Restated Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Company's Form 10 Registration Statement dated December 27, 1996). *(4.2) Bylaws of the Company (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the period ending December 31, 2001). (4.3) Ralcorp Holdings, Inc. 2002 Incentive Stock Plan. *(4.4) Ralcorp Holdings, Inc. Deferred Compensation Plan for Key Employees (filed as Exhibit 10.29 to the Company's Annual Report on Form 10-K for the year ending September 30, 2000). *(4.5) Shareholder Rights Protection Agreement (filed as Exhibit 4.1 to the Company's Form 10 Registration Statement dated December 27, 1996). *(4.6) First Amendment to Shareholder Rights Protection Plan (filed as Exhibit 4 to the Company's Quarterly Report on Form 10-Q for the period ending June 30, 1997). (5)(23) Opinion of Counsel and Consent. (23)(a) Consent of Independent Accountants. * Incorporated by reference. EX-4.3 3 doc2.txt 2002 INCENTIVE STOCK PLAN Exhibit 4.3 RALCORP HOLDINGS, INC. 2002 INCENTIVE STOCK PLAN SECTION I. GENERAL PROVISIONS A. PURPOSE OF PLAN ----------------- The purpose of the Ralcorp Incentive Stock Plan (the "Plan") is to enhance the profitability and value of the Company for the benefit of its shareholders by providing for stock options and other stock awards to attract, retain and motivate directors, officers and other key employees who make important contributions to the success of the Company. B. DEFINITIONS OF TERMS AS USED IN THE PLAN ----------------------------------------------- 1. "Affiliate" means any subsidiary, whether directly or indirectly owned, or parent of the Company, or any other entity designated by the Committee. 2. "Award" means a Stock Option granted under Section II of the Plan or Other Stock Award granted under Section III of the Plan. 3. "Board" means the Board of Directors of Ralcorp Holdings, Inc. 4. "Committee" means the Nominating and Compensation Committee of the Board of Directors of the Company or any successor committee the Board of Directors may designate to administer the Plan. 5. "Company" means Ralcorp Holdings, Inc. 6. "Employee" means any person who is employed by the Company or an Affiliate. 7. "Fair Market Value" of any class or series of Stock means the fair and reasonable value thereof as determined by the Committee according to prices in trades as reported on the New York Stock Exchange-Composite Transactions. If there are no prices so reported or if, in the opinion of the Committee, such reported prices do not represent the fair and reasonable value of the Stock, then the Committee shall determine Fair Market Value by any means it deems reasonable under the circumstances. 8. "Stock" means the Ralcorp Common Stock par value $.01 or any other authorized class or series of common stock or any such other security outstanding upon the reclassification of any of such classes or series of common stock, including, without limitation, any stock split-up, stock dividend, creation of targeted stock, spin-off or other distributions of stock in respect of stock, or any reverse stock split-up, or recapitalization of the Company or any merger or consolidation of the Company with any Affiliate. C. SCOPE OF PLAN AND ELIGIBILITY --------------------------------- Any Employee or director selected by the Board or Committee shall be eligible for any Award contemplated under the Plan. D. AUTHORIZATION AND RESERVATION ------------------------------- The shares of Stock for which Awards may be granted under the Plan shall be subject to the following: (a) the shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued or currently held or subsequently acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions; (b) subject to the following provisions of Paragraph D, the maximum number of shares of stock that may be delivered to participants and their beneficiaries under the Plan shall be equal to the sum of: (i) 1,500,000 shares of Stock; (ii) any shares of Stock available for future awards under any prior plan of the Company (the "Prior Plan") as of the effective date of this Plan; and (iii) any shares of Stock that are forfeited, expire or are canceled without delivery of shares of Stock or which result in the forfeiture of shares of Stock back to the Company under the Plan or the Prior Plan; (c) to the extent any shares of Stock covered by an Award are not delivered to an Award recipient or beneficiary because the Award is forfeited or canceled or the shares of Stock are not delivered because the shares are used to satisfy the applicable tax withholding obligation, such shares shall not be deemed to have been delivered for purpose of determining the maximum number of shares of Stock available for delivery of the Plan; (d) if the exercise price of any Stock Option granted under the Plan or all Prior Plans is satisfied by tendering shares of Stock to the Company, only the number of shares of Stock issued net of the shares of Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares of Stock available under the Plan; and (e) the total number of shares of Stock that may be issued to any one participant during the term of Plan shall not exceed 1,000,000 shares of Stock. E. ADMINISTRATION OF THE PLAN ----------------------------- 1. The Committee shall administer the Plan and, in connection therewith, it shall have full power to grant Awards, construe and interpret the Plan, establish rules and regulations and perform all other acts it believes reasonable and proper, including the power to delegate responsibility to others to assist it in administering the Plan. 2. The Committee shall include three or more members of the Board of the Company. Its members shall be appointed by and serve at the pleasure of the Board. 3. The determination of those eligible to receive Awards, and the amount and type of each Award shall rest in the sole discretion of the Committee or the Board, subject to the provisions of the Plan. SECTION II. STOCK OPTIONS A. DESCRIPTION ----------- The Committee or the Board may grant options with respect to any class or series of Stock ("Stock Options") that qualify as "Incentive Stock Options" under Section 422A of the Internal Revenue Code of 1986, as amended, and it may grant Stock Options that do not so qualify. B. TERMS AND CONDITIONS ---------------------- 1. Each Stock Option shall be set forth in a written agreement containing such terms and conditions as the Committee or the Board may determine, subject to the provisions of the Plan. 2. Except as set forth below in this paragraph, the purchase price of any shares exercised under any Stock Option must be paid in full upon such exercise. The payment shall be made in such form, which may be cash or Stock, as the Committee or the Board may determine. The Committee may permit a participant to pay the exercise price upon the exercise of a Stock Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of shares) acquired upon exercise of the Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise. 3. No Incentive Stock Option may be exercised after the expiration of ten (10) years from the date such option is granted. 4. The exercise price of each Stock Option shall be established by the Committee or shall be determined by a method established by the Committee at the time the Stock Option is granted. The exercise price shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant of the Award; provided, however, that if the Award is granted in connection with the recipient's hiring, promotion or similar event, the Stock Option exercise price may not be less than the Fair Market Value of the Stock on the date on which the recipient is hired or promoted (or similar event) if the grant of the Stock Option occurs not more than 180 days after the date of such hiring, promotion or other event. 5. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time the Stock Option is granted) of the appropriate class or series of Stock with respect to which Stock Options are exercisable for the first time by any Employee during any calendar year (under all such plans of his employer corporation and its parent and subsidiary corporations) shall not exceed $100,000. SECTION III. OTHER STOCK AWARDS In addition to Stock Options, the Committee or the Board may grant Other Stock Awards payable in any class or series of Stock upon such terms and conditions as the Committee or the Board may determine, subject to the provisions of the Plan. Other Stock Awards may include, but are not limited to, the following types of Awards: 1. Restricted Stock Awards. The Committee or the Board may grant Restricted Stock Awards, each of which consists of a grant of shares of any class or series of Stock subject to terms and conditions determined by the Committee or the Board in each entity's discretion, subject to the provisions of the Plan. Such terms and conditions shall be set forth in written agreements. The shares of Stock granted will be restricted and may not be sold, pledged, transferred or otherwise disposed of until the lapse or release of restrictions in accordance with the terms of the agreement and the Plan. Prior to the lapse or release of restrictions, all shares of Stock are subject to forfeiture in accordance with Section IV of the Plan. Shares of Stock issued pursuant to a Restricted Stock Award can be issued for no monetary consideration. No more than 500,000 shares of Stock available for Awards may be used for the grant of Restricted Stock 2. Stock Related Deferred Compensation. The Committee or the Board may, in its discretion, permit the deferral of payment of an Employee's cash bonus or other cash compensation in the form of either cash or any class or series of Stock (or Stock equivalents, each corresponding to a share of such Stock) under such terms and conditions as the Committee or the Board may prescribe. Payment of such compensation may be deferred for such period or until the occurrence of such event as the Committee or the Board may determine. All deferrals made in any class or series of Stock (or Stock equivalents) shall be paid on distribution in StockIf a deferral is permitted in the form of Stock or Stock equivalents, the number of shares of Stock or number of Stock equivalents deferred will be determined by dividing the amount of the Employee's bonus or other cash compensation being deferred by the closing price of the appropriate class or series of Stock, as reported by the New York Stock Exchange-Composite Transactions, on the date in question. Deferrals in any class or series of Stock or Stock equivalents cannot be transferred into other investment options. Additional rights or restrictions may apply in the event of a change in control of the Company. SECTION IV. FORFEITURE OF AWARDS A. The Committee or the Board may include in any Award any conditions of forfeiture it may deem appropriate. The Committee or the Board also, after taking into account the relevant circumstances, may waive any condition of forfeiture stated in any Award contract. B. In the event of forfeiture, the recipient shall lose all rights in and to the Award. Except in the case of Restricted Stock Awards as to which the restrictions have not lapsed, this provision, however, shall not be invoked to force any recipient to return any Stock already received under an Award. C. Such determinations as may be necessary for application of this section, including any grant of authority to others to make determinations under this section, shall be at the sole discretion of the Committee or the Board, and its determinations shall be conclusive. SECTION V. DEATH OF AWARDEE Upon the death of an Award recipient, the following rules apply: A. A Stock Option, to the extent exercisable on the date of his death, may be exercised at any time within six (6) months, or such longer period not exceeding three years as the Committee or the Board may determine, after the recipient's death, but not after the expiration of the term of the Stock Option, by the recipient's designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution. B. In the case of any Other Stock Award, the Stock due shall be determined as of the date of the recipient's death, and the Company shall issue the appropriate number of shares of the appropriate class or series of Stock. The issuance of shares of such Stock shall be made to recipient's designated beneficiary or personal representative or the person or persons entitled thereto by will or in accordance with the laws of descent and distribution. C. An Award recipient may file with the Committee a written designation of a beneficiary or beneficiaries (subject to such limitations as to the classes and number of beneficiaries and contingent beneficiaries as the Committee and the Board may from time to time prescribe) to exercise, in the event of the death of the recipient, a Stock Option, or to receive, in such event, any Other Stock Awards. The Committee and the Board reserve the right to review and approve beneficiary designations. A recipient may from time to time revoke or change any such designation or beneficiary and any designation of beneficiary under the Plan shall be controlling over any other disposition, testamentary or otherwise; provided, however, that if the Committee or the Board shall be in doubt as to the right of any such beneficiary to exercise any Stock Option or to receive any Other Stock Award, the Committee or the Board, as the case may be, may determine to recognize only an exercise by the legal representative of the recipient, in which case the Company and the Committee and the Board and the members thereof shall not be under any further liability to anyone. SECTION VI. OTHER GOVERNING PROVISIONS A. TRANSFERABILITY --------------- Except as otherwise noted herein, no Award shall be transferable other than by beneficiary designation, will or the laws of descent and distribution, and any right granted under an Award may be exercised during the lifetime of the holder thereof only by him or by his guardian or legal representative. B. RIGHTS AS A SHAREHOLDER -------------------------- A recipient of an Award shall, unless the terms of the Award provide otherwise, have no rights as a shareholder, with respect to any Stock Options or shares which may be issued in connection with the Award until the issuance of a Stock certificate for such shares, and no adjustment other than as stated herein shall be made for dividends or other rights for which the record date is prior to the issuance of such Stock certificate. C. GENERAL CONDITIONS OF AWARDS ------------------------------- No director, Employee or other person shall have any right with respect to this Plan, the shares reserved or in any Award, contingent or otherwise, until written evidence of the Award shall have been delivered to the recipient and all the terms, conditions and provisions of the Plan applicable to such recipient have been met. D. RESERVATION OF RIGHTS OF COMPANY ------------------------------------ The selection of an Employee for any Award shall not give such person any right to continue as an Employee and the right to discharge any Employee is specifically reserved. E. ACCELERATION ------------ The Committee or the Board may, in its sole discretion, accelerate the date of exercise of any Award. F. ADJUSTMENTS ----------- Upon any stock split-up, spin-off, stock dividend, issuance of any targeted stock, combination or reclassification with respect to any outstanding class or series of Stock, or consolidation, merger or sale of all or substantially all of the assets of the Company, appropriate adjustments shall be made to the shares reserved under Section I.D. of the Plan and the terms of all outstanding Awards. G. WITHHOLDING OF TAXES ---------------------- The Company shall deduct from any payment, or otherwise collect from the recipient, any taxes required to be withheld by federal, state or local governments in connection with any Award. The recipient may elect, subject to approval by the Committee or the Board, to have shares withheld by the Company in satisfaction of such taxes, or to deliver other shares of Stock owned by the recipient in satisfaction of such taxes. The number of shares to be withheld or delivered shall be calculated by reference to the Fair Market Value of the appropriate class or series of Stock on the date that such taxes are determined. H. NO WARRANTY OF TAX EFFECT ----------------------------- Except as may be contained in the terms of any Award, no opinion is expressed nor warranties made as to the effect for federal, state, or local tax purposes of any Award. I. AMENDMENT OF PLAN ------------------- The Board of Directors of the Company may, from time to time, amend, suspend or terminate the Plan in whole or in part, and if terminated may reinstate any or all of the provisions of the Plan, except that no amendment, suspension or termination may (i) apply to the terms of any Award (contingent or otherwise) granted prior to the effective date of such amendment, suspension or termination without the recipient's consent or (ii) increase the shares of Stock available for Awards. J. CONSTRUCTION OF PLAN ---------------------- The place of administration of the Plan shall be in the State of Missouri, and the validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the State of Missouri. K. ELECTIONS OF CORPORATE OFFICERS ---------------------------------- Notwithstanding anything to the contrary stated herein, any election or other action with respect to an Award of a recipient subject to Section 16 of the Securities Exchange Act of 1934 will be null and void if any such election or other action would cause said recipient to be subject to short-swing profit recovery under Section 16. SECTION VII. EFFECTIVE DATE AND TERM This Plan shall be effective upon adoption by the shareholders of the Company. The Plan shall continue in effect until January 31, 2012, when it shall terminate. Upon termination, any balances in the share reserve shall be canceled, and no Awards shall be granted under the Plan thereafter. The Plan shall continue in effect, however, insofar as is necessary to complete all of the Company's obligations under outstanding Awards to conclude the administration of the Plan. EX-5.23 4 doc3.txt OPINION OF GENERAL COUNSEL Exhibit 5.23 June 27, 2002 Ralcorp Holdings, Inc. 800 Market Street Suite 2900 St. Louis, MO 63101 Re: Registration Statement on Form S-8 Relating to 2,135,136 Shares of Common Stock, Par Value $.01 Per Share, To Be Issued Pursuant to the Ralcorp Holdings, Inc. 2002 Incentive Stock Plan Gentlemen: I am Vice President and General Counsel of Ralcorp Holdings, Inc. (the "Company") and have represented the Company in connection with the Ralcorp Holdings, Inc. Incentive Stock Plan (the "Plan"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion letter, and based thereupon I am of the opinion that: (1) The shares of Common Stock that may be issued pursuant to the Plan will be, when issued in accordance with the Plan, duly authorized, validly issued, fully paid and nonassessable. (2) The participations in the Plan to be extended to participants in the Plan will be, when extended in accordance with the Plan, validly issued. I consent to the filing of this Opinion with the Plan's Registration Statement. Sincerely, /s/ Robert W. Lockwood ----------------------------------- Robert W. Lockwood Vice President, General Counsel and Secretary EX-23.A 5 doc4.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23.a CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 31, 2001 relating to the Financial Statements of Ralcorp Holdings, Inc. which appears in Ralcorp Holdings, Inc.'s Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2001. PRICEWATERHOUSECOOPERS LLP St. Louis, Missouri June 27, 2002 -----END PRIVACY-ENHANCED MESSAGE-----