S-8 1 d500276ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 23, 2018

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

TREEHOUSE FOODS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-2311383

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2021 Spring Road, Suite 600

Oak Brook, Illinois

  60523
(Address of Principal Executive Offices)   (Zip Code)

TreeHouse Foods, Inc. Equity and Incentive Plan

(Full title of the plan)

Thomas E. O’Neill, Esq.

Executive Vice President, General Counsel & Chief Administrative Officer

TreeHouse Foods, Inc.

2021 Spring Road, Suite 600

Oak Brook, Illinois 60523

(Name and address of agent for service)

(708) 483-1300

(Telephone number, including area code, of agent for service)

 

 

With a copy to:

Bruce A. Toth, Esq.

Christina T. Roupas, Esq.

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

(312) 558-5600

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities
to be registered (1)(2)
 

Amount

to be registered (1)

 

Proposed

maximum

offering price

per share (2)

 

Proposed

maximum

aggregate

offering price (2)

 

Amount of

registration fee (2)

Common Stock, $0.01 par value

  3,800,000   $41.21   $156,598,000.00   $19,496.45

 

 

(1) In accordance with Rule 416(a) under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional shares of common stock, par value $0.01 per share that may be issued pursuant to the TreeHouse Foods, Inc. Equity and Incentive Plan to prevent dilution from stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933, as amended, on the basis of the average high and low sale prices reported for shares of the Registrant’s common stock on the New York Stock Exchange on March 16, 2018.

 

 

 


EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed in order to register an additional 3,800,000 shares of the common stock of TreeHouse Foods, Inc., a Delaware corporation (the “Registrant”), that may be awarded under the Registrant’s Equity and Incentive Plan (f/k/a the TreeHouse Foods, Inc. 2005 Long-Term Stock Incentive Plan), as amended (the “Plan”), par value $0.01 per share, which are securities of the same class and relate to the same employee benefit plan as those shares registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on June 28, 2005 (Registration No. 333-126161), April 2, 2008 (Registration No. 333-150053), August 15, 2012 (Registration No. 333-183321) and August 6, 2015 (Registration No. 333-206161), which are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Commission allows us to incorporate by reference the information we file with the Commission, which means that we can disclose important information to you by referring you to those documents. The information that we incorporate by reference is considered to be part of this Registration Statement.

Information that we file later with the Commission will automatically update and supersede this information. This means that you must look at all of the Commission filings that we incorporate by reference to determine if any of the statements in this Registration Statement or in any documents previously incorporated by reference have been modified or superseded. We incorporate by reference into this Registration Statement the following documents:

 

  (a) Annual Report on Form 10-K for the year ended December 31, 2017 filed on February 20, 2018.

 

  (b) Definitive Proxy Statement on Schedule 14A filed March 5, 2018.

 

  (c) Current Reports on Form 8-K filed with the Commission on January 20, 2016, February 15, 2018 (except with respect to Item 2.02), February 21, 2018, February 22, 2018 and March 5, 2018.

 

  (d) The description of our common stock contained in our Registration Statement on Form 10 filed pursuant to Section 12(b) of the Exchange Act.

 

  (e) All documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before all of the securities offered by this prospectus are sold.

Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission, unless we expressly provide otherwise.

Item 8. Exhibits.

The following documents are filed as exhibits to this Registration Statement:

 

Exhibit

No.

  

Description

3.1

   Amended and Restated Certificate of Incorporation of TreeHouse Foods, Inc., as amended on April  28, 2011 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 28, 2011).

3.2

   Amended and Restated By-Laws of TreeHouse Foods, Inc., as amended on April  28, 2011 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed with the Commission on April 28, 2011).


4.1

   TreeHouse Foods, Inc. Equity and Incentive Plan, as amended and restated effective February  14, 2017 (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 2, 2017).

5.1

   Opinion of Winston & Strawn LLP.

23.1

   Consent of Deloitte & Touche LLP.

23.2

   Consent of Winston & Strawn LLP (included in Exhibit 5.1).

23.3

   Consent of KPMG LLP.

24.1

   Powers of attorney (included on the signature pages hereto).


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Oak Brook, State of Illinois, on March 23, 2018.

 

TREEHOUSE FOODS, INC.
 

/s/ Thomas E. O’Neill

By:   Thomas E. O’Neill
Its:   Executive Vice President, General Counsel & Chief Administrative Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sam K. Reed and Thomas E. O’Neill and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, 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 all said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Sam K. Reed

     March 23, 2018
Sam K. Reed    Chief Executive Officer and Chairman of the Board (Principal Executive Officer)  

/s/ Matthew J. Foulston

     March 23, 2018
Matthew J. Foulston    Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)  

/s/ George V. Bayly

     March 23, 2018
George V. Bayly    Director  

/s/ Linda K. Massman

     March 23, 2018
Linda K. Massman    Director  

/s/ Dennis F. O’Brien

     March 23, 2018
Dennis F. O’Brien    Director  

/s/ Frank J. O’Connell

     March 23, 2018
Frank J. O’Connell    Director  

/s/ Steven Oakland

     March 23, 2018
Steven Oakland    Director  

/s/ Matthew E. Rubel

     March 23, 2018
Matthew E. Rubel    Director  

/s/ Ann M. Sardini

     March 23, 2018
Ann M. Sardini    Director  


/s/ Gary D. Smith

     March 23, 2018
Gary D. Smith    Director  

/s/ David B. Vermylen

     March 23, 2018
David B. Vermylen    Director