0001193125-17-209882.txt : 20170622 0001193125-17-209882.hdr.sgml : 20170622 20170622082645 ACCESSION NUMBER: 0001193125-17-209882 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170622 DATE AS OF CHANGE: 20170622 EFFECTIVENESS DATE: 20170622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONAGRA BRANDS INC. CENTRAL INDEX KEY: 0000023217 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 470248710 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-15815 FILM NUMBER: 17924068 BUSINESS ADDRESS: STREET 1: 222 W. MERCHANDISE MART PLAZA STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 312-549-5000 MAIL ADDRESS: STREET 1: 222 W. MERCHANDISE MART PLAZA STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: CONAGRA FOODS INC /DE/ DATE OF NAME CHANGE: 20001006 FORMER COMPANY: FORMER CONFORMED NAME: CONAGRA INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NEBRASKA CONSOLIDATED MILLS CO DATE OF NAME CHANGE: 19721201 S-8 POS 1 d404532ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2017.

Registration No. 333-17573

Registration No. 33-50113

Registration No. 33-48295

Registration No. 33-28079

Registration No. 33-15815

Registration No. 2-96891

Registration No. 2-81244

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-17573

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-50113

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-48295

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-28079

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-15815

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 2-96891

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 2-81244

UNDER

THE SECURITIES ACT OF 1933

 

 

CONAGRA BRANDS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   47-0248710

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

222 W. Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654

(Address of Principal Executive Offices) (Zip Code)

 

 

Conagra Brands Retirement Income Savings Plan

Conagra Brands Retirement Income Savings Plan for Hourly Rate Production Employees

(Full title of the plans)

 

 

Colleen Batcheler

Executive Vice President, General Counsel and Corporate Secretary

Conagra Brands, Inc.

222 W. Merchandise Mart Plaza, Suite 1300

Chicago, Illinois 60654

(312) 549-5000

With a copy to:

Mike Solecki

Jones Day

901 Lakeside Avenue

Cleveland, Ohio 44114

(216) 586-7103

(Name, address and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.  ☐

 

 

 

EXPLANATORY NOTE

Conagra Brands, Inc., a Delaware corporation (the “Company” or the “Registrant”), is filing this Post-Effective Amendment to deregister any and all securities that remain unsold under the Company’s Registration Statements on Form S-8 (Nos. 333-17573, 33-50113, 33-48295, 33-28079, 33-15815, 2-96891 and 2-81244) (collectively, the “Registration Statements”), which relate to: (i) the Conagra Brands Retirement Income Savings Plan and (ii) the Conagra Brands Retirement Income Savings Plan for Hourly Rate Production Employees (collectively, the “Plans”). The Registration Statements registered shares (“Shares”) of common stock of the Company, par value $5.00 per share (“Common Stock”), along with an indeterminate amount of plan interests (collectively with the Shares, the “Securities”), to be offered and sold pursuant to the Plans.

The Plans no longer offer Common Stock as an investment option. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, pursuant to the undertakings contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the Securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes from registration any remaining Securities that were registered for issuance pursuant to the Registration Statements and that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Securities.

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 an amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, as of the 22nd day of June, 2017.

 

CONAGRA BRANDS, INC.
By:  

/s/ David S. Marberger

  Name:   David S. Marberger
  Title:   Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements has been signed below by or on behalf of the following persons in the capacities indicated as of the 22nd day of June, 2017.

 

Signature    Title

/s/ Sean M. Connolly

Sean M. Connolly

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ David S. Marberger

David S. Marberger

   

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Robert G. Wise

Robert G. Wise

   

Senior Vice President and Corporate Controller

(Principal Accounting Officer)

/s/ Bradley A. Alford

Bradley A. Alford

    Director

/s/ Thomas K. Brown

Thomas K. Brown

    Director

/s/ Stephen G. Butler

Stephen G. Butler

    Director

/s/ Thomas W. Dickson

Thomas W. Dickson

    Director

/s/ Steven F. Goldstone

Steven F. Goldstone

    Director

/s/ Joie A. Gregor

Joie A. Gregor

    Director

/s/ Rajive Johri

Rajive Johri

    Director

/s/ Richard H. Lenny

Richard H. Lenny

    Director

/s/ Ruth Ann Marshall

Ruth Ann Marshall

    Director

/s/ Craig P. Omtvedt

Craig P. Omtvedt

    Director

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, as of the 22nd day of June, 2017.

 

CONAGRA BRANDS RETIREMENT INCOME SAVINGS PLAN
CONAGRA BRANDS RETIREMENT INCOME SAVINGS PLAN
FOR HOURLY RATE PRODUCTION EMPLOYEES

By:

  

/s/ Ryan Egan

  Name: Ryan Egan
  Title:   Vice President of Human Resources