-----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, LaHxiO+zwkv8dogUXGco3BFnHIAB7X4DJbKcfutCPVPfW9d4CY9hV+HOzNjSISuL i4q/iOXyeyMqyt/EXqgVJw== 0000950128-99-000992.txt : 19990921 0000950128-99-000992.hdr.sgml : 19990921 ACCESSION NUMBER: 0000950128-99-000992 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990920 EFFECTIVENESS DATE: 19990920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEINZ H J CO CENTRAL INDEX KEY: 0000046640 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 250542520 STATE OF INCORPORATION: PA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-87419 FILM NUMBER: 99714072 BUSINESS ADDRESS: STREET 1: 600 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 4124565700 MAIL ADDRESS: STREET 2: P O BOX 57 CITY: PITTSBURGH STATE: PA ZIP: 15230 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ H. J. HEINZ COMPANY (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-0542520 (State or other jurisdiction of incorporation or (I.R.S. Employer Identification organization) No.)
600 GRANT STREET PITTSBURGH, PENNSYLVANIA 15219 (Address of principal executive offices, including zip code) H. J. HEINZ COMPANY GLOBAL STOCK PURCHASE PLAN (Full title of the plan) LAWRENCE J. MCCABE, SENIOR VICE PRESIDENT AND GENERAL COUNSEL H. J. HEINZ COMPANY 600 GRANT STREET PITTSBURGH, PENNSYLVANIA 15219 (Name and address of agent for service) 412-456-5700 (Telephone, including area code, of agent for service) ------------------ CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF TO BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------- H. J. Heinz Company Common Stock, par value $.25 per share................ 3,000,000(a) $43.96875(b) $131,906,250(b) $36,669.94 - ------------------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------------
(a) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement registers such indeterminate number of additional shares as may become issuable under the anti-dilution provisions contained in the Plan. (b) Pursuant to Rule 457(h) the proposed maximum aggregate offering price is based upon $43.96875 per share, the average of the high and low prices per share of the Company's Common Stock on the New York Stock Exchange--Composite Tape on September 17, 1999. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II INFORMATION REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated herein by reference: - H. J. Heinz Company Annual Report on Form 10-K for the fiscal year ended April 28, 1999. - H. J. Heinz Company Quarterly Report on Form 10-Q for the three months ended July 28, 1999. - The description of H. J. Heinz Company's Common Stock contained in its Registration Statement on Form 10 filed in 1945, as amended by an amendment on Form 8 dated January 16, 1984 and as it may be amended in the future. In addition, there are incorporated herein by reference all documents subsequently filed by H. J. Heinz Company (the "Company") 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 to this registration statement which indicates that all shares covered hereby have been sold or which deregisters all such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be 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 Not Applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company provides in Article Sixth of its Articles of Incorporation and Article VII of its By-Laws for the limitation of the liability of the Company's directors to the maximum extent permitted under Pennsylvania law from time to time in effect. These provisions were approved by the Company's shareholders on September 9, 1987 and were adopted as a result of the passage of the Directors' Liability Act (an amendment to the Pennsylvania Judicial Code) which became effective on January 27, 1987 (the "Act"). The Act permitted Pennsylvania corporations to eliminate, subject to shareholder approval of a provision in a corporation's by-laws, the personal liability (including liability to the corporation or to its shareholders) of directors for monetary damages for a breach of, or a failure to perform, their duties as directors, except to the extent their acts or omissions constitute self-dealing, willful misconduct or recklessness. The Act did not apply, however, to the responsibility or liability of a director pursuant to any criminal statute or to the liability of a director for the payment of taxes pursuant to local, state or Federal law. In addition, the Company provides in Article Sixth of its Articles of Incorporation and Article VIII of its By-Laws for the indemnification of the Company's directors, officers and others who may be later designated by the Board of Directors of the Company to the maximum extent permitted under Pennsylvania law from time to time in effect with respect to proceedings based on acts or omissions on or after January 27, 1987. These provisions were also adopted in response to the Act, which provided that directors, officers and other persons designated by the directors may be indemnified against liabilities and expenses incurred in the performance of their duties subject to the limitation that no indemnification may be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted self-dealing, willful misconduct or recklessness. The Act has been repealed and provisions comparable to those contained in the Act are now set forth in Subchapter B of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"). Given that the aforementioned provisions relating to indemnification incorporate the full extent of indemnification permitted under Pennsylvania law as from time to time in effect, such provisions would implement automatically any future changes in the law which expand the scope of permissible indemnification of II-1 3 the Company's directors and officers. However, any amendment or repeal of these provisions would not limit the rights of directors or officers to be indemnified with respect to acts or omissions which occurred prior to any such change. In connection with the adoption of Article VIII of the By-Laws relating to indemnification, the Company retained Article IX (formerly Article VII) of its By-Laws which provides for the indemnification of its present and former directors, officers, and managerial employees to the fullest extent permitted by and in accordance with the standards and procedures provided under Subchapter D of Chapter 17 of the BCL unless such persons have received the benefits of indemnification under Article VIII of the Company's By-Laws. Subchapter D of the BCL sets forth comprehensive indemnification provisions authorizing corporations to indemnify present and former directors, officers, employees and agents against liabilities incurred in connection with their service in such capacities. Under these sections of the BCL, such persons could be indemnified only if (i) the director or officer was successful on the merits of the suit or proceeding in respect of which indemnification was sought or (ii) indemnification was ordered by a court or (iii) a determination was made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, by independent legal counsel or by the stockholders that the director or officer has acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The Company is also authorized under Pennsylvania law, including the BCL, its Articles of Incorporation (Article Sixth) and its By-Laws (Article VIII and Article IX) to purchase insurance against such liabilities, whether or not the Company would have the power to indemnify such person against such liability by law or under the provisions of the Company's Articles of Incorporation or By-Laws. The Company has obtained directors' and officers' insurance against loss, within certain policy limits, arising from any claim made against the Company's directors and officers by reason of any wrongful act, as defined in such insurance policies, in their respective capacities as directors or officers or as fiduciaries under certain of the Company's employee benefit plans. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. ITEM 8. EXHIBITS Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of Regulation S-K are listed below and except as otherwise indicated below are filed herewith as a part of this Registration Statement.
NUMBER DESCRIPTION - ------ ----------- 4 -- H. J. Heinz Company Global Stock Purchase Plan is incorporated herein by reference to Appendix A to the Company's Proxy Statement dated August 3, 1999 5 -- Opinion of Lawrence J. McCabe, Esq., Senior Vice President and General Counsel of the Company, as to legality of the Common Stock to be issued pursuant to the H. J. Heinz Company Global Stock Purchase Plan 23 -- Consent of PricewaterhouseCoopers LLP 24 -- Powers of Attorney
ITEM 9. 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: (a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; II-2 4 (b) 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; (c) 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)(a) and (1)(b) 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 Securities and Exchange 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 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. (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. 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 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 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. II-3 5 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 PITTSBURGH, STATE OF PENNSYLVANIA, ON SEPTEMBER 20, 1999. H. J. HEINZ COMPANY (REGISTRANT) BY /s/ PAUL F. RENNE ------------------------------------ Paul F. Renne Executive Vice President and Chief Financial Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON SEPTEMBER 20, 1999.
SIGNATURE CAPACITY --------- -------- /s/ WILLIAM R. JOHNSON President and Chief Executive Officer - -------------------------------------------- (Principal Executive Officer) William R. Johnson /s/ PAUL F. RENNE Executive Vice President and - -------------------------------------------- Chief Financial Officer Paul F. Renne (Principal Financial Officer) /s/ EDWARD J. MCMENAMIN Vice President and Corporate Controller - -------------------------------------------- (Principal Accounting Officer) Edward J. McMenamin
Anthony J. F. O'Reilly Director William R. Johnson Director William P. Snyder III Director Herman J. Schmidt Director Eleanor B. Sheldon Director Samuel C. Johnson Director Donald R. Keough Director S. Donald Wiley Director David R. Williams Director Nicholas F. Brady Director Edith E. Holiday Director Paul F. Renne Director Candace Kendle Director Mary C. Choksi Director James M. Zimmerman Director Leonard S. Coleman, Jr. Director A. G. Malcolm Ritchie Director By: /s/ LAWRENCE J. MCCABE -------------------------------------------- Lawrence J. McCabe Attorney-in-Fact
II-4 6 EXHIBIT INDEX Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of Regulation S-K are listed below and except as otherwise indicated below are filed as a part of this Registration Statement. The exhibit numbers listed below correspond to the exhibit numbers designated in Item 601 of Regulation S-K.
NUMBER DESCRIPTION - ------ ----------- 4 -- H. J. Heinz Company Global Stock Purchase Plan is incorporated herein by reference to Appendix A to the Company's Proxy Statement dated August 3, 1999 5 -- Opinion of Lawrence J. McCabe, Esq., Senior Vice President and General Counsel of the Company, as to legality of the Common Stock to be issued pursuant to the H. J. Heinz Company Global Stock Purchase Plan 23 -- Consent of PricewaterhouseCoopers LLP 24 -- Powers of Attorney
EX-5 2 EXHIBIT 5 1 EXHIBIT 5 September 20, 1999 H. J. Heinz Company 600 Grant Street Pittsburgh, Pennsylvania 15219 Ladies and Gentlemen: I am Senior Vice President and General Counsel of H. J. Heinz Company, and have acted in such capacity in connection with the Company's Registration Statement on Form S-8 to register under the Securities Act of 1933, the offer and sale of Heinz Common Stock pursuant to the H. J. Heinz Company Global Stock Purchase Plan. In connection therewith, I (or attorneys under my supervision) have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary for the purpose of this opinion. Upon the basis of the foregoing, I am of the opinion that the Common Stock has been duly authorized and, when and to the extent issued for adequate consideration therefor in accordance with the Plan, will be legal, valid and binding obligations of Heinz. I consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Lawrence J. McCabe Senior Vice President and General Counsel EX-23 3 EXHIBIT 23 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 14, 1999 relating to the financial statements, which appears in the 1999 Annual Report to Shareholders of H.J. Heinz Company, which is incorporated by reference in H.J. Heinz Company's Annual Report on Form 10-K for the year ended April 28, 1999. We also consent to the incorporation by reference of our report dated June 14, 1999 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania September 20, 1999 EX-24 4 EXHIBIT 24 1 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William R. Johnson, Paul F. Renne and Lawrence J. McCabe, and each of them, such person's true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 relating to the H. J. Heinz Company Global Stock Purchase Plan and to sign any and all amendments to said 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, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney has been signed below as of the 8th day of September 1999 by the following persons in the capacities indicated.
SIGNATURE TITLE --------- ----- /s/ ANTHONY J. F. O'REILLY Chairman of the Board of Directors - -------------------------------------------- Anthony J. F. O'Reilly /s/ WILLIAM R. JOHNSON President and Chief Executive Officer and - -------------------------------------------- Director (Principal Executive Officer) William R. Johnson /s/ PAUL F. RENNE Executive Vice President and Chief Financial - -------------------------------------------- Officer and Director (Principal Financial Paul F. Renne Officer) /s/ EDWARD J. MCMENAMIN Vice President and Corporate Controller - -------------------------------------------- (Principal Accounting Officer) Edward J. McMenamin /s/ WILLIAM P. SNYDER III Director - -------------------------------------------- William P. Snyder III /s/ HERMAN J. SCHMIDT Director - -------------------------------------------- Herman J. Schmidt /s/ ELEANOR B. SHELDON Director - -------------------------------------------- Eleanor B. Sheldon /s/ SAMUEL C. JOHNSON Director - -------------------------------------------- Samuel C. Johnson /s/ DONALD R. KEOUGH Director - -------------------------------------------- Donald R. Keough /s/ S. DONALD WILEY Director - -------------------------------------------- S. Donald Wiley /s/ DAVID R. WILLIAMS Director - -------------------------------------------- David R. Williams /s/ NICHOLAS F. BRADY Director - -------------------------------------------- Nicholas F. Brady
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SIGNATURE TITLE --------- ----- /s/ EDITH E. HOLIDAY Director - -------------------------------------------- Edith E. Holiday /s/ CANDACE KENDLE Director - -------------------------------------------- Candace Kendle /s/ MARY C. CHOKSI Director - -------------------------------------------- Mary C. Choksi /s/ JAMES M. ZIMMERMAN Director - -------------------------------------------- James M. Zimmerman /s/ LEONARD S. COLEMAN, JR. Director - -------------------------------------------- Leonard S. Coleman, Jr. /s/ A. G. MALCOLM RITCHIE Director - -------------------------------------------- A. G. Malcolm Ritchie
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