-----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, WoDbk13IfVu9XzjOJUEXcwj5lbxOV4ML+MxzQxQx+Ukx3YvuZi080rz9ZVr19weF pomQHoBwcJcTtxrtzPjDIg== 0000950152-96-000694.txt : 19960229 0000950152-96-000694.hdr.sgml : 19960229 ACCESSION NUMBER: 0000950152-96-000694 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960228 EFFECTIVENESS DATE: 19960318 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANCASTER COLONY CORP CENTRAL INDEX KEY: 0000057515 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 131955943 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01275 FILM NUMBER: 96527576 BUSINESS ADDRESS: STREET 1: 37 W BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142247141 S-8 1 LANCASTER COLONY 1 Registration No. 33-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- LANCASTER COLONY CORPORATION (Exact name of registrant as specified in its charter) Ohio 13-1955943 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 37 West Broad Street, Columbus, Ohio 43215 (Address of principal executive offices) (Zip Code) 1995 KEY EMPLOYEE STOCK OPTION PLAN (Full title of the plan) DAVID M. SEGAL Corporate Counsel LANCASTER COLONY CORPORATION 37 West Broad Street Columbus, Ohio 43215 (Name and address of agent for service) (614) 224-7141 (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 registration registered registered per share(1) price(1) fee - ------------------------------------------------------------------------------------------------------------ Common Stock, No Par Value(2) 2,000,000 $37.75 $75,500,000 $26,034.48 ============================================================================================================ (1) Pursuant to Rule 457(h) under the Securities Act of 1993, such amount is based upon the average of the high and low prices of the Registrant's Common Stock as reported by the Nasdaq National Market System on February 23, 1996. (2) Includes Series A Participating Preferred Stock Purchase Rights (the "Rights") to purchase the Registrant's common stock. Until the occurrence of certain prescribed events, none of which has occurred, the Rights are not exercisable, are evidenced by the certificates representing the Registrant's Common Stock and will be transferred along with the Registrant's Common Stock.
2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Registration Statement the following documents heretofore filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"): (a) The Registrant's annual report on Form 10-K for the fiscal year ended June 30, 1995; (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a), above; and (c) The description of the Registrant's Common Stock contained in its registration statement filed under the Exchange Act (File No. 0-4065-1), including any amendment or report filed with the Commission for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, 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. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Richard R. Murphey, Jr., Of Counsel to the law firm of Squire, Sanders & Dempsey, is a director of the Registrant and the beneficial owner of approximately 52,000 shares of the Registrant's Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Code of Regulations provides that the Registrant shall indemnify any director or officer and any former director or officer of the Registrant and any person who is or has served at the request of the Registrant as a director, officer or trustee of another corporation, partnership, joint venture, trust or other enterprise (and his or her heirs, executors and administrators), to the full extent and according to the procedures and requirements set forth in the Ohio General Corporation Law. The Registrant's Code of Regulations also provides that the indemnification provisions provided for therein do not restrict the right of the Registrant (i) to indemnify its employees, agents and others as permitted by law, (ii) to purchase and maintain insurance or provide similar protection on behalf of its directors, officers and such other persons II-1 3 against liabilities asserted against them or expenses incurred by them arising out of their service to the Registrant, and (iii) to enter into agreements with such persons indemnifying them against such liabilities. In general, under Section 1701.13(E) of the Ohio Revised Code, an Ohio corporation is permitted to indemnify its present or former officers, directors, employees and agents against liabilities and expenses incurred by such persons in their capacities as such so long as they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, provided that in an action by or in the name of the corporation, if the person seeking indemnification was adjudged to be liable for negligence, no indemnification is permitted unless the court in which the action was brought specifically determines that such person is fairly and reasonably entitled to indemnification in view of all the circumstances of the case. The statute also provides that an Ohio corporation shall advance attorney's fees incurred by directors, and may advance such fees incurred by executive officers, employees, agents and others, prior to the final outcome of a matter provided the person seeking such advances undertakes to repay them if it is ultimately determined that such person is not entitled to indemnification (except in the case of directors who must undertake to repay such advances only if it is proved by clear and convincing evidence in a court of competent jurisdiction that the act or failure to act in question was undertaken with deliberate intent to cause injury to the corporation or was undertaken with reckless disregard for the best interests of the corporation). In addition, the Registrant has purchased insurance policies which provide coverage for the acts and omissions of the Registrant's directors and officers in certain situations. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See Index to Exhibits at Page II-6. ITEM 9. UNDERTAKINGS (1) The Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement; II-2 4 (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change in such information in this Registration Statement; Provided, however, that the undertakings set forth in paragraphs (i) and (ii), above, do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act 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. (c) 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. (d) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act that is incorporated by reference in this 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 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Columbus, State of Ohio, on February 22, 1996. LANCASTER COLONY CORPORATION By: /s/ JOHN B. GERLACH ----------------------------- John B. Gerlach, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of LANCASTER COLONY CORPORATION, hereby severally constitute and appoint JOHN B. GERLACH, JOHN B. GERLACH, JR. OR JOHN L. BOYLAN or any one of them our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and all documents relating thereto, 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 necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. WITNESS our hands and common seal on the dates set forth below. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below on the 22nd day of February, 1996 by the following persons in the capacities indicated.
Signature Title Date - --------- ----- ---- /s/ JOHN B. GERLACH Chairman of the Board, February 22, 1996 - -------------------------- Chief Executive Officer, John B. Gerlach Principal Financial Officer and Director (principal executive officer and principal financial officer)
II-4 6
Signature Title Date - --------- ----- ---- /s/ JOHN L. BOYLAN Treasurer and February 22, 1996 - ----------------------------- Assistant Secretary John L. Boylan (principal accounting officer) /s/ JOHN B. GERLACH, JR. Director February 22, 1996 - ----------------------------- John B. Gerlach, Jr. /s/ FRANK W. BATSCH Director February 22, 1996 - ----------------------------- Frank W. Batsch /s/ ROBERT L. FOX Director February 22, 1996 - ----------------------------- Robert L. Fox /s/ MORRIS S. HALPERN Director February 22, 1996 - ----------------------------- Morris S. Halpern /s/ ROBERT S. HAMILTON Director February 22, 1996 - ----------------------------- Robert S. Hamilton /s/ EDWARD H. JENNINGS Director February 22, 1996 - ----------------------------- Edward H. Jennings /s/ RICHARD R. MURPHEY, JR. Director February 22, 1996 - ----------------------------- Richard R. Murphey, Jr. /s/ HENRY M. O'NEILL, JR. Director February 22, 1996 - ----------------------------- Henry M. O'Neill, Jr. /s/ DAVID J. ZUVER Director February 22, 1996 - ----------------------------- David J. Zuver
II-5 7 INDEX TO EXHIBITS The following exhibits are filed as part of the Registration Statement:
Exhibit No. Description Page - ----------- ----------- ---- 4.1 Specimen Certificate for Common Shares (a) 5 Opinion and consent of legal counsel regarding legality of securities 1 23.1 Consent of legal counsel (b) 23.2 Consent of Deloitte & Touche LLP 1 24 Powers of attorney (c) (a) Incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the year ended June 30, 1992. (b) The consent of legal counsel is included in Exhibit 5. (c) The Powers of Attorney are included as part of the signature page.
II-6 EX-5 2 EXHIBIT 5 1 Exhibit 5 February 27, 1996 Lancaster Colony Corporation 37 West Broad Street Columbus, Ohio 43215 Dear Sirs: We have acted as counsel to Lancaster Colony Corporation (the "Corporation") in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed by the Corporation with the Securities and Exchange Commission. The Registration Statement relates to the offering of up to 2,000,000 common shares, without par value, of the Corporation (the "Shares") pursuant to its 1995 Key Employee Stock Option Plan (the "Plan"). In connection with the transactions described herein, we have examined such corporate records and other documents and certificates of public officials as we have deemed necessary in order for us to render the opinion set forth below. Based upon the foregoing, we are of the opinion that the Shares to be issued under the Plan have been duly authorized, and will be, when issued, delivered and paid for upon exercise of options granted under the Plan in accordance with their respective terms, legally issued, fully-paid and non-assessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ SQUIRE, SANDERS & DEMPSEY ----------------------------- Squire, Sanders & Dempsey EX-23.2 3 EXHIBIT 23.2 1 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Lancaster Colony Corporation on Form S-8 of our reports dated August 29, 1995, appearing in and incorporated by reference in the Annual Report on Form 10-K of Lancaster Colony Corporation for the year ended June 30, 1995. /s/ Deloitte & Touche LLP Columbus, Ohio February 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----