-----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, TCJhGKg7SIVXtwjBCLRmgIdtJPgnVPeM8CneOF4hiMLycQ1Z0njj6yYaOPUG1fAf mHvAsYIu2/doQmKgfIWQ2w== 0000950124-97-001782.txt : 19970327 0000950124-97-001782.hdr.sgml : 19970327 ACCESSION NUMBER: 0000950124-97-001782 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970325 EFFECTIVENESS DATE: 19970325 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHAEL FOODS INC /MN CENTRAL INDEX KEY: 0000768158 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 410498850 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-64076-99 FILM NUMBER: 97562959 BUSINESS ADDRESS: STREET 1: 5353 WAYZATA BLVD STREET 2: PARK NATIONAL BANK BLDG STE 610 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 612-941-76 MAIL ADDRESS: STREET 1: 610 PARK NATIONAL BANK BUILDING STREET 2: 5353 WAYZATA BOULEVARD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR UNIVERSAL INC DATE OF NAME CHANGE: 19920703 S-8 POS 1 FORM S-8 POS 1 As filed with the Securities and Exchange Commission on March 25, 1997 Registration No. 33-64076 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ MICHAEL FOODS, INC. (Exact name of registrant as specified in its charter) Minnesota 41-0498850 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) MICHAEL FOODS, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of Plan) 324 Park National Bank Building 5353 Wayzata Boulevard Minneapolis, Minnesota 55416 (Address, including zip code, of Principal Executive Offices) ________________________ Copies to: Philip T. Colton, Esq. Jeffrey M. Shapiro Maun & Simon, PLC Executive Vice President 2000 Midwest Plaza Building West 324 Park National Bank Building 801 Nicollet Mall 5353 Wayzata Boulevard Minneapolis, Minnesota 55402-2534 Minneapolis, Minnesota 55416 (612) 904-7400 (612) 546-1500 (Name and address of agent for service) _______________________ ________________________________________________________________________________ 2 INTRODUCTION Pursuant to Rule 414(d), Michael Foods, Inc., a Minnesota corporation, f/k/a North Star Universal, Inc. (the "Registrant") adopts the Registration Statement on Form S-8 Registration No. 33-64076 of Michael Foods, Inc., a Delaware corporation ("MFI"), as its own registration statement for all purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. The registration statement originally covered 150,000 shares of MFI Common Stock issued or issuable pursuant to its Stock Option Plan for Non-Employee Directors (the "Plan"). The Registrant is a successor to MFI. The Registrant's and MFI's Shareholders and Stockholders, respectively, approved the Registrant's adoption and assumption of the Plan at meetings of their Shareholders and Stockholders held on December 30, 1996. 1 3 PART I Item 1. Plan Information. Not applicable/not included in Registration Statement. Item 2. Registrant Information and Employee Plan Annual Information. Not applicable/not included in Registration Statement. PART II Item 3. Incorporation of Documents By Reference. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein and made a part hereof by reference: (1) Registrant's and MFI's Annual Reports on Form 10-K for the year ended December 31, 1995 and all amendments thereto, filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. (2) Registrant's and MFI's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and all other reports, if any, filed by the Registrant and MFI pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year ended December 31, 1995. (3) Registrant's Current Reports on Form 8-K filed March 13, 1997, February 18, 1997 and December 27, 1996, respectively, and MFI's Current Reports on Form 8-K filed July 10, 1996, December 5, 1996 and December 26, 1996, respectively, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. (4) MFI's Proxy Statement and Registrant's Registration Statement on Form S-4 Registration No. 333-1863 filed in connection with MFI's Annual Meeting of Stockholders held on December 30, 1996. (5) The description of the Registrant's Common Stock as contained in MFI's Proxy Statement and Registrant's Registration Statement on Form S-4 in Registration Statement No. 333-1863. All documents filed by the Registrant with the Commission pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this registration statement and prior to the filing of a post-effective amendment to the registration statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated herein by reference and made a part hereof from the date of filing of such documents without future action by the Registrant. 2 4 Item 4. Description of Securities. This item is not applicable. The class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934, as amended. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. The Registrant's Amended and Restated Articles of Incorporation limit the liability of directors in their capacity as directors to the Registrant or its shareholders to the full extent permitted by Minnesota law. Minnesota law provides that, if so provided in a company's articles of incorporation, a director shall not be liable to the company or its shareholders for monetary damage for breach of fiduciary duty as a director, except (a) for any breach of the director's duty of loyalty to the company or its shareholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for dividends, stock repurchases and other distributions made in violation of Minnesota law or for violations of Minnesota securities laws, (d) for any transactions from which the director derived an improper personal benefit or (e) for any act or omission occurring prior to the effective date of the provision in the company's articles of incorporation limiting such liability. These provisions do not affect the availability of equitable remedies, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty, although, as a practical matter, equitable relief may not be available. The above provisions also do not limit the liability of the directors for violations of, or relieve them from the necessity of complying with, the federal securities laws. The Registrant's Amended and Restated Articles also require the Registrant to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (including an action by or in the right of the corporation) to the full extent permitted by the Minnesota Business Corporation Act. The Minnesota Business Corporation Act contains an extensive indemnification provision which requires mandatory indemnification by the Registrant of any officer, director, or affiliated person who was or is a party, or who is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, officer, employee, or agent of the Registrant, or is or was serving at the request of the Registrant as a member, director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, and against judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In some instances a court 3 5 must approve such indemnification. The Amended and Restated Articles of Incorporation of the Registrant, as amended, provide for such indemnification to the extent permitted under the Minnesota Business Corporation Act. As to indemnification for liabilities arising under the Securities Act of 1933 for directors, officers, or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is unenforceable. The Registrant maintains a policy of directors and officers liability insurance which reimburses the Registrant for expenses which it may incur in conjunction with the foregoing indemnity provisions and which may provide direct indemnification to officers and directors where the Registrant is unable to do so. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Additional Exhibits. 4.1 Michael Foods, Inc. Stock Option Plan for Non-Employee Directors. (previously filed) 4.3 Specimen form of Registrant's Common Stock Certificate (filed as Exhibit 4.1 to the Registrant's Report on Form 8-K dated March 13, 1997 and incorporated herein by reference). 5.2 Opinion of Maun & Simon, PLC, including consent.* 23.2 Consent of Grant Thornton, LLP.* 23.3 Consent of Coopers & Lybrand, L.L.P.* 23.4 Consent of Ernst & Young, LLP.* - --------------- * Filed herewith. Item 9. Undertakings. (a) Rule 415 Offering. 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 (the "Act"); 4 6 (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; (iii) 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 subparagraphs (i) and (ii) above will not apply if the information required to be included in a post-effective amendment by those subparagraphs 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 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. (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) Filings Incorporating Subsequent Exchange Act Documents by Reference. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Act, 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. (h) Employee Plans on Form S-8. Insofar as indemnification for liabilities arising under the 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 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 5 7 indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on March 17, 1997. MICHAEL FOODS, INC. /s/ Gregg A. Ostrander By: __________________________________ Gregg A. Ostrander, President and Principal Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey M. Shapiro and John D. Reedy his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all 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 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. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Gregg A. Ostrander ______________________ President; Principal March 17, 1997 Gregg A. Ostrander Executive Officer and Director 6 8 /s/ John D. Reedy ______________________ Vice President-Finance; March 17, 1997 John D. Reedy Principal Accounting and Financial Officer and Treasurer /s/ Richard A. Coonrod ______________________ Director March 18, 1997 Richard A. Coonrod /s/ Miles E. Efron ______________________ Director March 18, 1997 Miles E. Efron /s/ Arvid C. Knudtson ______________________ Director March 18, 1997 Arvid C. Knudtson /s/ Joseph D. Marshburn ______________________ Director March 18, 1997 Joseph D. Marshburn /s/ Jeffrey J. Michael ______________________ Director March 18, 1997 Jeffrey J. Michael /s/ Maureen B. Bellantoni ______________________ Director March 18, 1997 Maureen B. Bellantoni /s/ Stephen T. Papetti ______________________ Director March 18, 1997 Stephen T. Papetti /s/ Arthur J. Papetti ______________________ Director March 18, 1997 Arthur J. Papetti 7 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ EXHIBITS TO POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________________ MICHAEL FOODS, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS ________________________________________________________________________________ 10 EXHIBIT INDEX 4.1 Michael Foods, Inc. Stock Option Plan for Non-Employee Directors. (previously filed) 4.3 Specimen form of Registrant's Common Stock Certificate (filed as Exhibit 4.1 to the Registrant's Report on Form 8-K dated March 13, 1997 and incorporated herein by reference). 5.2 Opinion of Maun & Simon, PLC, including consent.* 23.2 Consent of Grant Thornton, LLP.* 23.3 Consent of Coopers & Lybrand, L.L.P.* 23.4 Consent of Ernst & Young, LLP.* - --------------- * Filed herewith. EX-5.2 2 OPINION-MAUN SIMON 1 EXHIBIT 5.2 [MAUN & SIMON PLC LETTERHEAD] March 17, 1997 Reply to: Minneapolis Writer's Direct Dial: (612) 904-7402 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street N.W. Washington, D.C. 20549 Re: Michael Foods, Inc. Non-Employee Director Options Gentlemen: We are the attorneys for Michael Foods, Inc., a Minnesota corporation (the "Company"). In such capacity, we have represented the Company in connection with the registration on Form S-8 (the "Registration Statement") of 150,000 shares of the Company's common stock, $.01 par value (the "Shares"). Said Shares will be issued to non-employee directors of the Company upon the exercise of options granted pursuant to the Company's Stock Option Plan for Non-Employee Directors and the Company's previous practice. In rendering this opinion, we have reviewed the Amended and Restated Articles of Incorporation and the Bylaws of the Company, as amended, records and proceedings of the shareholders and Board of Directors of the Company, the Stock Option Plan for Non-Employee Directors of the Company and such other corporate records, certificates and other documents as we have deemed necessary as a basis of the opinion hereinafter expressed. Based upon the foregoing, we are of the opinion that, upon exercise of the options granted for non-employee directors pursuant to the Stock Option Plan for Non-Employee Directors and the Company's previous practice and issuance and sale in the manner described in the Registration Statement and the Plan, the Shares covered by the Registration Statement will be duly and validly issued, fully paid, and nonassessable. We also consent to the use of this opinion in the Registration Statement. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required. Very truly yours, MAUN & SIMON, PLC /s/ Philip T. Colton By:_________________________________ Philip T. Colton a member EX-23.2 3 CONSENT-GRANT THORNTON 1 Exhibit 23.2 We have issued our reports dated February 14, 1996 accompanying the consolidated financial statements and schedule of Michael Foods, Inc. and subsidiaries appearing in the 1995 Annual Report of the Company to shareholders included in the Annual Report on Form 10-K for the year ended December 31, 1995, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. /s/ GRANT THORNTON LLP Minneapolis, Minnesota March 17, 1997 We have issued our reports dated February 15, 1996 accompanying the consolidated financial statements and schedule of North Star Universal, Inc. and subsidiaries included in the Annual Report on Form 10-K for the year ended December 31, 1995, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. /s/ GRANT THORNTON LLP Minneapolis, Minnesota March 17, 1997 We have issued our reports dated February 15, 1996 accompanying the combined financial statements and schedule of ENStar (an operating unit of North Star Universal, Inc. as of such date) included in the North Star Universal, Inc. and subsidiaries Annual Report on Form 10-K for the year ended December 31, 1995, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports. /s/ GRANT THORNTON LLP Minneapolis, Minnesota March 17, 1997 EX-23.3 4 CONSENT-COOPERS & LYBRAND 1 [COOPERS & LYBRAND LETTERHEAD] Exhibit 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Michael Foods, Inc. on Form S-8 (File No. 33-64076) of our report dated October 7, 1996 on our audit of the combined financial statements of the Papetti Companies as of December 31, 1995 and for the year then ended, which report is included on Form 8-K which is incorporated by reference in this Form S-8. /s/ Coopers & Lybrand L.L.P. ____________________________ Coopers & Lybrand L.L.P. Parsippany, New Jersey March 19, 1997 EX-23.4 5 CONSENT-ERNST & YOUNG 1 EXHIBIT 23.4 Consent of Independent Auditors We consent to the use of our report dated May 8, 1996 with respect to the financial statements and schedule of Corvel Corporation included in the post effective amendment No. 1 to the Form S-8 Registration Statement (No. 33-64076) and related Prospectus of Michael Foods, Inc. /S/ Ernst & Young LLP Orange County, California March 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----