-----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, C6PveO2lfD4XJv3V8Bu7GRaQFNv2fxem9SDkWtqfnUzeod8KU1rXC2Ti1MZCUn3z lIwMyqfuLzi7kuZRmq4oow== 0000950124-97-001786.txt : 19970327 0000950124-97-001786.hdr.sgml : 19970327 ACCESSION NUMBER: 0000950124-97-001786 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 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 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23949 FILM NUMBER: 97562952 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 1 FORM S-8 1 As filed with the Securities and Exchange Commission on March 25, 1997 Registration No. ___________ ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ 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. 1997 STOCK INCENTIVE PLAN (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) _____________ CALCULATION OF REGISTRATION FEE ============================================================================================ Proposed Maximum Amount of Title of Securities Amount to be Proposed Maximum Aggregate Offering Registration To be Registered Registered Offering Per Share Price Fee Common Stock $.01 par value under 1997 Stock Incentive Plan 1,000,000 shares $10.8125(1) $10,812,500(1) $3276.51(1) ============================================================================================
(In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the registration statement includes all other interests under the Plans which may be deemed securities for purposes of the Securities Act of 1933. No additional fee is payable for the registration of such interests.) (1) The registration statement covers 1,000,000 shares of the registrant's common stock that may be issued pursuant to the Michael Foods, Inc. 1997 Stock Incentive Plan. Pursuant to Rule 457(h), the proposed maximum offering price was estimated solely on the basis of a price of $11.125 per share which was the last reported price quoted for Michael Foods, Inc. common stock on NASDAQ/NMS on March 24, 1997. ________________________________________________________________________________ 2 INTRODUCTION ------------ Michael Foods, Inc. (the "Registrant") hereby registers 1,000,000 shares of its common stock, $.01 par value, which may be issued pursuant to its 1997 Stock Incentive Plan and options granted pursuant thereto. The purpose of the 1997 Stock Incentive Plan is to afford an incentive to key employees of the Registrant and its affiliates to acquire an equity interest in the Registrant, to encourage such employees to increase their efforts on behalf of the Registrant and remain in its employ, and to more closely align the interests of such key employees with those of the Registrant's shareholders. The Registrant approved the 1997 Stock Incentive Plan on March 13, 1997 and the 1997 Stock Incentive Plan will be proposed for ratification by the Registrant's shareholders at the Registrant's next regularly scheduled annual meeting of shareholders. 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 Michael Foods, Inc., a Delaware corporation's ("MFI") 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 2 4 incorporated herein by reference and made a part hereof from the date of filing of such documents without future action by the Registrant. 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 3 5 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 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 Form of Michael Foods, Inc. 1997 Stock Incentive Plan.* 4.2 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). 5.1 Opinion of Maun & Simon, PLC, including consent.* 23.1 Consent of Grant Thornton, LLP.* 23.2 Consent of Coopers & Lybrand, L.L.P.* 23.3 Consent of Ernst & Young, LLP.* - --------------- * Filed herewith. Item 9. Undertakings. (a) Rule 415 Offering. The undersigned Registrant hereby undertakes: 4 6 (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"); (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 5 7 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. 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 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. By: /s/ GREGG A. OSTRANDER ---------------------------------- 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 - ------------------------- Executive Officer Gregg A. Ostrander and Director 6 8 /s/ JOHN D. REEDY Vice President-Finance; March 17, 1997 - -------------------------- Principal Accounting and John D. Reedy 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 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- MICHAEL FOODS, INC. 1997 STOCK INCENTIVE PLAN ________________________________________________________________________________ 10 EXHIBIT INDEX 4.1 Form of Michael Foods, Inc. 1997 Stock Incentive Plan.* 4.2 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). 5.1 Opinion of Maun & Simon, PLC, including consent.* 23.1 Consent of Grant Thornton, LLP.* 23.2 Consent of Coopers & Lybrand, L.L.P.* 23.3 Consent of Ernst & Young, LLP.* - --------------- * Filed herewith. EX-4.1 2 1997 STOCK INCENTIVE PLAN 1 EXHIBIT 4.1 1997 STOCK INCENTIVE PLAN OF MICHAEL FOODS, INC. AND AFFILIATED COMPANIES I. PURPOSE The purpose of the 1997 Stock Incentive Plan (the "Plan") is to afford an incentive to key employees of Michael Foods, Inc. (the "Company") and its affiliates to acquire an equity interest in the Company, to encourage such employees to increase their efforts on behalf of the Company and remain in its employ, and to more closely align the interests of such key employees with those of the Company's shareholders. II. DEFINITIONS As used in the Plan, the following terms shall have the meanings set forth below: A. "Affiliate" shall mean any entity that, directly or through one or more intermediaries, is controlled by the Company. B. "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or other stock-based award granted under the Plan. C. "Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any Award granted under the Plan. D. "Board of Directors" shall mean the board of directors of the Company. E. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. F. "Committee" shall mean the committee appointed by the Board of Directors to administer the Plan pursuant to Section III. If the Board fails to appoint a committee, the Committee shall be the Board of Directors. G. "Common Stock" shall mean common stock, par value $.01, of the Company. 2 H. "Eligible Employee" shall be any key employee, officer, consultant or independent contractor providing services to the Company or an Affiliate as determined by the Committee. I. "Fair Market Value" of Common Stock on any day shall mean the fair market value of the Common Stock determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, for purposes of the Plan, the fair market value of the Common Stock on a given date, if there shall be a public market for the Common Stock, shall be the closing price of the Common Stock as reported by any exchange on which the Common Stock is then traded or the closing price on such date as reported by any generally recognized inter-dealer quotation system. J. "Incentive Stock Option" shall mean a stock option granted under Section VI.A. of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision. K. "Non-Qualified Stock Option" shall mean a stock option granted under Section VI.A. which is not intended to be an Incentive Stock Option. L. "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option. M. "Optionee" shall mean a Participant who is granted an Option. N. "Participant" shall mean an Eligible Employee who has been granted an Option or other Award under the Plan. O. "Performance Award" shall mean any right granted under Section VI.D. of the Plan. P. "Restricted Stock" shall mean any Share granted under Section VI.C. of the Plan. -2- 3 Q. "Restricted Stock Unit" shall mean any unit granted under Section VI.C. of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date. R. "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. S. "Shares" shall mean shares of Common Stock. T. "Stock Appreciation Right" shall mean any right granted under Section VI.B. of the Plan. III ADMINISTRATION The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate the exercisability of Options or the lapse of restrictions relating to Restricted Stock or Restricted Stock Units; (vi) determine whether, to what extent and under what circumstances Awards may be exercised in cash or Shares, or canceled, forfeited or suspended; (vii) determine whether, to what extent, and under what circumstances cash, Shares or other Awards or amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument or agreement relating to, -3- 4 an Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem proper for the administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee whose determination shall be final, conclusive and binding upon any Participant, beneficiary of any Award and any employee of the Company or any Affiliate. IV. SHARES AVAILABLE FOR AWARDS A. SHARES AVAILABLE. Subject to adjustment as provided in Section VII.C., 1,000,000 shares shall be available for granting Awards under the Plan. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited, or if an Award otherwise terminates without delivery of any Shares, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture or termination, shall again be available for granting Awards under the Plan. In addition, any Shares that are used by a Participant as full or partial payment to the Company of the purchase price relating to an Award, or in connection with the satisfaction of tax obligations relating to an Award in accordance with the provisions of Section VIII of the Plan, shall again be available for granting Awards under the Plan. B. ACCOUNTING FOR AWARDS. For purposes of this Section IV, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award -4- 5 or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available to granting Awards under the Plan. V. ELIGIBILITY Employees eligible to participate in the Plan and receive Options and Awards under the Plan shall consist of key employees of the Company and Affiliates as determined by the Committee. VI. AWARD A. OPTIONS. The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine: 1. Exercise Price. The exercise price per Share purchasable under an Option shall be determined by the Committee; provided, however, that such purchase price shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant of such Option. 2. Option Term. The term of each Option shall be fixed by the Committee, but in no event shall the term exceed ten (10) years from the date the Option is granted. 3. Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, other awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the exercise -5- 6 price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made, but in no event shall any Option be exercisable earlier than one year from the date the Option is granted. 4. Transferability of Options. Except as provided below, an Option may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by such Optionee. Notwithstanding the foregoing, the Committee may determine that an Option may be transferred by the Optionee to one or more members of the Optionee's immediate family, to a partnership of which the only partners are members of the Optionee's immediate family, or to a trust established by the Optionee for the benefit of one or more members of the Optionee's immediate family. The Optionee's immediate family shall be limited to the Optionee's spouse, parents, children, grandchildren and the spouses of such persons. No further transfers of an Option may be made beyond the transfers permitted above and a transferred Option shall remain subject to the provisions of the Plan and any Award Agreement evidencing any Award granted under the Plan. 5. Reload Options. The Committee may grant "reload" options separately or together with another Option, pursuant to which, subject to the terms and conditions established by the Committee and any applicable requirements of Rule 16b-3 or any other applicable law, the Participant would be granted a new Option when the payment of the exercise price of a previously -6- 7 granted Option is made by the delivery of Shares of the Company's Common Stock owned by the Participant; or when Shares are tendered or forfeited as payment of the amount to be withheld under applicable income tax laws in connection with the exercise of an Option, which new Option would be an Option to purchase the number of Shares not exceeding the sum of (a) the number of Shares provided as consideration upon the exercise of the previously granted Option to which such "reload" Option relates; and (b) the number of Shares tendered or forfeited as payment of the amount to be withheld under applicable income tax laws in connection with the exercise of the Option to-which such "reload" Option relates. Such "reload" Options shall have a per share exercise price equal to the Fair Market Value as of the date of grant of the new Option. B. STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to grant Stock Appreciation Rights to Participants subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of: (i) the Fair Market Value of one (1) Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall be not less than one hundred percent (100%) of the Fair Market Value of one (1) Share on the date of the grant of the Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Rights shall be as determined by -7- 8 the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate. C. RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine: 1. Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Committee may deem appropriate. 2. Stock Certificates. Any Restricted Stock granted under the Plan shall be evidenced by the issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear the appropriate legend referring to the restrictions applicable to such Restricted Stock. In the case of Restricted Stock Units, no certificates shall be issued at the time such Awards are granted. 3. Forfeitures; Delivery of Shares. Except as otherwise determined by the Committee, upon termination of employment (as determined under criteria -8- 9 established by the Committee), during the applicable restriction period, all shares of Restricted Stock and all Restricted Stock Units at such time subject to restriction, shall be forfeited and reacquired by the Company; provided, however, that the Company may, when it finds that waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. Certificates representing Shares of Restricted Stock that are no longer subject to restriction shall be delivered to the holder thereof promptly after the applicable restrictions lapse or are waived. Upon the lapse or waiver of restrictions and the restricted stock period relating to Restricted Stock Units evidencing the right to receive Shares, certificates for such Shares shall be issued and delivered to the holders of the Restricted Stock Units. D. PERFORMANCE AWARDS. The Committee is hereby authorized to grant Performance Awards to Participants subject to the terms of the Plan and any applicable Award Agreement. A Performance Award granted under the Plan: (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities or Awards or other property; and (ii) shall confer upon the holder the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance period as the Committee may establish. E. OTHER STOCK BASED AWARDS. The Committee is hereby authorized to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to, Shares (including without limitation, -9- 10 securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan; provided, that if at the time of such grant the Company has a class of securities registered under the Securities Exchange Act of 1934, such grants must comply with Rule 16b-3 and applicable laws. The Committee shall determine the terms and conditions of such Awards. In no event shall the purchase price for any Shares purchasable in connection with any such Award be less than one hundred percent (100%) of the Fair Market Value of such Shares or other securities as of the date such purchase right is granted. F. GENERAL PROVISIONS. 1. Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted alone or in addition to, in tandem with or in substitution for any other Award. 2. Form of Payment Under Award. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee may determine (including, without limitation, cash, Shares, other securities, other Awards or other property or any combination thereof). 3. Restrictions. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such transfer restrictions as the Committee -10- 11 may deem advisable under the Plan and any applicable federal or state securities laws, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. VII. AMENDMENT AND TERMINATION; ADJUSTMENT Except to the extent prohibited by applicable law and unless otherwise expressly provided in an award agreement or in the Plan: A. AMENDMENTS TO THE PLAN. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan at any time; provided, however, that without the approval of the shareholders of the Company, no such amendment, alteration, suspension, discontinuation or termination shall be made that, absent such approval: (i) would cause Rule 16b-3 to become unavailable with respect to the Plan; or (ii) would cause the Company to be unable, under the Code, to grant Incentive Stock Options under the Plan. B. AMENDMENTS TO AWARDS. The Committee may waive any condition of, or rights of the Company under any outstanding Award, prospectively or retroactively. The Committee may not alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, without the consent of the Participant or holder or beneficiary thereof, except as otherwise provided herein. C. ADJUSTMENTS. In the event that any dividend or other distribution, whether in the form of cash, Shares, other securities or other property, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-off, spin-off, combination, repurchase or exchange of Shares or other securities of the Company or other similar corporate transaction or event affecting the Shares would be reasonably likely to result in the diminution or enlargement or any of the benefits or potential benefits intended to be made available under the -11- 12 Plan or under an Award, the Committee shall, in such manner as it shall deem equitable or appropriate in order to prevent such diminution or enlargement of any such benefits or potential benefits, adjust any or all of: (i) the number and type of Shares (or other securities or other property) which thereafter may be made the subject of Awards; (ii) the number and type of Shares (or other securities or other property) subject to outstanding awards; and (iii) the purchase or exercise price with respect to any Award; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. D. CORRECTION OF DEFECTS, OMISSIONS AND INCONSISTENCIES. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect. VIII. INCOME TAX WITHHOLDING In order to comply with applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist the Participant in paying all federal and state taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by: (i) electing to have the Company withhold a portion of Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes; or (ii) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of -12- 13 restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined. IX. GENERAL PROVISIONS A. NO RIGHT TO AWARD. No employee, Participant, or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Employees, Participants or holders or beneficiaries of Awards under the Plan. B. DELEGATION. The Committee may delegate to one or more officers of the Company or a committee of such officers the authority, subject to such terms and limitations as the Committee shall determine, to grant awards to key employees who are not officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. C. AWARD AGREEMENTS. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company. D. NO LIMIT ON OTHER COMPENSATION AGREEMENTS. Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements and such arrangements may be either generally applicable or applicable only in specific cases. E. NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be construed as giving the Participant the right to be retained in the employ of the Company or its Affiliates. -13- 14 In addition, the Company or its Affiliates may, at any time, dismiss a Participant from employment. F. GOVERNING LAW. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws of the State of Minnesota without consideration of any conflict of law rules. G. NO TRUST FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payment from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured creditor of the Company. H. NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. X. EFFECTIVE DATE AND TERM Subject to approval by the shareholders of the Company at the regular meeting of shareholders next following approval of the Plan by the Board of Directors of the Company, the Plan shall be effective as of the date of its adoption by the Board of Directors of the Company and shall continue in effect for a period of ten (10) years thereafter unless earlier terminated as provided herein. -14- EX-5.2 3 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. 1997 Stock Incentive Plan 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 up to 1,000,000 shares of the Company's common stock, $.01 par value (the "Shares") to be issued pursuant to the Company's 1997 Stock Incentive Plan. 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 1997 Stock Incentive Plan 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 issuance of shares pursuant to the 1997 Stock Incentive Plan 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 By: /s/ PHILIP T. COLTON --------------------------- Philip T. Colton a member EX-23.1 4 CONSENT - GRANT THORNTON 1 EXHIBIT 23.1 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-23.2 5 CONSENT - COOPERS & LYBRAND 1 [COOPERS & LYBRAND LETTERHEAD] EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Michael Foods, Inc. on Form S-8 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 COOPERS & LYBRAND L.L.P., A REGISTERED LIMITED LIABILITY PARTNERSHIP, IS A MEMBER FIRM OF COOPERS & LYBRAND (INTERNATIONAL). EX-23.3 6 CONSENT - ERNST & YOUNG 1 Exhibit 23.3 Consent of Indpendent 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 Registration Statement (Form S-8) and related Prospectus of Michael Foods, Inc. for the registration of 1,000,000 shares of its common stock. /s/ Ernst & Young LLP Orange County, California March 21, 1997 -----END PRIVACY-ENHANCED MESSAGE-----