S-8

As filed with the Securities and Exchange Commission on February 17, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IMPERIAL SUGAR COMPANY

(Exact name of registrant as specified in its charter)

Texas	74-0704500
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Imperial Square 8016 Highway 90-A Sugar Land, Texas	77478
(Address of Principal Executive Offices)	(Zip Code)

IMPERIAL SUGAR COMPANY

LONG TERM INCENTIVE PLAN

(Full title of the plan)

William F. Schwer

Senior Vice President and General Counsel

Imperial Sugar Company

One Imperial Square

8016 Highway 90-A

Sugar Land, Texas 77478

(Name and address of agent for service)

(281) 491-9181

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of Registration Fee
Common Stock, without par value (3)	600,000	$	20.90	$	12,540,000	$	1,342

(1) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers such indeterminate number of additional shares as may become issuable under the plan as a result of the antidilution provisions of the plan.

(2) Estimated pursuant to Rules 457(c) and (h) solely for purpose of computing the registration fee and based on the average of the high and low sales prices of the Common Stock reported on the NASDAQ National Market on February 14, 2006.

(3) Includes the associated rights to purchase Series A Junior Participating Preferred Stock, which initially are attached to and trade with the shares of Common Stock being registered hereby.

EXPLANATORY NOTE

In January 2003, Imperial Sugar Company, a Texas corporation (“Imperial”), filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (File No. 333-102876) with respect to an aggregate of 1,234,568 shares of Imperial common stock, without par value (“Common Stock”), issuable in accordance with the terms of the Imperial Sugar Company Long Term Incentive Plan, which the shareholders of Imperial amended effective February 28, 2003 to increase the number of shares of Common Stock subject to the Plan by 450,000 shares (as amended and restated, the “Plan”). The Company registered the additional 450,000 shares on a Form S-8 (File No. 333-105160) filed with the Commission on May 12, 2003. On December 7, 2004, Imperial’s Board of Directors approved an amendment to the Plan to increase the number of shares of Common Stock subject to the Plan by 600,000 shares, subject to approval by the shareholders. At the annual meeting of shareholders of Imperial held on February 1, 2005, the shareholders of Imperial also approved the amendment to the Plan. Accordingly, this Registration Statement is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, to register the 600,000 additional shares of Common Stock. The contents of Registration Statements Nos. 333-102876 and 333-105160 are incorporated herein by this reference, and all required opinions and consents are filed as exhibits to this Registration Statement.

EXPERTS

The consolidated financial statements and management’s report on the effectiveness of internal control over financial reporting incorporated in this Registration Statement by reference from Imperial’s Annual Report on Form 10-K for the year ended September 30, 2005 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

Item 8. Exhibits

Exhibit Number	Document Description
4.1	–Amended and Restated Articles of Incorporation of Imperial (incorporated by reference to Exhibit 3.1 of Imperial’s Current Report on Form 8-K dated September 12, 2001, File No. 001-10307).
4.2	–Articles of Amendment dated February 28, 2002, to the Amended and Restated Articles of Incorporation of Imperial (incorporated by reference to Exhibit 3(a)(2) of Imperial’s Annual Report on Form 10-K for the year ended September 30, 2002, File No. 001-10307).
4.3	–Amended and Restated Bylaws of Imperial (incorporated by reference to Exhibit 3.2 of Imperial’s Current Report on Form 8-K dated September 12, 2001, File No. 001-10307).
4.4	–Rights Agreement dated as of December 31, 2002 between Imperial and The Bank of New York, as Rights Agent, which includes as Exhibit A the form of Statement of Resolution Establishing Series of Shares designated Series A Junior Participating Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the summary of Rights to purchase units representing one-hundredth of a share of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4(a) of Imperial’s Annual Report on Form 10-K for the year ended September 30, 2002, File No. 001-10307).
4.5	–Amended and Restated Imperial Sugar Company Long Term Incentive Plan (incorporated by reference to Exhibit 4.6 of Imperial’s Registration Statement on Form S-8 dated May 12, 2003, File No. 333-105160).
*4.6	–First Amendment to Amended and Restated Imperial Sugar Company Long Term Incentive Plan.
*5.1	–Opinion of Baker Botts L.L.P.
*23.1	–Consent of Deloitte & Touche LLP.
*23.2	–Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).
*24.1	–Powers of Attorney (included on the signature page of the Registration Statement).

* Filed herewith.

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 Sugar Land, State of Texas, on February 17, 2006.

IMPERIAL SUGAR COMPANY
By:	/s/ ROBERT A. PEISER
	Robert A. Peiser
	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below appoints Robert A. Peiser, President and Chief Executive Officer of Imperial, H. P. Mechler, Senior Vice President and Chief Financial Officer of Imperial, and William F. Schwer, Senior Vice President and General Counsel of Imperial, and each of them, severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, each of whom shall be authorized to act with or without the other, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in his capacity as a director or officer or both, as the case may be, of Imperial, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and all documents or instruments necessary or appropriate to enable Imperial to comply with the Securities Act of 1933 as amended, and to file the same with the Commission, with full power and authority to each of said attorneys-in-fact and agents to do and perform in the name and on behalf of each such director or officer, or both, as the case may be, each and every act whatsoever that is necessary, appropriate or advisable in connection with any or all of the above-described matters and 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 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 indicated and on February 17, 2006.

Signature	Title
/s/ ROBERT A. PEISER Robert A. Peiser	Director, President and Chief Executive Officer     (Principal Executive Officer)
/s/ H. P. MECHLER H. P. Mechler	Senior Vice President and Chief Financial Officer     (Principal Financial Officer and Principal Accounting Officer)
/s/ JAMES J. GAFFNEY James J. Gaffney	Chairman of the Board of Directors
/s/ CURTIS G. ANDERSON Curtis G. Anderson	Director
/s/ GAYLORD O. COAN Gaylord O. Coan	Director
/s/ YVES-ANDRE ISTEL Yves-Andre Istel	Director
/s/ ROBERT J. MCLAUGHLIN Robert J. McLaughlin	Director
/s/ DAVID C. MORAN David C. Moran	Director
/s/ JOHN K. SWEENEY John K. Sweeney	Director

Exhibit Number	Document Description
4.1	–Amended and Restated Articles of Incorporation of Imperial (incorporated by reference to Exhibit 3.1 of Imperial’s Current Report on Form 8-K dated September 12, 2001, File No. 001-10307).
4.2	–Articles of Amendment dated February 28, 2002, to the Amended and Restated Articles of Incorporation of Imperial (incorporated by reference to Exhibit 3(a)(2) of Imperial’s Annual Report on Form 10-K for the year ended September 30, 2002, File No. 001-10307).
4.3	–Amended and Restated Bylaws of Imperial (incorporated by reference to Exhibit 3.2 of Imperial’s Current Report on Form 8-K dated September 12, 2001, File No. 001-10307).
4.4	–Rights Agreement dated as of December 31, 2002 between Imperial and The Bank of New York, as Rights Agent, which includes as Exhibit A the form of Statement of Resolution Establishing Series of Shares designated Series A Junior Participating Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to purchase units representing one-hundredth of a share of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 4(a) of Imperial’s Annual Report on Form 10-K for the year ended September 30, 2002, File No. 001-10307).
4.5	–Amended and Restated Imperial Sugar Company Long Term Incentive Plan (incorporated by reference to Exhibit 4.6 of Imperial’s Registration Statement on Form S-8 dated May 12, 2003, File No. 333-105160).
*4.6	–First Amendment to Amended and Restated Imperial Sugar Company Long Term Incentive Plan.
*5.1	–Opinion of Baker Botts L.L.P.
*23.1	–Consent of Deloitte & Touche LLP.
*23.2	–Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).
*24.1	–Powers of Attorney (included on the signature page of the Registration Statement).

* Filed herewith.

EX-4.6

Exhibit 4.6

FIRST AMENDMENT TO IMPERIAL SUGAR COMPANY

LONG TERM INCENTIVE PLAN

(As Amended and Restated, Effective January 10, 2003)

Pursuant to the terms and provisions of Article Twelve of the Imperial Sugar Company Long-Term Incentive Plan as Amended and Restated, Effective January 10, 2003 (the “Plan”), Imperial Sugar Company (the “Company”) hereby adopts the following First Amendment to the Plan. All terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

W I T N E S S E T H:

WHEREAS, on December 7, 2004, the Board of Directors (“Board”) approved and submitted to the shareholders for approval an amendment to the Plan to increase the number of shares of Common Stock of the Company available for issuance to certain key employees or Non-employee directors under the Plan by 600,000 shares (“Proposed Amendment”);

WHEREAS, the shareholders approved the Proposed Amendment on February 1, 2005, the date of the Annual Meeting of Shareholders;

NOW, THEREFORE, at the direction of the Board and shareholders of the Company, the Plan is hereby amended as follows:

Sections 1.1 and 4.1 of the Plan are hereby amended in their entirety by substituting the following therefore:

Section 1.1 Plan. This Imperial Sugar Company Long Term Incentive Plan (“Plan”) was adopted by Imperial Sugar Company (the “Company”) in accordance with and subject to the terms and conditions of the Company’s Second Amended and Restated Joint Plan of Reorganization (the “Plan of Reorganization”) in Case No. 01-00140-01-00176 before the United States Bankruptcy Court for the District of Delaware to reward certain key employees, who provide services to or for the Company or its Subsidiaries and Nonemployee Directors of the Company. Thereafter, on January 10, 2003, the Executive Compensation Committee of the Board of Directors of the Company approved a proposed amendment of the Plan to increase the number of shares of Common Stock of the Company available for issuance to certain key employees and Nonemployee Directors under the Plan by 450,000 shares, subject to shareholder approval. The Company’s shareholders approved such increase in the aggregate number of shares of Common Stock of the Company available for issuance under the Plan at the Company’s Annual Meeting of Shareholders held on February 28, 2003. On December 7, 2004, the Board of Directors of the Company approved a proposed amendment of the Plan to increase the number of shares of Common Stock of the Company available for issuance to certain key employees and Nonemployee Directors under the Plan by 600,000 shares, subject to shareholder approval. The Company’s shareholders approved such increase in the aggregate number of shares of Common Stock of the Company available for issuance under the Plan at the Company’s Annual Meeting of Shareholders held on February 1, 2005.

Section 4.1 Maximum Number of Shares Available for Awards. Subject to the provisions of Article Fifteen, there shall be available for Awards under this Plan granted wholly or partly in Common Stock (including rights or options that may be exercised for or settled in Common Stock) an aggregate of 2,284,568 shares of Common Stock. The number of shares of Common Stock that are the subject of Awards under this Plan, if forfeited or terminated, unexercised upon expiration, are settled in cash in lieu of Common Stock or in a manner such that all or some of the shares covered by an Award are not issued to a Participant, or if exchanged for Awards that do not involve Common Stock, shall again immediately become available for Awards hereunder. The Committee may from time to time adopt and observe such procedures concerning the counting of shares against the Plan maximum as it may deem appropriate. The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

Each amendment made by this First Amendment to the Plan has been effected in conformity with the provisions of the Plan. Except as expressly amended by the terms of this First Amendment, the Plan as in existence prior to the effectiveness of this First Amendment shall remain in full force and effect.

Date: February 1, 2005

IMPERIAL SUGAR COMPANY

/s/ Robert A. Peiser

Robert A. Peiser, President and Chief Executive Officer

EX-5.1

Exhibit 5.1

	ONE SHELL PLAZA	AUSTIN
	910 LOUISIANA	DALLAS
	HOUSTON, TEXAS	DUBAI
	77002-4995	HONG KONG
		HOUSTON
	TEL +1	LONDON
	713.229.1234	MOSCOW
	FAX +1	NEW YORK
	713.229.1522	RIYADH
	www.bakerbotts.com	WASHINGTON

February 17, 2006

Imperial Sugar Company

One Imperial Square

8016 Highway 90-A

Sugar Land, Texas 77478

Ladies and Gentlemen:

As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Imperial Sugar Company, a Texas corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to up to 600,000 shares (the “Shares”) of Common Stock of the Company, without par value, issuable pursuant to the Imperial Sugar Company Long Term Incentive Plan, as Amended and Restated effective January 10, 2003 (the “Restated Plan”), and as further amended by the First Amendment to the Restated Plan dated February 1, 2005 (collectively, the “Plan”), we are passing upon certain legal matters in connection with the Shares. At your request, we are furnishing this opinion to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined (i) the originals, or copies certified or otherwise identified, of the Plan, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company, each as amended to date, and (ii) the originals, or copies certified or otherwise identified, of corporate records of the Company, including minute books of the Company as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates.

We have assumed that all signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that when issued by the Company pursuant to the provisions of the Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof as provided in and in accordance with the Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company. Upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any

February 17, 2006

requisite determinations by or pursuant to the authority of the Board of Directors or a duly constituted and acting committee thereof as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ BAKER BOTTS L.L.P.

2

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated December 13, 2005, relating to the consolidated financial statements of Imperial Sugar Company and its subsidiaries and management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Imperial Sugar Company for the year ended September 30, 2005 and the reference to us under the heading “Experts” in this Registration Statement.

DELOITTE & TOUCHE LLP

Houston, Texas

February 17, 2006