-----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, Riyt/6gBl/6jQ1xURSQNd47XL522wtTXndI4P+bwTufHnTePU6hZbHeh8Zv3xzAL wjJe3UQhiRRngWrQqWuEPA== 0000927016-96-000708.txt : 19960805 0000927016-96-000708.hdr.sgml : 19960805 ACCESSION NUMBER: 0000927016-96-000708 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960802 EFFECTIVENESS DATE: 19960821 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPTA FOOD INGREDIENTS INC /DE CENTRAL INDEX KEY: 0000883326 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 043117634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-09491 FILM NUMBER: 96603269 BUSINESS ADDRESS: STREET 1: 25 WIGGINS AVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 6172765100 MAIL ADDRESS: STREET 1: 25 WIGGINS AVENUE CITY: BEDFORD STATE: MA ZIP: 01730 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 2, 1996 Registration No. 333- ___________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 Registration Statement Under The Securities Act Of 1933 OPTA FOOD INGREDIENTS, INC. --------------------------- (Exact name of Registrant as specified in its charter) ------------------------------------------------------ Delaware 04-3117634 ----------------------- ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 25 Wiggins Avenue, Bedford, Massachusetts 01730 ----------------------------------------------- (Address of Principal Executive Offices) OPTA FOOD INGREDIENTS, INC. 1992 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN -------------------------------------------------------- (Full title of the plan) ------------------------ Thomas J. Trometer, Vice President-Finance Opta Food Ingredients, Inc. 25 Wiggins Avenue Bedford, MA 01730 ----------------- (Name and address of agent for service) (617) 276-5100 -------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Maximum Securities to be Amount to be Maximum Offering Aggregate Amount of Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee - ------------------ -------------- ------------------- --------------------------- ---------------- Common Stock, $.01 par value 250,000 $8.00 $2,000,000.00 $689.66 - --------------------------------------------------------------------------------------------------------
(1) Subject to adjustment in accordance with certain anti-dilution and other provisions of the 1992 Employee, Director and Consultant Stock Option Plan (the "Plan"). Accordingly, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers, in addition to the number of shares stated above, an indeterminable number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions. (2) This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions of Rule 457(h) under the Securities Act on the basis of the average high and low sale prices per share on the Nasdaq National Market System as of a date (July 29, 1996) within 5 business days prior to filing this Registration Statement. PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the "Commission"), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock of Opta Food Ingredients, Inc. (the "Registrant") pursuant to the Plan. PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT In accordance with instructional Note E to Form S-8, the information specified by Items 4, 5, 6, 7 and 9 of the Registrant's Registration Statement on Form S-8, Registration Number 33-65406, are hereby incorporated herein by reference. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Commission are incorporated herein by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (Commission File Number 0-19811). (b) The Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1996 (Commission File Number 0-19811). (c) The Registrant's current reports on From 8-K dated May 16, 1996, and June 4, 1996 (Commission File Number 0-19811). (d) The description of the Common Stock filed with the Commission included in the Registrant's Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed with the Commission on January 23, 1992, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities covered by this Registration Statement have been sold or which deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. -2- ITEM 8. EXHIBITS. Exhibit No. Description - ----------- ----------- (4.1) Form of Common Stock Certificate (previously filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, Registration No. 33- 45700, as amended, and incorporated herein by reference). (4.2) Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-8, Registration No. 33-93518, and incorporated herein by reference). -3- (4.3) Restated By-Laws of the Registrant (previously filed as Exhibit 3.4 to the Registrant's Registration Statement on Form S-1, Registration No. 33-45700, as amended, and incorporated herein by reference). (5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with respect to the legality of the original issuance of securities being registered (filed herewith). (23.1) Consent of Price Waterhouse LLP (filed herewith). (23.2) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5). (24) Power of Attorney to file future amendments (included in the signature page of this Registration Statement). -4- SIGNATURES The Registrant. 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 Bedford, Massachusetts, on July 18, 1996. OPTA FOOD INGREDIENTS, INC. By: /s/ Lewis C. Paine, III ----------------------- Lewis C. Paine, III President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lewis C. Paine, III, and Thomas J. Trometer, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or 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. /s/ Lewis C. Paine, III President, Chief Executive July 18, 1996 - ----------------------------------- Officer and Director Lewis C. Paine, III [Principal Executive Officer] /s/ Thomas J. Trometer Vice President-Finance July 31, 1996 - ----------------------------------- and Treasurer [Principal Thomas J. Trometer Financial and Accounting Officer] /s/ A.S. Clausi Director July 18, 1996 - ----------------------------------- A.S. Clausi /s/ Anthony B. Evnin Director July 31, 1996 - ----------------------------------- Anthony B. Evnin Director July , 1996 - ----------------------------------- Harry Fields
-5- /s/ Christopher F.O. Gabrieli Director July 31, 1996 - ----------------------------------- Christopher F.O. Gabrieli Director July , 1996 - ----------------------------------- Akiva T. Gross /s/ Glynn C. Morris Director July 18, 1996 - ----------------------------------- Glynn C. Morris /s/ Charles W. Newhall, III Director July 31, 1996 - ----------------------------------- Charles W. Newhall, III
-6- EXHIBITS Exhibit No. Description - ----------- ----------- (4.1) Form of Common Stock Certificate (previously filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, Registration No. 33- 45700, as amended, and incorporated herein by reference). (4.2) Amended and Restated Certificate of Incorporation of the Registrant (filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-8, Registration No. 33-93518, and incorporated herein by reference). (4.3) Restated By-Laws of the Registrant (previously filed as Exhibit 3.4 to the Registrant's Registration Statement on Form S-1, Registration No. 33- 45700, as amended, and incorporated herein by reference). (5) Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., with respect to the legality of the original issuance of securities being registered (filed herewith at page 7). (23.1) Consent of Price Waterhouse LLP (filed herewith at page 9). (23.2) Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5). (24) Power of Attorney to file future amendments (included in the signature page of this Registration Statement). EX-5 2 OPINION OF MINTZ, LEVIN, COHN, FERRIS, GLOVSKY & POPEO EXHIBIT 5 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 701 Pennsylvania Avenue, N.W. Telephone: 617/542-6000 Washington, D.C. 20004 Telex: 94-0198 Telephone: 202/434-7300 Fax: 617/542-2241 Fax: 202/434-7400
Direct Dial Number July 31, 1996 Opta Food Ingredients, Inc. 25 Wiggins Avenue Bedford, Massachusetts 01730 Ladies and Gentlemen: This opinion is furnished to you in connection with the filing by Opta Food Ingredients, Inc. (the "Company") with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, amended. You have requested our opinion concerning the status under Delaware law of the 250,000 shares (the "Shares") of the Company's common stock, par value $.01 per share (the "Common Stock"), which are being registered under the Registration Statement for issuance by the Company pursuant to the terms of the Opta Food Ingredients, Inc. 1992 Employee, Director and Consultant Stock Option Plan, as amended (the "Plan"). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement. In that connection, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: 1. the Amended and Restated Certificate of Incorporation of the Company as presently in effect; 2. the By-Laws of the Company as presently in effect; 3. certain resolutions adopted by the Company's Board of Directors and Stockholders; 4. the Plan; and 5. the Registration Statement and the exhibits thereto. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. We have also assumed that: (i) all of the Shares will be issued for the consideration permitted under the Plan as currently in effect, and none of such Shares will be issued for less than $.01; (ii) all actions required to be taken under the Plan by the Compensation Committee and the Board of Directors of the Company will be taken by the Compensation Committee and the Board of Directors of the Company respectively; and (iii) at the time of the exercise of the options under the Plan, the Company shall continue to have sufficient authorized and unissued shares of Common Stock reserved for issuance thereunder. Based upon and subject to the foregoing, we are of the opinion that, upon the issuance of the Shares under the Plan as provided therein, each such Share will be duly authorized, validly issued, fully paid and non-assessable. Our opinion is limited to the General Corporation Laws of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or "blue sky" laws of any state or any foreign jurisdiction. We understand that you wish to file this opinion as an exhibit to the Registration Statement, and we hereby consent thereto. We hereby further consent to all references to us in the Registration Statement. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. EX-23.1 3 CONSENT OF PRICE WATERHOUSE EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 7, 1996 appearing on page F-1 of Opta Food Ingredients, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1995. PRICE WATERHOUSE LLP Boston, Massachusetts July 30, 1996 -----END PRIVACY-ENHANCED MESSAGE-----