-----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, BDAfT9WTFOgrTlCV+IVsAjfwgqgLedfdIBJwkosOcqsgwe1LR41+CUZYy+eoHzgN Ii7WpT1ucqV1Zb6kn3ubcg== 0000914062-96-000028.txt : 19960229 0000914062-96-000028.hdr.sgml : 19960229 ACCESSION NUMBER: 0000914062-96-000028 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960228 EFFECTIVENESS DATE: 19960318 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSCO CORP CENTRAL INDEX KEY: 0000096021 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 741648137 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-01259 FILM NUMBER: 96527259 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 7135841390 S-8 1 FORM S-8 REGISTRATION NO. 33-____ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SYSCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 71-1648137 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1390 Enclave Parkway, Houston, Texas 77077-2099 (Address of Principal Executive Offices) (Zip Code) Sysco Corporation Non-Employee Directors Stock Option Plan (Full title of the plan) Thomas P. Kurz, General Counsel Sysco Corporation 1390 Enclave Parkway Houston, Texas 77077-2027 (Name and address of agent for service) (713) 584-1390 (Telephone number, including area code, of agent for service) Copies to: Jonathan Golden, Esq. Arnall Golden & Gregory 1201 West Peachtree Street 2800 One Atlantic Center Atlanta, Georgia 30309-3400 (404) 873-8500 Calculation of Registration Fee* _________________________________________________________________ Proposed Proposed Title of maximum maximum securities Amount offering aggregate Amount of to be to be price offering registration registered registered per share price fee _________________________________________________________________ Common Stock, $1.00 par 200,000 $33.1875 $6,637,500 $2,288.80 value shares * Calculated pursuant to Rule 457(h), based upon the average of the high and low prices reported for the Common Stock on the New York Stock Exchange on February 23, 1996. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents are incorporated by reference in the Registration Statement: (a) The registrant's report on Form 10-K for the fiscal year ended July 1, 1995. (b) All other reports filed by the registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year ended July 1, 1995. (c) The description of the registrant's Common Stock contained in the registrant's registration statement filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description. All documents filed by the registrant subsequent to the date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of Common Stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Certain legal matters will be passed upon for the registrant by Arnall Golden & Gregory, Atlanta, Georgia. Jonathan Golden, the sole stockholder of Jonathan Golden P.C. (a partner of Arnall Golden & Gregory), is a director of the registrant. As of the date hereof, attorneys with Arnall Golden & Gregory beneficially own an aggregate of 25,340 shares of the registrant's Common Stock. Item 6. Indemnification of Directors and Officers. The registrant is a Delaware corporation. Section 145 of the Delaware General Corporation Law provides for indemnification of officers, directors and other persons for losses and expenses incurred under certain circumstances. The registrant's Restated Certificate of Incorporation provides for indemnification to the fullest extent permitted by Section 145 of the Delaware General Corporation Law. Pursuant to the registrant's By-laws, the registrant maintains insurance on behalf of, and may indemnify, officers, directors, employees and agents of the registrant against any liability asserted against them or incurred by them in any such capacity, or arising out of their status as such. In addition, the registrant has entered into indemnification agreements with certain of its officers and directors. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following Exhibits are furnished as part of this Registration Statement: EXHIBITS EXHIBIT NO. DESCRIPTION 5 Opinion of Arnall Golden & Gregory regarding legality 24(a) Consent of Arnall Golden & Gregory (included as part of Exhibit 5 hereto) 24(b) Consent of Arthur Andersen LLP 25 Power of Attorney (contained on signature page) Item 9. Undertakings. (a) 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; (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 paragraphs (a)(1) (i) and (a)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs 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 Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, 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 proceedings) 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 Houston, State of Texas on February 23, 1996. SYSCO CORPORATION By: Bill M. Lindig Bill M. Lindig ------------------- Bill M. Lindig President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Bill M. Lindig and John K. Stubblefield, Jr., and each of them individually, his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such individual and in such person's name, place and stead, 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 all documents in connection therewith, with the Securities and Exchange Commission, granting each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the substitutes of said attorney-in-fact and agent, 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 set forth below and on the date indicated above. PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS: Bill M. Lindig President, Chief Executive Officer - ------------------------- and Director (principal executive Bill M. Lindig officer) John K. Stubblefield, Jr. Senior Vice President and Chief - ------------------------- Financial Officer (principal John K. Stubblefield, Jr. financial and accounting officer) John F. Woodhouse Chairman of the Board of Directors - ------------------------- John F. Woodhouse John W. Anderson Director - ------------------------- John W. Anderson John F. Baugh Director - ------------------------- John F. Baugh Colin G. Campbell Director - ------------------------- Colin G. Campbell Charles H. Cotros Director - ------------------------- Charles H. Cotros Frank A. Godchaux III Director - ------------------------- Frank A. Godchaux III Jonathan Golden Director - ------------------------- Jonathan Golden Donald J. Keller Director - ------------------------- Donald J. Keller Richard G. Merrill Director - ------------------------- Richard G. Merrill Donald H. Pegler, Jr. Director - ------------------------- Donald H. Pegler, Jr. Frank H. Richardson Director - ------------------------- Frank H. Richardson Phyllis S. Sewell Director - ------------------------- Phyllis S. Sewell Arthur J. Swenka Director - ------------------------- Arthur J. Swenka Thomas B. Walker, Jr. Director - ------------------------- Thomas B. Walker, Jr. EX-5 2 OPINION OF COUNSEL ARNALL GOLDEN & GREGORY 1201 West Peachtree Street 2800 One Atlantic Center Atlanta, Georgia 30309-3400 February 28, 1996 SYSCO CORPORATION 1390 Enclave Parkway Houston, Texas 77077-2027 Re: Form S-8 Registration Statement Gentlemen: We have acted as counsel to Sysco Corporation, a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), relating to an offer by the Company of up to 200,000 shares of the Company's Common Stock, $1.00 par value (the "Shares"), pursuant to the Company's Non-Employee Directors Stock Option Plan ("Plan"). In acting as counsel to the Company, we have examined and relied upon such corporate records, documents, certificates and other instruments and examined such questions of law as we have considered necessary or appropriate for the purposes of this opinion. In addition, we assume that the purchase price per Share will, in all cases, equal or exceed the par value of a Share. Based upon and subject to the foregoing, we advise you that in our opinion the Shares to be sold pursuant to and in accordance with the Plan have been duly and validly authorized and will, upon receipt in full of the purchase price provided in the Plan and upon issuance pursuant to a current prospectus in conformity with the Act, be legally issued, fully paid and non- assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption "Interests of Named Experts and Counsel" contained therein and elsewhere in the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, ARNALL GOLDEN & GREGORY ARNALL GOLDEN & GREGORY EX-23.(B) 3 ACCOUNTANTS' CONSENT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated August 2, 1995, included in Sysco Corporation's Form 10-K for the year ended July 1, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas February 28, 1996 -----END PRIVACY-ENHANCED MESSAGE-----