-----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, W0Hews4x6HA4L8Fx7bHtHTxCTaPmaEsyywsbPnZGVVQMsppn5DXKIc+eY444GKYh SpI5C95onUFCT0g6gMAaCQ== 0000914062-98-000281.txt : 19981110 0000914062-98-000281.hdr.sgml : 19981110 ACCESSION NUMBER: 0000914062-98-000281 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981109 EFFECTIVENESS DATE: 19981109 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: SEC FILE NUMBER: 333-66987 FILM NUMBER: 98740854 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 7135841390 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 9, 1998 Registration No. 333- 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 PLAN (Full title of the plan) Thomas P. Kurz, General Counsel Sysco Corporation 1390 Enclave Parkway Houston, Texas 77077-2099 (Name and address of agent for service) (281) 584-1390 (Telephone number, including area code, of agent for service) Copy to: B. Joseph Alley, Jr., Esq. Arnall Golden & Gregory, LLP 2800 One Atlantic Center 1201 West Peachtree Street Atlanta, Georgia 30309-3450 (404) 873-8500 Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------------------- Title of securities to Amount to be Proposed maximum offering Proposed maximum Amount of be registered registered price per share aggregate offering registration price fee* - ----------------------------------------------------------------------------------------------------------------------- Common Stock, 400,000 Shares $26.65 $10,662,500 $2,964.18 $1.00 par value - -----------------------------------------------------------------------------------------------------------------------
* Calculated pursuant to Rules 457(c) and 457(h), based upon the average of the high and low prices reported for the Common Stock on November 3, 1998 as quoted on the New York Stock Exchange. -1- 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 Annual Report on Form 10-K for the fiscal year ended June 27, 1998. (b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended September 26, 1998. (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. (d) All documents subsequently filed by the Registrant 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 Company by Arnall Golden & Gregory, LLP, Atlanta, Georgia. Jonathan Golden, the sole stockholder of Jonathan Golden P.C. (a partner of Arnall Golden & Gregory, LLP), is a director of the Registrant. As of November 3, 1998, attorneys with Arnall, Golden & Gregory, LLP beneficially owned an aggregate of approximately 60,000 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. -2- Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. Exhibit No. Exhibit - ----------- ------- 4(a) Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank, as Trustee. (Incorporated by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-3 (No. 333-52897)). 4(b) Form of Subordinated Debt Indenture (Incorporated by reference to Exhibit 4(b) to the Registrant's Registration Statement on Form S-3 (No. 33-60023)). 4(c) First Supplemental Indenture, dated as of June 27, 1995, between Sysco Corporation and First Union National Bank, Trustee, as amended (Incorporated by reference to Exhibit 4(e) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 29, 1996). 4(d) Second Supplemental Indenture, dated as of May 1, 1996, between Sysco Corporation and First Union National Bank, Trustee, as amended (Incorporated by reference to Exhibit 4(f) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 29, 1996). 4(e) Third Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank, Trustee (Incorporated by reference to Exhibit 4(g) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 28, 1997). 4(f) Fourth Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank, Trustee (Incorporated by reference to Exhibit 4(h) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 28, 1997). 4(g) Fifth Supplemental Indenture, dated as of July 27, 1998, between Sysco Corporation and First Union National Bank, Trustee (Incorporated by reference to Exhibit 4(h) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 27, 1998). 5* Opinion of Arnall Golden & Gregory, LLP regarding legality 15* Letter regarding unaudited interim financial information 23(a)* Consent of Arnall Golden & Gregory, LLP (included as part of Exhibit 5 hereto) -3- 23(b)* Consent of Arthur Andersen LLP 24.1* Power of Attorney (included as part of the signature page hereto) 99 Non-Employee Directors Stock Plan (Incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement filed with the Securities and Exchange Commission on September 25, 1998). ------------------ * Filed herewith. 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 paragraph (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 registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. -4- (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) The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such internal financial information. (d) 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 above, 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. -5- 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 November 6, 1998. SYSCO CORPORATION By:/s/ Bill M. Lindig ---------------------------------- Bill M. Lindig, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John F. Woodhouse, Bill M. Lindig and John K. Stubblefield, Jr. and each of them, 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 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 and necessary to be done in and about the premises, 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. PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
Name Title Date ---- ----- ---- /s/ Bill M. Lindig President, Chief Executive Officer and November 6, 1998 -------------------------------- Bill M. Lindig Director (Principal Executive Officer) /s/ John K. Stubblefield, Jr. Senior Vice President, and Chief November 6, 1998 -------------------------------- John K. Stubblefield, Jr. Financial Officer (Principal Financial and Accounting Officer) /s/ John F. Woodhouse Chairman of the Board of Directors November 6, 1998 -------------------------------- John F. Woodhouse /s/ John W. Anderson Director November 6, 1998 -------------------------------- John W. Anderson Director November __, 1998 -------------------------------- Gordon M. Bethune -6- /s/ Colin G. Campbell Director November 6, 1998 ------------------------------- Colin G. Campbell /s/ Charles H. Cotros Director November 6, 1998 ------------------------------- Charles H. Cotros /s/ Judith B. Craven Director November 6, 1998 ------------------------------- Judith B. Craven /s/ Frank A. Godchaux III Director November 6, 1998 ------------------------------- Frank A. Godchaux III /s/ Jonathan Golden Director November 6, 1998 ------------------------------- Jonathan Golden /s/ Richard G. Merrill Director November 6, 1998 ------------------------------- Richard G. Merrill /s/ Frank H. Richardson Director November 6, 1998 ------------------------------- Frank H. Richardson /s/ Phyllis S. Sewell Director November 6, 1998 ------------------------------- Phyllis S. Sewell /s/ Richard J. Schnieders Director November 6, 1998 ------------------------------- Richard J. Schnieders /s/ Arthur J. Swenka Director November 6, 1998 ------------------------------- Arthur J. Swenka /s/ Thomas B. Walker, Jr. Director November 6, 1998 ------------------------------- Thomas B. Walker, Jr.
-7- 594104v2 EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 4(a) Senior Debt Indenture, dated as of June 15, 1995, between Sysco Corporation and First Union National Bank, as Trustee (Incorporated by reference to Exhibit 4(a) to the Registrant's Registration Statement on Form S-3 (No. 333-52897)). 4(b) Form of Subordinated Debt Indenture (Incorporated by reference to Exhibit 4(b) to the Registrant's Registration Statement on Form S-3 (No. 33-60023)). 4(c) First Supplemental Indenture, dated as of June 27, 1995, between Sysco Corporation and First Union National Bank, Trustee, as amended (Incorporated by reference to Exhibit 4(e) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 29, 1996). 4(d) Second Supplemental Indenture, dated as of May 1, 1996, between Sysco Corporation and First Union National Bank, Trustee, as amended (Incorporated by reference to Exhibit 4(f) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 29, 1996). 4(e) Third Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank, Trustee (Incorporated by reference to Exhibit 4(g) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 28, 1997). 4(f) Fourth Supplemental Indenture, dated as of April 25, 1997, between Sysco Corporation and First Union National Bank, Trustee (Incorporated by reference to Exhibit 4(h) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 28, 1997). 4(g) Fifth Supplemental Indenture, dated as of July 27, 1998, between Sysco Corporation and First Union National Bank, Trustee (Incorporated by reference to Exhibit 4(h) to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 27, 1998). 5* Opinion of Arnall Golden & Gregory, LLP regarding legality 15* Letter regarding unaudited interim financial information 23(a)* Consent of Arnall Golden & Gregory, LLP (included as part of Exhibit 5 hereto) 23(b)* Consent of Arthur Andersen LLP 24.1* Power of Attorney (included as part of the signature page hereto) 99 Non-Employee Directors Stock Plan (Incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement filed with the Securities and Exchange Commission on September 25, 1998). - ------------------ * Filed herewith. 594104.2 EX-5 2 OPINION OF ARNALL GOLDEN & GREGORY, LLP Arnall Golden & Gregory, LLP 2800 One Atlantic Center 1201 West Peachtree Street, N.W. Atlanta, Georgia 30309-3450 (404) 873-8500 (404) 873-8501 November 9, 1998 SYSCO CORPORATION 1390 Enclave Parkway Houston, Texas 77077-2027 Re: Form S-8 Registration Statement; Non-Employee Directors Stock Plan Ladies and 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 400,000 shares of the Company's Common Stock, $1.00 par value (the "Shares"), pursuant to the Company's Non-Employee Directors Stock Plan (the "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, or other consideration to be received by the Company, 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. Sincerely, ARNALL GOLDEN & GREGORY, LLP ARNALL GOLDEN & GREGORY, LLP EX-15 3 LETTER OF ARTHUR ANDERSEN LLP November 6, 1998 Sysco Corporation: We are aware that Sysco Corporation has incorporated by reference in its Form S-8 Registration Statement covering the Non-Employee Directors Stock Plan, its Form 10-Q for the quarter ended September 26, 1998, which includes our report dated November 4, 1998, covering the unaudited interim financial information contained therein. Pursuant to Regulation C of the Securities Act of 1933, that report is not considered a part of the registration statement prepared or certified by our firm or a report prepared or certified by our firm within the meaning of Sections 7 and 11 of the Act. Very truly yours, /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP EX-23 4 CONSENT OF ARTHUR ANDERSEN LLP 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 July 28, 1998, included in Sysco Corporation's Form 10-K for the year ended June 27, 1998 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Houston, Texas November 6, 1998 -----END PRIVACY-ENHANCED MESSAGE-----