As filed with the Securities and Exchange Commission on August 14, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SARA LEE CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 36-2089049
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Three First National Plaza, Suite 4400
Chicago, Illinois 60602-4260
(312) 726-2600
(Address of Principal Executive Offices)
THE EARTHGRAINS COMPANY 1996 STOCK INCENTIVE PLAN
as assumed by Sara Lee Corporation
(Full Title of Plan)
Roderick A. Palmore, Esq.
Senior Vice President, General Counsel and Secretary
Sara Lee Corporation
Three First National Plaza, Suite 4600
Chicago, Illinois 60602-4260
(312) 558-8536
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to maximum offering maximum aggregate Amount of
to be registered be registered price per unit offering price registration fee
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Common Stock, $0.01
par value 1,946,632 (1) $19.125 (2) $37,229,337 (2) $9,308
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Preferred Stock
Purchase Rights (1) (3) (3) (3)
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(1) Also registered hereby are such additional and indeterminable number of
shares of Common Stock and Preferred Stock Purchase Rights ("Rights") as may
become issuable due to adjustments for changes resulting from stock
dividends, stock splits and similar changes.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of 1933,
based upon the average of the high and low sale prices of the Common Stock,
$0.01 par value, of Sara Lee Corporation on the New York Stock Exchange on
August 7, 2001.
(3) Rights are initially carried and traded with the Common Stock of the
Company. Value attributable to such rights, if any, is reflected in the
market price of the Common Stock.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Sara Lee Corporation, a
Maryland corporation (the "Company"), relating to 1,946,632 shares of the
Company's common stock, par value $0.01 per share, issuable to eligible
employees of the Company or its subsidiaries under The Earthgrains Company 1996
Stock Incentive Plan as assumed by the Company.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Note to Part 1 of Form S-8 Pursuant and Rule
424 of the Securities Act of 1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Note to Part 1 of Form S-8 and Rule 424 of
the Securities Act.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated herein by
reference (Commission File No. 1-3344):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended July
1, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
December 30, 2000.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2001.
(e) The description of the Company's Common Stock, $0.01 par value, which
is contained in the Proxy Statement/Prospectus, dated September 9,
1999, filed with the Commission pursuant to the Securities Act, as part
of its Registration Statement on Form S-4 (File No. 333-86707).
(f) The description of the Preferred Stock Purchase Rights contained in the
Company's Registration Statement on Form 8-A, dated March 26, 1998,
filed with the Commission under Section 12 of the Exchange Act of 1934,
as amended (File No. 1-3344), including any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by
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reference into this Registration Statement and to be a part hereof from the
respective dates 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 incorporated or 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.
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by R. Henry Kleeman, Esq., Vice President, Deputy General
Counsel and Assistant Secretary of the Company. Mr. Kleeman owns shares of Sara
Lee common stock, both directly and as a participant in various stock and
employee benefit plans of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 2-418 of the Maryland General Corporation Law permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as material to the cause of action. The
Company's charter contains such a provision, which eliminates directors' and
officers' liability to the maximum extent permitted by Maryland law.
The Company's charter authorizes it and its bylaws obligate it, to the
maximum extent permitted by Maryland law, to indemnify any present or former
director or officer of the Company or any subsidiary of the Company, or any
individual who, while a director or officer of the Company and at the request of
the Company, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise as a director,
officer, partner or trustee from and against any claim or liability to which
that person may become subject or which that person may incur by reason of his
or her service in such capacity and to pay or reimburse their reasonable
expenses in advance of final disposition of a proceeding. The charter and
bylaws also permit the Company to indemnify and advance expenses to any person
who served a predecessor of the Company in any of the capacities described above
and any employee or agent of the Company or a predecessor of the Company.
Maryland law requires a corporation (unless its charter provides otherwise,
which the Company's charter does not) to indemnify a director or officer who has
been successful in the defense of any proceeding to which he is made a party by
reason of his service in that capacity. Maryland law permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to the proceeding and (1) was committed in bad faith
or (2) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services or (c) in the case of any criminal proceeding, the director or officer
had reasonable cause to believe that the act or omission was unlawful. However,
under Maryland law, a Maryland corporation may not indemnify for an adverse
judgment in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless in
either case
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a court orders indemnification and then only for expenses. In addition, Maryland
law permits a corporation to advance reasonable expenses to a director or
officer upon the corporation's receipt of (a) a written affirmation by the
director officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the corporation and (b) a written
undertaking by him or on his behalf to repay the amount paid or reimbursed by
the corporation if it is ultimately determined that the standard of conduct was
not met.
In addition to the above, the Company also maintains indemnity insurance
pursuant to which officers and directors are indemnified or insured against
liability or loss under certain circumstances, which may include liability or
related loss under the Securities Act and the Exchange Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS.
A list of exhibits included as part of this Registration Statement is set
forth in the Exhibit Index appearing elsewhere herein and is incorporated herein
by reference.
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. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective 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) do not apply if the
registration statement is on Form S-3, Form S-8 or Form S-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
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(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 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 foregoing provisions, 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
Securities Act of 1933 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
Securities Act of 1933 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 Chicago, State of Illinois, on this 13th day of
August, 2001.
SARA LEE CORPORATION
By: /s/ Roderick A. Palmore
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Roderick A. Palmore
Senior Vice President, General Counsel
and Secretary
KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roderick A. Palmore and R. Henry Kleeman, and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, for him or her and in his or her 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, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming that all that said attorneys-in-fact and agents, or any
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of them or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
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 this 13th day of August, 2001.
Signature Title
/s/ John H. Bryan Chairman of the Board
John H. Bryan
/s/ C. Steven McMillan President, Chief Executive Officer and
C. Steven McMillan Director
/s/ Frank L. Meysman Executive Vice President and Director
Frank L. Meysman
/s/ Cary D. McMillan Executive Vice President, Chief
Cary D. McMillan Financial and Administrative Officer
and Director
/s/ Wayne R. Szypulski Senior Vice President and Controller
Wayne R. Szypulski
/s/ Paul A. Allaire Director
Paul A. Allaire
/s/ Frans H.J.J. Andriessen Director
Frans H.J.J. Andriessen
/s/ Duane L. Burnham Director
Duane L. Burnham
/s/ Charles W. Coker Director
Charles W. Coker
/s/ James S. Crown Director
James S. Crown
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/s/ Willie D. Davis Director
Willie D. Davis
/s/ Vernon E. Jordan, Jr. Director
Vernon E. Jordan, Jr.
/s/ James L. Ketelsen Director
James L. Ketelsen
/s/ Hans B. van Liemt Director
Hans B. van Liemt
/s/ Joan D. Manley Director
Joan D. Manley
/s/ Rozanne L. Ridgway Director
Rozanne L. Ridgway
/s/ Richard L. Thomas Director
Richard L. Thomas
/s/ John D. Zeglis Director
John D. Zeglis
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INDEX TO EXHIBITS
Exhibit Number Description
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4.1 Articles of Restatement of Charter of the Company, dated April
9, 1990 (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-8 (No. 33-35760)
filed with the Commission on July 6, 1990)
4.2 Articles Supplementary to the Charter of the Company, dated
May 18, 1990 (incorporated by reference to Exhibit 4.2 of the
Company's Registration Statement on Form S-8 (No. 33-37575)
filed with the Commission on November 1, 1990)
4.3 Articles Supplementary to the Charter of the Company, dated
October 30, 1992 (incorporated by reference to Exhibit 3(a) of
the Company's Annual Report on Form 10-K for the fiscal year
ended July 2, 1994 (File No. 1-3334))
4.4 Articles of Amendment of Charter of the Company, dated
November 19, 1998 (incorporated by reference to Exhibit 3(a)2
of the Company's Annual Report on Form 10-K for the fiscal
year ended July 3, 1999 (File No. 1-3334))
4.5 Articles Supplementary to the Charter of the registrant, dated
January 7, 1999 (incorporated by reference to Exhibit 3(a)3 of
the Company's Annual Report on Form 10-K for the fiscal year
ended July 3, 1999 (File No. 1-3334))
4.6 Amended By-laws of the Company, dated April 27, 2000
(incorporated by reference to Exhibit 3(b) of the Company's
Annual Report on Form 10-K for the fiscal year ended July 1,
2000 (File No. 1-3344))
4.7 Stockholder Rights Agreement, dated March 26, 1998, between
the Company and First Chicago Trust Company of New York, as
Rights Agent (incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form 8-A filed with the
Commission on May 19, 1998 (File No. 1-3344))
*5 Opinion of R. Henry Kleeman, Esq., Vice President, Deputy
General Counsel and Assistant Secretary
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of R. Henry Kleeman, Esq. (included in Exhibit 5)
*24 Powers of Attorney (included on signature page to this
Registration Statement)
99.1 The Earthgrains Company Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 of the Earthgrains Company Annual
Report on Form 10-K for the fiscal year ended March 27, 2001
(File No. 001-7554))
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*Filed herewith.