As filed with the Securities and Exchange Commission on August 14 , 2001
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
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Maryland 36-2089049
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(State of incorporation) (I.R.S. Employee Identification No.)
Three First National Plaza, Suite 4400
Chicago, Illinois 60602-4260
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(Address, including zip code, and telephone number
of registrant's executive office)
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Sara Lee Corporation Employee Stock Recognition Plan
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(Full title of the plan)
Roderick A. Palmore
Senior Vice President, General Counsel & Secretary
Sara Lee Corporation
Three First National Plaza, Suite 4600
Chicago, Illinois 60602-4260
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(Name, Address and Telephone Number, including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Offering Price Registration Fee
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Common Stock, par value $.01 per share (including $ 3,825,000(2)(3) $ 957
Preferred Stock Purchase Rights) (1)
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(1) Rights are initially carried and traded with the Common Stock of the
registrant. Value attributable to such rights, if any, is reflected in the
market price of the Common Stock.
(2) Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also relates to an aggregate of 150,000 shares of
the registrant's Common Stock previously registered on Form S-8 (Reg. No.
33-57615). This Registration Statement registers 200,000 additional shares
of the registrant's Common Stock issuable pursuant to the Sara Lee
Corporation Employee Stock Recognition Plan, which is one of the employee
benefit plans for which Registration Statement No. 33-57615 currently is
effective. Accordingly, pursuant to Instruction E to Form S-8, the
registration fee is being paid with respect to the additional securities
only. Also registered hereby are such additional and indeterminable number
of shares of Common Stock and Preferred Stock Purchase Rights as may become
issuable due to adjustments for changes resulting from stock dividends,
stock splits and similar changes.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, on the basis of the average high and low prices of the
registrant's common stock as reported on the New York Stock Exchange on
August 7, 2001.
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of increasing
the number of shares of common stock for which a Registration Statement on Form
S-8 relating to the same employee benefit plan already is effective. On February
7, 1995, Sara Lee Corporation ("Sara Lee") filed Registration Statement No.
33-57615 with the Securities and Exchange Commission to register 10,150,000
shares of its common stock ("Common Stock"), of which 150,000 shares are
available for issuance pursuant to Sara Lee's Employee Stock Recognition Plan.
Registration Statement No. 33-57615 is still effective. This Registration
Statement is being filed to register 200,000 additional shares of Common Stock
issuable by Sara Lee pursuant to Sara Lee's Employee Stock Recognition Plan.
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 33-57615 are incorporated herein by reference, to the extent not
amended hereby. Only those items that are amended are included herein.
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 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.
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ITEM 5. INTERESTS OF COUNSEL
The legality of the securities covered by this registration statement has
been passed upon for Sara Lee by R. Henry Kleeman, Esq., Vice President, Deputy
General Counsel and Assistant Secretary of Sara Lee. Mr. Kleeman owns shares of
Sara Lee's Common Stock, both directly and as a participant in various stock and
employee benefit plans.
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 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.
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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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
as amended, the registrant, Sara Lee Corporation, 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 on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, State of Illinois, on August 13, 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 MEN 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/her true and lawful attorney-in-fact and agents, with full
power of substitution and resubstitution, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or regulatory
authority), for us and in our names in the capacities indicated below, this
registration statement on Form S-8 and any and all amendments or supplements
thereto, together with all exhibits and any and all documents required to be
filed with respect thereto, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and to perform each and every act
and thing necessary and/or desirable to be done in and about the premises in
order to effectuate the same as fully to all intents and purposes as he himself
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed as of August 13, 2001 by
the following persons in the capacities indicated:
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
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/s/ FRANK L. MEYSMAN Executive Vice President and Director
Frank L. Meysman
/s/ CARY D. MCMILLAN Executive Vice President, Chief Financial
Cary D. McMillan 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
/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
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/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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EXHIBIT INDEX
Exhibit No. 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)
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* Filed herewith.