As filed with the Securities and Exchange Commission on March 26, 2010

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Kraft Foods Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Virginia		52-2884372
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
Three Lakes Drive Northfield, Illinois		60093
(Address of Principal Executive Offices)		(Zip Code)

 

 

KRAFT FOODS INC. AMENDED AND RESTATED 2005

PERFORMANCE INCENTIVE PLAN

(Full Title of the Plan)

 

 

Carol J. Ward, Esq.

Vice President and Corporate Secretary

Kraft Foods Inc.

Three Lakes Drive

Northfield, Illinois 60093

(Name and Address of Agent For Service)

(847) 646-2000

(Telephone Number, Including Area Code, of Agent For Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee
Class A common stock, no par value		18,000,000		$29.67		$534,060,000		$38,078.48

(1)	Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number of shares of Class A common stock as may become issuable by reason of stock dividends, stock splits or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act pursuant to Rules 457(c) and 457(h), based upon the average of the high and low prices of the Class A Common Stock of Kraft Foods Inc. as quoted on the New York Stock Exchange on March 22, 2010.

 

 

 

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NOTE

This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 18,000,000 shares of the Class A common stock, no par value, of Kraft Foods Inc. (the “Company” or “Registrant”), which may be issued pursuant to awards under the Kraft Foods Inc. Amended and Restated 2005 Performance Incentive Plan (the “Plan”). In accordance with General Instruction E to Form S-8, the Company hereby incorporates herein by reference the contents of the Form S-8 filed by the Company with respect to the Plan on June 21, 2005 (Registration No. 333-125992), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.		Exhibits.
4.1		Kraft Foods Inc. Amended and Restated 2005 Performance Incentive Plan, amended as of December 31, 2009 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010 (File No. 001-16483)).
5.1		Opinion of Hunton & Williams LLP.
23.1		Consent of Hunton & Williams LLP (included in Exhibit 5.1).
23.2		Consent of PricewaterhouseCoopers LLP.
24.1		Power of Attorney.

 

1

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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 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 Northfield, State of Illinois, on this 26th day of March 2010.

 

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.

 

Signature		Title		Date
/s/ Irene B. Rosenfeld* Irene B. Rosenfeld		Director, Chairman and Chief Executive Officer		March 26, 2010
/s/ Timothy R. McLevish* Timothy R. McLevish		Executive Vice President and Chief Financial Officer		March 26, 2010
/s/ Kim Harris Jones* Kim Harris Jones		Senior Vice President and Corporate Controller		March 26, 2010
/s/ Ajaypal S. Banga* Ajaypal S. Banga		Director		March 26, 2010
/s/ Myra M. Hart* Myra M. Hart		Director		March 26, 2010

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/s/ Lois D. Juliber* Lois D. Juliber				Director		March 26, 2010
/s/ Mark D. Ketchum* Mark D. Ketchum				Director		March 26, 2010
/s/ Richard A. Lerner* Richard A. Lerner, M.D.				Director		March 26, 2010
/s/ Mackey J. McDonald* Mackey J. McDonald				Director		March 26, 2010
/s/ John C. Pope* John C. Pope				Director		March 26, 2010
/s/ Fredric G. Reynolds* Fredric G. Reynolds				Director		March 26, 2010
/s/ Jean-François M. L. van Boxmeer* Jean-François M. L. van Boxmeer				Director		March 26, 2010
/s/ Deborah C. Wright* Deborah C. Wright				Director		March 26, 2010
/s/ Frank G. Zarb* Frank G. Zarb				Director		March 26, 2010
*By:		Carol J. Ward As Attorney-in-Fact

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EXHIBIT INDEX

 

4.1		Kraft Foods Inc. Amended and Restated 2005 Performance Incentive Plan, amended as of December 31, 2009 (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010 (File No. 001-16483)).
5.1		Opinion of Hunton & Williams LLP.
23.1		Consent of Hunton & Williams LLP (included in Exhibit 5.1).
23.2		Consent of PricewaterhouseCoopers LLP.
24.1		Power of Attorney.