As filed with the Securities and Exchange Commission on August 28, 2003
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JOHN B. SANFILIPPO & SON, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-2419677
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2299 Busse Road
Elk Grove Village, Illinois 60007
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(Address of Principal Executive Offices)(Zip Code)
THE JOHN B. SANFILIPPO & SON, INC.
1998 EQUITY INCENTIVE PLAN
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(Full Title of the Plan)
JASPER B. SANFILIPPO
Chairman of the Board and Chief Executive Officer
John B. Sanfilippo & Son, Inc.
2299 Busse Road
Elk Grove Village, Illinois 60007
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(Name and Address of Agent For Service)
Telephone: (847) 593-2300
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(Telephone Number, Including Area Code, of Agent For Service)
Copies of Communications to:
Jerry J. Burgdoerfer, Esq.
Jenner & Block
One IBM Plaza
Chicago, Illinois 60611
(312) 222-9350
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Maximum Registration Fee
Offering Price Aggregate
Per Share(*) Offering Price(*)
------------------------------------- ------------ -------------- ----------------- ----------------
Common stock, $.01 par value per 350,000 $15.83 $5,540,500 $448.23
share to be granted under the John B.
Sanfilippo & Son, Inc. 1998 Equity
Incentive Plan
(*) Calculated in accordance with Rule 457(h) (l) and 457(c) under the Act,
the proposed maximum offering price per share and the proposed maximum
offering price have been calculated on the basis of $15.83 per share, the
average of the high and the low sales prices of the Common Stock, $.01 par
value per share, quoted on the Nasdaq Stock Market on August 25, 2003 with
respect to 350,000 shares under the plan.
EXPLANATORY NOTE
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John B. Sanfilippo & Son, Inc. (the "Company" or the "Registrant") is filing
this Registration Statement on Form S-8 (this "Registration Statement") to
register 350,000 additional shares of the Company's common stock, par value
$0.01 ("Common Stock") authorized for issuance under The John B. Sanfilippo
& Son, Inc. 1998 Equity Incentive Plan (the "Plan"). The Company's
stockholders approved an amendment to the Plan providing for an increase in
the number of shares of Common Stock resesrved for issuance under the Plan
from 350,000 shares to 700,000 shares on October 26, 2000 at the Company's
annual meeting of stockholders. The Company previously filed a Registration
Statement on Form S-8 covering Common Stock reserved for issuance under
the Plan on September 23, 1999, Reg. No. 333-87661 (the "Prior Registration
Statement"), with the Securities and Exchange Commission (the "Commission").
In accordance with General Instruction E of the Registration Statement on
Form S-8 relating to the registration of additional securities, the contents
of the Prior Registration Statement, including any amendments or filings
incorporated therein, are incorporated into this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1. Plan Information.
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Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
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Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
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This Registration Statement on Form S-8 (the "Registration Statement")
relates to the registration of shares of the Common Stock of John B.
Sanfilippo & Son, Inc.
The following documents heretofore filed by the Company with the Securities
and Exchange Commission are hereby incorporated by reference into this
Registration Statement and made a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 27, 2002, filed with the Commission on September 13, 2002
(Commission File No. 0-19681);
(2) (a) Quarterly Report on Form 10-Q for the first quarter ended
September 26, 2002, filed with the Commission on November 7, 2002
(Commission File No. 0-19681)
(b) Quarterly Report on Form 10-Q for the second quarter ended
December 26, 2002, filed with the Commission on February 6, 2003
(Commission File No. 0-19681)
(c) Quarterly Report on Form 10-Q for the third quarter ended
March 27, 2002, filed with the Commission on May 8, 2003
(Commission File No. 0-19681)
(d) Current Reports on Form 8-K filed with the Commission on
April 29, 2003 and August 21, 2003 (Commission File No. 0-19681);
and,
(3) The description of the Registrant's Common Stock, $0.01 par value per
share, contained in the Company's Registration Statement on Form S-1
(Amendment No. 3) (Commission File No. 33-43353), filed with the
Commission on November 25, 1991, including any amendments or reports
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all of the securities registered hereunder have been issued
or which deregisters all of such securities then remaining unissued, 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, including financial statements, 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.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Not required.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following exhibits are filed as part of this Registration Statement.
Exhibit No. Description of Exhibits
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4.1 Specimen Common Stock Certificate of the Registrant. (1)
4.2 Restated Certificate of Incorporation of the Registrant. (2)
4.3 Certificate of Correction to Restated Certificate of
Incorporation of the Registrant. (2)
4.4 By-laws of the Registrant. (3)
5.1 Opinion of Jenner & Block, LLC regarding validity of registered
securities.
15 None.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Jenner & Block, LLC (included in Exhibit 5.1).
24 None.
99.1 The John B. Sanfilippo & Son, Inc. 1998 Equity Incentive Plan.
99.2 First Amendment to The John B. Sanfilippo & Son, Inc. 1998
Equity Incentive Plan. (4)
(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-1 (Amendment No. 3), as filed with the Commission on November
26, 1991 (Commission File No. 33-43353).
(2) Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1991 (Commission File
No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration Statement
on Form S-1 as filed with the Commission on October 15, 1991 (Commission
File No. 33-43353).
(4) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended December 28, 2000
(Commission File No. 0-19681).
Item 9. Undertakings.
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Not required.
SIGNATURES
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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 Elk Grove Village, State of Illinois, on this
28th day of August, 2003.
JOHN B. SANFILIPPO & SON, INC.
By /s/ Jasper B. Sanfilippo
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Jasper B. Sanfilippo,
Chairman of the Board and Chief
Executive Officer
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 Capacity Date
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/s/ Jasper B. Sanfilippo Chairman of the Board, Chief August 28, 2003
------------------------ Executive Officer and
Jasper B. Sanfilippo Director
/s/ Mathias A. Valentine President and Director August 28, 2003
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Mathias A. Valentine
/s/ Michael J. Valentine Executive Vice President, August 28, 2003
------------------------ Finance, Chief Financial
Michael J. Valentine Officer and Director
/s/ William R. Pokrajac Vice President of Finance August 28, 2003
------------------------ and Controller
William R. Pokrajac
/s/ Jim Edgar Director August 28, 2003
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Jim Edgar
/s/ Timothy R. Donovan Director August 28, 2003
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Timothy R. Donovan
/s/ Jeffrey T. Sanfilippo Executice Vice President August 28, 2003
------------------------- Sales and Marketing
Jeffrey T. Sanfilippo and Director
EXHIBIT INDEX
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Exhibit No. Description of Exhibits
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4.1 Specimen Common Stock Certificate of the Registrant. (1)
4.2 Restated Certificate of Incorporation of the Registrant. (2)
4.3 Certificate of Correction to Restated Certificate of
Incorporation of the Registrant. (2)
4.4 By-laws of the Registrant. (3)
5.1 Opinion of Jenner & Block, LLC regarding validity of registered
securities.
15 None.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Jenner & Block, LLC (included in Exhibit 5.1).
24 None.
99.1 The John B. Sanfilippo & Son, Inc. 1998 Equity Incentive Plan.
99.2 First Amendment to The John B. Sanfilippo & Son, Inc. 1998
Equity Incentive Plan. (4)
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (Amendment No. 3), as filed with the Commission on November
26, 1991 (Commission File No. 33-43353).
(2) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1991 (Commission File No. 0-19681).
(3) Incorporated by reference to the Registrant's Registration Statement on
Form S-1 as filed with the Commission on October 15, 1991 (Commission
File No. 33-43353).
(4) Incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the second quarter ended December 28, 2000 (Commission
File No. 0-19681).