As filed with the Securities and Exchange Commission on April 4, 2001
Registration Statement No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act Of 1933
SYSCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1648137
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(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)
Guest Supply, Inc. 1993 Stock Option Plan
Guest Supply, Inc. 1996 Long-Term Incentive Plan
(Full title of the plan)
-------------------
Michael C. Nichols, Vice President,
General Counsel and Assistant Secretary
SYSCO Corporation
1390 Enclave Parkway
Houston, Texas 77077-2099
(281) 584-1390
(Name, address and 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 each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per Aggregate offering registration
registered registered (1) share (2) Price (2) fee(2)
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Common Stock, $1.00
par value 571,920 $26.19 $ 14,978,584.80 $ 3,744.65
========================================================================================================================
(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(2) Calculated pursuant to Rules 457(c) and 457(h), based upon the average of
the high and low prices of SYSCO's common stock on March 29, 2001 as quoted
on The New York Stock Exchange.
EXPLANATORY NOTE
On March 12, 2001, Sysco Food Services of New Jersey, Inc., a Delaware
corporation and wholly owned subsidiary of Sysco Corporation ("SYSCO"),
completed its exchange offer for all of the outstanding shares of Guest Supply,
Inc., a New Jersey corporation ("Guest Supply"), common stock at an exchange
ratio of 0.9564 shares of SYSCO common stock for each share of common stock of
Guest Supply validly tendered prior to the expiration of the offer, pursuant to
that certain Merger Agreement and Plan of Reorganization dated as of January 22,
2001 among SYSCO, Guest Supply and Sysco Food Services of New Jersey, Inc. (the
"Merger Agreement").
On March 15, 2001, Guest Supply became a wholly owned subsidiary of SYSCO
as a result of the merger of Sysco Food Services of New Jersey, Inc. with and
into Guest Supply, with Guest Supply being the surviving corporation. Pursuant
to the Merger Agreement, each option to purchase shares of Guest Supply common
stock that remained outstanding immediately before the Effective Time (as
defined in the Merger Agreement) was, as a result of the Merger, assumed by
SYSCO and converted, effective as of the Effective Time, into an option to
purchase SYSCO common stock in accordance with the Merger Agreement.
This Registration Statement relates to 571,920 shares of SYSCO common
stock, par value $1.00 per share, that may be issued from time to time under the
Guest Supply 1993 Stock Option Plan and 1996 Long Term Incentive Plan, from and
after March 15, 2001. Of the total of 571,920 shares, 318,478 shares are
allocated for the 1993 Stock Option Plan and 253,442 shares are allocated for
the 1996 Long Term Incentive Plan.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference. The following documents
are incorporated by reference in this Registration Statement:
(a) SYSCO's Annual Report on Form 10-K for the fiscal year ended July 1,
2000.
(b) SYSCO's Quarterly Reports on Form 10-Q for the quarters ended September
30, 2000 and December 30, 2000.
(c) SYSCO's Current Report on Form 8-K filed on August 3, 2000.
(d) SYSCO's Current Report on Form 8-K filed on October 20, 2000.
(e) SYSCO's Current Report on Form 8-K filed on October 26, 2000.
(f) SYSCO's Current Report on Form 8-K Filed on November 6, 2000.
(g) SYSCO's Current Report on Form 8-K filed January 16, 2001.
(h) SYSCO's Current Reports on Form 8-K filed January 22, 2001.
(i) SYSCO's Current Report on Form 8-K filed January 23, 2001.
(j) SYSCO's Current Report on Form 8-K filed February 5, 2001.
(k) SYSCO's Current Report on Form 8-K filed March 1, 2001.
(l) SYSCO's Current Report on Form 8-K filed March 5, 2001.
(m) SYSCO's Current Report on Form 8-K filed March 7, 2001.
(n) SYSCO's Current Report on Form 8-K filed March 14, 2001.
(o) The description of SYSCO's common stock contained in SYSCO's
registration statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, and any amendment or report filed for the purpose of
updating such description, as updated by the description of capital stock
contained in SYSCO's Current Report on Form 8-K filed on October 26, 2000.
All documents subsequently filed by SYSCO 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.
3
Item 5. Interests of Named Experts and Counsel.
Certain legal matters will be passed upon for SYSCO 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 SYSCO. As
of March 31, 2001, attorneys with Arnall Golden Gregory LLP beneficially owned
an aggregate of approximately 160,000 shares of SYSCO's common stock.
Item 6. Indemnification of Directors and Officers.
SYSCO 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. SYSCO's
Restated Certificate of Incorporation provides for indemnification to the
fullest extent permitted by Section 145 of the Delaware General Corporation Law.
Pursuant to SYSCO's Bylaws, SYSCO maintains insurance on behalf of, and may
indemnify, officers, directors, employees and agents of SYSCO against any
liability asserted against them or incurred by them in any such capacity, or
arising out of their status as such.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
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4(a) Restated Certificate of Incorporation (Incorporated
by reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(b) Certificate of Amendment of Certificate of
Incorporation increasing authorized shares
(Incorporated by reference to Exhibit 3(d) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended January 1, 2000).
4(c) Amended and Restated Bylaws of SYSCO Corporation as
amended May 12, 1999 (Incorporated by reference to
Exhibit 3(b) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended July 3, 1999).
4(d) Form of Amended Certificate of Designation,
Preferences and Rights of Series A Junior
Participating Preferred Stock (Incorporated by
reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended June 29, 1996).
4(e) 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(f) 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(g) 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(h) 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
4(i) 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(j) 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).
4(k) Sixth Amendment and Restatement of Competitive
Advance and Revolving Credit Facility Agreement
dated May 31, 1996 (Incorporated by reference to
Exhibit 4(a) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 27, 1996).
4(l) Agreement and Seventh Amendment to Competitive
Advance and Revolving Credit Facility Agreement
dated as of June 27, 1997 (Incorporated by
reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(m) Agreement and Eighth Amendment to Competitive
Advance and Revolving Credit Facility Agreement
dated as of June 28, 1998 (Incorporated by
reference to Exhibit 4(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended July 3, 1999).
4(n) Agreement and Ninth Amendment to Competitive
Advance and Revolving Credit Facility Agreement
dated as of December 1, 1999 (Incorporated by
reference to Exhibit 4(j) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
January 1, 2000).
5* Opinion of Arnall Golden Gregory LLP regarding
legality.
15* Letter from Arthur Andersen LLP re: Unaudited
Financial Statements.
23.1* Consent of Arnall Golden Gregory LLP (Included as
part of Exhibit 5 hereto).
23.2* Consent of Arthur Andersen LLP.
24* Power of Attorney (included as part of the
signature page hereto).
------------------
* 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;
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(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 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 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.
6
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 April 2, 2001.
SYSCO CORPORATION
By: /s/ Charles H. Cotros
-------------------------------------
Charles H. Cotros
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles H. Cotros, John K. Stubblefield, Jr. and
Richard J. Schnieders and each of them, as such person's true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for such person and in such person's 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 such person 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.
Name Title Date
/s/ Charles H. Cotros Chairman and Chief Executive Officer April 2, 2001
------------------------------ (Principal Executive Officer)
Charles H. Cotros
/s/ John K. Stubblefield, Jr. Executive Vice President, Finance and April 2, 2001
------------------------------ Administration (Principal Financial and
John K. Stubblefield, Jr. Accounting Officer)
/s/ John W. Anderson Director April 2, 2001
------------------------------
John W. Anderson
/s/ Colin G. Campbell Director April 2, 2001
------------------------------
Colin G. Campbell
/s/ Judith B. Craven Director April 2, 2001
------------------------------
Judith B. Craven
/s/ Frank A. Godchaux, III Director April 2, 2001
------------------------------
Frank A. Godchaux III
Director April __, 2001
------------------------------
Jonathan Golden
/s/ Thomas E. Lankford Director April 2, 2001
------------------------------
Thomas E. Lankford
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/s/ Richard G. Merrill Director April 2, 2001
------------------------------
Richard G. Merrill
/s/ Frank H. Richardson Director April 3, 2001
------------------------------
Frank H. Richardson
/s/ Richard J. Schnieders Director April 2, 2001
------------------------------
Richard J. Schnieders
/s/ Phyllis S. Sewell Director April 2, 2001
------------------------------
Phyllis S. Sewell
Director April __, 2001
------------------------------
John F. Woodhouse
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EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
4(a) Restated Certificate of Incorporation (Incorporated
by reference to Exhibit 3(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(b) Certificate of Amendment of Certificate of
Incorporation increasing authorized shares
(Incorporated by reference to Exhibit 3(d) to the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended January 1, 2000).
4(c) Amended and Restated Bylaws of SYSCO Corporation as
amended May 12, 1999 (Incorporated by reference to
Exhibit 3(b) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended July 3, 1999).
4(d) Form of Amended Certificate of Designation,
Preferences and Rights of Series A Junior
Participating Preferred Stock (Incorporated by
reference to Exhibit 3(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended June 29, 1996).
4(e) 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(f) 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(g) 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(h) 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(i) 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(j) 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).
4(k) Sixth Amendment and Restatement of Competitive
Advance and Revolving Credit Facility Agreement
dated May 31, 1996 (Incorporated by reference to
Exhibit 4(a) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended June 27, 1996).
4(l) Agreement and Seventh Amendment to Competitive
Advance and Revolving Credit Facility Agreement
dated as of June 27, 1997 (Incorporated by
reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended June 28, 1997).
4(m) Agreement and Eighth Amendment to Competitive
Advance and Revolving Credit Facility Agreement
dated as of June 28, 1998 (Incorporated by
reference to Exhibit 4(c) to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended July 3, 1999).
9
4(n) Agreement and Ninth Amendment to Competitive
Advance and Revolving Credit Facility Agreement
dated as of December 1, 1999 (Incorporated by
reference to Exhibit 4(j) to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended
January 1, 2000).
5* Opinion of Arnall Golden Gregory LLP regarding
legality.
15* Letter from Arthur Andersen LLP re: Unaudited
Financial Statements.
23.1* Consent of Arnall Golden Gregory LLP (Included as
part of Exhibit 5 hereto).
23.2* Consent of Arthur Andersen LLP.
24* Power of Attorney (included as part of the
signature page hereto).
------------------
* Filed herewith.
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