As filed with the Securities and Exchange Commission on September 5, 2001
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______
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 of incorporation) (I.R.S.Employee Identification No.)
Three First National Plaza, Suite 4400
Chicago, Illinois 60602-4260
(312) 726-2600
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(Address, including zip code, and telephone number
of registrant's executive office)
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The Earthgrains Company Employee Stock Ownership/401(k) Plan,
Gallo Salame Money Accumulation Plan for Collectively Bargained Employees,
Playtex Apparel, Inc. Retirement Savings Plan for Hourly Puerto Rican Employees,
Sara Lee Corporation 401(k) Supplemental Savings Plan, and
Sara Lee Corporation Personal Products Retirement Savings Plan of Puerto Rico
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(Full title of each plan)
Roderick A. Palmore
Senior Vice President, General Counsel & Secretary
Sara Lee Corporation
Three First National Plaza, Suite 4600
Chicago, Illinois 60602-4260
(312) 726-2600
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(Name, Address and Telephone Number, including Area Code, of Agent for Service)
______________
CALCULATION OF REGISTRATION FEE
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Amount to be Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Registered Offering Price Per Share Aggregate Registration
Offering Price Fee
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Common Stock, par value $.01 per 5,000,000 $21.855(4) $109,275,000(4) $27,318.75
share (including Preferred Stock
Purchase Rights) (1)(2)(3)
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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) In accordance with Rule 416, an undetermined number of additional shares may
be issued if the anti-dilution adjustment provisions of the plans become
operative. Also, in accordance with Rule 416(c), this registration
statement covers an indeterminate amount of participating interests in the
plans.
(3) Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement also relates to an aggregate of 1,000,000 shares of
the registrant's Common Stock previously registered on Form S-8 (Reg. No.
33-35760) and 15,000 shares of the registrant's Common Stock previously
registered on Form S-8 (Reg. No. 333-41427).
(4) 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 31, 2001.
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INTRODUCTION
This Registration Statement on Form S-8 is filed by Sara Lee Corporation, a
Maryland corporation (the "Company"), relating to an aggregate of 5,000,000
shares of the Company's common stock, par value $0.01 per share ("Common
Stock"), issuable to eligible employees of the Company or its subsidiaries under
The Earthgrains Company Employee Stock Ownership/401(k) Plan, as assumed by the
Company, under the Gallo Salame Money Accumulation Plan for Collectively
Bargained Employees (the "Gallo Plan"), and under the Playtex Apparel, Inc.
Retirement Savings Plan for Hourly Puerto Rican Employees, the Sara Lee
Corporation 401(k) Supplemental Savings Plan and the Sara Lee Corporation
Personal Products Retirement Savings Plan of Puerto Rico (these three plans,
collectively, the "Sara Lee Plans").
The Company originally filed a Registration Statement on Form S-8 (Reg, No.
33-35760) on July 6, 1990 to cover the issuance of shares of Common Stock under
the Sara Lee Plans, and amended such registration statement on June 21, 1993 and
August 3, 1994. In addition, the Company originally filed a Registration
Statement on Form S-8 (Reg, No. 333-41427) on December 3, 1997 to cover the
issuance of shares of Common Stock under the Gallo Plan. Registration Statement
Nos. 33-35760 and 333-41427 are still effective and, pursuant to General
Instruction E of Form S-8, the contents of Registration Statement Nos. 33-35760
and 333-41427 are incorporated herein by reference, to the extent not amended
hereby.
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.
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(e) The Company's Current Report on Form 8-K dated August 8, 2001, as amended
on September 4, 2001, and the Company's Current Report on Form 8-K dated
September 4, 2001.
(f) 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).
(g) 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.
(h) Annual Reports on Form 11-K filed by the Sara Lee Plans and the Gallo
Plan for the year ended June 30, 2000.
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.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities to be offered are registered under Section 12(b) of the 1934
Act.
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
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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.
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.
The Company has submitted or will submit the plans covered by this
Registration Statement on Form S-8, and any amendments thereto, to the Internal
Revenue Service ("IRS") in a timely manner and have made or will make all
changes required by the IRS in order to qualify the plans.
ITEM 9. UNDERTAKINGS.
The 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 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.
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(2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "Act"), 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) That, for the purposes of determining any liability under the Act, 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.
(4) 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.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 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 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 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 September 4, 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
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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 September 4, 2001
by the following persons in the capacities indicated:
Signature Title
/s/ John H. Bryan Chairman of the Board
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John H. Bryan
/s/ C. Steven McMillan President, Chief Executive Officer and
----------------------------------- Director
C. Steven McMillan
/s/ Frank L. Meysman Executive Vice President and Director
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Frank L. Meysman
/s/ Cary D. McMillan Executive Vice President, Chief
----------------------------------- Financial and Administrative Officer
Cary D. McMillan and Director
/s/ Wayne R. Szypulski Senior Vice President and Controller
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Wayne R. Szypulski
/s/ Paul A. Allaire Director
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Paul A. Allaire
/s/ Frans H.J.J. Andriessen Director
-----------------------------------
Frans H.J.J. Andriessen
/s/ Duane L. Burnham Director
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Duane L. Burnham
/s/ Charles W. Coker Director
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Charles W. Coker
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/s/ James S. Crown Director
-----------------------------------
James S. Crown
/s/ Willie D. Davis Director
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Willie D. Davis
/s/ Vernon E. Jordan, Jr. Director
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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
The Earthgrains Company Employee Stock Sara Lee Corporation Personal Products
Ownership/401(k) Plan Retirement Savings Plan Of Puerto Rico
By: Sara Lee Corporation Employee Benefits By: Sara Lee Corporation Employee Benefits
Administrative Committee Administrative Committee
By: /s/ Roderick A. Palmore By: /s/ Roderick A. Palmore
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Roderick A. Palmore, member Roderick A. Palmore, member
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Playtex Apparel, Inc. Retirement Savings Sara Lee Corporation 401(k) Supplemental
Plan for Hourly Puerto Rican Employees Savings Plan
By: The Playtex Apparel Retirement Savings By: Sara Lee Corporation Employee Benefits
Plan for Hourly Puerto Rican Employees Administrative Committee
Committee
By: /s/ Roderick A. Palmore
---------------------------
By: /s/ Roderick A. Palmore Roderick A. Palmore, member
-------------------------
Roderick A. Palmore, member
Gallo Salame Money Accumulation Plan for
Collectively Bargained Employees
By: Sara Lee Corporation Employee Benefits
Administrative Committee
By: /s/ Roderick A. Palmore
-------------------------
Roderick A. Palmore, member
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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.