As filed with the Securities and Exchange Commission on September 28, 2012
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 Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Virginia
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36-3083135
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Three Lakes Drive Northfield, Illinois
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60093-2753
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(Address of Principal Executive Offices)
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(Zip Code)
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Kraft Canada Inc. Retirement Plan For Canadian Salaried Employees
Kraft Canada Inc. Retirement Plan For Canadian Hourly Employees
Kraft Canada Inc. Retirement Plan For Non-Unionized Salaried EmployeesFormer Employees Of Kraft Limited
Kraft Canada Inc. Retirement Plan For Non-Unionized Hourly-Paid EmployeesBulk Cheese Plants And Mount Royal Plant
Kraft Canada Inc. Retirement Plan For Niagara Falls Salaried Cereal Division Employees
Kraft Canada Inc. Retirement Plan For Niagara Falls Hourly Cereal Division Employees
Kraft Canada Inc. Retirement Plan For Former Non-Unionized Employees Of Nabob Foods Limited
Nabisco Brands Ltd Trusteed Retirement Plan K
Kraft Canada Inc. Retirement Plan For Former Salaried Employees Of Nabisco Ltd.
Kraft Canada Inc. Employee Savings Plan
Group Retirement Savings Plan Of
Kraft Canada Inc.
Kraft Canada Inc. Non-Registered Savings Plan
(Full Titles of the Plans)
Carol J. Ward, Esq.
Vice President and Corporate Secretary
Kraft Foods Group, 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):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be
Registered
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Title of Plan
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Amount to be
Registered
(1)
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Proposed
Maximum
Offering
Price Per
Share
(2)
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Proposed
Maximum
Aggregate
Offering
Price
(2)
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Amount
of
Registration
Fee
(2)
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Canadian Salaried Employees
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27,115,000
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$6.46
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$175,162,900
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$20,073.67
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Canadian Hourly Employees
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290,000
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$6.46
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$1,873,400
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$214.69
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Non-Unionized Salaried Employees - Former Employees of Kraft
Limited
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22,100,000
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$6.46
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$142,766,000
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$16,360.98
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Non-Unionized Hourly-Paid Employees - Bulk Cheese Plants and Mount
Royal Plant
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17,800,000
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$6.46
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$114,988,000
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$13,177.62
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Niagara Falls Salaried Cereal Division Employees
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20,000
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$6.46
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$129,200
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$14.81
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Niagara Falls Hourly Cereal Division Employees
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509,000
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$6.46
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$3,288,140
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$376.82
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Former Non-Unionized Employees of Nabob Foods Limited
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171,000
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$6.46
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$1,104,660
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$126.59
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Common stock, no par value
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Nabisco Brands Ltd Trusteed Retirement Plan K
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25,000
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$6.46
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$161,500
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$18.51
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Common stock, no par value
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Kraft Canada Inc. Retirement Plan for Former Salaried Employees of Nabisco Ltd.
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3,701,000
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$6.46
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$23,908,460
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$2,739.91
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Common stock, no par value
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Kraft Canada Inc. Employee Savings Plan
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133,000,000
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$6.46
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$859,180,000
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$98,462.03
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Common stock, no par value
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Group Retirement Savings Plan of Kraft Canada Inc.
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2,217,000
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$6.46
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$14,321,820
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$1,641.28
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Common stock, no par value
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Kraft Canada Inc. Non-Registered Savings Plan
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76,000
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$6.46
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$490,960
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$56.26
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Total
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207,024,000
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$1,337,375,040
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$153,263.18
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(1)
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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 common stock as may become issuable by reason of stock dividends, stock splits or similar transactions.
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(2)
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In accordance with Rule 457(h) under the Securities Act, the maximum offering price per share has been estimated solely for the purpose of calculating the registration
fee based on the estimated pro forma book value of the common stock on June 30, 2012, assuming a distribution ratio of one share of Kraft Foods Group, Inc. common stock for every three shares of Kraft Foods Inc. common stock, applied to the
number of shares of Kraft Foods Inc. common stock outstanding as of August 27, 2012, the most recent practicable date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of
Documents by Reference.
The following documents, which Kraft Foods Group, Inc. has filed with the Securities and Exchange
Commission (the Commission), are incorporated herein by reference:
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(a)
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our Registration Statement on Form 10-12B (Registration No. 001-35491) initially filed with the Commission on April 2, 2012, as amended (the Form
10);
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(b)
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our Current Reports on Form 8-K filed on August 31, 2012, September 14, 2012, and September 24, 2012; and
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(c)
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the description of our capital stock provided under the heading Description of Our Capital Stock in the information statement attached as Exhibit 99.1 to
the Form 10, together with any amendment or report filed with the Commission for the purpose of updating such description.
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In addition, all documents that we may file in the future pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (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 will be
deemed to be incorporated by reference in this Registration Statement. We will deem all of these documents to be a part of this Registration Statement from the respective dates of filing these documents.
We further regard any statement contained in a document that is incorporated by reference in this Registration Statement to be modified
or superseded if this Registration Statement, or some other subsequently filed document that is also incorporated by reference in this Registration Statement, modifies or supersedes the statement. If this occurs, we regard the statement to be
incorporated in this Registration Statement by reference only in the statements modified or superseded form.
Item 4.
Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Kraft Foods Group is a Virginia corporation. The Virginia Stock Corporation Act (the VSCA) permits indemnification of a corporations directors and officers in a variety of circumstances,
which may include indemnification for liabilities under the Securities Act of 1933, as amended (the Securities Act). Sections 13.1-697 and 13.1-702 of the VSCA generally authorize a Virginia corporation to indemnify its directors and
officers in civil or criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful.
Additionally, Section 13.1-704 of the VSCA provides that a
Virginia corporation has the power to make any further indemnity to any director or officer, including under its articles of incorporation or any by-law or shareholder resolution, except an
indemnity against their willful misconduct or a knowing violation of the criminal law. Kraft Foods Groups amended and restated articles of incorporation require Kraft Foods Group to indemnify its directors, officers and other eligible persons
to the full extent permitted by the VSCA.
Kraft Foods Groups amended and restated articles of incorporation also
provide that, to the full extent that the VSCA permits the limitation or elimination of the liability of directors, officers and other eligible persons, no director, officer or such eligible person of Kraft Foods Group shall be liable to Kraft Foods
Group or its shareholders for monetary damages arising out of any transaction, occurrence or course of conduct. Section 13.1-692.1 of the VSCA permits the elimination of liability of directors and officers in any proceeding brought by or in the
right of a corporation or brought by or on behalf of shareholders of a corporation, except for liability resulting from such persons having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities
law, including, without limitation, any unlawful insider trading or manipulation of the market for any security. Sections 13.1-692.1 and 13.1-696 to -704 of the VSCA are hereby incorporated by reference herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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4.1
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Form of Amended and Restated Articles of Incorporation of Kraft Foods Group, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10 filed with the Commission on
July 17, 2012).
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4.2
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Form of Amended and Restated By-Laws of Kraft Foods Group, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10 filed with the Commission on July 17, 2012).
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4.3
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Kraft Canada Inc. Retirement Plan for Canadian Salaried Employees.
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4.4
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Kraft Canada Inc. Retirement Plan for Canadian Hourly Employees.
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4.5
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Kraft Canada Inc. Retirement Plan for Non-Unionized Salaried Employees - Former Employees of Kraft Limited; Kraft Canada Inc. Employee Savings Plan; Group Retirement
Savings Plan of Kraft Canada Inc.; and Kraft Canada Inc. Non-Registered Savings Plan.
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4.6
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Kraft Canada Inc. Retirement Plan for Non-Unionized Hourly-Paid Employees - Bulk Cheese Plants and Mount Royal Plant.
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4.7
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Kraft Canada Inc. Retirement Plan for Niagara Falls Salaried Cereal Division Employees.
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4.8
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Kraft Canada Inc. Retirement Plan for Niagara Falls Hourly Cereal Division Employees.
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4.9
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Kraft Canada Inc. Retirement Plan for Former Non-Unionized Employees of Nabob Foods Limited.
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4.10
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Nabisco Brands Ltd Trusteed Retirement Plan K.
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4.11
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Kraft Canada Inc. Retirement Plan for Former Salaried Employees of Nabisco Ltd.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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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;
(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. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the
effective registration statement; and
(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 paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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 registrants 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
plans 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) 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 foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933
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 Securities Act of 1933 and will be governed by the final adjudication of
such issue.
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 September 28, 2012.
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KRAFT FOODS GROUP, INC.
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By:
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/s/ Carol J. Ward
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Carol J. Ward
Vice
President and Corporate Secretary
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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.
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Signature
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Title
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Date
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/s/ Irene B. Rosenfeld*
Irene B. Rosenfeld
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Director, President and Chief Executive Officer
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September 28, 2012
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/s/ Timothy R. McLevish*
Timothy R. McLevish
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Executive Vice President and Chief Financial Officer
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September 28, 2012
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/s/ Kim Harris Jones*
Kim Harris Jones
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Senior Vice President, Corporate Controller
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September 28, 2012
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/s/ Gerhard W. Pleuhs*
Gerhard W. Pleuhs
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Director
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September 28, 2012
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/s/ John C. Pope*
John C. Pope
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Director
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September 28, 2012
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/s/ W. Anthony Vernon*
W. Anthony Vernon
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Director
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September 28, 2012
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*By:
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Carol J. Ward
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As Attorney-in-Fact
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EXHIBIT INDEX
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4.1
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Form of Amended and Restated Articles of Incorporation of Kraft Foods Group, Inc. (incorporated by reference to Exhibit 3.1 to the Form 10 filed with the Commission on July 17,
2012).
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4.2
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Form of Amended and Restated By-Laws of Kraft Foods Group, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10 filed with the Commission on July 17,
2012).
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4.3
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Kraft Canada Inc. Retirement Plan for Canadian Salaried Employees.
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4.4
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Kraft Canada Inc. Retirement Plan for Canadian Hourly Employees.
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4.5
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Kraft Canada Inc. Retirement Plan for Non-Unionized Salaried Employees - Former Employees of Kraft Limited; Kraft Canada Inc. Employee Savings Plan; Group Retirement Savings Plan of
Kraft Canada Inc.; and Kraft Canada Inc. Non-Registered Savings Plan.
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4.6
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Kraft Canada Inc. Retirement Plan for Non-Unionized Hourly-Paid Employees - Bulk Cheese Plants and Mount Royal Plant.
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4.7
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Kraft Canada Inc. Retirement Plan for Niagara Falls Salaried Cereal Division Employees.
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4.8
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Kraft Canada Inc. Retirement Plan for Niagara Falls Hourly Cereal Division Employees.
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4.9
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Kraft Canada Inc. Retirement Plan for Former Non-Unionized Employees of Nabob Foods Limited.
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4.10
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Nabisco Brands Ltd. Trusteed Retirement Plan K.
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4.11
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Kraft Canada Inc. Retirement Plan for Former Salaried Employees of Nabisco Ltd.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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24.1
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Power of Attorney.
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Kraft Foods Grp., Inc. (MM) (NASDAQ:KRFTV)
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