Doughties Foods Inc – ‘S-8’ on 6/16/98

As of:  Tuesday, 6/16/98   ·   Effective:  6/16/98   ·   Accession #:  916641-98-707   ·   File #:  333-56951

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement on Form S-8                     8     32K 
 2: EX-5        Opinion and Consent of Counsel of Registrant           1      7K 
 3: EX-23       Consent of Price Waterhouse LLP--Exhibit 23(B)         1      5K 
 4: EX-99       1998 Stock Incentive Plan                              8     42K 

S-8   —   Registration Statement on Form S-8
Document Table of Contents

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     As filed with the Securities and Exchange Commission on June 16, 1998
                                              Registration No. 333-_______

SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 2O549

  FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

DOUGHTIE'S FOODS, INC.
(Exact name of registrant as specified in its charter)

VIRGINIA                           54-0903892       
(State of incorporation)        (IRS Employer Identification No.)     

2410 WESLEY STREET        
         PORTSMOUTH, VIRGINIA            23707
 (Address of Principal Executive Offices) (Zip Code)

DOUGHTIE'S FOODS, INC.
1998 STOCK INCENTIVE PLAN 
(Full title of the plan)

 MICHAEL S. LAROCK
SECRETARY 
  DOUGHTIE'S FOODS, INC.
2410 WESLEY STREET
  PORTSMOUTH, VIRGINIA 23707
(757) 399-2451
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

 -----------------------------

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 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

===========================================================================================================
             TITLE OF                              PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF  
          SECURITIES TO           AMOUNT TO BE    OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION
          BE REGISTERED          REGISTERED (1)        SHARE (2)               PRICE               FEE     
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Common Stock, $1.00 par              112,500            $7.375           $829,687.50           $244.76     
value                                                                                                      


(1)    This Registration Statement also covers such indeterminable number of    
      additional shares that may hereafter become issuable to prevent dilution
      in the event of a stock split, stock dividend, reclassification or other
similar transaction, pursuant to the adjustment provisions of the 
Doughtie's Foods, Inc. 1998 Stock Incentive Plan (the "Plan").    

(2)    Determined in accordance with Rules 457 (c) and (h), the registration fee
    is based on the average of the high and low prices of the Registrant's
   Common Stock reported on the Nasdaq SmallCap Market on June 10, 1998.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      (a)      The documents constituting Part I of this
Registration Statement will be sent or given to participants in the Plan as     
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended.       

           (b)      Upon written or oral request, the Company will
provide, without charge, the documents incorporated by reference in Item 3 of   
Part II of this Registration Statement. The documents are incorporated by       
reference in the Section 10(a) prospectus. The Company will also provide,       
without charge, upon written or oral request, other documents required to be    
delivered to employees pursuant to Rule 428(b). Requests for the above mentioned
information, should be directed to Michael S. LaRock, Corporate Secretary, at   
(757) 399-2451.                                                                 

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.                               

       The following documents filed by Doughtie's Foods, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission")pursuant to the   
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are           
incorporated by reference into this Registration Statement:                     

               (a)      The Company's Annual Report on Form 10-K (File No.
0-07166)for the fiscal year ended December 27, 1997.                            

                 (b)      All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the       
document incorporated pursuant to (a) above, including the Company's Quarterly  
Report on Form 10-Q for the quarter ended March 28, 1998.                       

                 (c)      The description of the Company's Common Stock, $1.00
par value per share, which is contained in the Company's Registration Statement 
filed under Section 12 of the Exchange Act, including any amendment or          
report filed for the purpose of updating such description.                      

    All documents subsequently filed by the Company 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
securities offered hereby have been sold or which deregisters all such          
securities then remaining unsold, shall be deemed to be incorporated by         
reference herein and to be a part hereof from the date of the filing of such    
documents.                                                                      

ITEM 4.  DESCRIPTION OF SECURITIES.  Not applicable.                            

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                

      William R. Waddell, a director of the Company, is a partner in the law
firm of McGuire, Woods, Battle & Boothe, LLP, which is the Company's outside    
general corporate counsel and which provided the opinion contained in Exhibit 5 
of this Registration Statement.                                                 

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

The Virginia Stock Corporation Act authorizes the Company to indemnify
its officers, directors, employees or agents against certain liabilities.       
In addition to the availability of any statutory rights, the Company's Bylaws   
provide that directors and officers of the Company will be indemnified from     
the reasonable expenses, including attorney's fee, incurred by such officer     
or director in connection with being made a party to any action, suit or        
proceeding by reason of his or her being a director or officer of the           
Company, except to the extent that there is an adjudication that such director  
or officer is liable for negligence or misconduct in the performance of his     
or her duties.                                                                  

The Company has purchased directors' and officers' liability insurance
covering many of the possible actions and omissions of persons acting or failing
to act in such capacities.                                                      

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.                  

ITEM 8.  EXHIBITS.*                                                             

4(a)    Registrant's Articles of Incorporation (incorporated by 
          reference from Exhibit 3(a) to the Company's Annual Report
   on Form 10-K for the year ended December 29, 1984).

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        4(b)    Registrant's Bylaws (incorporated by reference from Exhibit 3(b)
              to the Company's Annual Report on Form 10-K for the year ended
December 30, 1995).                             

    5       Opinion and Consent of McGuire, Woods, Battle & Boothe, LLP.

23(a)   Consent of Counsel (included in Exhibit 5).             

23(b)   Consent of Price Waterhouse LLP.                        

24      Power of Attorney (included on signature pages to this  
Registration Statement.                         

99      Doughtie's Foods, Inc. 1998 Stock Incentive Plan, filed 
herewith.                                       

---------------                                                                 

*       Exhibits are numbered in accordance with Item 601 of Regulation S-K.    

ITEM 9.  UNDERTAKINGS.                                                          

The undersigned Registrant hereby undertakes:                   

       (a)     (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 (the "Securities Act");                  

                        (ii)    To reflect in the prospectus any facts or events
arising after the effective date of this 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 this  
Registration Statement; and                                                     

                        (iii)   To include any material information with respect
to the plan of distribution not previously disclosed in this Registration       
Statement or any material change in such information in this Registration       
Statement;                                                                      

        provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) above do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 Exchange Act that are incorporated by        
reference in the registration statement.                                        

                (2)     That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment and each filing of       
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange   
Act 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)     That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to       
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each 
filing of an employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in this 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.                   

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      (c)     That, insofar as indemnification for liabilities arising under
the Securities Act 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 Securities and       
Exchange Commission such indemnification is against public policy as expressed  
in the Securities 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.                       

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SIGNATURES

      The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant, Doughtie's Foods, Inc., 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 Portsmouth,          
Commonwealth of Virginia, on June 15, 1998.                                     

          DOUGHTIE'S FOODS, INC.
Registrant  

            By: /s/ Steven C. Houfek
                          --------------------------------
          Steven C. Houfek
                               President and Chief Executive Officer

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 POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Steven C.
Houfek and Marion S. Whitfield, Jr. and each of them severally, acting alone and
without the other, his/her true and lawful attorney-in-fact with the authority  
to execute in the name of each such person, and to file with the Securities and 
Exchange Commission, together with any exhibits thereto and other documents     
therewith, any and all amendments (including without limitation post-effective  
amendments) to this Registration Statement on Form S-8 necessary or advisable to
enable the Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and Exchange         
Commission in respect thereof, which amendments may make such other changes in  
the Registration Statement as the aforesaid attorney-in-fact executing the same 
deems appropriate.                                                              

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the    
capacities on June 15, 1998.                                                    

   SIGNATURE                                 TITLE

   /s/ Vernon W. Mules                    Chairman of the Board of
-----------------------------------       Directors               
Vernon W. Mules                                       

     /s/ Steven C. Houfek                   President, Chief Executive
-----------------------------------       Officer and Director    
Steven C. Houfek                                      

    /s/ Marion S. Whitfield, Jr.           Senior Vice President and
     -----------------------------------       Director (Principal Financial
     Marion S. Whitfield, Jr.            and Accounting Officer)

/s/ Adolphus W. Hawkins, Jr.           Director             
-----------------------------------                               
Adolphus W. Hawkins, Jr.                              

/s/ Donald B. Ratcliffe                 Director              
-----------------------------------                               
Donald B. Ratcliffe                                   

/s/ James F. Cerza, Jr.               Director            
-----------------------------------                               
James F. Cerza, Jr.                                   

/s/ William R. Waddell                 Director             
-----------------------------------                               
William R. Waddell                                    

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 EXHIBIT INDEX

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EXHIBIT NUMBER*                              DESCRIPTION                        
---------------                              -----------                        
                                                                                

4(a)                Registrant's Articles of Incorporation (incorporated by     
                    reference from Exhibit 3(a) to the Company's Annual Report  
                    on Form 10-K for the year ended December 29, 1984).         

4(b)                Registrant's Bylaws (incorporated by reference from Exhibit 
                    3(b) to the Company's Annual Report on Form 10-K for the    
                    year ended December 30, 1995).                              

5                   Opinion and Consent of McGuire, Woods, Battle & Boothe, LLP.

23(a)               Consent of McGuire, Woods, Battle & Boothe, LLP (included in
                    Exhibit 5).                                                 

23(b)               Consent of Price Waterhouse LLP.                            

24                  Power of Attorney (included on signature pages to this      
                    Registration Statement).                                    

99                  Doughtie's Foods, Inc. 1998 Stock Incentive Plan, filed     
                    herewith.                                                   


--------------                                                                  

*Exhibits are numbered in accordance with Item 601 of Regulation S-K.           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/16/98		1
		6/15/98		6		7
		6/10/98		2
		3/28/98		3					10-Q
		12/27/97		3					10-K
		12/30/95		4		8			10-K
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