Conagra Foods Inc/DE · S-8 · On 9/29/00

Filed On 9/29/00 2:50pm ET   ·   SEC File 333-46960   ·   Accession Number 900440-0-50

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                                 6     21K 
 2: EX-4.6      Form of Common Stock Certificate                       2     12K 
 3: EX-5        Opinion Letter                                         1      7K 
 4: EX-10.1     Conagra 2000 Stock Plan                                8±    32K 
 5: EX-23.1     Independent Auditors' Consent                          1      5K 
 6: EX-23.2     Consent of Independent Accountants                     1      5K 
 7: EX-24       Powers of Attorney                                     9     22K 

S-8   ·   Registration Statement
Document Table of Contents

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As Filed with the Securities and Exchange Commission on September 29, 2000.     
                                                    Registration No. 333-_______

================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

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

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

 ConAgra Foods, Inc.
(Exact name of registrant as specified in its charter)

      Delaware                                            47-0248710
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

One ConAgra Drive                                                 
   Omaha, Nebraska                                          68102-5001
(Address of principal executive offices)                         (Zip code)     

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

 CONAGRA 2000 STOCK PLAN
(Full title of the plan)

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

James P. O'Donnell
Executive Vice President and Chief Financial Officer
 ConAgra Foods, Inc.
 One ConAgra Drive
Omaha, Nebraska 68102-5001
 (Name and address of agent for service)

402-595-4000
 (Telephone number, including area code,
 of agent for service)

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]
                                                                                                                      
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                    Proposed maximum       Proposed maximum                           
  Title of securities         Amount to be         offering price per     aggregate offering          Amount of       
    to be registered           registered               unit (1)               price (1)          registration fee    
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock (2)                                                                                                      
($5.00 par value)              30,000,000               $18.875              $566,250,000             $149,490        
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

     1.  Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c) on the basis of the average of the high and low
         sales  prices as  reported  on the New York  Stock  Exchange  Composite
Transactions List on September 25, 2000.                      

     2.  This  registration  statement also applies to preferred  share purchase
         rights which are attached to and trade with each share of common stock.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

EXPLANATORY NOTE

     As permitted by the rules of the Securities and Exchange  Commission,  this
registration  statement omits the  information  specified in Part I of Form S-8.
The documents  containing the information  specified in Part I will be delivered
to the participants in the ConAgra 2000 Stock Plan as required by Securities Act
Rule 428(b). Such documents are not being filed with the Securities and Exchange
Commission  as  part  of  this  registration  statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424.                                    

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.                               

     ConAgra Foods,  Inc. (the  "Company")  hereby  incorporates by reference in
this registration  statement the following  documents  previously filed with the
Securities and Exchange Commission:                                             

(a) Annual Report on Form 10-K for the year ended May 28, 2000;       

     (b) Current  Reports on Form 8-K dated June 22,  2000,  August 24, 2000 and
September 5, 2000; and                                        

     (c) The description of the Company's common stock contained in registration
         statements  on  Form  8-A  filed  under the Exchange Act, including any
         amendments  or   reports   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  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in the registration statement and to be a part thereof
from the date of filing of such documents.                                      

Item 6.  Indemnification of Directors and Officers                              

     Pursuant to Article V of the Certificate of  Incorporation  of the Company,
the Company shall, to the extent required, and may, to the extent permitted,  by
Section  102 and  Section  145 of the  General  Corporation  Law of the State of
Delaware, as amended from time to time, indemnify and reimburse all persons whom
it may indemnify and reimburse pursuant thereto.  No director shall be liable to
the Company or its  stockholders  for  monetary  damages for breach of fiduciary
duty as a director. A director shall continue to be liable for (1) any breach of
a  director's  duty of loyalty to the Company or its  stockholders;  (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (3) paying a dividend or  approving a stock  repurchase  which
would  violate  Section  174 of the  General  Corporation  Law of the  State  of
Delaware;  or (4) any  transaction  from which the director  derived an improper
personal benefit.                                                               

     The by-laws of the Company provide for  indemnification of Company officers
and directors against all expenses,  liability or losses reasonably  incurred or
suffered by the  officer or  director,  including  liability  arising  under the
Securities Act of 1933, to the extent legally  permissible  under Section 145 of
the General  Corporation Law of the State of Delaware where any such person was,
is, or is threatened to be made a party to or is involved in any action, suit or
proceeding whether civil, criminal,  administrative or investigative,  by reason
of the fact such person was serving  the  Company in such  capacity.  Generally,
under Delaware law,  indemnification  will only be available where an officer or
director can  establish  that such person acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Company.                                                                        

     The Company also  maintains a director and officer  insurance  policy which
insures the officers and directors of the Company and its  subsidiaries  against
damages, judgments, settlements and costs incurred by reason of certain wrongful
acts committed by such persons in their capacities as officers and directors.   

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Item 8.  Exhibits                                                               

     4.1 - ConAgra's Certificate of Incorporation,  as amended,  incorporated by
           reference to ConAgra's annual report on Form 10-K for the fiscal year
ended May 26, 1996.                                       

     4.2 - ConAgra's Bylaws, as amended,  incorporated by reference to ConAgra's
           quarterly  report  on  Form  10-Q  for the quarter ended February 28,
1999.                                                     

     4.3 - Rights  Agreement  dated July 12, 1996,  incorporated by reference to
ConAgra's current report on Form 8-K dated July 12, 1996. 

     4.4 - Certificate of Adjustment dated October 1, 1997 to Rights  Agreement,
           incorporated  by reference to ConAgra's quarterly report on Form 10-Q
for the quarter ended August 24, 1997.                    

     4.5 - Amendment to Rights Agreement dated as of July 10, 1998, incorporated
           by  reference  to ConAgra's annual report on Form 10-K for the fiscal
year ended May 31, 1998.                                  

4.6 - Form of Common Stock Certificate                                

5 -   Opinion of McGrath, North, Mullin & Kratz, P.C.                 

10.1 - ConAgra 2000 Stock Plan                                        

23.1 - Consent of Deloitte & Touche LLP                               

23.2 - Consent of PricewaterhouseCoopers LLP                          

     23.3 - Consent of McGrath, North, Mullin & Kratz, P.C. (included as part of
Exhibit 5)                                              

24 - Powers of Attorney for Directors of the Company                  

Item 9.  Undertakings                                                           

The undersigned registrant hereby undertakes:                         

     (a) 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.     

     (b) That, for the purpose of determining any liability under the Securities
         Act,  each  such  post-effective  amendment shall be deemed to be a new
         registration  statement relating to the securities offered thereon, and
         the  offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.                           

     (c) 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.                                  

     (d) 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 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.                           

     (e) 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  of whether
         such indemnification by it is against public policy as expressed in the
         Securities  Act and  will be governed by the final adjudication of such
issue.                                                        

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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 Omaha, and the State of Nebraska, on this 28th day of
September, 2000.                                                                

                         CONAGRA FOODS, INC.

                         /s/  Bruce C. Rohde
                    Bruce C. Rohde
                                           President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed below on the 28th day of September,  2000
by the following persons in the capacities indicated.                           

Signature                            Title                          

/s/  Bruce C. Rohde               President, Chief Executive Officer        
Bruce C. Rohde                      and Director                                

  /s/  James P. O'Donnell           Executive Vice President and Chief Financial
James P. O'Donnell                  Officer (Principal Financial Officer)       

/s/  Jay Bolding                  Senior Vice President and Corporate       
Jay Bolding                         Controller (Principal Accounting Officer)   

C. M. Harper*                       Director                                    
Robert A. Krane*                    Director                                    
Mogens Bay*                         Director                                    
Carl E. Reichardt*                  Director                                    
Ronald W. Roskens*                  Director                                    
Marjorie M. Scardino*               Director                                    
Walter Scott, Jr.*                  Director                                    
Kenneth E. Stinson*                 Director                                    
Clayton K. Yeutter*                 Director                                    

*  This   registration   statement  has  been  signed  by  the   undersigned  as
attorney-in-fact  on behalf of each person so  indicated  pursuant to a power of
attorney duly executed by each such person.                                     

           /s/  Bruce C. Rohde
      Bruce C. Rohde
        Attorney-in-Fact

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 INDEX TO EXHIBITS

Exhibit No.                           Exhibit                                   

     4.1 - ConAgra's Certificate of Incorporation,  as amended,  incorporated by
           reference to ConAgra's annual report on Form 10-K for the fiscal year
ended May 26, 1996.                                       

     4.2 - ConAgra's Bylaws, as amended,  incorporated by reference to ConAgra's
           quarterly  report  on  Form  10-Q  for the quarter ended February 28,
1999.                                                     

     4.3 - Rights  Agreement  dated July 12, 1996,  incorporated by reference to
ConAgra's current report on Form 8-K dated July 12, 1996. 

     4.4 - Certificate of Adjustment dated October 1, 1997 to Rights  Agreement,
           incorporated  by reference to ConAgra's quarterly report on Form 10-Q
for the quarter ended August 24, 1997.                    

     4.5 - Amendment to Rights Agreement dated as of July 10, 1998, incorporated
           by  reference  to ConAgra's annual report on Form 10-K for the fiscal
year ended May 31, 1998.                                  

4.6 - Form of Common Stock Certificate                                

5 -   Opinion of McGrath, North, Mullin & Kratz, P.C.                 

10.1 - ConAgra 2000 Stock Plan                                        

23.1 - Consent of Deloitte & Touche LLP                               

23.2 - Consent of PricewaterhouseCoopers LLP                          

     23.3 - Consent of McGrath, North, Mullin & Kratz, P.C. (included as part of
Exhibit 5)                                              

24 - Powers of Attorney for Directors of the Company                  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-8 Filing		Date		First		Last			Other Filings
		5/26/96		4		6			10-K
		7/12/96		4		6			8-A12B, 8-K
		8/24/97		4		6			10-Q
		10/1/97		4		6			8-A12B/A, 8-K
		5/31/98		4		6			10-K
		7/10/98		4		6
		2/28/99		4		6			10-Q
		5/28/00		3					10-K, 10-K/A
		6/22/00		3					8-K
		8/24/00		3					8-K, S-8
		9/5/00		3					8-K
		9/25/00		1
Filed On / Filed As Of / Effective As Of		9/29/00		1					S-8
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