Bridgford Foods Corp – ‘S-8’ on 5/28/99

On:  Friday, 5/28/99   ·   Effective:  5/28/99   ·   Accession #:  892569-99-1617   ·   File #:  333-79547

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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 of Securities to be Offered to            6     34K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.1      1999 Stock Incentive Plan & Form of Stock Option      13     52K 
 3: EX-5.1      Opinion of Stradling Yocca Carlson & Rauth             1      9K 
 4: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1      6K 

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

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As Filed With the Securities and Exchange Commission on May 28, 1999

                                                           Registration No. 333-

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549

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

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

 BRIDGFORD FOODS CORPORATION
(Exact name of registrant as specified in its charter)

     CALIFORNIA                                   95-1778176
(State or other jurisdiction of                     (I.R.S. Employer  
 incorporation or organization)                    Identification No.)

 1308 NORTH PATT STREET, ANAHEIM, CALIFORNIA 92801
                 (Address of Principal Executive Offices) (Zip Code)

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

 1999 STOCK INCENTIVE PLAN
(Full Title of the Plan)

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

Allan L. Bridgford, Chairman
 Bridgford Foods Corporation
1308 North Patt Street
 Anaheim, California 92801
 (Name and address of agent for service)

(714) 526-5533
 (Telephone number, including area code, of agent for service)

Copy to:
Michael E. Flynn, Esq.
 Stradling Yocca Carlson & Rauth, a Professional Corporation
 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

===================================================================================================
                                       Proposed Maximum      Proposed Maximum                      
Title of Securities   Amount To Be         Offering         Aggregate Offering        Amount of    
 To Be Registered      Registered      Price Per Share            Price            Registration Fee
===================================================================================================
                                                                                                   
   Common Stock,                                                                                   
  $1.00 par value     900,000 shares      $10.344(1)           $9,309,600(1)           $2,588.07   
===================================================================================================

(1)  Estimated solely for the purpose of calculating the registration fee in    
   accordance with Rule 457(c), using the average of the high and low prices
for the Common Stock as reported on the system of the Nasdaq National 
Market on May 24, 1999 which was $10.344 per share.                   

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 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.                               

The following documents filed with the Securities and Exchange  
Commission (the "Commission") are incorporated herein by reference:             

      (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 30, 1998, containing its audited financial statements for the     
fiscal year ended October 30, 1998.                                             

    (b)    All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"),     
since the end of the fiscal year covered by the Annual Report referred to in (a)
above.                                                                          

(c)    The description of the Registrant's Common Stock which is
contained in the Registrant's Registration Statement on Form 8-A filed under the
Exchange Act, including any amendment or report filed for the purpose of        
updating such description.                                                      

       All documents subsequently filed by the Registrant 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 the 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 herein and to be a part hereof from the date of the filing of such    
documents, except as to any portion of any future annual or quarterly report to 
stockholders or document which is not deemed filed under such provisions. For   
the purposes of this registration statement, any statement contained in a       
document incorporated or deemed to be incorporated by reference herein shall be 
deemed to be modified or superseded 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.                                                 

Item 5. Interests of Named Experts and Counsel.                                 

Not applicable.                                                 

Item 6. Indemnification of Directors and Officers.                              

   (a)    As permitted by Section 204(a)(10) of the California General
Corporation Law ("CGCL"), the Registrant's Restated Articles of Incorporation   
provide that a director of the Registrant shall not be liable to the Registrant 
or its shareholders for monetary damages to the fullest extent permissible under
California law. However, as provided by California law, such limitation of      
liability will not act to limit the liability of a director for (i) acts or     
omissions that involve intentional misconduct or a knowing and culpable         
violation of law, (ii) acts or omissions that a director believes to be contrary
to the best interest of the Registrant or its shareholders or that involve the  
absence of good faith on the part of the director, (iii) any transaction from   
which a director derived an improper personal benefit, (iv) acts or omissions   
that show a reckless disregard for the director's duty to the Registrant or its 
shareholders in circumstances in which the director was aware, or should have   
been aware, in the ordinary course of performing a director's duties, of a risk 
of serious injury to the Registrant or its shareholders, (v) acts or omissions  
that constitute an unexcused pattern of inattention that amounts to an          
abdication of the director's duty to the Registrant or its shareholders, (vi)   
per CGCL section 310, any improper transactions between a director and the      
Registrant in which the director has a material financial interest or (vii) per 
CGCL section 316, any unlawful distributions to the shareholders of the         
Registrant or any unlawful loan of money or property to, or a guarantee of the  
obligation of, any director or officer of the Registrant.                       

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        (b)    In addition, pursuant to Sections 204(a)(11) and 317 of the CGCL,
officers and directors may be indemnified in terms sufficiently broad to include
indemnification under certain circumstances for liabilities (including          
reimbursement for expenses incurred) arising under the Securities Act of 1933,  
as amended (the "Securities Act"). The Restated Articles of Incorporation of the
Registrant authorize the Registrant to provide indemnification of its officers, 
directors and agents for breach of duty to the Registrant and its shareholders  
through bylaw provisions or indemnification agreements, or both, in excess of   
the indemnification otherwise permitted by California law, subject to certain   
limitations. The Registrant has in place liability insurance for its officers   
and directors.                                                                  

Item 7. Exemption from Registration Claimed.                                    

Not Applicable.                                                 

Item 8.  Exhibits.                                                              

        The following exhibits are filed as part of this registration statement:

                                                                [Download Table]

Number               Description                                       
------               -----------                                       
                                                                       
 4.1      1999 Stock Incentive Plan and Form of Stock Option Agreement.

 5.1      Opinion of Stradling Yocca Carlson & Rauth, a Professional   
          Corporation, Counsel to the Registrant.                      

23.1      Consent of Stradling Yocca Carlson & Rauth, a Professional   
          Corporation (included in the Opinion filed as Exhibit 5.1).  

23.2      Consent of PricewaterhouseCoopers LLP, independent           
          accountants.                                                 

24.1      Power of Attorney (included on signature page to this        
          registration statement).                                     

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;                   

                   (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;                           

                      (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;                    

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Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) of this section do  
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and
the information required to be included in a post-effective amendment by those  
paragraphs is contained in periodic 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, 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, 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 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 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 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
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 Anaheim, State of California, on the 27th day of May,
1999.                                                                           

                         BRIDGFORD FOODS CORPORATION

                         By: /s/  Allan L. Bridgford
                                           -------------------------------------
                                  Allan L. Bridgford, Chairman

 POWER OF ATTORNEY

We, the undersigned officers and directors of Bridgford Foods   
Corporation do hereby constitute and appoint Allan L. Bridgford our true and    
lawful attorney-in-fact and agent, with full power of substitution and          
resubstitution, for him and in his name, place and stead, in any and all        
capacities, to sign any and all amendments to this registration statement, and  
to file the same, with exhibits thereto, and other documents in connection      
therewith, with the Securities and Exchange Commission, granting unto said      
attorney-in-fact and agent full power and authority to do and perform each and  
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby  
ratifying and confirming all that said attorney-in-fact and agent, 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 date indicated.                                           

                                                                [Download Table]

          Signature                         Title                      Date     
                                                                                
/s/  Allan L. Bridgford                  Chairman                   May 27, 1999
--------------------------------                                                
Allan L. Bridgford                                                              

/s/  Robert E. Schulze                   President                  May 10, 1999
--------------------------------                                                
Robert E. Schulze                                                               

/s/  Hugh Wm. Bridgford                  Vice President             May 10, 1999
--------------------------------                                                
Hugh Wm. Bridgford                                                              

/s/  Paul A. Gilbert                     Director                   May 10, 1999
--------------------------------                                                
Paul A. Gilbert                                                                 

/s/  John W. McNevin                     Director                   May 10, 1999
--------------------------------                                                
John W. McNevin                                                                 

/s/  Steven H. Price                     Director                   May 10, 1999
--------------------------------                                                
Steven H. Price                                                                 

/s/  Norman V. Wagner II                 Director                   May 10, 1999
--------------------------------                                                
Norman V. Wagner II                                                             

/s/  Paul R. Zippwald                    Director                   May 27, 1999
--------------------------------                                                
Paul R. Zippwald                                                                

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit                                                                  Sequential 
Number                                   Description                     Page Number
                                                                                    
   4.1   1999 Stock Incentive Plan and Form of Stock Option Agreement.        7     
   5.1   Opinion of Stradling Yocca Carlson & Rauth, a Professional          20     
         Corporation, Counsel to the Registrant                                     
  23.1   Consent of Stradling Yocca Carlson & Rauth, a Professional          --     
         Corporation (included in the Opinion filed as Exhibit 5.1)                 
  23.2   Consent of PricewaterhouseCoopers LLP, independent accountants.     21     

  24.1   Power of Attorney (included on signature page to this               --     
         registration statement)                                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
		6/1/99
Filed on / Effective on:		5/28/99		1
		5/27/99		5
		5/24/99		1
		5/10/99		5
		10/30/98		2					10-K405
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