As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEPSIAMERICAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-6167838
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3501 ALGONQUIN ROAD
ROLLING MEADOWS, ILLINOIS 60008
(847) 818-5000
(Address, including Zip Code, of Principal Executive Offices)
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PEPSIAMERICAS, INC. EMPLOYEES RETIREMENT PLAN
DELTA BEVERAGES, INC. RETIREMENT PLAN
PEPSIAMERICAS, INC. SALARIED RETIREMENT SAVINGS PLAN
(Full Title of the Plans)
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JOHN F. BIERBAUM COPIES TO:
Executive Vice President, Investor BRIAN D. WENGER, ESQ.
Relations and Corporate Growth BRETT D. ANDERSON, ESQ.
PepsiAmericas, Inc. DAVID H. MASON, ESQ.
3501 Algonquin Road Briggs and Morgan, Professional
Rolling Meadows, Illinois 60008 Association
(847) 818-5000 2400 IDS Center
(Name, Address, including Zip Code, 80 South Eighth Street
and Telephone Number, including Area Minneapolis, Minnesota 55402
Code, of Agent for Service) (612) 334-8400
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED AMOUNT
AMOUNT TO MAXIMUM MAXIMUM OF
BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
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PEPSIAMERICAS, INC. EMPLOYEES RETIREMENT PLAN
Common Stock (par value $0.01 per share).......... 50,000 $15.115 $755,750 $189
Preferred Stock Purchase Rights................... 50,000 (3) (3) (3)
DELTA BEVERAGES, INC. RETIREMENT PLAN
Common Stock (par value $0.01 per share).......... 50,000 $15.115 $755,750 $189
Preferred Stock Purchase Rights................... 50,000 (3) (3) (3)
PEPSIAMERICAS, INC. SALARIED RETIREMENT SAVINGS PLAN
Common Stock (par value $0.01 per share).......... 500,000 $15.115 $7,557,500 $1,889
Preferred Stock Purchase Rights................... 500,000 (3) (3) (3)
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(1) This registration statement also covers such additional and
indeterminate number of shares as may become issuable because of the
provisions of the employee benefit plans described herein relating to
adjustments for changes resulting from a stock dividend, stock split or
similar change. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement also covers an
indeterminate amount of interests to be offered pursuant to the
employee benefit plans described herein and an indeterminate number of
units in the PepsiAmericas, Inc. Stock Fund. The assets of the
PepsiAmericas, Inc. Stock Fund consist of a 95% investment in shares of
Common Stock registered hereby and a 5% investment in 91 day treasury
bills.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low sale prices of the Common Stock
reported on the New York Stock Exchange on June 25, 2001.
(3) Rights to purchase Series A Participating Preferred Stock (the
"Rights") initially are attached to and trade with the shares of Common
Stock being registered hereby. Value attributable to the Rights, if
any, is reflected in the market price of the Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "SEC") by PepsiAmericas, Inc., a Delaware
corporation (the "Company"), the PepsiAmericas, Inc. Employees Retirement
Plan, the Delta Beverages, Inc. Retirement Plan, and the PepsiAmericas, Inc.
Salaried Retirement Savings Plan (collectively the "Plans") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001;
(c) Description of the Company's common stock and preferred stock
purchase rights associated with the Company's common stock
contained in the Company's Registration Statement on Form S-4 (File
No. 333-51324) filed with the SEC on December 6, 2000;
(d) The Company's Current Reports on Form 8-K filed on January 25, 2001
and February 2, 2001; and
(e) The Annual Report on Form 11-K for the year ended December 31,
2000, filed by the PepsiAmericas, Inc. Salaried Retirement
Savings Plan on June 29, 2001.
The documents filed by the Company or either of the Plans with the
SEC pursuant to Sections 13(a), 13(c), 14 or 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 (such documents, and the
documents listed above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document 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 Incorporated Document 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
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of directors, officers, employees and agents of
corporations under certain conditions and subject to certain limitations.
Article V of the Company's Bylaws provides for indemnification of any
director, officer, employee or agent of the Company, or any person serving in
the same capacity in any other enterprise at the request of the Company,
under certain circumstances. Article NINTH of the Company's Restated
Certificate of Incorporation eliminates the liability of directors of the
Company under certain circumstances for breaches of fiduciary duty to the
Company and its shareholders.
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Directors and officers of the Company are insured, at the expense of
the Company, against certain liabilities which might arise out of their
employment and which might not be subject to indemnification under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index for a list of Exhibits to this registration
statement.
(a) Pursuant to Item 8(a), no opinion of counsel is required as to
the legality of the securities registered under this registration statement.
Such securities are not original issuance securities.
(b) The Company will submit or has submitted each Plan and any
amendment to the Plans to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in
order to qualify each respective Plan under Section 401 of the Internal
Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
The Company 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; 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 the undertakings set forth in paragraphs (i) and (ii)
above do not apply if 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 SEC by the Company 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.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Company'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.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the provisions summarized in
Item 15 above, or otherwise, the Company has been advised that in the opinion
of the SEC 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
Company of expenses incurred or paid by a director, officer, or controlling
person of the Company 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 Company 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, 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 Minneapolis, State of Minnesota, on the 29th day of
June, 2001.
PepsiAmericas, Inc.
By /s/ Robert C. Pohlad
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Robert C. Pohlad
Vice Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Robert C. Pohlad and John F. Bierbaum as his
true and lawful attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the SEC,
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 or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons on the dates
and in the capacities indicated.
SIGNATURE TITLE DATE
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/s/ Robert C. Pohlad Vice Chairman, Chief Executive June 29, 2001
------------------------------------- Officer (Principal Executive
Robert C. Pohlad Officer)
/s/ G. Michael Durkin, Jr. Senior Vice President and Chief June 29, 2001
------------------------------------- Financial Officer (Principal
G. Michael Durkin, Jr. Financial and Accounting Officer)
/s/ Pierre S. du Pont Director June 29, 2001
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Pierre S. du Pont
/s/ Richard G. Cline Director June 29, 2001
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Richard G. Cline
/s/ Herbert M. Baum Director June 29, 2001
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Herbert M. Baum
/s/ Archie R. Dykes Chairman June 29, 2001
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Archie R. Dykes
/s/ Charles W. Gaillard Director June 29, 2001
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Charles W. Gaillard
/s/ Jarobin Gilbert, Jr. Director June 29, 2001
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Jarobin Gilbert, Jr.
/s/ Victoria B. Jackson Director June 29, 2001
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Victoria B. Jackson
/s/ Matthew M. McKenna Director June 29, 2001
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Matthew M. McKenna
/s/ Robert F. Sharpe, Jr. Director June 29, 2001
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Robert F. Sharpe, Jr.
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
undersigned administrators of the PepsiAmericas, Inc. Employees Retirement
Plan, the Delta Beverages, Inc. Retirement Plan and the PepsiAmericas, Inc.
Salaried Retirement Savings Plan have duly caused this registration statement
to be signed on their respective behalf by the undersigned, thereunto duly
authorized, in the City of Rolling Meadows, State of Illinois, on this 29th
day of June, 2001.
PEPSIAMERICAS, INC. EMPLOYEES RETIREMENT PLAN
PEPSIAMERICAS, INC. SALARIED RETIREMENT SAVINGS
PLAN
By: /s/ Ann Sample
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Ann Sample
Senior Vice President-Human Resources
DELTA BEVERAGES, INC. RETIREMENT PLAN
By: /s/ John F. Bierbaum
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John F. Bierbaum
Executive Vice President
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Restated Certificate of Incorporation of the Company.
4.2 By-Laws of the Company, as amended and restated on February 16, 2001.
4.3 Rights Agreement, dated as of May 20, 1999, between the Company and
First Chicago Trust Company of New York, is hereby incorporated by
reference to Exhibit 4 to the Registration Statement on Form 8-K filed
by the Company with the SEC on May 25, 1999.
4.4 Amendment to Rights Agreement, dated as of August 18, 2000, is hereby
incorporated by reference to Exhibit 4.4 to the Registration Statement
on Form S-4 filed by the Company on September 22, 2000.
23 Consent of KPMG LLP.
24 Powers of Attorney (included on signature page to the Registration
Statement).
99.1 PepsiAmericas, Inc. Employees Retirement Plan (working copy - as
amended through June 29, 2001).
99.2 Delta Beverages, Inc. Retirement Plan (working copy - as amended
through June 29, 2001).
99.3 PepsiAmericas, Inc. Salaried Retirement Savings Plan (working copy - as
amended through June 29, 2001).