Securities Registration: Employee Benefit Plan (s-8)
16 Juin 2023 - 10:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 16, 2023
Registration
No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
B&G FOODS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization) |
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13-3918742
(I.R.S. Employer
Identification No.) |
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Four Gatehall Drive
Parsippany, NJ 07054
(Address of principal executive offices) |
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B&G Foods, Inc. Omnibus Incentive Compensation
Plan
(Full Title of the Plan)
Scott E. Lerner
Executive Vice President, General Counsel, Secretary
and Chief Compliance Officer
Four Gatehall Drive
Parsippany, NJ 07054
(Name and address of agent for service)
973.401.6500
(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, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
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Accelerated filer ¨ |
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| Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
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Emerging growth company ¨ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨
EXPLANATORY NOTE
This registration statement on Form S-8 is being
filed for the purpose of registering an additional 5,000,000 shares of common stock, par value $0.01 per share of B&G Foods, Inc.,
a Delaware corporation to be issued pursuant to the B&G Foods, Inc. Omnibus Incentive Compensation Plan, as amended and restated (which
we refer to as the Plan). Pursuant to General Instruction E of Form S-8, the contents of the following registration statements on Form
S-8 relating to the Plan previously filed with the Securities and Exchange Commission (SEC) are incorporated herein by reference, except
to the extent supplemented, amended or superseded by the information set forth in this registration statement: File No. 333-150903 filed
by the Registrant on May 14, 2008 that registered 2,000,000 shares of common stock issuable under the Plan and File No. 333-168845 filed
by the Registrant on August 13, 2010 that registered an additional 2,500,000 shares of common stock issuable under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained
in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities
Act of 1933, as amended, or the Securities Act, and the “Note” to Part I of Form S-8. The documents containing the
information specified in this Part I of Form S-8 will be sent or given to the participants in the Plan covered by this registration
statement, as specified by the SEC pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be
and are not filed with the SEC either as part of this registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We incorporate by reference in this registration
statement the information contained in the following documents (other than any portions of the respective filings that were furnished
under applicable SEC rules rather than filed):
| (d) | the description of our common stock contained in Exhibit 4.1 to our annual report on Form 10-K for the fiscal year ended December
28, 2019 filed on February 26, 2020, and including any future amendment or report filed for the purpose of updating such description. |
We are also incorporating by reference all other
reports that we will file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(other than any portions of the respective filings that will be furnished under applicable SEC rules rather than filed), until all the
securities that may be offered under this prospectus supplement are sold. The information that we file with the SEC after the date of
this prospectus supplement and prior to the completion of the offering of the securities under this registration statement will update
and supersede the information contained in this registration statement and incorporated filings. You will be deemed to have notice of
all information incorporated by reference in this registration statement as if that information was included in this registration statement.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities described herein
has been passed upon for the Registrant by Scott E. Lerner, Executive Vice President, General Counsel, Secretary and Chief Compliance
Officer for the Registrant. As of June 16, 2023, Mr. Lerner beneficially owned 262,070 shares of common stock of B&G Foods, which
includes 108,556 options to acquire common stock and 20,907 shares of restricted stock.
Item 8. Exhibits.
| Exhibit No. |
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Description |
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| 4.1 |
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Second Amended and Restated Certificate of Incorporation of B&G Foods, Inc. (Filed as Exhibit 3.1 to B&G Foods’ Current Report on Form 8-K filed on August 13, 2010, and incorporated by reference herein). |
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| 4.2 |
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Bylaws of B&G Foods, Inc., as amended and restated through November 8, 2022 (Filed as Exhibit 3.2 to B&G Foods’ Current Report on Form 8-K filed on November 9, 2022, and incorporated by reference herein). |
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| 5.1 |
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Opinion of Scott E. Lerner, General Counsel of B&G Foods, Inc., as to the legality of the securities being registered. |
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| 10.1 |
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B&G Foods, Inc. Omnibus Incentive Compensation Plan (as amended and restated through May 17, 2023) (filed as Exhibit 10.1 to B&G Foods’ Current Report on Form 8-K filed on May 23, 2023 and incorporated by reference herein). |
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| 23.1 |
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Consent of Scott E. Lerner, General Counsel of B&G Foods, Inc. (included in Exhibit 5.1). |
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| 23.2 |
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Consent of KPMG LLP. |
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| 24.1 |
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Power of Attorney (included on signature page). |
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| 107 |
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Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, 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 Parsippany, New Jersey, on the 16th day of June, 2023.
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B&G Foods, Inc. |
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By: |
/s/ Kenneth C.
Keller |
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Kenneth C. Keller |
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President and Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Kenneth C. Keller, Bruce C. Wacha and Scott E. Lerner, and each of them, as his
or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and 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 Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
B&G FOodS,
Inc.
| Signature |
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Title |
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Date |
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| /s/ Kenneth C. Keller |
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President, Chief Executive Officer and Director |
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June 16, 2023 |
| Kenneth C. Keller |
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(Principal Executive Officer) |
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| /s/ Bruce C. Wacha |
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Executive Vice President of Finance and Chief Financial Officer |
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June 16, 2023 |
| Bruce C. Wacha |
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(Principal Financial Officer) |
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| /s/ Michael D. Adasczik |
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Vice President of Finance and Chief Accounting Officer |
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June 16, 2023 |
| Michael D. Adasczik |
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(Principal Accounting Officer) |
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| /s/ Stephen C. Sherrill |
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Chairman of the Board of Directors |
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June 16, 2023 |
| Stephen C. Sherrill |
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| /s/ DeAnn L. Brunts |
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Director |
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June 16, 2023 |
| DeAnn L. Brunts |
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| /s/ Debra Martin Chase |
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Director |
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June 16, 2023 |
| Debra Martin Chase |
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| /s/ Charles F. Marcy |
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Director |
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June 16, 2023 |
| Charles F. Marcy |
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| /s/ Robert D. Mills |
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Director |
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June 16, 2023 |
| Robert D. Mills |
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| /s/ Dennis M. Mullen |
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Director |
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June 16, 2023 |
| Dennis M. Mullen |
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| /s/ Cheryl M. Palmer |
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Director |
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June 16, 2023 |
| Cheryl M. Palmer |
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| /s/ Alfred Poe |
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Director |
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June 16, 2023 |
| Alfred Poe |
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| /s/ David L. Wenner |
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Director |
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June 16, 2023 |
| David L. Wenner |
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