Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 22 2017 - 8:27AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 22, 2017.
Registration No. 333-17573
Registration No. 33-50113
Registration No. 33-48295
Registration No. 33-28079
Registration No. 33-15815
Registration No. 2-96891
Registration No. 2-81244
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-17573
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-50113
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-48295
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-28079
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-15815
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 2-96891
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 2-81244
UNDER
THE
SECURITIES ACT OF 1933
CONAGRA BRANDS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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47-0248710
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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222 W. Merchandise Mart Plaza, Suite 1300, Chicago, Illinois 60654
(Address of Principal Executive Offices) (Zip Code)
Conagra
Brands Retirement Income Savings Plan
Conagra Brands Retirement Income Savings Plan for Hourly Rate Production Employees
(Full title of the plans)
Colleen
Batcheler
Executive Vice President, General Counsel and Corporate Secretary
Conagra Brands, Inc.
222
W. Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
(312) 549-5000
With
a copy to:
Mike Solecki
Jones Day
901 Lakeside
Avenue
Cleveland, Ohio 44114
(216) 586-7103
(Name,
address and 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, 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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
Conagra Brands, Inc., a Delaware corporation (the
Company
or the
Registrant
), is filing this Post-Effective Amendment to deregister any and all securities that remain unsold under the Companys Registration Statements on Form S-8 (Nos.
333-17573,
33-50113, 33-48295, 33-28079, 33-15815, 2-96891 and 2-81244) (collectively, the
Registration Statements
), which relate to: (i) the Conagra Brands Retirement Income
Savings Plan and (ii) the Conagra Brands Retirement Income Savings Plan for Hourly Rate Production Employees (collectively, the
Plans
). The Registration Statements registered shares (
Shares
)
of common stock of the Company, par value $5.00 per share (
Common Stock
), along with an indeterminate amount of plan interests (collectively with the Shares, the
Securities
), to be offered and sold
pursuant to the Plans.
The Plans no longer offer Common Stock as an investment option. Accordingly, the Company hereby
terminates the effectiveness of the Registration Statements and, pursuant to the undertakings contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the Securities that had been registered
for issuance but remain unsold at the termination of the offering, the Company hereby removes from registration any remaining Securities that were registered for issuance pursuant to the Registration Statements and that remain unsold as of the date
hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Securities.
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 an amendment on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, as of the 22
nd
day of June, 2017.
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CONAGRA BRANDS, INC.
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By:
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/s/ David S. Marberger
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Name:
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David S. Marberger
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Title:
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Executive Vice President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
the Registration Statements has been signed below by or on behalf of the following persons in the capacities indicated as of the 22
nd
day of June, 2017.
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Signature
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Title
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/s/ Sean M. Connolly
Sean M. Connolly
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ David S. Marberger
David S. Marberger
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Robert G. Wise
Robert G. Wise
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Senior Vice President and Corporate Controller
(Principal Accounting Officer)
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/s/ Bradley A. Alford
Bradley A. Alford
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Director
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/s/ Thomas K. Brown
Thomas K. Brown
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Director
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/s/ Stephen G. Butler
Stephen G. Butler
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Director
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/s/ Thomas W. Dickson
Thomas W. Dickson
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Director
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/s/ Steven F. Goldstone
Steven F. Goldstone
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Director
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/s/ Joie A. Gregor
Joie A. Gregor
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Director
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/s/ Rajive Johri
Rajive Johri
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Director
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/s/ Richard H. Lenny
Richard H. Lenny
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Director
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/s/ Ruth Ann Marshall
Ruth Ann Marshall
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Director
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/s/ Craig P. Omtvedt
Craig P. Omtvedt
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Director
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Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, as of the 22
nd
day of June, 2017.
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CONAGRA BRANDS RETIREMENT INCOME SAVINGS PLAN
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CONAGRA BRANDS RETIREMENT INCOME SAVINGS PLAN
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FOR HOURLY RATE PRODUCTION EMPLOYEES
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By:
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/s/ Ryan Egan
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Name: Ryan Egan
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Title: Vice President of Human Resources
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