As filed with the Securities and Exchange Commission on October 23, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-4
REGISTRATION STATEMENT
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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2000
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47-0248710
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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222 Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
(312)
549-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Colleen R. Batcheler
Executive Vice President, General Counsel and Corporate Secretary
Conagra Brands, Inc.
222
Merchandise Mart Plaza, Suite 1300
Chicago, Illinois 60654
(312)
549-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
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Peter E. Izanec, Esq.
Timothy P. FitzSimons, Esq.
Michael J. Solecki, Esq.
Bradley C. Brasser, Esq.
Jones Day
901 Lakeside
Avenue
Cleveland, Ohio 44114
(216)
586-3939
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M. Kelley Maggs, Esq.
Executive Vice President, Secretary and General Counsel
Pinnacle Foods Inc.
399
Jefferson Road
Parsippany, New Jersey 07054
(973)
541-6620
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Robert I. Townsend, III, Esq.
O. Keith Hallam, III, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New
York, New York 10019
(212)
474-1000
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Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared
effective and upon the satisfaction or waiver of all other conditions to the closing of the merger described herein.
If the securities being registered on
this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration
No. 333-226329
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
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.
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Large accelerated filer
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☒
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Smaller reporting company
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☐
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Non-accelerated filer
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☐
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Emerging growth company
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☐
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Accelerated filer
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☐
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If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act.
If applicable, place an X in
the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule
13e-4(i)
(Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer) ☐
CALCULATION OF
REGISTRATION FEE
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Title of Each Class of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration
Fee
(3)
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Shares of Common Stock, par value $5.00 per share
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18,173
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N/A
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$1,847,717.49
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$224
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(1)
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Represents the maximum number of additional shares of common stock of Conagra Brands, Inc. (the
Registrant) estimated to be issued in connection with the merger described herein. The Registrant has previously registered 77,434,205 shares of common stock pursuant to the registration statement on Form
S-4
(Registration
No. 333-226329),
which was declared effective on September 17, 2018. The Registrant now anticipates that up to 77,452,378 shares of its
common stock may be issued pursuant to the merger.
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(2)
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Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the
Securities Act of 1933 and computed pursuant to Rule 457(c) and 457(f) of the Securities Act of 1933. The proposed maximum offering price is equal to the product of (a) $66.03, the average of the high and low prices per share of shares of Pinnacle
common stock as reported on the New York Stock Exchange on October 18, 2018, rounded to the nearest cent, and (b) the estimated number of additional shares of Pinnacle common stock that may be exchanged for the merger consideration.
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(3)
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Determined in accordance with Section 6(b) of the Securities Act of 1933 at a rate equal to $121.20 per
$1,000,000 of the proposed maximum aggregate offering price.
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This registration statement will become effective automatically upon
filing with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.