As filed with the Securities and Exchange Commission on March 20, 2002
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
Kraft Foods Inc.
(Exact name of registrant as specified in its charter)
Virginia 52-2884372
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
Three Lakes Drive
Northfield, Illinois
(Address of Principal Executive 60093
Offices) (Zip Code)
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Kraft Foods Inc. 2001 Performance Incentive Plan
Kraft Foods Inc. 2001 Compensation Plan for Non-Employee Directors
(Full titles of the plans)
Calvin J. Collier, Esq.
General Counsel
Kraft Foods Inc.
Three Lakes Drive
Northfield, Illinois 60093
(Name and address of agent for service)
(847) 646-2805
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered Title of Plan registered per share(1) offering price(1) fee(2)
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Kraft Foods Inc. 2001
Class A common stock, Performance Incentive
no par value Plan 75,000,000 shs.(3) $37.37 $2,802,750,000 $257,853.00
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Kraft Foods Inc. 2001
Class A common stock, Compensation Plan for
no par value Non-Employee Directors 500,000 shs.(3) $37.37 $ 18,685,000 $ 1,719.02
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Total: 75,500,000 shs.(3) $2,821,435,000 $259,572.02
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(1) Estimated solely for the purpose of computing the registration fee and
calculated in accordance with Rule 457(c) under the Securities Act of 1933,
based upon the average of the high and low prices for the Class A common stock
reported in the consolidated reporting system on March 14, 2002.
(2) This registration fee is offset by a registration fee that was previously
paid by the Registrant in connection with its Registration Statement
No. 333-71266 filed on October 9, 2001.
(3) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Kraft Foods Inc. (the "Company") with
the Commission (File No. 1-16483) are incorporated herein by reference and made
a part hereof:
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 2001;
(ii) the Company's Current Report on Form 8-K, filed with the
Commission on January 30, 2002; and
(iii) the description of the Company's Class A common stock contained
in the Company's Registration Statement on Form 8-A dated May 9,
2001, including any subsequent amendment or any report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein 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 document that is incorporated by reference
herein modifies or supersedes such earlier 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.
The Virginia Stock Corporation Act (the "VSCA") permits, and the
Company's Articles of Incorporation require, indemnification of the Registrant's
directors, officers and controlling persons in a variety of circumstances, which
may include indemnification for liabilities under the Securities Act. The
Company's Articles of Incorporation require the Company to indemnify its
directors, officers and controlling persons to the full extent permitted by the
VSCA. Sections 13.01-697 and 13.01-702 of the VSCA generally authorize a
Virginia corporation to indemnify its directors, officers, employees or agents
in civil or criminal actions if they acted in good faith and believed their
conduct to be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. Section 13.01-704 of the VSCA also provides that a Virginia
corporation has the power to make any further indemnity to any director,
officer, employee or agent, including under its articles of incorporation or any
bylaw or shareholder resolution, except an indemnity against their willful
misconduct or a knowing violation of the criminal law.
The Company's Articles of Incorporation also provide that, to the full
extent that the VSCA permits the limitation or elimination of the liability of
directors, officers and certain controlling persons, no director, officer or
such controlling person of the Company shall be liable to the Company or its
shareholders for monetary damages arising out of any transaction, occurrence or
course of conduct. Section 13.1-692.1 of the VSCA presently permits the
elimination of liability of directors and officers in any proceeding brought by
or in the right of a corporation or brought by or on behalf of shareholders of a
corporation, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law, including, without limitation, any unlawful insider
trading or manipulation of the market for any security. Sections 13.1-692.1 and
13.1-696 to -704 of the VSCA are hereby incorporated by reference herein.
The Company carries insurance on behalf of directors, officers,
employees or agents that may cover liabilities under the Securities Act.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Kraft Foods Inc. 2001 Performance Incentive Plan (incorporated by
reference to Exhibit 10.4 to the Company's Amendment No. 5 to
Form S-1, filed with the Commission on June 8, 2001 (Reg. No.
333-57162)).
4.2 Kraft Foods Inc. 2001 Compensation Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.5 to the
Company's Amendment No. 1 to Form S-1, filed with the Commission
on May 2, 2001).
4.3 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form S-1, filed with
the Commission on March 16, 2001).
4.4 Articles of Amendment to the Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the
Company's Form S-1, filed with the Commission on March 16, 2001).
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4.5 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
S-1, filed with the Commission on June 8, 2001).
5 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
(filed herewith).
24 Powers of Attorney executed by Geoffrey C. Bible, Louis C.
Camilleri, Roger K. Deromedi, W. James Farrell, Betsy D. Holden,
John C. Pope, Mary L. Schapiro, William H. Webb and Deborah C.
Wright (filed herewith).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are 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, as amended (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; 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 in such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act 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 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
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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 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, 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 the City of Northfield, State of Illinois, on the 20th day
of March, 2002.
KRAFT FOODS INC.
By: /s/ JAMES P. DOLLIVE
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Name: James P. Dollive
Title: Senior Vice President and
Chief Financial Officer
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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.
Signature Title Date
Senior Vice President and Chief
/s/ JAMES P. DOLLIVE Financial Officer (principal March 20, 2002
--------------------------------------- financial officer)
James P. Dollive
Vice President and Controller
/s/ JOHN F. MOWRER, III (principal accounting officer) March 20, 2002
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John F. Mowrer, III
Roger K. Deromedi and Betsy D. Holden Co-Chief Executive Officers
and Directors
By: /s/ JAMES P. DOLLIVE
----------------------------------- March 20, 2002
James P. Dollive, Attorney-in-fact
Geoffrey C. Bible, Louis C. Camilleri,
W. James Farrell, John C. Pope, Mary L. Directors
Schapiro, William H. Webb and Deborah
C. Wright
By: /s/ JAMES P. DOLLIVE March 20, 2002
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James P. Dollive, Attorney-in-fact
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Kraft Foods Inc. 2001 Performance Incentive Plan (incorporated by
reference to Exhibit 10.4 to the Company's Amendment No. 5 to
Form S-1, filed with the Commission on June 8, 2001 (Reg. No.
333-57162)).
4.2 Kraft Foods Inc. 2001 Compensation Plan for Non-Employee
Directors (incorporated by reference to Exhibit 10.5 to the
Company's Amendment No. 1 to Form S-1, filed with the Commission
on May 2, 2001).
4.3 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Form S-1, filed with
the Commission on March 16, 2001).
4.4 Articles of Amendment to the Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.2 to the
Company's Form S-1, filed with the Commission on March 16, 2001).
4.5 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.3 to the Company's Amendment No. 5 to Form
S-1, filed with the Commission on June 8, 2001).
5 Opinion of Hunton & Williams as to the legality of the securities
being registered (filed herewith).
23.1 Consent of Hunton & Williams (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
(filed herewith).
24 Powers of Attorney executed by Geoffrey C. Bible, Louis C.
Camilleri, Roger K. Deromedi, W. James Farrell, Betsy D. Holden,
John C. Pope, Mary L. Schapiro, William H. Webb and Deborah C.
Wright (filed herewith).
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