As filed with the Securities and Exchange Commission on December
18, 2003
Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J & J SNACK FOODS CORP.
(Exact name of Registrant as specified in its charter)
New Jersey 2050 22-1935537
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
J & J SNACK FOODS CORP.
6000 Central Highway
Pennsauken, New Jersey 08109
(Address, including zip code of Registrant's principal executive
offices)
J & J SNACK FOODS CORP.
2002 STOCK OPTION PLAN
(Full title of the Plan)
GERALD B. SHREIBER
Chairman, President, Chief Executive Officer
and Director
J & J Snack Foods Corp.
6000 Central Highway
Pennsauken, NJ 08109
(856) 665-9533
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
A. FRED RUTTENBERG, ESQUIRE
Blank Rome LLP
A Pennsylvania LLP
210 Lake Drive East, Suite 200
Cherry Hill, New Jersey 08002
(856) 779-3600
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
each class registered(1) maximum maximum registration
of offering offering fee
securities price per price
to be share
registered
Common 400,000 $36.70(2) $14,680,000 $1,187.61
Stock
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement covers, in addition to the
number of shares set forth above, an indeterminate number of
shares which, by reason of certain events specified in the
Plans, may become subject to the Plans pursuant to the anti-
dilution provision of the Plans. (2) Estimated in accordance
with Rule 457(h), solely for the purpose of calculating the
registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified
in Part I of Form S-8 will be sent or given to
participants in the J & J Snack Foods Corp. 2002 Stock
Option Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").
Such documents are not being filed with the
Commission, but constitute (along with the documents
incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a
prospectus that meets the requirements of Section
10(a) of the Securities Act.
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Item 2. Registrant Information and Employee Plan
Annual Information.
The document(s) containing the information specified
in Item 2 will be sent or given to employees as
specified in Rule 428(b)(1) and are not required to be
filed as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently
filed by J & J Snack Foods Corp. ("J & J" or the
"Company") with the Commission are hereby incorporated
by reference in this Registration Statement:
(i) The Company's Annual Report on Form 10-K for
the fiscal year ended September 27, 2003 (File No. 0-
14616) filed pursuant to Rule 13a-1 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
and all amendments thereto;
(ii)All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above; and
(iii)The description of the Company's Common Stock,
which is incorporated by reference to the Company's
Registration Statement on Form S-2 (File No. 33-40811)
filed with the Commission on May 24, 1991 and all
amendments or reports filed for the purpose of
updating such description.
All reports and other documents subsequently filed by
the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after
the date hereof, and prior to the filing of a post-
effective amendment which indicates that all
securities offered hereby have been sold or which
deregisters all securities then remaining unsold,
shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from
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the date of the filing of such documents. Any
statement contained in the documents incorporated, or
deemed to be incorporated, be reference herein or
therein shall be deemed to be modified or superseded
for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained
herein or therein or in any other subsequently filed
document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the Prospectus.
The Company shall furnish without charge to each
person to whom the Prospectus is delivered, on the
written or oral request of such person, a copy of any
or all of the documents incorporated by reference,
other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference to
the information that is incorporated). Requests
should be directed to Dennis G. Moore, Secretary of
the Company, J & J Snack Foods Corp., 6000 Central
Highway, Pennsauken, New Jersey 08109, telephone
number (856) 665-9533.
All information appearing in this Registration
Statement and the Prospectus is qualified in its
entirety by the detailed information, including
financial statements, appearing in the documents
incorporated herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business
Corporation Act (the "NJBCA"), the Company must
indemnify each of its directors and officers for his
expenses (that is, reasonable costs, disbursements and
counsel fees) in connection with any proceeding
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involving such person by reason of his having been an
officer or director to the extent he is successful on
the merits.
The By-Laws of the Company provide that the Company
shall, to the fullest extent permitted by applicable
law, indemnify its directors and officers who were or
are a party or are threatened to be made a party to
any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (whether or not such action, suit or
proceeding arises or arose by or in the right of the
Company or other entity) by reason of the fact that
such director or officer is or was a director or
officer of the Company or is or was serving at the
request of the Company as a director, officer,
employee, general partner, agent or fiduciary of
another corporation, partnership, joint venture, trust
or other enterprise (including service with respect to
employee benefit plans), against expenses (including
service with respect to employee benefit plans),
against expenses (including, but not limited to,
attorneys' fees and costs), judgments, fines
(including excise taxes assessed on a person with
respect to any employee benefit plan) and amounts paid
in settlement actually and reasonably incurred by such
director or officer in accordance with such action,
suit or proceeding, except as otherwise provided in
the By-Laws. Expenses incurred by a director of
officer of the Company in defending a threatened,
pending or completed civil or criminal action, suit or
proceeding shall be paid by the Company in advance of
the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall
ultimately be determined that such person is not
entitled to be indemnified by the Company, except as
otherwise provided in the By-Laws. The
indemnification and advancement or reimbursement of
expenses provided by, or granted pursuant to,
provisions contained in the By-Laws shall not be
deemed exclusive of any other rights to which those
seeking indemnification or advancement or
reimbursement of expenses may be entitled under the
Certificate of Incorporation or any by-law, agreement,
vote of shareholders or directors of otherwise, both
as to action in such director's or officer's official
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capacity and as to action in another capacity while
holding that office.
The Amended and Restated Certificate of Incorporation
of the Company provides that directors shall not be
personally liable to the Company or its shareholders
for damages for breach of any duty owed to the Company
or its shareholders, except that such provision shall
not relieve a director from such liability for any
breach of duty based on an act or omission (a) in
breach of such director's duty of loyalty to the
Company or its shareholders, or (b) not in good faith
or involving a knowing violation of law, or (c)
resulting in the receipt by such director of an
improper personal benefit.
The Company's directors and officers are currently
insured under a Directors and Officers Liability
Including Company Reimbursement Policy with a policy
limit of $5,000,000, subject to certain deductibles
and exclusions, for any actual or alleged error or
misstatement or misleading statement or act or
omission or neglect or breach of duty by the directors
and officers of the Company in the discharge of their
duties, individually or collectively, or any matter
claimed against them solely by reason of their being
directors or officers of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement or, where so indicated have been
previously filed and are incorporated herein by reference.
Regulation S-B
Exhibit Number Description
5.1 Opinion of counsel regarding legality
10.1 2002 Stock Option Plan
23.1 Consent of Grant Thornton LLP
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23.2 Consent of Counsel (included as part of
Exhibit 5.1)
Item 9. Undertakings.
(a) The undersigned Registrant 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the commission
pursuant to Rule 424(b) if, the aggregate, the
changes in value and price represent no more than a
20% change in the maximum aggregate offering price
set forth in the Calculation of Registration Fee
Table in the effective Registration Statement; and
(iii) to include any additional 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.
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
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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.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section 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
with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration
Statement.
(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 Section 15(d) of the Securities
Exchange Act of 1934, as amended (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 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 Securities and
Exchange 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
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by the Registrant of expenses incurred or paid by
a director, officer or controlling person 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.
SIGNATURES
The Registrant. 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 on Form S-8 and authorized this
Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in
the Township of Pennsauken, State of New Jersey
on December 18, 2003.
J & J SNACK FOODS CORP.
Date: December 18, 2003 By /s/Gerald B. Shreiber
Gerald B. Shreiber
Chairman, President,
Chief Executive Officer
and Director
(Duly Authorized Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerald B.
Shreiber, his true and lawful attorney-in-fact and agent
with full power of substitution or resubstitution, for him
and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all
exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power
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and authority to do and perform each and every act and
thing requisite and 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 attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act
of 1933, this registration statement was signed by the
following persons in the capacities and on the dates
stated.
SIGNATURE CAPACITY DATE
s/Gerald B. Chairman, President, Chief December 18,
Shreiber Executive Officer and Director 2003
Gerald B. (Principal Executive Officer)
Shreiber
s/Robert M. Senior Vice President, Chief December 18,
Radano Operating Officer and Director 2003
Robert M. (Principal Operating Officer)
Radano
s/Dennis G. Senior Vice President, Chief December 18,
Moore Financial Officer and Director 2003
Dennis G. Moore (Principal Financial Officer
s/Sidney R. Director December 18,
Brown 2003
Sidney R. Brown
s/Leonard M. Director December 18,
Lodish 2003
Leonard M.
Lodish
s/Peter G. Director December 18,
Stanley 2003
Peter G.
Stanley
EXHIBIT INDEX
S-B Exhibit Numbers Description
5.1 Opinion of Counsel regarding legality
10.1 2002 Stock Option Plan
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included as part of
Exhibit 5.1)
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