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As filed with the Securities and Exchange Commission on May 31, 2001
Registration No. 333-58320
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FLOWERS FOODS, INC.
(Exact name of issuer as specified in its charter)
Georgia 58-2582379
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification No.)
1919 Flowers Circle
Thomasville, Georgia 31757
(Address of principal executive offices)
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FLOWERS FOODS, INC. 401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
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G. Anthony Campbell, Esq.
Flowers Foods, Inc.
1919 Flowers Circle
Thomasville, Georgia 31757
(Name and address of agent for service)
(229) 226-9110
(Telephone number, including area code, of agent for service)
With a copy to:
Lizanne Thomas, Esq.
Jones, Day, Reavis & Pogue
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered(1) registered per share(2) offering price(2) registration fee(2)
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-- -- -- -- --
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(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Not applicable. All filing fees paid in connection with the
registration of these securities were paid with the filing with the Securities
and Exchange Commission of the Registration Statement on Form S-8 (333-58320)
filed on April 5, 2001 being amended by this post-effective amendment.
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT
On April 5, 2001, Flowers Foods, Inc. filed a Registration Statement on Form
S-8 (File No. 333-58320) with the Securities and Exchange Commission. The
contents of the registration statement are incorporated herein by reference.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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24 Power of Attorney
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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 on Form S-8 and has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Thomasville, State of
Georgia, on the 31st day of May, 2001.
FLOWERS FOODS, INC.
By: /s/ Amos R. McMullian
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Amos R. McMullian
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
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By: /s/ Amos R. McMullian Chairman of the Board of Directors and May 31, 2001
-------------------------- Chief Executive Officer (Principal
Amos R. McMullian Executive Officer)
By: /s/ Jimmy M. Woodward Vice President and Chief Financial Officer May 31, 2001
-------------------------- (Principal Accounting Officer)
Jimmy M. Woodward
By: /s/ G. Anthony Campbell Secretary and General Counsel May 31, 2001
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G. Anthony Campbell
By: * Director
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Robert P. Crozer
By: * Director
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Edward L. Baker
By: * Director
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Jackie M. Ward
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Signature Title Date
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By: * Director
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C. Martin Wood III
By: * Director
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Joe E. Beverly
By: * Director
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J.V. Shields, Jr.
By: * Director
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Franklin L. Burke
By: * Director
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Langdon S. Flowers
By: * Director
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Joseph L. Lanier
*By: /s/ G. Anthony Campbell May 31, 2001
--------------------------
G. Anthony Campbell
Attorney-in Fact
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933 the
trustees have duly caused this Amendment No. 1 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Thomasville, State of Georgia on this 31st day of May, 2001.
FLOWERS FOODS, INC.
401(K) RETIREMENT SAVINGS PLAN
By: /s/ R. Steven Kinsey
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Plan Administrator
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EXHIBIT INDEX
Exhibit
Number Description Index
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24 Power of Attorney Filed herewith