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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Campbell Soup Co | NYSE:CPB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.52 | -1.15% | 44.85 | 45.455 | 44.82 | 45.17 | 2,394,862 | 01:00:00 |
New Jersey
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21-0419870
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State of Incorporation
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I.R.S. Employer Identification No.
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Large accelerated filer
þ
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Accelerated filer
☐
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Non-accelerated filer
☐
(Do not check if a smaller reporting company)
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Smaller reporting company
☐
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Title of Securities to be Registered
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Amount to be Registered
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Proposed Maximum Offering Price Per Unit
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Proposed Maximum Aggregate Offering
Price
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Amount of Registration Fee
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Deferred Compensation Obligations
(1)
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$15,000,000
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100%
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$15,000,000
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$1,739
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(a)
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Registrant’s annual report on Form 10-K for the fiscal year ended July 31, 2016.
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(b)
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Registrant’s quarterly reports on Form 10-Q for the quarterly periods ended October 30, 2016 and January 29, 2017.
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(c)
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Registrant’s current reports on Form 8-K filed with the SEC on October 17, 2016, November 17, 2016, December 12, 2016, and February 9, 2017.
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(a)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 estimate maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the registration statement;
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(b)
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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 be deemed to be the initial
bona fide
offering thereof.
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(c)
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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.
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(d)
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The undersigned Registrant undertakes that, for purposes of determining any liability under the Securities Act, each filing of Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of and employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration 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.
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(e)
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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 SEC 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 that 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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CAMPBELL SOUP COMPANY
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By: /s/ Anthony P. DiSilvestro
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Anthony P. DiSilvestro
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Senior Vice President and Chief Financial Officer
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/s/ Anthony P. DiSilvestro
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/s/ William J. O’Shea
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Anthony P. DiSilvestro
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William J. O’Shea
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Senior Vice President and Chief Financial Officer
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Vice President and Controller
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Les C. Vinney
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Chairman and Director
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}
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Denise M. Morrison
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President, Chief Executive
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}
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Officer and Director
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}
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Bennett Dorrance
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Director
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}
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Randall W. Larrimore
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Director
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}
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Marc B. Lautenbach
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Director
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}
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By: /s/ Charles A. Brawley, III
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Mary Alice D. Malone
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Director
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}
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Charles A. Brawley, III
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Sara Mathew
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Director
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}
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Corporate Secretary
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Keith R. McLoughlin
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Director
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}
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(pursuant to powers of attorney)
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Charles R. Perrin
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Director
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}
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Nick Shreiber
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Director
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}
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Tracey T. Travis
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Director
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}
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Archbold D. van Beuren
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Director
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}
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4(a)
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Campbell's Restated Certificate of Incorporation as amended through February 24, 1997, is incorporated by reference to Exhibit 3(i) to Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended July 28, 2002.
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4(b)
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Campbell’s By-Laws, effective April 1, 2016, are incorporated by reference to Exhibit 3 to Campbell’s Form 8-K (SEC file number 1-3822) filed with the SEC on March 24, 2016.
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4(c)
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Campbell Soup Company Supplemental Retirement Plan (as amended and restated effective as of August 1, 2015) is filed herewith.
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5
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Opinion of Charles A. Brawley, III, Vice President, Corporate Secretary and Associate General Counsel
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23(a)
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Consent of PricewaterhouseCoopers LLP
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23(b)
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Consent of Charles A. Brawley, III (included in Exhibit 5)
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24
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Powers of Attorney
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1 Year Campbell Soup Chart |
1 Month Campbell Soup Chart |
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