As filed with the Securities and Exchange Commission on March 11, 2009.

Registration Number 333 — __________

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Campbell Soup Company

New Jersey		21-0419870
State of Incorporation		I.R.S. Employer Identification No.

One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices

ELLEN ORAN KADEN
Senior Vice President — Law and Government Affairs
Campbell Soup Company
One Campbell Place, Camden, New Jersey 08103-1799
Name and address of agent for service

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
		(Do not check if a smaller reporting company)

Proposed

Proposed

Maximum

Title of

Maximum

Aggregate

Securities to be

Amount to be

Offering Price

Offering

Amount of

Registered

Registered

Per Unit(2)

Price(2)

Registration Fee

Capital Stock, par value $0.0375 per share

4,500,000

$

26.04

$

117,180,000

$

4,606

(1)		Pursuant to Rule 416(a), this Registration Statement also covers any additional shares of capital stock that may become issuable as a result of stock splits, stock dividends or similar transactions.
(2)		These amounts are based upon the average of the high and low sale price for the capital stock as reported on the New York Stock Exchange on March 9, 2009, and are used solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h).

 

 

EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement on Form S-8 is being filed in order to register an additional 4,500,000 shares of the Registrant’s capital stock, par value $0.0375 per share, which are securities of the same class and relate to the same employee benefit plan, the Campbell Soup Company 2005 Long-Term Incentive Plan, as amended and restated, as those shares registered on the Registrant’s registration statement on Form S-8 previously filed with the Commission on June 2, 2006 (Registration No. 333-134675), which is hereby incorporated by reference.

PART II

Item 8. Exhibits

4 (i) — Campbell Soup Company’s Restated Certificate of Incorporation, as amended through February 24, 1997, was filed with the Securities and Exchange Commission (“SEC”) with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended July 28, 2002, and is incorporated herein by reference.

4 (ii) — Campbell Soup Company’s By-Laws, effective as of November 20, 2008, were filed with the SEC with a Form 8-K (SEC file number 1-3822) on October 8, 2008, and are incorporated herein by reference.

23 — Consent of PricewaterhouseCoopers LLP

24 — Power of Attorney

99 — Campbell Soup Company 2005 Long-Term Incentive Plan (as amended and restated) was filed with the SEC with Campbell’s 2008 Proxy Statement (SEC file number 1-3822) and is incorporated herein by reference.

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camden and State of New Jersey, on the 11th day of March 2009.

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.

Date: March 11, 2009

/s/ B. Craig Owens				/s/ Anthony P. DiSilvestro
B. Craig Owens				Anthony P. DiSilvestro
Senior Vice President — Chief Financial Officer and Chief Administrative Officer				Vice President — Controller

Harvey Golub		Chairman and Director		}
Douglas R. Conant		President, Chief Executive Officer and Director		} }
Edmund M. Carpenter		Director		}
Paul R. Charron		Director		}
Bennett Dorrance		Director		}
Randall W. Larrimore		Director		}		By:		John J. Furey
Mary Alice D. Malone		Director		}				John J. Furey
Sara Mathew		Director		}				Corporate Secretary
David C. Patterson		Director		}
Charles R. Perrin		Director		}
A. Barry Rand		Director		}
George Strawbridge, Jr.		Director		}
Les C. Vinney		Director		}
Charlotte C. Weber		Director		}

INDEX OF EXHIBITS

Document
4(i)		Campbell Soup Company’s Restated Certificate of Incorporation, as amended through February 24, 1997, was filed with the SEC with Campbell’s Form 10-K (SEC file number 1-3822) for the fiscal year ended July 28, 2002, and is incorporated herein by reference.
4(ii)		Campbell Soup Company’s By-Laws, effective as of November 20, 2008, were filed with the SEC with a Form 8-K (SEC file number 1-3822) on October 8, 2008, and are incorporated herein by reference.
23		Consent of PricewaterhouseCoopers LLP
24		Power of Attorney
99		Campbell Soup Company 2005 Long-Term Incentive Plan (as amended and restated) was filed with the SEC with Campbell’s 2008 Proxy Statement (SEC file number 1-3822) and is incorporated herein by reference.