As filed with the Securities and Exchange Commission on August 22, 1997. 
                                                  Registration No. 333- 
======================================================================== 
 
 
                    SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D.C.  20549 
                    ----------------------------------- 
                                  FORM S-8 
                         REGISTRATION STATEMENT 
                                   Under 
                        THE SECURITIES ACT OF 1933 
                    ----------------------------------- 
                     INTERNATIONAL MULTIFOODS CORPORATION 
             (Exact name of registrant as specified in its charter) 
 
               Delaware                                  41-0871880 
      (State or other jurisdiction of                 (I.R.S. Employer 
       incorporation or organization)                Identification No.) 
 
33 South 6th Street, Minneapolis, Minnesota                 55402 
  (Address of Principal Executive Offices)               (Zip Code) 
 
1997 STOCK-BASED INCENTIVE PLAN OF INTERNATIONAL MULTIFOODS CORPORATION 
                           (Full title of the plan) 
                       -------------------------------- 
 
                         Frank W. Bonvino, Esq. 
              Vice President, General Counsel and Secretary 
                   International Multifoods Corporation 
                          33 South 6th Street 
                    Minneapolis, Minnesota 55402 
               (Name and address of agent for service) 
 
                             (612) 340-3300 
(Telephone number, including area code, of agent for service) 
 
               CALCULATION OF REGISTRATION FEE 
========================================================================= 
                                 Proposed      Proposed 
Title of                         maximum       maximum 
Securities         Amount         offering     aggregate       Amount of 
to be              to be          price       offering        registration 
registered      registered (1)   per share      price              fee 
----------     --------------   ----------    -----------    ------------ 
 
Common Stock 
(par value       750,000        $27.4375*     $20,578,125*      $6,235.80 
 $.10 per 
 share)  
======================================================================== 
 
*Estimated solely for the purpose of computing the amount of the  
registration fee in accordance with Rule 457(h)(1) under the Securities  
Act of 1933, based upon the average of the high and low prices on the  
New York Stock Exchange as reported in the consolidated transaction  
reporting system on August 19, 1997. 
 
 
 
 
                                 PART II 
 
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.   Incorporation of Documents by Reference. 
 
          The following documents which have been filed with the  
Securities and Exchange Commission by International Multifoods  
Corporation (the "Company") are incorporated by reference into this  
registration statement as of their respective dates: 
 
(a) The Company's Annual Report on Form 10-K for the fiscal year ended  
February 28, 1997. 
 
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended  
May 31, 1997. 
 
(c) The Company's Current Report on Form 8-K dated June 5, 1997. 
 
(d) The description of the Company's Common Stock, par value $.10 per  
share ("Common Stock"), which is contained in a registration  
statement filed under the Securities Exchange Act of 1934, as  
amended (the "Exchange Act"), including any amendment or report  
filed for the purpose of updating such description. 
 
    All reports and other documents filed by the Company pursuant to  
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to  
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  
to be incorporated by reference in this registration statement and to be  
a part hereof from the respective dates of filing such reports and  
documents. 
 
Item 4.   Description of Securities. 
 
            Not applicable. 
 
Item 5.   Interests of Named Experts and Counsel. 
 
            None. 
 
Item 6.   Indemnification of Directors and Officers. 
 
             Under Section 145 of the Delaware General Corporation Law,  
the directors and officers of the Company are entitled, under certain  
circumstances, to be indemnified by it against all expenses and  
liabilities incurred by or imposed upon them as a result of suits  
brought against them as such directors and officers, if they act in good  
faith and in a manner they reasonably believe to be in or not opposed to  
the best interests of the Company, and, with respect to any criminal  
action or proceeding, have no reasonable cause to believe their conduct  
was unlawful, except that no indemnification shall be made against  
expenses in respect of any claim, issue or matter as to which they shall  
have been adjudged to be liable to the Company, unless and only to the  
extent that the court in which such action or suit was brought shall  
determine upon application that, despite the adjudication of liability  
but in view of all the circumstances of the case, they are fairly and  
reasonably entitled to indemnity for such expenses which such court  
shall deem proper.  Any such indemnification may be made by the Company  
only as authorized in each specific case upon a determination by the  
stockholders, independent legal counsel or the disinterested directors  
that indemnification is proper in the circumstances because the  
indemnitee has met the applicable statutory standard of conduct. 
 
          The Restated Certificate of Incorporation, as amended, and the  
Bylaws of the Company provide that the officers and directors of the  
Company and certain others shall be indemnified to the fullest extent  
permitted or authorized by the Delaware General Corporation Law.  The  
Restated Certificate of Incorporation, as amended, and the Bylaws of the  
Company also provide that a director shall not be personally liable to  
the Company or its stockholders for monetary damages for a breach of  
fiduciary duty as a director, except for liability (1) for any breach of  
the director's duty of loyalty to the Company or its stockholders, (2)  
for acts or omissions not in good faith or which involve intentional  
misconduct or a knowing violation of law, (3) under the Delaware  
statutory provision making directors personally liable for unlawful  
dividends or unlawful stock repurchases or redemptions, or (4) for any  
transaction from which the director derived any improper personal  
benefit. 
 
          The Company has entered into agreements with its directors and  
executive officers which provide that the Company shall indemnify such  
persons to the fullest extent authorized by the Delaware General  
Corporation Law.  Such agreements also set forth certain procedures with  
regard to advances, settlement, maintenance of insurance, notification  
of claims and defense of claims. 
 
          The Company maintains a standard policy of directors' and  
officers' liability insurance. 
 
Item 7.   Exemption from Registration Claimed. 
 
             Not applicable. 


 
Item 8.   Exhibits. 
 
              23  Consent of KPMG Peat Marwick LLP 
 
              24  Power of Attorney 


 
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: 
 
          (a)          To include any prospectus required by  
section 10(a)(3) of the Securities Act of 1933; 
 
          (b)          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, in the aggregate, the  
changes in volume 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 
 
          (c)          To include any material information with  
respect to the plan of distribution not previously disclosed  
in the registration statement or any material change to such  
information in this registration statement; 
 
provided, however, that paragraphs A(1)(a) and A(1)(b) do not  
apply if 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 this registration statement. 
 
          (2)          That, for the purpose of determining any  
liability under the Securities Act of 1933, 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 the 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 offerings. 
 
B.          The undersigned registrant hereby undertakes that, for  
purposes of determining any liability under the Securities Act of  
1933, each filing of the registrant's annual report pursuant to  
section 13(a) or section 15(d) of the Securities Exchange Act of  
1934 (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 this  
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. 
 
C.          Insofar as indemnification for liabilities arising  
under the Securities Act of 1933 may be permitted to directors,  
officers and controlling persons of the registrant pursuant to the  
provisions described in Item 6 hereof, 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 of 1933 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 of 1933 and will be  
governed by the final adjudication of such issue. 
 
 
                           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 Minneapolis,  
State of Minnesota, on August 22, 1997. 
 
                             INTERNATIONAL MULTIFOODS CORPORATION 
                                        (Registrant) 
 
                              By /s/ Gary E. Costley                     
                                    Gary E. Costley, Ph.D. 
                                    Chairman of the Board, President and 
                                       Chief Executive Officer 
 
 
          Pursuant to the requirements of the Securities Act of 1933,  
this registration statement has been signed below by the following  
persons in the capacities and on the date indicated. 
 
Signature                    Title                             Date 
 
 
/s/ Gary E. Costley          Chairman of the Board, President  August 22, 1997 
Gary E. Costley, Ph.D.          and Chief Executive Officer 
                                (Principal Executive Officer) 
                                and Director 
 
/s/ William L. Trubeck       Senior Vice President - Finance   August 22, 1997 
William L. Trubeck            and Chief Financial Officer  
                              (Principal Financial Officer) 
 
 
/s/ Dennis R. Johnson        Vice President and                August 22, 1997 
Dennis R. Johnson            Controller 
                             (Principal Accounting Officer) 
 
          *                  Director                          August 22, 1997 
James G. Fifield 
 
 
          *                  Director                          August 22, 1997 
Robert M. Price 
 
 
          *                  Director                          August 22, 1997 
Nicholas L. Reding 
 
 
          *                  Director                          August 22, 1997 
Jack D. Rehm 
 
 
 
          *                  Director                          August 22, 1997 
Lois D. Rice 
 
 
          *                  Director                          August 22, 1997 
Richard K. Smucker 
 
 
                             Director 
Dolph W. von Arx 
 
 
*By /s/ Frank W. Bonvino           
          Frank W. Bonvino 
          Attorney-in-Fact 
 
 
 

 
 
                            EXHIBIT INDEX 
 
 
          23          Consent of KPMG Peat Marwick LLP 
 
          24          Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK BASED INCENTIVE PLAN", "secsgml_size_bytes": 14760}]
{"company-data": {"conformed-name": "INTERNATIONAL MULTIFOODS CORP", "cik": "0000051410", "assigned-sic": "5140", "irs-number": "410871880", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34171", "film-number": "97668322"}, "business-address": {"street1": "33 S SIXTH ST", "street2": "P O BOX 2942", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402-0942", "phone": "6123403300"}, "former-company": {"former-conformed-name": "INTERNATIONAL MILLING CO INC", "date-changed": "19700217"}}
As filed with the Securities and Exchange Commission on August 22, 1997. 
                                                  Registration No. 333- 
======================================================================== 
 
 
                    SECURITIES AND EXCHANGE COMMISSION 
                        Washington, D.C.  20549 
                    ----------------------------------- 
                                  FORM S-8 
                         REGISTRATION STATEMENT 
                                   Under 
                        THE SECURITIES ACT OF 1933 
                    ----------------------------------- 
                     INTERNATIONAL MULTIFOODS CORPORATION 
             (Exact name of registrant as specified in its charter) 
 
               Delaware                                  41-0871880 
      (State or other jurisdiction of                 (I.R.S. Employer 
       incorporation or organization)                Identification No.) 
 
33 South 6th Street, Minneapolis, Minnesota                 55402 
  (Address of Principal Executive Offices)               (Zip Code) 
 
1997 STOCK-BASED INCENTIVE PLAN OF INTERNATIONAL MULTIFOODS CORPORATION 
                           (Full title of the plan) 
                       -------------------------------- 
 
                         Frank W. Bonvino, Esq. 
              Vice President, General Counsel and Secretary 
                   International Multifoods Corporation 
                          33 South 6th Street 
                    Minneapolis, Minnesota 55402 
               (Name and address of agent for service) 
 
                             (612) 340-3300 
(Telephone number, including area code, of agent for service) 
 
               CALCULATION OF REGISTRATION FEE 
========================================================================= 
                                 Proposed      Proposed 
Title of                         maximum       maximum 
Securities         Amount         offering     aggregate       Amount of 
to be              to be          price       offering        registration 
registered      registered (1)   per share      price              fee 
----------     --------------   ----------    -----------    ------------ 
 
Common Stock 
(par value       750,000        $27.4375*     $20,578,125*      $6,235.80 
 $.10 per 
 share)  
======================================================================== 
 
*Estimated solely for the purpose of computing the amount of the  
registration fee in accordance with Rule 457(h)(1) under the Securities  
Act of 1933, based upon the average of the high and low prices on the  
New York Stock Exchange as reported in the consolidated transaction  
reporting system on August 19, 1997. 
 
 
 
 
                                 PART II 
 
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
Item 3.   Incorporation of Documents by Reference. 
 
          The following documents which have been filed with the  
Securities and Exchange Commission by International Multifoods  
Corporation (the "Company") are incorporated by reference into this  
registration statement as of their respective dates: 
 
(a) The Company's Annual Report on Form 10-K for the fiscal year ended  
February 28, 1997. 
 
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended  
May 31, 1997. 
 
(c) The Company's Current Report on Form 8-K dated June 5, 1997. 
 
(d) The description of the Company's Common Stock, par value $.10 per  
share ("Common Stock"), which is contained in a registration  
statement filed under the Securities Exchange Act of 1934, as  
amended (the "Exchange Act"), including any amendment or report  
filed for the purpose of updating such description. 
 
    All reports and other documents filed by the Company pursuant to  
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to  
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  
to be incorporated by reference in this registration statement and to be  
a part hereof from the respective dates of filing such reports and  
documents. 
 
Item 4.   Description of Securities. 
 
            Not applicable. 
 
Item 5.   Interests of Named Experts and Counsel. 
 
            None. 
 
Item 6.   Indemnification of Directors and Officers. 
 
             Under Section 145 of the Delaware General Corporation Law,  
the directors and officers of the Company are entitled, under certain  
circumstances, to be indemnified by it against all expenses and  
liabilities incurred by or imposed upon them as a result of suits  
brought against them as such directors and officers, if they act in good  
faith and in a manner they reasonably believe to be in or not opposed to  
the best interests of the Company, and, with respect to any criminal  
action or proceeding, have no reasonable cause to believe their conduct  
was unlawful, except that no indemnification shall be made against  
expenses in respect of any claim, issue or matter as to which they shall  
have been adjudged to be liable to the Company, unless and only to the  
extent that the court in which such action or suit was brought shall  
determine upon application that, despite the adjudication of liability  
but in view of all the circumstances of the case, they are fairly and  
reasonably entitled to indemnity for such expenses which such court  
shall deem proper.  Any such indemnification may be made by the Company  
only as authorized in each specific case upon a determination by the  
stockholders, independent legal counsel or the disinterested directors  
that indemnification is proper in the circumstances because the  
indemnitee has met the applicable statutory standard of conduct. 
 
          The Restated Certificate of Incorporation, as amended, and the  
Bylaws of the Company provide that the officers and directors of the  
Company and certain others shall be indemnified to the fullest extent  
permitted or authorized by the Delaware General Corporation Law.  The  
Restated Certificate of Incorporation, as amended, and the Bylaws of the  
Company also provide that a director shall not be personally liable to  
the Company or its stockholders for monetary damages for a breach of  
fiduciary duty as a director, except for liability (1) for any breach of  
the director's duty of loyalty to the Company or its stockholders, (2)  
for acts or omissions not in good faith or which involve intentional  
misconduct or a knowing violation of law, (3) under the Delaware  
statutory provision making directors personally liable for unlawful  
dividends or unlawful stock repurchases or redemptions, or (4) for any  
transaction from which the director derived any improper personal  
benefit. 
 
          The Company has entered into agreements with its directors and  
executive officers which provide that the Company shall indemnify such  
persons to the fullest extent authorized by the Delaware General  
Corporation Law.  Such agreements also set forth certain procedures with  
regard to advances, settlement, maintenance of insurance, notification  
of claims and defense of claims. 
 
          The Company maintains a standard policy of directors' and  
officers' liability insurance. 
 
Item 7.   Exemption from Registration Claimed. 
 
             Not applicable. 

 
Item 8.   Exhibits. 
 
              23  Consent of KPMG Peat Marwick LLP 
 
              24  Power of Attorney 

 
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: 
 
          (a)          To include any prospectus required by  
section 10(a)(3) of the Securities Act of 1933; 
 
          (b)          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, in the aggregate, the  
changes in volume 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 
 
          (c)          To include any material information with  
respect to the plan of distribution not previously disclosed  
in the registration statement or any material change to such  
information in this registration statement; 
 
provided, however, that paragraphs A(1)(a) and A(1)(b) do not  
apply if 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 this registration statement. 
 
          (2)          That, for the purpose of determining any  
liability under the Securities Act of 1933, 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 the 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 offerings. 
 
B.          The undersigned registrant hereby undertakes that, for  
purposes of determining any liability under the Securities Act of  
1933, each filing of the registrant's annual report pursuant to  
section 13(a) or section 15(d) of the Securities Exchange Act of  
1934 (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 this  
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. 
 
C.          Insofar as indemnification for liabilities arising  
under the Securities Act of 1933 may be permitted to directors,  
officers and controlling persons of the registrant pursuant to the  
provisions described in Item 6 hereof, 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 of 1933 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 of 1933 and will be  
governed by the final adjudication of such issue. 
 
 
                           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 Minneapolis,  
State of Minnesota, on August 22, 1997. 
 
                             INTERNATIONAL MULTIFOODS CORPORATION 
                                        (Registrant) 
 
                              By /s/ Gary E. Costley                     
                                    Gary E. Costley, Ph.D. 
                                    Chairman of the Board, President and 
                                       Chief Executive Officer 
 
 
          Pursuant to the requirements of the Securities Act of 1933,  
this registration statement has been signed below by the following  
persons in the capacities and on the date indicated. 
 
Signature                    Title                             Date 
 
 
/s/ Gary E. Costley          Chairman of the Board, President  August 22, 1997 
Gary E. Costley, Ph.D.          and Chief Executive Officer 
                                (Principal Executive Officer) 
                                and Director 
 
/s/ William L. Trubeck       Senior Vice President - Finance   August 22, 1997 
William L. Trubeck            and Chief Financial Officer  
                              (Principal Financial Officer) 
 
 
/s/ Dennis R. Johnson        Vice President and                August 22, 1997 
Dennis R. Johnson            Controller 
                             (Principal Accounting Officer) 
 
          *                  Director                          August 22, 1997 
James G. Fifield 
 
 
          *                  Director                          August 22, 1997 
Robert M. Price 
 
 
          *                  Director                          August 22, 1997 
Nicholas L. Reding 
 
 
          *                  Director                          August 22, 1997 
Jack D. Rehm 
 
 
 
          *                  Director                          August 22, 1997 
Lois D. Rice 
 
 
          *                  Director                          August 22, 1997 
Richard K. Smucker 
 
 
                             Director 
Dolph W. von Arx 
 
 
*By /s/ Frank W. Bonvino           
          Frank W. Bonvino 
          Attorney-in-Fact 
 
 
 

 
 
                            EXHIBIT INDEX 
 
 
          23          Consent of KPMG Peat Marwick LLP 
 
          24          Power of Attorney