1 As filed with the Securities and Exchange Commission on May 31, 2001 Registration No. 333-58320 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- 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) ----------- FLOWERS FOODS, INC. 401(K) RETIREMENT SAVINGS PLAN (Full title of the plan) ----------- 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 ----------- CALCULATION OF REGISTRATION FEE ====================================================================================================== 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) ------------------------------------------------------------------------------------------------------ -- -- -- -- -- ====================================================================================================== (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. 2 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 ------ ----------- 24 Power of Attorney 3 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 ---------------------------------- 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 --------- ----- ---- 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 -------------------------- G. Anthony Campbell By: * Director -------------------------- Robert P. Crozer By: * Director --------------------------- Edward L. Baker By: * Director --------------------------- Jackie M. Ward 4 Signature Title Date --------- ----- ---- By: * Director --------------------------- C. Martin Wood III By: * Director --------------------------- Joe E. Beverly By: * Director --------------------------- J.V. Shields, Jr. By: * Director --------------------------- Franklin L. Burke By: * Director --------------------------- Langdon S. Flowers By: * Director --------------------------- Joseph L. Lanier *By: /s/ G. Anthony Campbell May 31, 2001 -------------------------- G. Anthony Campbell Attorney-in Fact 5 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 ------------------------------------------- Plan Administrator 6 EXHIBIT INDEX Exhibit Number Description Index ------ ----------- ----- 24 Power of Attorney Filed herewith