As filed with the Securities and Exchange Commission on August 3, 2009
Registration No. 333-155710
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Bob Evans Farms, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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31-4421866
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification Number)
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3776 South High Street
Columbus, Ohio 43207
(614) 491-2225
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Steven A. Davis
Chief Executive Officer
Bob Evans Farms, Inc.
3776 South High Street
Columbus, Ohio 43207
(614) 491-2225
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Mary L. Garceau, Esq.
Vice President and General Counsel
Bob Evans Farms, Inc.
3776 South High Street
Columbus, Ohio 43207
(614) 491-2225
Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities Act registration
number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective
amendment thereto that shall become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes or securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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TABLE OF CONTENTS
DEREGISTRATION OF UNSOLD SECURITIES
Pursuant to a Registration Statement on Form S-3 (File No. 333-155710) (as amended, the
“Registration Statement”) filed with the Securities and Exchange Commission on November 26, 2008 by
Bob Evans Farms, Inc. (the “Company”) under the Securities Act of 1933, as amended, the Company
registered the offering and sale from time to time of up to 1,894,290 shares of its common stock,
$.01 par value per share (the “Shares”), pursuant to the Company’s Dividend Reinvestment and Stock
Purchase Plan.
Effective August 1, 2009, the Company terminated the offering covered by the Registration
Statement. As of the date hereof, approximately 1,801,440 Shares remain unsold under the
Registration Statement (the “Unsold Shares”). Pursuant to the undertaking of the Company contained
in the Registration Statement as required by Item 512(a)(3) of Regulation S-K, the Company is
filing this Post-Effective Amendment No. 2 to the Registration Statement to terminate the
effectiveness of the Registration Statement and remove from registration all of the Unsold Shares.
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-3 and
has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State
of Ohio, on August 3, 2009.
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BOB EVANS FARMS, INC
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By:
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/s/ Donald J. Radkoski
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Donald J. Radkoski
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Chief Financial Officer, Treasurer
and Assistant Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
2 to Registration Statement on Form S-3 has been signed by the following persons in the capacities
indicated on August 3, 2009.
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Signature
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Title
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/s/ Steven A. Davis
Steven A. Davis
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Chairman of the Board, Chief Executive Officer
and Director
(Principal Executive Officer)
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/s/ Donald J. Radkoski
Donald J. Radkoski
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Chief Financial Officer, Treasurer and Assistant
Secretary
(Principal Financial Officer and
Principal Accounting Officer)
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Director
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Director
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Director
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Director
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Director
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Director
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Director
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Director
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* By:
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/s/ Donald J. Radkoski
Donald J. Radkoski
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Attorney-in-Fact
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