S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

As filed with the Securities and Exchange Commission on May 5, 1998
Registration No. _________


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MIDWEST GRAIN PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
KANSAS 48-0531200
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1300 Main Street, P.O. Box 130, Atchison, Kansas 66002
(913) 652-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

MIDWEST GRAIN PRODUCTS, INC.
STOCK INCENTIVE PLANS

John H. Calvert, Esq.
Lathrop & Gage L.C.
2345 Grand Boulevard, Suite 2800
Kansas City, Missouri 64108
(816) 460-5807
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Robert G. Booe
Vice President and Chief Financial Officer
Midwest Grain Products, Inc.
1300 Main Street, P.O. Box 130
Atchison, Kansas 66002
(913) 367-1480

CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Each Maximum Aggregate
Class of Securities Amount to be Offering Price Offering Amount of
to be Registered Registered(1) Per Unit(2) Price(2) Registration Fee
- -------------------------------------------------------------------------------
Common Stock,
no par value 1,040,000 $12.50 $13,000,000 $3,835

(1) Plus such additional amount which may result from plan adjustments,
stock splits, stock dividends or similar transactions with respect to
undistributed shares.
(2) Pursuant to Rule 457(c) and (h), and solely for purposes of calculating the
registration fee, the proposed maximum offering price per share and the
proposed maximum aggregate offering price are based upon the average of the
high and low prices of the Common Stock of the Registrant as reported by
NASDAQ on April 29,1998.
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information required by Part I is not being filed with the
Commission in accordance with the Note to Part I of Form S-8 and Rule 428.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

This Registration Statement covers the offering of Common Stock of
Midwest Grain Products, Inc. (the "Company" or "Registrant") under the Midwest
Grain Products, Inc. Stock Incentive Plan of 1996, 1998 Stock Incentive Plan for
Salaried Employees and the 1996 Stock Option Plan for Outside Directors (the
"Plans"). The Company hereby incorporates by reference the following documents:

1. The Company's Annual Report on Form 10-K for the year ended June 30,
1997.

2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal
year covered by the Annual Report referred to above;

3. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated September 22, 1988; and

4. All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or amended, to constitute
a part of this Registration Statement.

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of Named Experts and Counsel

Not Applicable.

Item 6. Indemnification of Directors and Officers

Limitation of Liability of Directors.
The Articles of Incorporation provide that a director of the Company
will not be personally liable to the Company or its stockholders for monetary
damages for 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 Section 17-6424 of the KGCC,
which concerns unlawful

R-1

payments of dividends, stock purchases or redemptions, or (4) for any
transaction from which the director derived an improper personal benefit.

While the Articles of Incorporation provides directors with protection
from awards for monetary damages for breaches of their duty of care, it does not
eliminate such duty. Accordingly, the Articles of Incorporation will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of his or her duty of care. The
provisions of the Articles of Incorporation described above apply to an officer
of the Company only if he or she is a director of the Company and is acting in
his or her capacity as director, and do not apply to officers of the Company who
are not directors.

Indemnification of Directors and Officers.

The Bylaws of the Company provide that each person who is or was or had
agreed to become a director or officer of the Company, or each such person who
is or was serving or who had agreed to serve at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise (including the heirs, executors, administrators or estate of
such person), will be indemnified by the Company, to the fullest extent
permitted from time to time by the KGCC, as the same exists or may hereafter be
amended (but, if permitted by applicable law, in the case of any such amendment,
only to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) or any other applicable laws as presently or hereafter in
effect. The Company may, by action of the Company Board, provide indemnification
to employees and agents of the Company, and to persons serving as employees or
agents of another corporation, partnership, joint venture, trust or other
enterprise, at the request of the Company, with the same scope and effect as the
foregoing indemnification of directors and officers. The Company may be required
to indemnify any person seeking indemnification in connection with a proceeding
(or part thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Company Board or is a proceeding to enforce such
person's claim to indemnification pursuant to the rights granted by the Bylaws
or otherwise by the Company. The right to indemnification includes the right to
be paid by the Company the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, that the payment of such expenses in
advance of the final disposition of a proceeding shall be made only upon
delivery to the Company of an undertaking to repay all amounts so advanced if it
shall ultimately be determined that such director or officer is not entitled to
be indemnified. In addition, the Company may enter into one or more agreements
with any person providing for indemnification greater or different than that
provided in the Articles of Incorporation.
Pursuant to the Bylaws, if a claim for indemnification is not paid in
full by the Company within ninety days after a written claim pursuant to the
preceding paragraph has been received by the Company, the claimant may at any
time thereafter bring suit against the Company to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant will be entitled
to be paid also the expense of prosecuting such claim. The Bylaws provide that
it will be a defense to any such action (other than an action brought to enforce
a claim for expenses incurred in defending any Proceeding in advance of its
final disposition where the required undertaking, if any is required, has been
tendered to the Company) that the claimant has not met the standard of conduct
which makes it permissible under the KGCC for the Company to indemnify the
claimant for the amount claimed, but the burden of proving such defense will be
on the Company. Neither the failure of the Company (including the disinterested
directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the KGCC, nor an actual
determination by the Company (including the disinterested directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. However, the
Company will be bound by a determination pursuant to the procedures set forth in
the Bylaws that the claimant is entitled to indemnification in any suit brought
by a claimant pursuant to the Bylaws.

The Bylaws provide that the right to indemnification and the payment of
expenses incurred in defending a Proceeding in advance of its final disposition
conferred in the Bylaws will not be exclusive of any other right which any
person may have or may in the future acquire under any statute, provision of the
Articles of Incorporation, the Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise. The Bylaws permit the Company to maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the Company or another corporation,

R-2

partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the KGCC.

The Company currently has directors and officers liability insurance
that insures directors and officers of the Company with respect to claims made
for alleged "wrongful acts" in their roles as directors or officers of the
Company and its subsidiaries. The insurance also insures the Company for claims
against the Company's directors or officers in situations in which the Company
has an obligation to defend and/or indemnify its directors and officers.

Item 7. Exemptions from Registration Claimed.

Not Applicable.

Item 8. Exhibits

(a) Exhibits are listed on the Exhibit Index to this Registration
Statement.

(b) Not Applicable. The Plans are not qualified under Section 401 of
the Internal Revenue Code.
Item 9. Undertakings

(a) The 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:

(i) To include any prospectus required by Section 10 (a)(3)
of the Securities Act of 1933;

(ii) 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; and

(iii)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 the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 that 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 offering.

(b) The 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 that is incorporated by reference in the 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.
R-3




(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 foregoing provisions, 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 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 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 Act and will
be governed by the final adjudication of such issue.


R-4

SIGNATURES

Pursuant to 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 Atchison, State of Kansas, on this 4th day of May,
1998.

MIDWEST GRAIN PRODUCTS, INC.

By s/Laidacker M. Seaberg
Laidaker M. Seaberg,
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Laidacker M. Seaberg, Robert G. Booe and
Marta Myers and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities & Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated on the dates indicated.


Name Title Date

S/Laidacker M. Seaberg President (Principal
Laidacker M. Seaberg Executive Officer) and Director May 4, 1998

S/Cloud L. Cray, Jr. Chairman of the Board and
Cloud L. Cray, Jr. Director May 4, 1998

S/Robert G. Booe Vice President, Chief Financial
Robert G. Booe Officer and Treasurer,
(Principal Financial and
Accounting Officer) May 4, 1998

S/Michael Braude
Michael Braude Director May 4, 1998

S/F.D. Jabara Director
F. D. Jabara May 4, 1998

S/Tom MacLeod, Jr. Director
Tom MacLeod, Jr. May 4, 1998
S/Rober J. Reintjes Director
Robert J. Reintjes May 4, 1998

_______________________ Director
Daryl R. Schaller, Ph.D. May __, 1998

S/Randal M. Schrick Director
Randal M. Schrick May 4, 1998

S/Eleanor B. Schwartz Director
Eleanor B. Schwartz May 4, 1998


R-5


EXHIBIT INDEX



Exhibit
Number Description

4(a) Copy of Midwest Grain Products Stock Incentive Plan of 1996,
as amended (incorporated by reference to Exhibit 10(d) to the
Company's Form 10-K for the year ended June 30, 1996).

4(b) Copy of Midwest Grain Products 1996 Stock Option Plan for
Outside Directors, as amended (incorporated by reference to
Exhibit 10(f) to the Company's Form 10-K for the year ended
June 30, 1996).

4(c) Copy of Midwest Grain Products 1998 Stock Incentive
Plan for Salaried Employees.

5 Opinion of Lathrop & Gage L.C. concerning the legality of the
securities being registered.

23(a) Consent of Lathrop & Gage L.C. (incorporated by reference to
Exhibit 5).

23(b) Consent of Baird, Kurtz & Dobson.




R-6