-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SVvLw3ogmYpNay2+ElwgDY44lBZZcJ5O01KfG3yLOlloQaWRf+JCEDSMBpU+FhZY Nsc8QOXHpJq0tp1ZenOjrw== 0001005477-99-000243.txt : 19990204 0001005477-99-000243.hdr.sgml : 19990204 ACCESSION NUMBER: 0001005477-99-000243 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990203 EFFECTIVENESS DATE: 19990203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATURAL FOODS INC CENTRAL INDEX KEY: 0001020859 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 050376157 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-71673 FILM NUMBER: 99520050 BUSINESS ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 BUSINESS PHONE: 8607792800 MAIL ADDRESS: STREET 1: PO BOX 999 STREET 2: 260 LAKE RD CITY: DAYVILLE STATE: CT ZIP: 06241 S-8 1 RESTATED STOCK OPTION PLAN As filed with the Securities and Exchange Commission on February 3, 1999. Registration No. 333-_____ - -------------------------------------------------------------------------------- S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNITED NATURAL FOODS, INC. ------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) Delaware 05-0376157 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 260 Lake Road, Dayville, CT 06241 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) AMENDED AND RESTATED 1996 STOCK OPTION PLAN ------------------------------------------- (Full title of the Plan) Norman A. Cloutier Chairman of the Board and Chief Executive Officer United Natural Foods, Inc. 260 Lake Road Dayville, Connecticut 06241 --------------------------------------- (Name and Address of Agent for Service) (860) 779-2800 ------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
=============================================================================================================== Title of Proposed Proposed Securities Amount Maximum Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share (1) Offering Price (1) Fee ---------- ---------- -------------- ------------------ ------------ Common Stock, 625,000 shares $27.22 $17,012,500 $4,730 $.01 par value per share
- ---------------------------------- (1) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on January 28, 1999. -1- Statement of Incorporation by Reference The Registrant's Registration Statement on Form S-8 (File No. 333-19949) is incorporated in this Registration Statement by reference. -2- 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 Dayville, State of Connecticut, on this 2nd day of February, 1999. UNITED NATURAL FOODS, INC. By: /s/ Norman A. Cloutier ------------------------------ Norman A. Cloutier Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of United Natural Foods, Inc., hereby severally constitute Norman A. Cloutier, Robert T. Cirulnick and E. Colby Cameron, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all pre-effective and post-effective amendments to said Registration Statement and generally to do all such things in our name and behalf in our capacities as officers and directors to enable United Natural Foods, Inc. to comply with the provisions of the Securities Act and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and all amendments thereto. -3- Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signatures Capacity Date ---------- -------- ---- /s/ Norman A. Cloutier Chairman of the Board February 2, 1999 - ------------------------------------ and Chief Executive Officer Norman A. Cloutier (Principal Executive Officer) /s/ Michael S. Funk Vice Chairman of the Board February 2, 1999 - ------------------------------------ and President Michael S. Funk /s/ Robert T. Cirulnick Chief Financial Officer February 2, 1999 - ------------------------------------ (Principal Financial and Robert T. Cirulnick Accounting Officer) /s/ Barclay McFadden, III Director February 2, 1999 - ------------------------------------ Barclay McFadden, III /s/ Kevin T. Michel Director February 2, 1999 - ------------------------------------ Kevin T. Michel /s/ Thomas B. Simone Director February 2, 1999 - ------------------------------------ Thomas B. Simone /s/ Richard J. Williams Director February 2, 1999 - ------------------------------------ Richard J. Williams /s/ Richard S. Youngman Director February 2, 1999 - ------------------------------------ Richard S. Youngman
-4- EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5 Opinion of Hale and Dorr LLP. 23.1 Consent of KPMG LLP. 23.2 Consent of Hale and Dorr LLP (included in Exhibit 5). 24 Power of Attorney (included in the signature pages of this Registration Statement). -5- EX-5 2 OPINION RE: LEGALITY Exhibit 5 Hale and Dorr LLP Counsellors At Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 February 3, 1999 United Natural Foods, Inc. 260 Lake Road Dayville, CT 06241 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: This opinion is furnished to you in connection with a Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), for the registration of 625,000 shares of Common Stock, $.01 par value per share (the "Shares"), of United Natural Foods, Inc., a Delaware corporation (the "Company"), issuable upon the exercise of options granted under the Company's Amended and Restated 1996 Stock Option Plan (the "1996 Option Plan"). In this connection, we have examined signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon the 1996 Option Plan, minutes of meetings of the stockholders and the Board of Directors of the Company as provided to us by the Company, record books of the Company as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the Delaware General Corporation Law statute and the federal laws of the United States of America. To the extent that any other laws govern the matters as to which we are opining herein, we have assumed that such laws are identical to the state laws of the Commonwealth of Massachusetts, and we are expressing no opinion herein as to whether such assumption is reasonable or correct. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when such Shares are issued and paid for in accordance with the terms of -6- United Natural Foods, Inc. February 3, 1999 Page 2 the 1996 Option Plan as contemplated by the Registration Statement, such Shares will be validly issued, fully paid and nonassessable. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ HALE AND DORR LLP HALE AND DORR LLP -7- EX-23.1 3 CONSENTS OF EXPERTS AND COUNSEL Exhibit 23.1 KPMG LLP 600 Fleet Center 50 Kennedy Plaza Providence, RI 02903 The Board of Directors United Natural Foods, Inc.: We consent to incorporation by reference in this Registration Statement on Form S-8 of United Natural Foods, Inc. of our reports dated September 1, 1998, relating to the consolidated balance sheets of United Natural Foods, Inc. and Subsidiaries as of July 31, 1998 and 1997 and the related consolidated statements of income, stockholders' equity and cash flows for the years ended July 31, 1998 and 1997 and for the nine months ended July 31, 1996, and the related schedule, which reports appear in the July 31, 1998 annual report on Form 10-K of United Natural Foods, Inc. /s/ KPMG LLP KPMG LLP Providence, Rhode Island February 1, 1999 -8- -----END PRIVACY-ENHANCED MESSAGE-----