S-8

As Filed With the Securities and Exchange Commission on December 22, 2015

Registration No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 incorporation or organization)	(I.R.S. Employer Identification No.)
313 Iron Horse Way Providence, Rhode Island 02908
(Address of Principal Executive Offices) (Zip Code)
UNITED NATURAL FOODS, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN
(Full title of the plan)
Michael P. Zechmeister Senior Vice President, Chief Financial Officer and Treasurer 313 Iron Horse Way Providence, Rhode Island 02908 (401) 528-8634
(Name, address, and telephone number of Registrant’s agent for service)
Copy to:
Joseph J. Traficanti Senior Vice President and General Counsel 313 Iron Horse Way Providence, Rhode Island 02908 (401) 528-8634

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.

Large accelerated filer x                            Accelerated filer ¨      Non-accelerated filer ¨ (Do not check if a smaller reporting company)     Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, $0.01 par value per share	2,000,000 shares	$39.43	$78,860,000	$7,941.20

⁽¹⁾ Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

⁽²⁾ Pursuant to Rule 457(h)(1) and (c) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of the average of the high ($40.03) and low ($38.83) prices of the Registrant’s Common Stock on the Nasdaq Global Select Market on December 15, 2015.

EXPLANATORY NOTE

This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, par value $0.01 per share (the “Common Stock”), of United Natural Foods, Inc., a Delaware corporation (the “Registrant”), issuable pursuant to the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan. The Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-185637), filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2012, is hereby incorporated by reference.

Item 8.    Exhibits.

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant, as amended (restated for Commission filing purposes only) (Filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on March 12, 2015 (File No. 001-15723) and incorporated by reference herein)
4.2	Second Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 29, 2015 (File No. 001-15723) and incorporated by reference herein)
5.1	Opinion of Bass, Berry & Sims PLC
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page of this Registration Statement)
99.1	United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (Filed as Appendix A to the Registrant’s Proxy Statement for the Annual Meeting held on December 16, 2015 on Schedule 14A, filed with the Commission on November 6, 2015 (File No. 001-15723) and incorporated by reference herein)

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 Providence, State of Rhode Island, on this 22^nd  day of December, 2015.

UNITED NATURAL FOODS, INC.
By:	/s/ MICHAEL P. ZECHMEISTER
	Michael P. Zechmeister
	Senior Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Steven L. Spinner and Michael P. Zechmeister as his/her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.

This power of attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

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 dates indicated.

Name	Title	Date
/s/ STEVEN L. SPINNER	President, Chief Executive Officer and Director (Principal Executive Officer)	December 22, 2015
Steven L. Spinner
/s/ MICHAEL P. ZECHMEISTER	Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	December 22, 2015
Michael P. Zechmeister
/s/ MICHAEL S. FUNK	Chair of the Board	December 22, 2015
Michael S. Funk
/s/ ERIC F. ARTZ	Director	December 22, 2015
Eric F. Artz
/s/ ANN TORRE BATES	Director	December 22, 2015
Ann Torre Bates
/s/ DENISE M. CLARK	Director	December 22, 2015
Denise M. Clark
/s/ GAIL A. GRAHAM	Director	December 22, 2015
Gail A. Graham
/s/ JAMES P. HEFFERNAN	Director	December 22, 2015
James P. Heffernan
/s/ PETER ROY	Director	December 22, 2015
Peter Roy

EXHIBIT INDEX

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant, as amended (restated for Commission filing purposes only) (Filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q, filed with the Commission on March 12, 2015 (File No. 001-15723) and incorporated by reference herein)
4.2	Second Amended and Restated Bylaws of the Registrant (Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on October 29, 2015 (File No. 001-15723) and incorporated by reference herein)
5.1	Opinion of Bass, Berry & Sims PLC
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page of this Registration Statement)
99.1	United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (Filed as Appendix A to the Registrant’s Proxy Statement for the Annual Meeting held on December 16, 2015 on Schedule 14A, filed with the Commission on November 6, 2015 (File No. 001-15723) and incorporated by reference herein)

EX-5.1

EXHIBIT 5.1

150 Third Avenue South, Suite 2800

Nashville, TN 37201

(615) 742-6200

December 22, 2015

United Natural Foods, Inc.

313 Iron Horse Way

Providence, Rhode Island 02908

Re.: Registration Statement on Form S-8 relating to the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan

Ladies and Gentlemen:

We have acted as counsel to United Natural Foods, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") relating to 2,000,000 shares of common stock, par value $0.01 (the “Common Stock”), of the Company to be issued pursuant to the United Natural Foods, Inc. Amended and Restated 2012 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as we have deemed necessary or appropriate in order to express the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, 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, the legal competence of all signatories to such documents, and the due authorization, execution and delivery of all documents by the parties thereto. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.

Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the shares of Common Stock issuable in connection with the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable.

     The opinions expressed above are limited to the General Corporation Law of the State of Delaware (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution) and the federal law of the United States.

     We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

     This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

     This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

Sincerely,

/s/ Bass, Berry & Sims PLC    

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

United Natural Foods, Inc.:

We consent to the use of our report dated September 30, 2015 with respect to the consolidated balance sheets of United Natural Foods, Inc. and subsidiaries as of August 1, 2015 and August 2, 2014, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the fiscal years in the three-year period ended August 1, 2015, and the effectiveness of internal control over financial reporting as of August 1, 2015, incorporated by reference herein.

Providence, Rhode Island

December 22, 2015