10-K/A 1 village10ka.htm VILLAGE SUPERMARKET FORM 10-K/A village10ka.htm


UNITED STATES
SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
Amendment No. 1

Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
For the fiscal year ended:  July 28, 2012
COMMISSION FILE NUMBER:   0-33360

VILLAGE SUPER MARKET, INC.
(Exact name of registrant as specified in its charter)
 
 
NEW JERSEY
22-1576170
(State or other jurisdiction of incorporation
(I. R. S. Employer
 or organization)
Identification No.)
   
733 MOUNTAIN AVENUE, SPRINGFIELD, NEW JERSEY
07081
(Address of principal executive offices)
(Zip Code)
   
 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (973)467-2200
   
Securities registered pursuant to Section 12(b) of the Act:
   
Class A common stock, no par value
The NASDAQ Stock Market
(Title of Class)
(Name of exchange on which registered)
   
   
   
   
 
Securities registered pursuant to Section 12(g) of the Act:  NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o   No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x   No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§299.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  x
 
The aggregate market value of the Class A common stock of Village Super Market, Inc. held by non-affiliates was approximately $165.5 million and the aggregate market value of the Class B common stock held by non-affiliates was approximately $7.9 million based upon the closing price of the Class A shares on the NASDAQ on January 28, 2012, the last business day of the second fiscal quarter.  There are no other classes of voting stock outstanding.
 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of latest practicable date.
 
   
Class
Outstanding at
October 5, 2012
   
Class A common stock, no par value
8,621,909 Shares
Class B common stock, no par value
5,135,446 Shares
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Information contained in the 2012 definitive Proxy Statement to be filed with the Commission and delivered to security holders in connection with the Annual Meeting scheduled to be held on December 14, 2012 are incorporated by reference into this Form 10-K at Part II, Item 5 and Part III.
 
 
 
 
 

EXPLANATORY NOTE

The purpose of this Amendment No. 1 (“Amendment”) to our annual report on Form 10-K for the period ended July 28, 2012, originally filed with the U.S. Securities and Exchange Commission on October 9, 2012, is solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T.

No other changes have been made in this Amendment.  This Amendment speaks as of the original date of our Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Under Rule 405(a)(2)(ii) of Regulation S-T, this Exhibit 101 is permitted to be furnished by amendment within 30 days of the original filing date of the Form 10-K.
 
 

 
 
 


PART IV
 
ITEM 15.   
EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
 
   All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or the notes hereto.
 
(a)(3)
Exhibits
  
     
 101 INS    XBRL Instance
 101 SCH    XBRL Schema
 101 CAL    XBRL Calculations
 101 DEF    XBRL Definitions
 101 LAB    XBRL Labels
 101 PRE     XBRL Presentation
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
   
VILLAGE SUPER MARKET, INC.
  
       
       
 
By:
/s/ James Sumas
/s/ Kevin Begley
   
James Sumas
Kevin Begley
   
Chief Executive Officer and
Chief Financial Officer
   
Chairman of the Board
  
 
Date: November 5, 2012           
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on dates indicated:
 

 
/s/ James Sumas
/s/ Stephen Rooney
 
James Sumas, Director
Stephen Rooney, Director
 
November 5, 2012 
November 5, 2012 
     
 
/s/ Robert Sumas
/s/ William Sumas
 
Robert Sumas, Director
William Sumas, Director
 
November 5, 2012 
November 5, 2012 
     
 
/s/ John P. Sumas
/s/ Peter Lavoy
 
John P. Sumas, Director
Peter Lavoy, Director
 
November 5, 2012 
November 5, 2012 
     
 
/s/ David C. Judge
/s/ Steven Crystal
 
David C. Judge, Director
Steven Crystal, Director
 
November 5, 2012 
November 5, 2012 
     
 
/s/ John J. Sumas
/s/ Nicholas J. Sumas
 
John J. Sumas, Director
Nicholas J. Sumas, Director
 
November 5, 2012 
November 5, 2012 
     
 
/s/ Kevin Begley
/s/ John L. Van Orden
 
Kevin Begley, Chief Financial Officer &
John L. Van Orden, Controller
 
Director (Principal Financial Officer)
(Principal Accounting Officer)
 
November 5, 2012 
November 5, 2012