-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, srSZ4RpfpcpQ2GAEAXJqDmqezKY6MK27ejYJNwloR5LNDIi54HVEjqSU6kUds9IN IQWTY/ZVmZlLPM7FoSgpHQ== 0000950162-94-000596.txt : 19940803 0000950162-94-000596.hdr.sgml : 19940803 ACCESSION NUMBER: 0000950162-94-000596 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940802 EFFECTIVENESS DATE: 19940821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT ATLANTIC & PACIFIC TEA CO INC CENTRAL INDEX KEY: 0000043300 STANDARD INDUSTRIAL CLASSIFICATION: 5411 IRS NUMBER: 131890974 STATE OF INCORPORATION: MD FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54863 FILM NUMBER: 94541290 BUSINESS ADDRESS: STREET 1: 2 PARAGON DR CITY: MONTVALE STATE: NJ ZIP: 07645 BUSINESS PHONE: 2015739700 MAIL ADDRESS: STREET 1: 2 PARAGON DRIVE CITY: MONTVALE STATE: NJ ZIP: 07645 S-8 1 Registration No. 33-_____ _____________________________________________________________________________ _____________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Form S-8 Registration Statement Under The Securities Act of 1933 ________________ THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. (Exact name of registrant as specified in its charter) MARYLAND 13-1890974 (State or other jurisdiction (I.R.S. employer of incorporation or identification organization) number) 2 Paragon Drive, Montvale, New Jersey 07645 (Address of principal executive offices) (Zip Code) 1994 STOCK OPTION PLAN AND 1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (Full title of the plans) _______________ ROBERT G. ULRICH, ESQ. Senior Vice President and General Counsel The Great Atlantic & Pacific Tea Company, Inc. 2 Paragon Drive Montvale, New Jersey 07645 (Name and address of agent for service) (201)573-9700 (Telephone number, including area code, of agent for service) _______________ Copy to: KENNETH W. ORCE, ESQ. Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 (212) 701-3000 _______________ _______________ CALCULATION OF REGISTRATION FEE ____________________________________________________________________________________ ____________________________________________________________________________________
Proposed Proposed Maximum Maximum Amount Amount Offering Aggregate of Title of Each Class of to be Price Per Offering Registration Securities to be Registered Registered Share(1) Price(1) Fee ____________________________________________________________________________________ Common Stock, par value $1.00 per share.......... 1,500,000 $20.25 $32,400,000 $11,172.41 shares and 100,000 shares ____________________________________________________________________________________ ____________________________________________________________________________________ (1) Estimated solely for purposes of calculating the registration fee and computed pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the market value of the Registrant's Common Stock. The market value of the Registrant's Common Stock was computed by taking the average of the high and low sale prices reported for the Common Stock on the New York Stock Exchange on July 27, 1994. ____________________________________________________________________________________
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Item 1. Plan Information.* Item 2. Registrant Information and Employee Plan Annual Information.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the registration statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents, which are on file with the Securities and Exchange Commission (File No. 1-4141), are incorporated in this registration statement by reference as of their respective dates and made a part hereof: (a) the Company's Annual Report on Form 10-K for the year ended February 26, 1994; and (b) the description of the Company's Common Stock contained in the Company's Registration Statement on Form S-8 dated July 27, 1984, including any further amend- ment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective amend- ment 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 in this Regis- tration Statement and to be part thereof from the date of fil- ing of such documents. -1- Item 4. Description of Securities. The description of the Company's Common stock to be offered pursuant to this Registration Statement have been incorporated by reference into this Registration Statement. See "Incorporation of Documents by Reference". Item 5. Interests of Named Experts and Counsel. The Company's consolidated financial statements and the related supplemental schedules, incorporated herein by ref- erence to the Company's Annual Report on Form 10-K, have been audited by Deloitte & Touche, independent auditors, as stated in their reports incorporated by reference in this Registration Statement, given on the authority of said firm as experts in accounting and auditing. Item 6. Indemnification of Directors and Officers. The Maryland General Corporation Law and the Articles of Restatement of the Certificate of Incorporation of The Great Atlantic & Pacific Tea Company, Inc. (the "Charter") provide for indemnification of directors and officers for liabilities and expenses incurred in defending actions brought against them in such capacities. The Company's Charter provides that the Company shall indemnify directors of the Company to the maximum extent now or hereafter permitted by law, and officers, employ- ees and agents of the Company to the extent required by law and may, as authorized hereafter by the Board of Directors, provide further indemnification to officers, employees and agents of the Company to the maximum extent now or hereafter permitted by law. The Company maintains directors' and officers' lia- bility insurance covering all directors and officers of the Company against claims arising out of the performance of their duties. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. 5.1 -Consent and Opinion of Cahill Gordon & Reindel regarding legality of securities being registered 10.1 -1994 Stock Option Plan (previously filed as Exhibit A to the Proxy Statement dated May 26, 1994) 10.2 -1994 Stock Option Plan for Non-Employee Directors (previously filed as Exhibit B to the Proxy Statement dated May 26, 1994) 23.1 -Consent of Deloitte & Touche, Independent Public Accountants -2- 23.2 -Consent of Cahill Gordon & Reindel - contained in the opinion filed as Exhibit 5.1 Item 9. Undertakings. (a) The undersigned 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the regis- tration 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 a 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 of 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 Act, each 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-effec- tive amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pur- suant to section 13(a) or section 15(d) of the Securities -3- Exchange Act of 1934 that is incorporated by reference in the registration statement 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. (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 Com- mission 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 control- ling 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. -4- 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 autho- rized, in Montvale, New Jersey, on the 2nd day of August, 1994. THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. (Registrant) By /s/ James Wood Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Director, Chairman of August 2, 1994 James Wood the Board and Chief Executive Officer (Principal Executive Officer) /s/ Director August 2, 1994 Rosemarie Baumeister -5- Signature Title Date /s/ Director, Vice Chairman August 2, 1994 Fred Corrado of the Board, Chief Financial Officer and Treasurer (Principal Financial Officer) /s/ Director August 2, 1994 Christopher F. Edley /s/ Director, President and August 2, 1994 Christian W.E. Haub Chief Operating Officer /s/ Director August 2, 1994 Helga Haub /s/ Director August 2, 1994 Barbara Barnes Hauptfuhrer /s/ Director August 2, 1994 Paul C. Nagel, Jr. /s/ Director August 2, 1994 Eckart C. Siess /s/ Director August 2, 1994 Fritz Teelen /s/ Director August 2, 1994 R.L. "Sam" Wetzel -6- Signature Title Date /s/ Vice President, Controller August 2, 1994 Kenneth A. Uhl (Principal Accounting Officer) /s/ Senior Vice President, August 2, 1994 Robert G. Ulrich and General Counsel -7- EXHIBIT INDEX Exhibit No. Description 5.1 -Consent and Opinion of Cahill Gordon & Reindel regarding legality of securities being registered 10.1 -1994 Stock Option Plan (previously filed as Exhibit A to the Proxy Statement dated May 26, 1994) 10.2 -1994 Stock Option Plan for Non-Employee Directors (previously filed as Exhibit B to the Proxy Statement dated May 26, 1994) 23.1 -Consent of Deloitte & Touche, Indepen- dent Public Accountants 23.2 -Consent of Cahill Gordon & Reindel - contained in the opinion filed as Exhibit 5.1 -1- EX-5.1 2 CONSENT AND OPINION OF CAHILL GORDON & REINDEL Exhibit 5.1 Cahill Gordon & Reindel 80 Pine Street New York, New York 10005 (212) 701-3000 August 2, 1994 The Great Atlantic & Pacific Tea Company, Inc. 2 Paragon Drive Montvale, New Jersey 07645 Ladies and Gentlemen: We have acted as counsel to The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the "Company"), in con- nection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to up to 1,500,000 shares of Common Stock, par value $1.00 per share (the "Common Stock"), of the Company to be issued upon the exercise of options granted or to be granted under the Company's 1994 Stock Option Plan and up to 100,000 shares of Common Stock to be issued upon the exercise of options granted or to be granted under the Company's 1994 Stock Option Plan for Non-Employee Directors. We wish to advise you that in our opinion the shares of Common Stock covered by the aforesaid Registration Statement, when issued pursuant to the 1994 Stock Option Plan and 1994 Stock Option Plan for Non-Employee Directors (assuming that the option price for which such shares will be issued will in every case be not less than the par value of such shares), will be legally issued, fully paid and nonassessable and no personal liability will be attached to the ownership thereof. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the aforesaid Registration Statement. Very truly yours, /s/ Cahill Gordon & Reindel EX-23.1 3 CONSENT OF DELOITTE & TOUCHE Exhibit 23.1 Deloitte & Touche Two Hilton Court P.O. Box 319 Parsippany, New Jersey 07054 INDEPENDENT AUDITORS' CONSENT THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. We consent to the incorporation by reference in this Registration Statement of The Great Atlantic & Pacific Tea Company, Inc., on Form S-8 of our reports dated April 28, 1994, appearing in and incorporated by reference in the Annual Report on Form 10-K of The Great Atlantic & Pacific Tea Com- pany, Inc. for the year ended February 26, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. /s/ Deloitte & Touche August 1, 1994 -----END PRIVACY-ENHANCED MESSAGE-----