-----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, WTsvb1s0FOZ/0gbU1UZTbkRQeN2Ii/tARo2NyA159mbAZe5MtHK08fnmc7jQTIZK 0BKkPsjqbkERhXkM2nsqXA== 0000912057-00-052786.txt : 20001211 0000912057-00-052786.hdr.sgml : 20001211 ACCESSION NUMBER: 0000912057-00-052786 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001208 EFFECTIVENESS DATE: 20001208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASH FINCH CO CENTRAL INDEX KEY: 0000069671 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410431960 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51512 FILM NUMBER: 785854 BUSINESS ADDRESS: STREET 1: 7600 FRANCE AVE STREET 2: PO BOX 355 CITY: SOUTH MINNEAPOLIS STATE: MN ZIP: 55435-0355 BUSINESS PHONE: 6128320534 FORMER COMPANY: FORMER CONFORMED NAME: NASH CO DATE OF NAME CHANGE: 19710617 S-8 1 a2032721zs-8.txt S-8 As filed with the Securities and Exchange Commission on December 8, 2000 Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- NASH-FINCH COMPANY (Exact name of registrant as specified in its charter) DELAWARE 41-0431960 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7600 FRANCE AVENUE SOUTH P.O. BOX 355 55440-0355 MINNEAPOLIS, MINNESOTA (Zip Code) (Address of Principal Executive Offices) ----------------------- NASH-FINCH COMPANY 1995 DIRECTOR STOCK OPTION PLAN (Full title of the plan) ----------------------- NORMAN R. SOLAND SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL NASH-FINCH COMPANY 7600 FRANCE AVENUE SOUTH P.O. BOX 355 MINNEAPOLIS, MN 55440-0355 (952) 844-1153 (Name, address and telephone number, including area code, of agent for service) ----------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT ----------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================================= TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF BE REGISTERED (1) REGISTERED (2) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.66-2/3 per share 160,000 SHARES $2,048,565 $540.83 -------------- ---------- 9,000 shares (3) $7.41 (3) $66,690 (3) 151,000 shares (4) $13.125 (4) $1,981,875 (4) =========================================================================================================================
(1) This Registration Statement also includes common stock purchase rights, which are attached to all shares of Common Stock issued, pursuant to the terms of the Registrant's Stockholder Rights Agreement dated February 13, 1996. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of anti-dilution provisions described in the above-referenced plan. (3) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(h) under the Securities Act with respect to the 9,000 options to purchase shares previously granted under the plan, based on the weighted average exercise price of such options. (4) Estimated solely for the purpose of calculating the amount of the registration fee and calculated pursuant to Rule 457(h) under the Securities Act with respect to options to be granted under the plan, based on the average between the high and low sales prices of the Registrant's Common Stock on December 5, 2000 as quoted on the Nasdaq National Market System. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT EXPLANATORY NOTE Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 160,000 shares of common stock, par value $1.66-2/3 per share, of Nash Finch Company reserved for issuance under the Nash Finch Company 1995 Director Stock Option Plan (the "Plan"). On February 22, 2000, the Board of Directors of Nash Finch Company approved an increase in the number of shares reserved for issuance under the Plan by 160,000 shares, to a total of 200,000 shares. This increase, along with certain other amendments made to the Plan by the Board of Directors, were approved by the stockholders of Nash Finch Company on May 9, 2000. Pursuant to Instruction E, the contents of Nash Finch Company's Registration Statement on Form S-8, File No. 33-64313, including without limitation periodic reports that Nash Finch Company filed, or will file, after the filing of such Form S-8 to maintain current information about Nash Finch Company are hereby incorporated by reference into this Registration Statement. ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION - ------- ----------- 5.1 Opinion and Consent of Norman R. Soland (filed herewith electronically). 23.1 Consent of Ernst & Young LLP (filed herewith electronically). 23.2 Consent of Norman R. Soland (included in Exhibit 5.1). 24.1 Power of Attorney (included on page 2 of this Registration Statement).
1 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 of 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 Minneapolis, State of Minnesota, on November 28, 2000. NASH FINCH COMPANY By: /s/ Ron Marshall --------------------- Ron Marshall President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Ron Marshall and Norman R. Soland, and each of them, his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on November 28, 2000 by the following persons in the capacities indicated.
SIGNATURE TITLE - --------- ----- /s/ Ron Marshall President and Chief Executive Officer (Principal - ------------------------------- Executive Officer) and Director Ron Marshall /s/ Robert B. Dimond Senior Vice President and Chief Financial Officer - ------------------------------- (Principal Financial Officer) Robert B. Dimond /s/ Leanne M. Stewart Vice President, Treasurer and Corporate Controller - ------------------------------- (Principal Accounting Officer) LeAnne M. Stewart /s/ Carole F. Bitter Director - ------------------------------- Carole F. Bitter /s/ James L. Donald Director - ------------------------------- James L. Donald /s/ Richard A. Fisher Director - ------------------------------- Richard A. Fisher /s/ Jerry L. Ford Director - ------------------------------- Jerry L. Ford
2 /s/ Allister P. Graham Director - ------------------------------- Allister P. Graham /s/ John H. Grunewald Director - ------------------------------- John H. Grunewald /s/ Richard G. Lareau Director - ------------------------------- Richard G. Lareau /s/ Robert F. Nash Director - ------------------------------- Robert F. Nash /s/ Jerome O. Rodysill Director - ------------------------------- Jerome O. Rodysill /s/ John E. Stokely Director - ------------------------------- John E. Stokely /s/ William R. Voss Director - ------------------------------- William R. Voss
3 INDEX TO EXHIBITS
NO. ITEM METHOD OF FILING - --- ---- ---------------- 5.1 Opinion of Norman R. Soland.............................. Filed herewith electronically. 23.1 Consent of Ernst & Young LLP............................. Filed herewith electronically. 23.2 Consent of Norman R. Soland.............................. Included in Exhibit 5.1. 24.1 Power of Attorney........................................ Included on page 2 of this Registration Statement.
4 EX-5.1 2 a2032721zex-5_1.txt EX-5.1 EXHIBIT 5.1 December 4, 2000 Securities and Exchange Commission Attention: Division of Corporation Finance 450 Fifth Street N.W. Washington, D.C. 20549 RE: 1995 DIRECTOR STOCK OPTION PLAN Ladies and Gentlemen: I am the Senior Vice President, Secretary and General Counsel of Nash Finch Company, a Delaware corporation (the "Company"). In that capacity, I represent the Company in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8. The Registration Statement relates to the registration of 160,000 additional shares of the Company's common stock and common stock purchase rights attached thereto (collectively, the "Shares") to be issued under its 1995 Director Stock Option Plan (the "Plan"). In acting as counsel for the Company and arriving at the opinions expressed below, I have examined and relied upon originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company, agreements and other instruments, certificates of officers and representatives of the Company, certificates of public officials and other documents as I have deemed necessary or appropriate as a basis for the opinions expressed herein. In connection with my examination, I have assumed the genuiness of all signatures, the authenticity of all documents tendered to me as originals, the legal capacity of all natural persons and the conformity to original documents of all documents submitted to me as certified or photostatic copies. Based on the foregoing, it is my opinion that: 1. The Company has the authority to issue the Shares in the manner and under the terms set forth in the Plan. 2. The Shares have been duly authorized and, when issued, delivered and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable. I express no opinion with respect to laws other than those of the State of Delaware and the federal laws of the United States of America, and assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to its use as part of the Registration Statement. Very truly yours, /s/ Norman R. Soland Norman R. Soland E-1 EX-23.1 3 a2032721zex-23_1.txt EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 160,000 additional shares of Nash Finch Company common stock pertaining to the Nash Finch Company 1995 Director Stock Option Plan of Nash Finch Company of our report dated February 22, 2000 with respect to the consolidated financial statements and schedule of Nash Finch Company included in its Annual Report (Form 10-K) for the year ended January 1, 2000, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP /s/ Ernst & Young LLP Minneapolis, Minnesota December 4, 2000 E-2 -----END PRIVACY-ENHANCED MESSAGE-----