-----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, OMXHVKz41/gyQCihKM2WaeZOQRMOAe+X2X2REfHT3iGnlkhafKxfIYARKwuy638w xDbD7ayJCmAZgMuYv4wVSw== 0000905729-07-000348.txt : 20070814 0000905729-07-000348.hdr.sgml : 20070814 20070814113830 ACCESSION NUMBER: 0000905729-07-000348 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 EFFECTIVENESS DATE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTAN STORES INC CENTRAL INDEX KEY: 0000877422 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 380593940 STATE OF INCORPORATION: MI FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-145432 FILM NUMBER: 071052450 BUSINESS ADDRESS: STREET 1: 850 76TH ST SW STREET 2: P O BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 BUSINESS PHONE: 6168782000 MAIL ADDRESS: STREET 1: 850 76TH ST SW STREET 2: PO BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 S-8 1 sptns8_0814107.htm SPARTAN STORES, INC. FORM S-8 - 08-14-07 Spartan Stores, Inc. Form S-8 - 08-14-07

Registration No. 333-_____
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SPARTAN STORES, INC.

(Exact Name of Registrant as Specified in its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

 

38-0593940
(IRS Employer
Identification Number)

     

850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan

(Address of Principal Executive Offices)

 


49518

(Zip Code)


Spartan Stores, Inc. Savings Plus Plan

Spartan Stores, Inc. Savings Plus Plan for Union Associates


(Full Title of the Plan)

Alex J. DeYonker
Executive Vice President,
General Counsel and Secretary
Spartan Stores, Inc.
850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan 49518

(Name and Address of Agent for Service)

Copies to:

Gordon R. Lewis
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487


(616) 878-2180
(Telephone Number, Including Area Code, of Agent for Service)

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(2)




Amount of
Registration Fee


    Spartan Stores, Inc.
    Savings Plus Plan
    Common Stock,
    no par value

    Spartan Stores, Inc.
    Savings Plus Plan
    for Union
    Associates
    Common Stock,
    no par value


500,000 shares




200,000 shares


$26.78




$26.78


$13,390,000




$ 5,356,000


$411.07




$164.43





(1)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein.

   

(2)

Estimated solely for the purpose of calculating the registration fee. On August 13, 2007, the average of the high and low prices of Spartan Stores, Inc. Common Stock reported on The NASDAQ Global Market was $26.78 per share. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933.


























REGISTRATION OF ADDITIONAL SECURITIES

          This Registration Statement on Form S-8 is filed by Spartan Stores, Inc. (the "Company"), pursuant to General Instruction E to Form S-8 under the Securities Act of 1933 to register additional shares of the Company's Common Stock, no par value ("Common Stock"), to be issued under the Company's Savings Plus Plan and Savings Plus Plan for Union Associates. The Company previously registered 400,000 shares of Common Stock to be issued under the Savings Plus Plan and 150,000 shares of Common Stock to be issued under the Savings Plus Plan for Union Associates pursuant to the Company's Registration Statement on a Form S-8 (File No. 333-66430), filed on August 1, 2001 and 1,000,000 shares of Common Stock to be issued under the Savings Plus Plan and 500,000 shares of Common Stock to be issued under the Savings Plus Plan for Union Associates pursuant to the Company's Registration Statement on Form S-8 (File No. 333-100794), filed October 28, 2002. The content s of these previously filed Form S-8 Registration Statements, as amended, are incorporated herein by reference.



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.

Exhibits.

                    The following exhibits are filed or incorporated by reference as part of this registration statement:

Exhibit
Number

 


Document

     

5.1

 

Legal Opinion. An opinion of counsel is not required pursuant to Item 8(a) of Form S-8 because shares of Common Stock registered will not be original issuance securities.

     

5.2

 

Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference.

     

5.3

 

Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan for Union Associates. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference.

     

23

 

Consent of Deloitte & Touche LLP.

     

24

 

Powers of Attorney.



- -3-


SIGNATURES

                    The Registrant. 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 Grand Rapids, State of Michigan, on August 14, 2007.

 

SPARTAN STORES, INC.
(Registrant)

   
   
 

By:

/s/ Craig C. Sturken
   

Craig C. Sturken
Chairman, President and Chief Executive
Officer
(Principal Executive Officer)

     
 

By:

/s/ David M. Staples
   

David M. Staples
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)



                    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 date indicated.


August 14, 2007

 

By

*


     

M. Shân Atkins
Director

     
     

August 14, 2007

 

By

*


     

Dr. Frank M. Gambino
Director

     
     

August 14, 2007

 

By

*


     

Frederick J. Morganthall, II
Director



- -4-


     

August 14, 2007

 

By

*


     

Elizabeth A. Nickels
Director

     
     
     

August 14, 2007

 

By

*


     

Timothy J. O'Donovan
Director

     
     

August 14, 2007

 

By

*


     

Kenneth T. Stevens
Director

     
     

August 14, 2007

 

By

/s/ Craig C. Sturken
     

Craig C. Sturken
Chairman, President, Chief Executive
Officer and Director
(Principal Executive Officer)

     
     

August 14, 2007

 

By

*


     

James F. Wright
Director

     
     

August 14, 2007

 

By

/s/ David M. Staples
     

David M. Staples
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Accounting Officer)



*By

/s/ Alex J. DeYonker
 
 

Alex J. DeYonker
Attorney-in-Fact

 

                    The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plans) have duly caused this registration


- -5-


statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on this August 14, 2007.

   

SPARTAN STORES, INC. SAVINGS PLUS PLAN

       
   

By:

SPARTAN STORES, INC.

     

Plan Administrator

       
     

By:

/s/ Linda Esparza
       

Linda Esparza, Vice President - Human
Resources

     
   

SPARTAN STORES, INC. SAVINGS PLUS PLAN
FOR UNION ASSOCIATES

     
   

By:

SPARTAN STORES, INC.

     

Plan Administrator

       
     

By:

/s/ Linda Esparza,
       

Linda Esparza, Vice President - Human
Resources

















- -6-


EXHIBIT INDEX



Exhibit
Number

 

 
Document

     

5.1

 

Legal Opinion. An opinion of counsel is not required pursuant to Item 8(a) of Form S-8 because shares of Common Stock registered will not be original issuance securities.

     

5.2

 

Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference.

     

5.3

 

Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan for Union Associates. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference.

     

23

 

Consent of Deloitte & Touche LLP.

     

24

 

Powers of Attorney.
















EX-23 2 sptnstex23_0814107.htm SPARTAN STORES, INC. EXHIBIT 23 TO FORM S-8 Spartan Stores, Inc. Exhibit 23 to Form S-8 - 08-14-07

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated May 11, 2007 relating to the consolidated financial statements of Spartan Stores, Inc. and subsidiaries and management's report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of Spartan Stores, Inc. and subsidiaries for the year ended March 31, 2007.





Grand Rapids, Michigan
August 13, 2007













EX-24 3 sptnstex24_0814107.htm SPARTAN STORES, INC. EXHIBIT 24 TO FORM S-8 Spartan Stores, Inc. Exhibit 23 to Form S-8 - 08-14-07

EXHIBIT 24

POWER OF ATTORNEY

          The undersigned, in her capacity as a director or officer of Spartan Stores, Inc., appoints DAVID M. STAPLES and ALEX J. DEYONKER, or either of them, with full power of substitution, his attorney and agent to execute in his name one or more Registration Statements on Form S-8 to register the offering and sale of shares of Spartan Stores, Inc. common stock, no par value and plan interests pursuant to the Spartan Stores, Inc. Savings Plus Plan, and Spartan Stores, Inc. Savings Plus Plan for Union Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.


May 16, 2007

/s/ M. Shân Atkins


 

  M. Shân Atkins












POWER OF ATTORNEY

          The undersigned, in his capacity as a director or officer of Spartan Stores, Inc., appoints DAVID M. STAPLES and ALEX J. DEYONKER, or either of them, with full power of substitution, his attorney and agent to execute in his name one or more Registration Statements on Form S-8 to register the offering and sale of shares of Spartan Stores, Inc. common stock, no par value and plan interests pursuant to the Spartan Stores, Inc. Savings Plus Plan, and Spartan Stores, Inc. Savings Plus Plan for Union Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.


May 16, 2007

/s/ Dr. Frank M. Gambino


 

  Dr. Frank M. Gambino












POWER OF ATTORNEY

          The undersigned, in his capacity as a director or officer of Spartan Stores, Inc., appoints DAVID M. STAPLES and ALEX J. DEYONKER, or either of them, with full power of substitution, his attorney and agent to execute in his name one or more Registration Statements on Form S-8 to register the offering and sale of shares of Spartan Stores, Inc. common stock, no par value and plan interests pursuant to the Spartan Stores, Inc. Savings Plus Plan, and Spartan Stores, Inc. Savings Plus Plan for Union Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.


May 16, 2007

/s/ Frederick J. Morganthall


 

  Frederick J. Morganthall












POWER OF ATTORNEY

          The undersigned, in her capacity as a director or officer of Spartan Stores, Inc., appoints DAVID M. STAPLES and ALEX J. DEYONKER, or either of them, with full power of substitution, his attorney and agent to execute in his name one or more Registration Statements on Form S-8 to register the offering and sale of shares of Spartan Stores, Inc. common stock, no par value and plan interests pursuant to the Spartan Stores, Inc. Savings Plus Plan, and Spartan Stores, Inc. Savings Plus Plan for Union Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.


May 16, 2007

/s/ Elizabeth A. Nickels


 

  Elizabeth A. Nickels












POWER OF ATTORNEY

          The undersigned, in his capacity as a director or officer of Spartan Stores, Inc., appoints DAVID M. STAPLES and ALEX J. DEYONKER, or either of them, with full power of substitution, his attorney and agent to execute in his name one or more Registration Statements on Form S-8 to register the offering and sale of shares of Spartan Stores, Inc. common stock, no par value and plan interests pursuant to the Spartan Stores, Inc. Savings Plus Plan, and Spartan Stores, Inc. Savings Plus Plan for Union Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.


May 16, 2007

/s/ Timothy J. O'Donovan


 

  Timothy J. O'Donovan












POWER OF ATTORNEY

          The undersigned, in his capacity as a director or officer of Spartan Stores, Inc., appoints DAVID M. STAPLES and ALEX J. DEYONKER, or either of them, with full power of substitution, his attorney and agent to execute in his name one or more Registration Statements on Form S-8 to register the offering and sale of shares of Spartan Stores, Inc. common stock, no par value and plan interests pursuant to the Spartan Stores, Inc. Savings Plus Plan, and Spartan Stores, Inc. Savings Plus Plan for Union Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.


May 16, 2007

/s/ Kenneth T. Stevens


 

  Kenneth T. Stevens












POWER OF ATTORNEY

          The undersigned, in his capacity as a director or officer of Spartan Stores, Inc., appoints DAVID M. STAPLES and ALEX J. DEYONKER, or either of them, with full power of substitution, his attorney and agent to execute in his name one or more Registration Statements on Form S-8 to register the offering and sale of shares of Spartan Stores, Inc. common stock, no par value and plan interests pursuant to the Spartan Stores, Inc. Savings Plus Plan, and Spartan Stores, Inc. Savings Plus Plan for Union Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.


May 16, 2007

/s/ James F. Wright


 

  James F. Wright










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