-----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, Wi3uYKgdDrLeHko06woJQOPxOl2B9OG4p9rAk/pyaGqzQvuwGneJmoRZzyymCnme ubIYZhvXdruJMJeaS6Uyzw== 0001045969-00-000180.txt : 20000315 0001045969-00-000180.hdr.sgml : 20000315 ACCESSION NUMBER: 0001045969-00-000180 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000314 EFFECTIVENESS DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERVALU INC CENTRAL INDEX KEY: 0000095521 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410617000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0222 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-32354 FILM NUMBER: 568360 BUSINESS ADDRESS: STREET 1: 11840 VALLEY VIEW RD STREET 2: NULL CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128284000 MAIL ADDRESS: STREET 1: 11840 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VALU STORES INC DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2000 Registration No. ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUPERVALU INC. (Exact name of registrant as specified in its charter) Delaware 41-0617000 (State of Incorporation) (I.R.S. Employer Identification No.) 11840 Valley View Road Eden Prairie, Minnesota 55344 (Address of Principal Executive Offices) (Zip Code) Richfood Holdings, Inc. Non-Employee Directors' Stock Option Plan (Full title of the plan) Warren E. Simpson Senior Corporate Counsel and Assistant Secretary SUPERVALU INC. 11840 Valley View Road Eden Prairie, Minnesota 55344 (Name and address of agent for service) (952) 828-4000 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered price per share (1) price (1) registration fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock ($1.00 par value) 45,000 shares $ 14.59375 $ 656,718.75 $ 173.37 - -----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c), based upon the average of the high and low prices of the Common Stock as reported on the Consolidated Transaction Reporting System of the New York Stock Exchange on March 10, 2000. EXPLANATORY NOTE As permitted by the rules of the Securities and Exchange Commission, this Registration Statement omits the information specified in 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 have been filed by SUPERVALU INC. (the Company") with the Securities and Exchange Commission (the "Commission"), are incorporated by reference in this Registration Statement, as of their respective dates: (a) the Company's Annual Report on Form 10-K for the fiscal year ended February 27, 1999. (b) (i) the Company's Quarterly Reports on Form 10-Q for the quarters ended June 19, 1999, September 11, 1999 and December 4, 1999; and (ii) the Company's Current Reports on Form 8-K filed July 21, 1999, September 10, 1999 and December 17, 1999. (c) the description of the Company's common stock contained in any of its registration statements filed by it under the Securities Exchange Act of 1934 (the "Exchange Act"), including any amendment or report filed for the purpose of updating such description. All documents the Company has filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation. Article Eighth of SUPERVALU's restated certificate of incorporation provides that a director shall not be liable to SUPERVALU or its stockholders for,monetary damages for a breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to SUPERVALU or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under the Delaware statutory provision making directors personally liable for unlawful dividends or unlawful stock repurchases or redemptions, (iv) for any transaction for which the director derived an improper personal benefit or (v) for any act or omission occurring prior to the date when such Article Eighth became effective. Article IX of SUPERVALU's restated bylaws and SUPERVALU's Directors' and Officers' Liability Insurance Policy provide for indemnification of the directors and officers of SUPERVALU against certain liabilities. 1 Item 7. Exemption from Registration Claimed No securities are to be reoffered or resold pursuant to this Registration Statement. Item 8. Exhibits 4.1 Restated Certificate of Incorporation of SUPERVALU. (Incorporated by reference to Exhibit (3)(i) to SUPERVALU'S Annual Report on Form 10-K for the year ended February 26, 1994). 4.2 Restated Bylaws of SUPERVALU. (Incorporated by reference to Exhibit (3) to SUPERVALU's Quarterly Report for the quarterly period (12 weeks) ended September 12, 1998). 23.1 Consent of KPMG LLP. 23.2 Consent of Deloitte and Touche LLP. 23.3 Consent of Ernst & Young LLP 24 Powers of Attorney. Item 9. Undertakings A. Post-Effective Amendments. 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 (the "Securities Act"); (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. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimate maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) above will not apply if 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 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such 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-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2 B. Subsequent Documents Incorporated by Reference. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. Claims for Indemnification. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 other controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling 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 Securities Act and will be governed by the final adjudication of such issue. 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 Eden Prairie, State of Minnesota, on March 13, 2000. SUPERVALU INC. (Registrant) By /s/ John P. Breedlove -------------------------------------- John P. Breedlove Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on March 13, 2000. Signature and Title - ------------------- Name Title ---- ----- /s/ Michael W. Wright Chairman of the Board, President, - ------------------------------------ Chief Executive Officer and Director Michael W. Wright (Principal Executive Officer) /s/ Pamela K.Knous Executive Vice President and - ------------------------------------ Chief Financial Officer Pamela K. Knous (Principal Financial and Accounting Officer) * Director - ------------------------------------ Lawrence A. Del Santo * Director - ------------------------------------ Susan E. Engel * Director - ------------------------------------ Edwin C. Gage * Director - ------------------------------------ William A. Hodder * Director - ------------------------------------ Garnett L. Keith, Jr. * Director - ------------------------------------ Richard L. Knowlton * Director - ------------------------------------ Charles M. Lillis * Director - ------------------------------------ Harriet Perlmutter * Director - ------------------------------------ Steven S. Rogers * Director - ------------------------------------ Carole F. St. Mark * By /s/ John P. Breedlove ------------------------------- John P. Breedlove Attorney-in-Fact 3 INDEX TO EXHIBITS Exhibit No. Page No. - ---------- -------- 4.1 Restated Certificate of Incorporation of SUPERVALU. i (Incorporated by reference to Exhibit (3)(i) to SUPERVALU's Annual Report on Form 10-K for the year ended February 26, 1994). 4.2 Restated Bylaws of SUPERVALU. (Incorporated by ii reference to Exhibit (3) to SUPERVALU's Quarterly Report for the quarterly period (12 weeks) ended September 12, 1998). 23.1 Consent of KPMG LLP. iv 23.2 Consent of Deloitte & Touche LLP v 23.3 Consent of Ernst & Young LLP vi 24 Powers of Attorney vii-viii EX-23.1 2 CONSENT OF KPMG LLP INDEPENDENT AUDITORS' CONSENT Exhibit 23.1 CONSENT OF KPMG LLP The Board of Directors SUPERVALU INC. We consent to the use of our reports incorporated herein by reference. /s/ KPMG LLP Minneapolis, Minnesota March 9, 2000 iv EX-23.2 3 CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUDITORS' CONSENT Exhibit 23.2 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of SUPERVALU INC. on Form S-8 of the report of Deloitte & Touche LLP dated April 6,1998, appearing in and incorporated by reference in the Annual Report on Form10-K of SUPERVALU INC. for the year ended February 27, 1999. /s/ Deloitte & Touche LLP Minneapolis, Minnesota March 9, 2000 v EX-23.3 4 CONSENT OF ERNST & YOUNG INDEPENDENT AUDITORS' CONSENT Exhibit 23.3 CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in this Registration Statement of SUPERVALU INC. (Form S-8) of our report dated June 15, 1999 with respect to the consolidated financial statements and schedule of Richfood Holdings, Inc. as of May 1, 1999 and May 2, 1998 and for each of the three fiscal years in the period ended May 1, 1999, included in the Current Report on Form 8-K of SUPERVALU INC. dated September 10, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Richmond, Virginia March 13, 2000 vi EX-24 5 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Michael W. Wright, David L. Boehnen and John P. Breedlove, and each of them, the undersigned's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in his or her name, place and stead, in any and all capacities (including the undersigned's capacity as a director and/or officer of SUPERVALU INC., to sign Registration Statements on Form S-8 for the registration under the Securities Act of 1933, as amended, of 3,000,000 shares of the Common Stock of SUPERVALU INC. for issuance under the SUPERVALU INC. 1997 Stock Plan, and up to 45,000 shares of the Common Stock of SUPERVALU INC. for issuance under the Richfood Holdings Inc. Non-Employee Directors Stock Option Plan, and any and all amendments (including post-effective amendments) to such Registration Statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange 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 or about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of February, 2000, by the following persons: Name Title ---- ----- /s/ Michael W. Wright Chairman of the Board, President, - ------------------------------------ Chief Executive Officer and Director Michael W. Wright (Principal Executive Officer) /s/ Pamela K.Knous Executive Vice President and - ------------------------------------ Chief Financial Officer Pamela K. Knous (Principal Financial and Accounting Officer) /s/ Lawrence A. Del Santo Director - ------------------------------------ Lawrence A. Del Santo /s/ Susan E. Engel Director - ------------------------------------ Susan E. Engel /s/ Edwin C. Gage Director - ------------------------------------ Edwin C. Gage /s/ William A. Hodder Director - ------------------------------------ William A. Hodder /s/ Garrett L. Keith, Jr. Director - ------------------------------------ Garnett L. Keith, Jr. vii /s/ Richard L. Knowlton Director - ------------------------------------ Richard L. Knowlton /s/ Charles M. Lillis Director - ------------------------------------ Charles M. Lillis /s/ Harriet Perlmutter Director - ------------------------------------ Harriet Perlmutter /s/ Steven S. Rogers Director - ------------------------------------ Steven S. Rogers /s/ Carole F. St. Mark Director - ------------------------------------ Carole F. St. Mark viii -----END PRIVACY-ENHANCED MESSAGE-----