<PAGE>
As filed with the Securities and Exchange Commission
on January 17, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITED NATURAL FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 05-0376157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
260 LAKE ROAD, DAYVILLE, CONNECTICUT 06241
(Address of Principal Executive Offices) (Zip Code)
UNITED NATURAL FOODS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the Plan)
NORMAN A. CLOUTIER
CHIEF EXECUTIVE OFFICER
c/o UNITED NATURAL FOODS, INC.
260 LAKE ROAD
DAYVILLE, CONNECTICUT 06241
(Name and address of agent for service)
(860) 779-2800
(Telephone number, including area code, of agent for service)
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ---------- ---------- --------- ---------- -------------
<S> <C> <C> <C> <C>
Common Stock, 2,179,595 $14.50(1) $31,604,127(1) $9,578
$.01 par shares
value
</TABLE>
_______________________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
the Nasdaq National Market on January 15, 1997 in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933.
================================================================================
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Registrant's Employee Stock Ownership Plan pursuant
to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) under
the Securities Act that contains audited financial statements for the
registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report or
the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, $.01 par
value per share (the "Common Stock"), contained in the Registrant's
Registration Statement on Form 8-A filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
II-1
<PAGE>
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 General Corporation Law of Delaware provides that
a corporation has the power to indemnify a director, officer, employee or agent
of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.
Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that a director or officer of the Registrant (a) shall be
indemnified by the Registrant against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement reasonably incurred in
connection with any litigation or other legal proceeding (other than an action
by or in the right of the Registrant) brought against him by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful and (b)
shall be indemnified by the Registrant against all expenses (including
attorneys' fees) and amounts paid in settlement reasonably incurred in
connection with any action by or in the right of the Registrant by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that no indemnification
II-2
<PAGE>
shall be made with respect to any such matter as to which such director or
officer shall have been adjudged to be liable to the Registrant, unless a court
determines that, despite such adjudication but in view of all the circumstances
of the case, such person is entitled to indemnity for such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, he is required to be indemnified by
the Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses incurred in defending a civil or criminal action,
suit or proceeding shall be advanced by the Registrant to a director or officer,
at his request, upon receipt of an undertaking by the director or officer to
repay such amount if it is ultimately determined that he is not entitled to
indemnification.
Indemnification is required to be made unless the Registrant determines
(in the manner provided in the Amended and Restated Certificate of
Incorporation) that the applicable standard of conduct required for
indemnification has not been met. In the event of a determination by the
Registrant that the director or officer did not meet the applicable standard of
conduct required for indemnification, or if the Registrant fails to make an
indemnification payment within 60 days after such payment is claimed by such
person, such person is permitted to petition a court to make an independent
determination as to whether such person is entitled to indemnification. As a
condition precedent to the right of indemnification, the director or officer
must give the Registrant notice of the action for which indemnity is sought and
the Registrant has the right to participate in such action or assume the defense
thereof.
Article NINTH of the Registrant's Amended and Restated Certificate of
Incorporation further provides that the indemnification provided therein is not
exclusive, and provides that in the event that the Delaware General Corporation
Law is amended to expand the indemnification permitted to directors or officers,
the Registrant must indemnify those persons to the fullest extent permitted by
such law as so amended.
The Company has purchased a general liability insurance policy which
covers certain liabilities of directors and officers of the Company arising out
of claims based on acts or omissions in their capacity as directors or officers.
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that, except to the extent that the General Corporation
Law of Delaware prohibits the elimination or
II-3
<PAGE>
limitation of liability of directors for breaches of fiduciary duty, no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as a
director.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
Exhibit
Number Description
----- -----------
4.1 (1) Amended and Restated Certificate of
Incorporation of the Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (1) Specimen certificate for shares of common stock.
5.1 Opinion of Hale and Dorr LLP
5.2 Opinion of Peabody & Brown
23.1 Consent of Hale and Dorr LLP (included in
Exhibit 5.1)
23.2 Consent of Peabody & Brown (included in
Exhibit 5.2)
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
The Registrant will submit the Employee Stock Ownership Plan, as amended, to the
Internal Revenue Service in a timely manner and will make all changes required
by the Internal Revenue Service in order to qualify the Plan under Section 401
of the Internal Revenue Code of 1986, as amended.
_______________________
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-11349).
II-4
<PAGE>
Item 9. Undertakings
------------
1. The 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;
(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; 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) do not apply
-------- -------
if the Registration Statement is on 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 or Section 15(d) of the Exchange Act
that are incorporated by reference in the 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. The 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of
II-5
<PAGE>
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.
3. 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 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.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Dayville, State of Connecticut, on January 17, 1997.
UNITED NATURAL FOODS, INC.
By:/s/ Norman A. Cloutier
------------------------
Norman A. Cloutier
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of United Natural Foods, Inc.
hereby severally constitute and appoint Norman A. Cloutier, Steven H. Townsend
and Paul V. Rogers, Esq., and each of them singly, our true and lawful attorneys
with full power to them, and each of them singly, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-8
filed herewith and any and all subsequent amendments to said Registration
Statement, and generally to do all such things in our names and on our behalf in
our capacities as officers and directors to enable United Natural Foods, Inc. to
comply with the provisions of the Securities Act and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
II-7
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Norman A. Cloutier Chairman of the Board ) January 17, 1997
- ----------------------- and Chief Executive )
Norman A. Cloutier Officer (principal )
executive officer) )
)
/s/ Michael S. Funk Vice Chairman of the ) January 17, 1997
- ----------------------- Board and President )
Michael S. Funk )
)
/s/ Steven H. Townsend Chief Financial ) January 17, 1997
- ----------------------- Officer, Treasurer )
Steven H. Townsend and Director )
(principal financial )
and accounting officer) )
)
)
/s/ Daniel V. Atwood Director ) January 17, 1997
- ----------------------- )
Daniel V. Atwood )
)
)
/s/ Andrea R. Hendricks Director ) January 17, 1997
- ----------------------- )
Andrea R. Hendricks )
)
)
/s/ Kevin T. Michel Director ) January 17, 1997
- ----------------------- )
Kevin T. Michel )
)
)
/s/ Richard J. Williams Director ) January 17, 1997
- ----------------------- )
Richard J. Williams )
)
)
/s/ Thomas B. Simone Director ) January 17, 1997
- ----------------------- )
Thomas B. Simone
II-8
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
4.1 (1) Amended and Restated Certificate of
Incorporation of the Registrant
4.2 (1) Amended and Restated By-Laws of the Registrant
4.3 (1) Specimen certificate for shares of common stock.
5.1 Opinion of Hale and Dorr LLP
5.2 Opinion of Peabody & Brown
23.1 Consent of Hale and Dorr LLP (included in
Exhibit 5.1)
23.2 Consent of Peabody & Brown (included in
Exhibit 5.2)
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature
page of this Registration Statement)
______________________
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-1 (File No. 333-11349).
II-9
<PAGE>
EXHIBIT 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 Fax 617-526-5000
January 17, 1997
United Natural Foods, Inc.
260 Lake Road
Dayville, Connecticut 06241
Re: United Natural Foods, Inc.
Employee Stock Ownership Plan
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed on January 17, 1997 with the
Securities and Exchange Commission relating to 2,179,595 shares of the Common
Stock, $.01 par value per share ("Shares"), of United Natural Foods, Inc., a
Delaware corporation (the "Company"), issuable under the Company's Employee
Stock Ownership Plan (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation
and the Amended and Restated By-laws of the Company and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies and the authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that the
Company has duly authorized for issuance the Shares, and the Shares are legally
issued, fully-paid and nonassessable.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of
<PAGE>
United Natural Foods, Inc.
January 17, 1997
Page 2
law or subsequent legal or factual developments which might affect any matters
or opinions set forth herein.
Please note that we are opining only as to matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
HALE AND DORR LLP
<PAGE>
EXHIBIT 5.2
[PEABODY & BROWN LETTERHEAD APPEARS HERE]
January 15, 1997
Mr. Steven Townsend
Chief Financial Officer
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
RE: ESOP Qualification
Dear Mr. Townsend:
We issue this opinion in connection with the amended and restaed United
Natural Foods, Inc. Employee Stock Ownership Plan (the "ESOP"), as amended
through December 31, 1996.
In our opinion, the form of the ESOP, as amended and restated to date, is
in compliance with the applicable requirements of Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"). We note that the Company has not
yet filed with the Internal Revenue Service (the "IRS") an application for a
determination (the "Determination") that the ESOP, as amended and restated, is
qualified under the Code. However, we have no reason to believe that the IRS
will not issue a favorable Determination based pon the terms of the ESOP, once
the Company files its application and timely adopts any amendments to the ESOP
requested by the IRS in connection with the issuance of such Determination.
This opinion is intended for the benefit of the Company, and may be filed as
an exhibit to a Registration Statement on Form S-8 filed with the Securities and
Exchange Commission for the purpose of registering the Company's common stock
held by the ESOP.
Very truly yours,
PEABODY & BROWN
By: /s/ Robert W. Edwards, Jr.
----------------------------
Partner
<PAGE>
EXHIBIT 23.3
KPMG Peat Marwick LLP
600 Fleet Center
50 Kennedy Plaza
Providence, RI 02903-9805
The Board of Directors
United Natural Foods, Inc.:
We consent to incorporation by reference in this registration statement on
Form S-8 of United Natural Foods, Inc. of our report dated August 30, 1996,
relating to the balance sheets of United Natural Foods, Inc. as of October 31,
1995 and July 31, 1996, and the related statements of income, stockholders'
equity and cash flows for the years ended October 31, 1994 and 1995, and for the
nine months ended July 31, 1996, which report appears in the Registration
Statement on Form S-1 (No. 333-11349) of United Natural Foods, Inc.
/s/ KPMG Peat Marwick LLP
Providence, Rhode Island
January 16, 1997
<PAGE>
EXHIBIT 23.4
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
United Natural Foods, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of United Natural Foods,
Inc. of our report dated March 9, 1995, relating to the balance sheet of Prem
Mark, Inc. as of December 31, 1994 and the related statements of income,
stockholder's investment and cash flows for the fifty-three weeks then ended,
which report appears in the Registration Statement on Form S-1 (No. 333-11349)
of United Natural Foods, Inc.
/s/ Arthur Andersen LLP
Denver, Colorado
January 16, 1997
