As filed with the Securities and Exchange Commission on February 3, 1999.
Registration No. 333-_____
- --------------------------------------------------------------------------------
S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
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 No.)
260 Lake Road, Dayville, CT 06241
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
-------------------------------------------
(Full title of the Plan)
Norman A. Cloutier
Chairman of the Board and Chief Executive Officer
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>
===============================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
---------- ---------- -------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, 625,000 shares $27.22 $17,012,500 $4,730
$.01 par value
per share
</TABLE>
- ----------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Common Stock on the
Nasdaq National Market on January 28, 1999.
-1-
<PAGE>
Statement of Incorporation by Reference
The Registrant's Registration Statement on Form S-8 (File No. 333-19949)
is incorporated in this Registration Statement by reference.
-2-
<PAGE>
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
authorized, in the City of Dayville, State of Connecticut, on this 2nd day of
February, 1999.
UNITED NATURAL FOODS, INC.
By: /s/ Norman A. Cloutier
------------------------------
Norman A. Cloutier
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of United Natural Foods, Inc.,
hereby severally constitute Norman A. Cloutier, Robert T. Cirulnick and E. Colby
Cameron, and each of them singly, our true and lawful attorneys with full power
to any of them, and to 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 pre-effective and post-effective amendments to said
Registration Statement and generally to do all such things in our name and
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 our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
-3-
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signatures Capacity Date
---------- -------- ----
<S> <C> <C>
/s/ Norman A. Cloutier Chairman of the Board February 2, 1999
- ------------------------------------ and Chief Executive Officer
Norman A. Cloutier (Principal Executive Officer)
/s/ Michael S. Funk Vice Chairman of the Board February 2, 1999
- ------------------------------------ and President
Michael S. Funk
/s/ Robert T. Cirulnick Chief Financial Officer February 2, 1999
- ------------------------------------ (Principal Financial and
Robert T. Cirulnick Accounting Officer)
/s/ Barclay McFadden, III Director February 2, 1999
- ------------------------------------
Barclay McFadden, III
/s/ Kevin T. Michel Director February 2, 1999
- ------------------------------------
Kevin T. Michel
/s/ Thomas B. Simone Director February 2, 1999
- ------------------------------------
Thomas B. Simone
/s/ Richard J. Williams Director February 2, 1999
- ------------------------------------
Richard J. Williams
/s/ Richard S. Youngman Director February 2, 1999
- ------------------------------------
Richard S. Youngman
</TABLE>
-4-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5 Opinion of Hale and Dorr LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
Registration Statement).
-5-
Exhibit 5
Hale and Dorr LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
February 3, 1999
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), for the registration of 625,000 shares of Common
Stock, $.01 par value per share (the "Shares"), of United Natural Foods, Inc., a
Delaware corporation (the "Company"), issuable upon the exercise of options
granted under the Company's Amended and Restated 1996 Stock Option Plan (the
"1996 Option Plan").
In this connection, we have examined signed copies of the Registration
Statement as filed with the Commission. We have also examined and relied upon
the 1996 Option Plan, minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, record books of the
Company as provided to us by the Company, the Certificate of Incorporation and
By-Laws of the Company, each as restated and/or amended to date, and such other
documents as we have deemed necessary for purposes of rendering the opinions
hereinafter set forth.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the Delaware
General Corporation Law statute and the federal laws of the United States of
America. To the extent that any other laws govern the matters as to which we are
opining herein, we have assumed that such laws are identical to the state laws
of the Commonwealth of Massachusetts, and we are expressing no opinion herein as
to whether such assumption is reasonable or correct.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when such Shares are issued
and paid for in accordance with the terms of
-6-
<PAGE>
United Natural Foods, Inc.
February 3, 1999
Page 2
the 1996 Option Plan as contemplated by the Registration Statement, such Shares
will be validly issued, fully paid and nonassessable.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters. 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 law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
-7-
Exhibit 23.1
KPMG LLP
600 Fleet Center
50 Kennedy Plaza
Providence, RI 02903
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 reports dated September 1, 1998,
relating to the consolidated balance sheets of United Natural Foods, Inc. and
Subsidiaries as of July 31, 1998 and 1997 and the related consolidated
statements of income, stockholders' equity and cash flows for the years ended
July 31, 1998 and 1997 and for the nine months ended July 31, 1996, and the
related schedule, which reports appear in the July 31, 1998 annual report on
Form 10-K of United Natural Foods, Inc.
/s/ KPMG LLP
KPMG LLP
Providence, Rhode Island
February 1, 1999
-8-
