As filed with the Securities and Exchange Commission on November 21, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WINN-DIXIE STORES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0514290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5050 Edgewood Court, Jacksonville, Florida 32254-3699
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 783-5000
WINN-DIXIE STOCK PLAN FOR DIRECTORS
(Full title of the plan)
E. Ellis Zahra, Jr.
Senior Vice President and General Counsel
Winn-Dixie Stores, Inc.
Box B, General Mail Center
Jacksonville, Florida 32203-0297
(904) 783-5000
(Name, address and telephone number of agent for service)
-----------------------
Copies to:
Linda Y. Kelso
Foley & Lardner
200 Laura Street
Jacksonville, Florida 32202
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to Proposed Proposed Amount of
to be Registered be Registered(1) Maximum Offering Maximum Aggregate Registration
Price Per Share(2) Offering Price(2) Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock, $1.00 500,000 shares $20.72 $10,360,000 $2,735.04
par value
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1 Plus such indeterminate number of additional shares as may become available
for sale pursuant to the anti-dilution provisions of such Plan.
2 Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, an
amended, the registration fee for the 500,000 shares covered by this
registration statement and reserved for future grants under the plan has
been calculated on the basis of $20.72 per share, the average of the high
and low prices of the registrant's common stock as reported on the New York
Stock Exchange on November 15, 2000.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act of 1933")
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents previously filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended, under Commission File Number
1-3657 are hereby incorporated by reference in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 28, 2000, which sets forth the Registrant's audited consolidated
financial statements and schedules for such fiscal year.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 20, 2000, filed October 24, 2000.
(c) Description of the Registrant's Common Stock as set forth in the
Registration Statement on Form 10 dated January 18, 1952, as amended
by that Form 8 filed on August 15, 1991.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part thereof from the date of filing of such documents.
Any statement contained in a document incorporated herein by reference
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
Item 4. Description of Securities.
------- -------------------------
Not Applicable
Item 5. Interests of Named Experts and Counsel.
--------- --------------------------------------
Not Applicable
Item 6. Indemnification of Directors and Officers.
--------- -----------------------------------------
Under the provisions of Section 607.0850, Florida Statutes, the
Registrant is empowered generally to indemnify any officer or director against
liability incurred in connection with any proceeding if such officer or director
acted in good faith and in a manner such officer or director reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
Article XIV of the Registrant's By-Laws provides for indemnification of
directors, officers, employees and agents of the Registrant to the fullest
extent permitted by law for actions taken in good faith and in a manner
reasonably believed to be in the best interests of the Registrant (and, in the
case of an adjudication of liability in a proceeding by or in the right of the
Registrant, if a court of competent jurisdiction determines that indemnification
is fair and reasonable). Such indemnification must be authorized upon a
determination that the applicable standard of conduct prescribed by the Florida
Statutes was met, by (i) majority vote of a quorum of the Registrant's directors
who were not parties to the proceeding, (ii) by a majority vote of shareholders,
(iii) by a majority vote of a committee appointed by the Registrant's directors
comprised of two or more directors who were not parties to the proceeding, or
(iv) by independent legal counsel selected by majority vote of (a) a quorum of
the Registrant's directors who were not parties to the proceeding, (b) a
committee appointed by the Registrant's directors comprised of two or more
directors who were not parties to the proceeding or (c) the full board of
directors, including directors parties to the proceeding. Such indemnification
may also be ordered by a court of competent jurisdiction upon application of the
director, officer, employee or agent seeking such indemnification.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted by the foregoing, or
otherwise, the Registrant understands that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in such Act and is, therefore, unenforceable.
The Registrant maintains officers' and directors' indemnity insurance
up to $25 million limits covering claims made against an officer or director for
reason of actual or asserted wrongful act (meaning any breach of duty, neglect,
error, misstatement, misleading statement, omission or other act done or
wrongfully attempted) and $5 million deductible on amounts reimbursable to the
Registrant.
Item 7. Exemption from Registration Claimed.
--------- -----------------------------------
Not Applicable
Item 8. Exhibits.
--------- --------
Exhibits required to be filed with the Registration Statement are
listed in the following Exhibit Index appearing on page 8. Exhibits that have
been previously filed with the Commission are designated by reference to their
exhibit number in prior filings and are hereby incorporated herein by reference
and made a part hereof.
Item 9. Undertakings.
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(a) 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;
(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 foregoing, 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 estimated 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.
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change in such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, a copy of the latest annual report to shareholders that is
incorporated in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented
by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver or cause to be delivered to each person to whom the prospectus is
sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to any provision or arrangement for such
indemnification, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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 is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<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 Jacksonville, State of Florida, on the 17 day of
November, 2000.
WINN-DIXIE STORES, INC.
(Registrant)
A. DANO DAVIS
-----------------
A. Dano Davis
Chairman of the Board
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 dates indicated.
(Signature) (Title) (Date)
----------- ----- ----
A. DANO DAVIS Chairman of the Board November 17, 2000
-------------------
A. Dano Davis
ALLEN R. ROWLAND President, Chief Executive November 17, 2000
------------------- Officer and
Allen R. Rowland Director
(Principal Executive Officer)
RICHARD P. MCCOOK Senior Vice President and Chief November 17, 2000
-------------------
Richard P. McCook Financial Officer
(Principal Financial Officer)
D. MICHAEL BYRUM Controller and Chief November 17, 2000
------------------- Accounting Officer
D. Michael Byrum (Principal Accounting Officer)
ARMANDO M. CODINA Director November 17, 2000
-------------------
Armando M. Codina
T. WAYNE DAVIS, JR. Director November 17, 2000
-------------------
T. Wayne Davis, Jr.
RADFORD D. LOVETT Director November 17, 2000
-------------------
Radford D. Lovett
JULIA B. NORTH Director November 17, 2000
-------------------
Julia B. North
CARLETON T. RIDER Director November 17, 2000
-------------------
Carleton T. Rider
CHARLES P. STEPHENS Director November 17, 2000
-------------------
Charles P. Stephens
RONALD TOWNSEND Director November 17, 2000
-------------------
Ronald Townsend
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description of Exhibit Incorporated by Reference From
4.1 Restated Articles of Incorporation as filed with Previously filed as Exhibit 3.1 to Form 10-K
the Secretary of State of Florida for the year ended June 30, 1993, which
Exhibit is herein incorporated by reference.
4.1.1 Amendment adopted October 7, 1992, to Restated Previously filed as Exhibit 3.1.1 to Form 10-K
Articles of Incorporation. for the year ended June 30, 1993, which
Exhibit is herein incorporated by reference.
4.1.2 Amendment adopted October 5, 1994, to Restated Previously filed as Exhibit 3.1.2 to Form 10-Q
Articles of Incorporation. for the quarter ended January 11, 1995, which
Exhibit is herein incorporated by reference.
4.1.3 Amendment adopted October 1, 1997, to Restated Previously filed as Exhibit 3.1.3 to Form 10-Q
Articles of Incorporation. for the quarter ended September 17, 1997,
which Exhibit is herein incorporated by
reference.
4.2 Restated By-Laws of the Registrant as amended Previously filed as Exhibit 3.2 to Form 10-K
through June 15, 2000. for the year ended June 28, 2000, which
Exhibit is herein incorporated by reference.
4.3 Stock Plan for Directors Previously filed as Exhibit 10.8 to Form 10-Q
for the quarter ended September 20, 2000,
which Exhibit is incorporated herein by
reference
5.1 Opinion of Foley & Lardner
23.1 Consent of KPMG LLP
23.2 Consent of Foley & Lardner (included in Exhibit
5.1)
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