As filed with the Securities and Exchange Commission on June 13, 1996
Registration No. 33-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Eagle Food Centers, Inc.
(Exact name of registrant as specified in its charter)
Delaware 36-3548019
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
Rt. 67 & Knoxville Rd., Milan, IL 61264
(Address of Principal Executive Offices) (Zip Code)
1995 Stock Incentive Plan
(Full title of the plan)
Herbert T. Dotterer, Rt.. 67 & Knoxville Rd., Milan, IL 61264
(Name and address of agent for service
(309) 787-7730
(Telephone number, including area code, of agent for service)
Copy to:
David B. VanSickel, 666 Walnut, Suite 2500, Des Moines, Iowa 50309
(Name and address)
(515) 288-2500
(Telephone number)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed Amount of
Title of securities Amount to be maximum offering maximum aggergate registration
to be registered registered price per share offering price fee
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 $4.50 (1) $9,000,000 (1) $3,103.20
$.01 par value shares
per share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act based on the last
sale price of the Common Stock on June 10, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated by
reference in the registration statement; 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 which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part thereof
from the date of filing of such documents.
(a) The registrant's annual report for the fiscal year ended February 3,
1996 filed pursuant to Section 13(a) of the Exchange Act.
(b) The registrant has not filed any other reports pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the registrant documents referred to in (a) above.
(c) The description of common stock contained in the registration
statement filed with the Commission on Form 8-A under Section 12 of the
Exchange Act, on July 14, 1989.
Item 4. Description of Securities.
Refer to response to Item 3(c) above.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State 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. The Company's Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law.
The Company's Certificate of Incorporation also provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of his fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company 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 Section 174 of the
Delaware General Corporation Law or (iv) for any transaction in which the
director derived an improper personal benefit.
The Bylaws of the Company contain provisions to the effect that each
director, officer and employee of the Company shall be indemnified by the
Company against liabilities and expenses in connection with any legal
proceeding to which he may be made a party or with which he may become
involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company. The provisions include indemnification with respect to matters
covered by a settlement. Any such indemnification shall be made only if
the Board determines by a majority vote of a quorum consisting of
disinterested directors (or, if such quorum is not obtainable, or if the Board
of Directors directs, by independent legal counsel or by stockholders), that
indemnification is proper in the circumstances because the person seeking
indemnification has met applicable standards of conduct. It must be
determined that the director, officer or employee acted in good faith with
the reasonable belief that his action was in or not opposed to the best
interest of the Company, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was
unlawful.
The Company maintains directors and officers liability insurance
under which the Company s directors and officers are insured against loss
(as defined) as a result of claims brought against them alleging breach of
duty, neglect, error or misstatement while acting in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion regarding legality of shares being registered of Davis,
Brown, Koehn, Shors & Roberts, P.C., Des Moines, Iowa.
23. (a) Consent of Deloitte & Touche, LLP.
(b) Consent of Davis, Brown, Koehn, Shors &
Roberts, P.C. (included in Exhibit 5
hereto).
Item 9. Undertakings.
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, represents a fundamental change in the
information set forth in the 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 to such information in the
registration statement; provided, however, that paragraphs (a) (1)
(i) and (a) (1) (ii) do not apply if the information required to be
included in a posteffective 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.
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.
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 the foregoing
provisions, 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 by it 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 Milan, and
the State of Illinois, on this 13th day of June, 1996.
Date: June 13, 1996 REGISTRANT:
EAGLE FOOD CENTERS,
INC.
By:
Robert J. Kelly, President,
Chief Executive
Officer and Director
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.
Date: June 13, 1996
/s/Martin J. Rabinowitz
Chairman of the Board and
Director
/s/Robert J. Kelly, President,
Chief Executive
Officer and Director
/s/Herbert T. Dotterer
Senior Vice President-Finance
and
Chief Financial and Accounting
Officer, Director and Secretary
/s/Pasquale V. Petitti, Director
/s/Steven M. Friedman, Director
/s/Alain M. Oberrotman, Director
/s/Michael J. Knilans, Director
/s/William J. Snyder, Director
/s/Peter B. Foreman, Director
/s/Marc C. Particelli, Director
<PAGE>
EXHIBIT INDEX
Exhibit Consecutive
Page Number
5. Opinion of Davis, Brown, Koehn, Shors & 10
Roberts, P.C. regarding legality of shares
being registered
23. (a) Consent of Deloitte & Touche, LLP 9
(b) Consent of Davis, Brown, Koehn, 10
Shors & Roberts, P.C.
(included in Exhibit 5 hereto)
Exhibit 23 (a)
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this Registration
Statement of Eagle Food Centers, Inc. on Form S-8, relating to 2,000,000
shares of Common Stock issuable under the 1995 Stock Incentive Plan, of
our report dated March 22, 1996, appearing in the Annual Report on
Form 10-K of Eagle Food Centers, Inc. for the year ended February 3,
1996.
Davenport, Iowa
June 11, 1996
Exhibit 5
Davis, Brown, Koehn, Shors & Roberts, P.C.
June 13, 1996
Re: Eagle Food Centers, Inc. 1995 Stock Incentive Plan Registration
Statement on Form S-8
2,000,000 Shares of Common Stock
Gentlemen:
We have examined the corporate records and proceedings of Eagle
Food Centers, Inc., a Delaware corporation (the Company ), with
respect to the legal sufficiency of all corporate proceedings of the
Company taken in connection with the creation, issuance, form and
validity, and full payment and nonassessability, when issued, of 2,000,000
shares (hereinafter referred to as the Shares ), of Common Stock of the
Company to be issued by the Company and covered by the registration
statement on Form S-8 relating to the Eagle Food Centers, Inc. 1995
Stock Incentive Plan, (hereinafter referred to as the registration
Statement and the Plan, respectively) to be filed with the Securities
and Exchange Commission on or about June 13, 1996 (in connection with
which Registration Statement this opinion is rendered).
We have also examined such other documents and such questions of
law as we have deemed to be necessary and appropriate, and on the basis
of such examinations, we are of the opinion that when the Registration
Statement shall become effective, the Shares to be issued upon the
exercise of the rights or options issued under the Plan (hereinafter referred
to as the Interests ) shall be validly authorized and issued and fully paid
and nonassessable. Informing our opinion, we have assumed that (a) the
Shares so issuable will continue to be validly authorized on the dates of
exercise, (b) on the dates of exercise, the agreements granting the
Interests will have been duly executed, issued and delivered, will
constitute the legal, valid, and binding obligations of the Company, and
will (subject to applicable bankruptcy, insolvency, and other laws
affecting the enforceability of creditors rights generally) be enforceable as
to the Company in accordance with their terms, (c) as of the dates of
exercise, all supplements, amendments, or revisions required by the
Securities Act of 1933 and the Rules and Regulations thereunder will have
been prepared and filed in compliance with such law, rules and
regulations, and all reports filed pursuant to the Securities Exchange Act
of 1934 which are incorporated by reference into the Registration
Statement will have been duly prepared and timely filed in compliance
with the requirements of each such report, (d) no change occurs in the
applicable law or the pertinent facts, and (e) the Interests will be exercised
in accordance with their terms and the terms of the Plan.
In rendering the foregoing opinions we have relied, without
investigation, on the following:
(1) The certificates and other documents from, or oral
conversations with, public officials as to matters stated
therein;
(2) Representations in the Plan, the proposed terms of the
agreements pursuant to which the Interests are to be executed
by the Company and other parties thereto; and
(3) Certificates or statements of executive officers and employees
whom we believe are responsible for the Company,
including, but not limited to, representations of such officers
and employees regarding the preparation and filing of
documents which are incorporated by reference into the
Registration Statement.
We hereby consent (1) to be named in the Registration Statement, as
the attorneys who will pass upon legal matters in connection with the
Shares, and (2) to the filing of this opinion or copies hereof as an Exhibit
to the Registration Statement.
Very truly yours,
DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C.
