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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2000
REGISTRATION NO. 333-03669
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
DELHAIZE AMERICA, INC.
(Exact Name of Registrant as specified in its charter)
NORTH CAROLINA 56-0660192
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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P.O. BOX 1330
2110 EXECUTIVE DRIVE
SALISBURY, NORTH CAROLINA 28145
(704) 633-8250
(Address, including zip code, of principal executive offices)
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1996 EMPLOYEE STOCK INCENTIVE PLAN OF FOOD LION, INC.
(Full title of the plan)
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R. WILLIAM MCCANLESS
DELHAIZE AMERICA, INC.
P.O. BOX 1330
2110 EXECUTIVE DRIVE
SALISBURY, NORTH CAROLINA 28145
(704) 633-8250
(Name, address and telephone number, including area code, of agent for service)
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COPY TO:
STEPHEN E. OLDER
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
590 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 872-1000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A common stock, par (1) (1) (1) (1)
value $0.50 per share
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</TABLE>
(1) No additional shares of Class A common stock are being registered.
Registration fees for the shares of Class A common stock available for
issuance under the 1996 Employee Stock Incentive Plan of Food Lion,
Inc. were paid when the original Form S-8 Registration Statement (File
No. 333-03669) was filed with the Securities and Exchange Commission on
May 14, 1996. Therefore, no further registration fee is required.
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AMENDMENT OF PRIOR REGISTRATION STATEMENT
Delhaize America, Inc., a North Carolina corporation formerly known as
Food Lion, Inc. ("Delhaize America" or the "Registrant"), filed a Registration
Statement on Form S-8 (File No. 333-03669) on May 14, 1996 to register shares of
the Registrant's Class A common stock, par value $0.50 per share (the "Class A
Common Stock"), for offer and sale pursuant to the 1996 Employee Stock Incentive
Plan of Food Lion, Inc. (the "Prior Plan"). The Registrant adopted a new stock
incentive plan, the Delhaize America, Inc. 2000 Stock Incentive Plan (the "2000
Stock Incentive Plan"), effective March 27, 2000.
The Registrant's Form S-8 Registration Statement (File No. 333-03669)
filed with the Commission on May 14, 1996 is hereby amended as follows: (a) up
to 1,210,392 shares available for issuance but not issued or subject to
outstanding options as of March 27, 2000 under the Registrant's Prior Plan will
no longer be issued under the Prior Plan but may be issued under the
Registrant's 2000 Stock Incentive Plan; and (b) up to 1,491,528 shares
currently subject to outstanding awards under the Prior Plan that subsequently
cease to be subject to such awards (other than by reason of exercise or payment
of the awards to the extent they are exercised for or settled in vested and
nonforfeitable shares) will no longer be available for issuance under the Prior
Plan but will be available for issuance under the Registrant's 2000 Stock
Incentive Plan (the "Carried Forward Shares").
Contemporaneously with the filing of this Post-Effective Amendment No.
1 to the Registration Statement on Form S-8 (File No. 333-03669), the
Registrant is filing a Registration Statement on Form S-8 to register shares of
Class A Common Stock for offer or sale pursuant to the 2000 Stock Incentive
Plan, including but not limited to the Carried Forward Shares. Accordingly, in
accordance with the principles set forth in Interpretation 89 under Section G
of the Manual of Publicly Available Telephone Interpretations of the Division
of Corporation Finance of the Securities and Exchange Commission (July 1997) and
General Instruction E to Form S-8, this Post-Effective Amendment No. 1 is hereby
filed (i) to reallocate the Carried Forward Shares from the Prior Plan to the
2000 Stock Incentive Plan, and (ii) to carry over the registration fees paid for
the Carried Forward Shares from the Registration Statement on Form S-8 (File No.
333-03669) previously filed for the Prior Plan, to the Registration Statement on
Form S-8 for the 2000 Stock Incentive Plan that is filed contemporaneously with
the filing of this Post-Effective Amendment No. 1.
The contents of the Form S-8 Registration Statement (File No.
333-03669) filed May 14, 1996 referred to above are incorporated by reference
into this Amendment No. 1 to such Registration Statement, except as described
herein. Required consents and signatures are included in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-03669).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
A list of exhibits included as part of this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 (File No. 333-03669) is set
forth in the Exhibit Index which immediately precedes the exhibits and is
incorporated by reference here.
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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 this Post-Effective Amendment No. 1 to form
S-8 Registration Statement (File No. 333-03669) and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Salisbury, State of North Carolina, on
September 25, 2000.
DELHAIZE AMERICA, INC.
By: /s/ R. William McCanless
---------------------------------------
R. William McCanless
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned directors and
officers of Delhaize America, Inc. hereby constitutes and appoints R. William
McCanless and Michael R. Waller, and each of them, his true and lawful
attorney-in-fact and agent, with full power to act without the other and with
full power of substitution and resubstitution, for him and on his behalf and in
his name, place and stead, in any and all capacities, to sign, execute and file
with the Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the securities
offered pursuant to this Post-Effective Amendment No. 1 to the Form S-8
Registration Statement (File No. 333-03669) under the Securities Act, including
any and all amendments (including post-effective amendments and amendments
thereto) to this registration statement and any registration statement for the
same offering that is to be effective upon filing pursuant to Rule 462(b) under
the Securities Act, with all exhibits and any and all documents required to be
filed with respect thereto with any regulatory authority, 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
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Form S-8 Registration
Statement (File No. 333-03669) has been signed by the following persons in the
capacities indicated on September 25, 2000.
SIGNATURE TITLE
/s/ R. William McCanless President and Chief Executive Officer,
------------------------ Director
R. William McCanless (Principal Executive Officer)
/s/ Pierre-Olivier Beckers Chairman of the Board, Director
--------------------------
Pierre-Olivier Beckers
/s/ Dr. Jacqueline K. Collamore Director
-------------------------------
Dr. Jacqueline K. Collamore
/s/ Jean-Claude Coppieters t' Wallant Director
-------------------------------------
Jean-Claude Coppieters t' Wallant
/s/ Pierre Dumont Director
-----------------
Pierre Dumont
/s/ Hugh G. Farrington Vice Chairman, Director
----------------------
Hugh G. Farrington
/s/ William G. Ferguson Director
-----------------------
William G. Ferguson
/s/ Dr. Bernard W. Franklin Director
---------------------------
Dr. Bernard W. Franklin
/s/ Margaret H. Kluttz Director
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Margaret H. Kluttz
/s/ Dominique Raquez Director
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Dominique Raquez
/s/ Laura Kendall Vice President of Finance,
----------------- Chief Financial Officer
Laura Kendall (Principal Accounting Officer)
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INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement (File No.
333-03669):
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EXHIBIT
NUMBER EXHIBIT
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* 4.1 1996 Employee Stock Incentive Plan of Food Lion, Inc.
4.2 Articles of Incorporation, together with all amendments
thereto (through May 5, 1988), which are incorporated by
reference to Exhibit 3(a) to Delhaize America's Annual Report
on Form 10-K dated March 24, 1992
4.3 Articles of Amendment to Articles of Incorporation, which are
incorporated by reference to Exhibit 3.1 to the Company's
Current Report on Form 8-K dated September 7, 1999
4.4 Bylaws of the Company effective September 7, 1999, which are
incorporated by reference to Exhibit 3.2 of the Company's
Current Report on Form 8-K dated September 7, 1999
* 5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. as to the
legality of the Class A Common Stock being registered
* 23.1 The consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in its opinion filed as Exhibit 5.1)
23.2 Consent of Independent Accountants, PricewaterhouseCoopers
LLP
24.1 Power of Attorney (included in the signature page of this
Registration Statement)
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* Previously filed as exhibits to the Form S-8 Registration Statement filed
with the Commission on May 14, 1996 (File No. 333-03669).
