<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 2000
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DELHAIZE AMERICA, INC.
(Exact Name of Registrant as specified in its charter)
NORTH CAROLINA 56-0660192
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
------------------------
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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DELHAIZE AMERICA, INC. 2000 STOCK INCENTIVE PLAN
HANNAFORD SAVINGS AND INVESTMENT PLAN
PROFIT-SHARING RETIREMENT PLAN OF KASH N' KARRY FOOD STORES, INC.
(Full title of the plans)
--------------------
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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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
(1) (2) SHARE PRICE
=============================== =================== =========================== ========================== ======================
<S> <C> <C> <C> <C>
Class A common stock, par
value $0.50 per share, to be 583,989 $17.0452 (3) $ 9,954,209.30 (3) $ 2,627.91 (3)
issued pursuant to
outstanding options under the
Delhaize America, Inc. 2000
Stock Incentive Plan
------------------------------- ------------------- --------------------------- -------------------------- ----------------------
Class A common stock, par
value $0.50 per share, issued 141,915 $17.1875 (4) $ 2,439,164.06 (4) $ 643.94 (4)
as restricted stock pursuant
to the Delhaize America, Inc.
2000 Stock Incentive Plan
------------------------------- ------------------- --------------------------- -------------------------- ----------------------
Class A common stock, par
value $0.50 per share, to be 11,274,096 $17.1875 (4) $193,773,525.00 (4) $51,156.21 (4)
issued in the future pursuant
to the Plans
=============================== =================== =========================== ========================== ======================
Total 12,000,000 $206,166,898.36 $54,428.06
=============================== =================== =========================== ========================== ======================
</TABLE>
(1) Delhaize America previously filed a registration statement on Form S-8 on
May 14, 1996 (File No. 333-03669) (the "Prior S-8") to register shares of
Class A common stock, par value $0.50 per share (the "Class A Common
Stock"), issuable pursuant to the 1996 Employee Stock Incentive Plan of
Food Lion, Inc. (the "Prior Plan"). Delhaize America is amending
post-effectively the Prior S-8, contemporaneously with this filing, to
provide that: (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
Prior Plan will no longer be issued under the Prior Plan but may be issued
under the Delhaize America, Inc. 2000 Stock Incentive Plan (the "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 2000 Stock
Incentive Plan (the "Carried Forward Shares"). Delhaize America paid
$6,846 to register the Carried Forward Shares, which are being carried
forward from the Prior S-8 to this Registration Statement pursuant to
Interpretation 89 under Section G "Securities Act Forms" 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 and, accordingly, has offset the registration fee
to be paid herewith by such amount. See "Explanatory Note."
(2) In addition to the Carried Forward Shares, this Registration Statement
covers 8,000,000 shares of Class A Common Stock issuable pursuant to the
2000 Stock Incentive Plan, of which 583,989 shares are subject to currently
outstanding options and 141,915 shares have been granted as restricted
stock; 2,000,000 shares of Class A Common Stock representing an estimate of
such presently undeterminable number of shares of Class A Common Stock as
may be purchased with employee and employer contributions pursuant to the
Hannaford Savings and Investment Plan; and 2,000,000 shares of Class A
Common Stock representing an estimate of such presently undeterminable
number of shares of Class A Common Stock as may be purchased with employee
and employer contributions pursuant to the Profit-Sharing Retirement Plan
of Kash n' Karry Food Stores, Inc. (collectively, the "Plans"). In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement covers an
indeterminate number of participation interests to be offered or sold
pursuant to the Hannaford Savings and Investment Plan and the
Profit-Sharing Retirement Plan of Kash n' Karry Food Stores, Inc., and an
indeterminate number of additional shares of Class A Common Stock as may be
issuable as a result of splits, stock dividends, recapitalizations,
mergers, reorganizations, combinations or exchanges of shares or other
similar events. The required information regarding participation interests
is subsumed in the information above regarding Class A Common Stock.
(3) Estimated solely for calculating the amount of the registration fee
pursuant to Rule 457(h) under the Securities Act based upon the weighted
average exercise price of the outstanding options. The outstanding options
have exercise prices that range from $17.00 per share to $18.625 per share.
(4) Estimated solely for calculating the amount of the registration fee
pursuant to Rule 457(h) under the Securities Act based upon the average of
the high and low sales prices of a share of Class A Common Stock on the New
York Stock Exchange on September 21, 2000, as reported in published
financial sources.
<PAGE> 3
EXPLANATORY NOTE
Delhaize America, Inc., a North Carolina corporation ("Delhaize
America" or the "Registrant"), has filed this Registration Statement on Form S-8
to register 8,000,000 shares of Class A common stock, par value $0.50 per share
(the "Class A Common Stock"), for issuance pursuant to the Delhaize America,
Inc. 2000 Stock Incentive Plan; 2,000,000 shares of Class A Common Stock for
issuance pursuant to the Hannaford Savings and Investment Plan; and 2,000,000
shares of Class A Common Stock for issuance pursuant to the Profit-Sharing
Retirement Plan of Kash n' Karry Food Stores, Inc. The full registration fee for
the registration of such shares is being paid herewith.
Delhaize America previously filed a registration statement on Form S-8
on May 14, 1996 (File No. 333-03669) (the "Prior S-8") to register shares of
Class A Common Stock issuable pursuant to the 1996 Employee Stock Incentive Plan
of Food Lion, Inc. (the "Prior Plan"). Delhaize America is filing an amendment
to post-effectively amend the Prior S-8, contemporaneously with the filing of
this Registration Statement, to provide that: (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 Prior Plan will no longer be issued under the Prior
Plan but may be issued under the Delhaize America, Inc. 2000 Stock Incentive
Plan (the "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 2000 Stock Incentive Plan (the
"Carried Forward Shares").
In accordance with the principles set forth in Interpretation 89 under
Section G "Securities Act Forms" of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (the "Commission") (July 1997) and General Instruction E to
Form S-8, the Carried Forward Shares are being carried forward from the Prior
S-8 to this Registration Statement and, accordingly, the Registrant has offset
the fee to be paid herewith by the fee that was paid by the Registrant in
connection with the Prior S-8.
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 this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated
herein by reference:
(1) Delhaize America's Annual Report on Form 10-K for the year ended
January 1, 2000;
(2) Delhaize America's Quarterly Report on Form 10-Q for the quarter ended
March 25, 2000;
(3) Delhaize America's Quarterly Report on Form 10-Q for the quarter ended
June 17, 2000;
(4) Delhaize America's Current Report on Form 8-K dated July 31, 2000;
(5) The description of Delhaize America's Class A Common Stock included
under the heading "Description of Common Stock" on pages 1-3 of
Delhaize America's Registration Statement on Form 8-A filed with the
Commission on March 1, 1984, as amended by Delhaize America's
Registration Statement on Form 8-A/A filed with the Commission on
December 18, 1987, as amended by Delhaize America's Registration
Statement on Form 8-A filed with the Commission on September 2, 1999,
as amended by Delhaize America's Registration Statement on Form 8-A/A
filed with the Commission on September 3, 1999;
(6) The Hannaford Savings and Investment Plan Annual Report on Form 11-K
for the fiscal year ended December 31, 1999; and
(7) The Profit-Sharing Retirement Plan of Kash n' Karry Food Stores, Inc.
Annual Report on Form 11-K for the fiscal year ended December 18, 1999.
In addition to the foregoing, all documents subsequently filed by
Delhaize America, the Hannaford Savings and Investment Plan or the
Profit-Sharing Retirement Plan of Kash n' Karry Food Stores, Inc. pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the revised North Carolina Business
Corporation Act contain specific provisions relating to indemnification of
directors and officers of North Carolina corporations. In general, the statutes
provide that (i) a corporation must indemnify a director or officer who is
wholly successful in his defense of a proceeding to which he is a party because
of his status as such, unless limited by the articles of incorporation, and (ii)
a corporation may indemnify a director or officer if he is not wholly successful
in such defense, if it is determined as provided by statute that the director or
officer meets a certain standard of conduct, provided when a director or officer
is liable to the corporation or is adjudged liable on the basis that personal
benefit was improperly received by him, the corporation may not indemnify him. A
director or officer of a corporation who is a party to a proceeding also may
apply to the courts for indemnification, unless the articles of incorporation
provide otherwise, and the court may order indemnification under certain
circumstances set forth in the statute. A corporation may, in its articles of
incorporation or bylaws or by contract or resolution, provide indemnification in
addition to that provided by statute, subject to certain conditions.
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Delhaize America's bylaws provide for the indemnification of any
director or officer of the company against liabilities and litigation expenses
arising out of his status as such, excluding (i) any liabilities or litigation
expenses relating to activities which were at the time taken known or believed
by such person to be clearly in conflict with the best interests of the company
and (ii) that portion of any liabilities or litigation expenses with respect to
which such person is entitled to receive payment under any insurance policy
other than a directors' and officers' insurance policy maintained by the
company.
Delhaize America's articles of incorporation provide for the
elimination of the personal liability of each director of the company to the
fullest extent permitted by law.
Delhaize America maintains directors' and officers' liability
insurance, under which any controlling persons, director or officer of the
company is insured or indemnified against certain liabilities which he may incur
in his capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of exhibits included as part of this registration statement is
set forth in the Exhibit Index which immediately precedes the exhibits and is
incorporated by reference here.
Delhaize America hereby undertakes that it will submit or has submitted
the Hannaford Savings and Investment Plan and the Profit-Sharing Retirement Plan
of Kash n' Karry Food Stores, Inc. and any amendments thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify such plans under Section 401 of
the Internal Revenue Code of 1986, as amended.
ITEM 9. UNDERTAKINGS.
(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; 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information 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; and
(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.
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<PAGE> 6
(b) The undersigned 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 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.
(c) 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 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.
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<PAGE> 7
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 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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<PAGE> 8
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 Securities and Exchange 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 registration statement
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 registration statement has been signed by the following persons in the
capacities indicated on September 25, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ R. William McCanless President and Chief Executive Officer, Director
---------------------------------------- (Principal Executive Officer)
R. William McCanless
/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
----------------------------------------
Margaret H. Kluttz
/s/ Dominique Raquez Director
----------------------------------------
Dominique Raquez
/s/ Laura Kendall Vice President of Finance, Chief Financial
---------------------------------------- Officer (Principal Accounting Officer)
Laura Kendall
</TABLE>
II-5
<PAGE> 9
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee authorized by the Board of Directors of Hannaford Bros.
Co. has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Scarborough, State of
Maine, on September 25, 2000.
HANNAFORD SAVINGS AND INVESTMENT PLAN
By: /s/ Paul A. Fritzson
------------------------------------------
Paul A. Fritzson
Member of the Administrative Committee
II-6
<PAGE> 10
Pursuant to the requirements of the Securities Act of 1933, the Benefit
Plan Committee of the Board of Directors of Delhaize America, Inc. 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.
PROFIT-SHARING RETIREMENT PLAN OF
KASH N' KARRY FOOD STORES, INC.
By: /s/ L. Darrell Johnson
------------------------------------------
L. Darrell Johnson
Member of the Benefit Plan Committee
of the Board of Directors of
Delhaize America, Inc.
II-7
<PAGE> 11
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this
registration statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
4.1 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
4.2 Articles of Amendment to Articles of Incorporation, which are incorporated by reference to Exhibit 3.1 to
Delhaize America's Current Report on Form 8-K dated September 7, 1999
4.3 Bylaws of the Company effective September 7, 1999, which are incorporated by reference to Exhibit 3.2 to
Delhaize America's Current Report on Form 8-K dated September 7, 1999
4.4 Delhaize America, Inc. 2000 Stock Incentive Plan, which is incorporated by reference to Exhibit 10b to
Delhaize America's Quarterly Report on Form 10-Q for the quarter ended June 17, 2000
5 Opinion of Robinson, Bradshaw & Hinson, P.A. regarding the legality of the shares to be issued pursuant to
the Delhaize America, Inc. 2000 Stock Incentive Plan
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (included in the opinion filed as Exhibit 5 to this
Registration Statement)
23.2 Consent of Independent Accountants, PricewaterhouseCoopers LLP
24 Power of Attorney (included in the signature page of this Registration Statement)
</TABLE>
