Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
HANNAFORD BROS. CO.
(Exact name of registrant as specified in its charter)
Maine 01-0085930
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
145 Pleasant Hill Road, Scarborough, Maine 04074
(Address of Principal Executive Offices) (Zip Code)
HANNAFORD BROS. CO. EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Charles H. Crockett
145 Pleasant Hill Road
Scarborough, Maine 04074
(207) 883-2911
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registra-
Registered Registered Share* Price* tion Fee
Common Stock, 750,000 shares $40.0000 $30,000,000 $9,090.91
$.75 Par Value
*Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h). Reflects the average of the high and low
prices reported for November 26, 1997.
<PAGE>
This Registration Statement is filed pursuant to Instruction E of Form S-8,
for the purpose of registering additional shares of Common Stock of
Hannaford Bros. Co. (the "Company") for issuance pursuant to the Hannaford
Bros. Co. Employee Stock Purchase Plan (the "Plan"). The contents of
Registration Statement No. 2-77902, as amended by 33-31624, are
incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following additional exhibits are filed as part of this
Registration Statement:
5 Opinion, dated December 1, 1997, of Verrill & Dana, including the
consent of such counsel.
15 Letter of Coopers & Lybrand dated December 1, 1997.
23.1 Consent of Coopers & Lybrand dated December 1, 1997.
23.2 Consent of Verrill & Dana (included in Exhibit 5).
(b) The Registrant undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan.
24 Powers of Attorney
<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 Town of Scarborough, State of Maine, on
December 1, 1997.
HANNAFORD BROS. CO.
/s/Hugh G. Farrington
Hugh G. Farrington
President,
Chief Executive Officer,
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(s) indicated.
Signature Title Date
/s/Hugh G. Farrington President, Chief
Executive Officer, December 1, 1997
Director
/s/Blythe J. McGarvie Senior Vice President,
Chief Financial Officer December 1, 1997
*Walter J. Salmon Chairman of the Board , 1997
*Bruce G. Allbright Director , 1997
*Robert D. Bolinder Director , 1997
*William T. End Director , 1997
*James W. Gogan Director , 1997
*Richard K. Lochridge Director , 1997
*Renee M. Love Director , 1997
Claudine B. Malone Director , 1997
*Robert J. Murray Director , 1997
*David F. Sobey Director , 1997
*Robert L. Strickland Director , 1997
* By Andrew P. Geoghegan on the date indicated, as attorney-in-fact
pursuant to a power of attorney filed as an exhibit to this Registration
Statement.
/s/ Andrew P. Geoghegan Secretary December 1, 1997
<PAGE>
HANNAFORD BROS. CO.
FORM S-8
INDEX TO EXHIBITS
5 Opinion, dated December 1, 1997, of Verrill & Dana, including the
consent of such counsel.
15 Letter of Coopers & Lybrand dated December 1, 1997.
23.1 Consent of Coopers & Lybrand dated December 1, 1997.
23.2 Consent of Verrill & Dana (included in Exhibit 5).
24 Powers of Attorney
<PAGE>
Exhibit 5
VERRILL & DANA
Attorneys at Law
ONE PORTLAND SQUARE
P.O. BOX 586
PORTLAND, MAINE 04112-0586
(207) 774-4000
Facsimile (207) 774-7499
December 1, 1997
Hannaford Bros. Co.
145 Pleasant Hill Road
Scarborough, Maine 04074
Re: Registration Statement on Form S-8
Relating to the Employee Stock Purchase Plan
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Hannaford Bros. Co., a Maine corporation (the "Company"),
relating to the registration of 750,000 additional shares (the "Shares")
of the Company's Common Stock, par value $.75 per share, proposed to be
issued and sold by the Company in connection with the Hannaford Employee
Stock Purchase Plan (the "Plan"). It is our understanding that the
Registration Statement is to be filed with the Securities and Exchange
Commission on or about December 2, 1997.
We have examined the originals, or photostatic or certified copies, of
such records and certificates of the Company, such certificates of public
officials and of officers of the Company, and such other documents as we
have deemed relevant. In such examination 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 certified or photostatic copies, and the authenticity of the
originals of such copies. We have also assumed the accuracy and
completeness of statements of fact contained in such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and, when issued and paid for in
accordance with the terms of the Plan, will be validly issued, fully paid,
and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7
of the Securities Act of 1933 or the General Rules and Regulations of the
Securities and Exchange Commission.
Very truly yours,
s/Verrill & Dana
Verrill & Dana
Exhibit 15
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Hannaford Bros. Co. Employee Stock Purchase Plan
Registration on Form S-8
We are aware that our report dated October 16, 1997, on our review of
interim financial information of Hannaford Bros. Co. and Subsidiaries as
of September 27, 1997 and for the three month and nine month periods
ended September 27, 1997 and September 28, 1996, and included in Form
10-Q for the quarter then ended is incorporated by reference in this
registration statement. Pursuant to rule 436(c) under the Securities Act
of 1933, this report should not be considered a part of this registration
statement prepared or certified by us within the meaning of Sections 7
and 11 of that Act.
s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Portland, Maine
December 1, 1997
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8 of
our report dated January 15, 1997, on our audits of the consolidated
financial statements of Hannaford Bros. Co. and Subsidiaries, which
report is included in the annual report on Form 10-K for the year ended
December 28, 1996.
s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Portland, Maine
December 1, 1997
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Andrew P. Geoghegan and Charles H.
Crockett his or her true and lawful attorneys-in-fact and agents, each
acting along, with full powers of substitution and resubstitution, for
and in the name, place and stead of the undersigned, in the undersigned's
capacity as a Director of Hannaford Bros. Co., from time to time, to sign
(i) a Registration Statement on Form S-8 to register additional shares
of Common Stock for issuance through the Employee Stock Purchase
Plan;
(ii) a Registration Statement on Form S-8 to register shares of Common
Stock for issuance through the 1993 Long Term Incentive Plan, and
to register for resale shares previously issued under such plan or
the 1980 Long Term Incentive Plan; and
(iii) any and all post-effective amendments to either of the foregoing
Registration Statements
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents 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, as fully to all intents and purposes
as the undersigned might or could do in person, and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone,
or their substitute or substitutes, may lawfully do or cause to be done
by virtue thereof.
This document may be executed in several counterparts.
Witness our signatures on the date(s) set forth below:
SIGNATURE TITLE DATE
President, Chief
Executive Officer,
Hugh G. Farrington and Director
Senior Vice President,
Chief Financial
Blythe J. McGarvie Officer
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s/Walter J. Salmon Chairman of the Board October 8, 1997
Walter J. Salmon
s/Bruce G. Allbright Director October 8, 1997
Bruce G. Allbright
s/Robert D. Bolinder Director October 8, 1997
Robert D. Bolinder
s/William T. End Director October 8, 1997
William T. End
s/James W. Gogan Director October 8, 1997
James W. Gogan
s/Richard K. Lochridge Director October 8, 1997
Richard K. Lochridge
s/Renee M. Love Director October 8, 1997
Renee M. Love
Director
Claudine B. Malone
s/Robert J. Murray Director October 8, 1997
Robert J. Murray
s/David F. Sobey Director October 8, 1997
David F. Sobey
s/Robert L. Strickland Director October 8, 1997
Robert L. Strickland
