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. 1998 STOCK OPTION 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, 2,000,000 shares $43.8438 $87,687,600 $25,867.84
$.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 May 18, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Hannaford Bros. Co. ("Hannaford" or the "Company") hereby incorporates
by reference into this Registration Statement the Company's Annual Report
on Form 10-K for the year ended January 3, 1998; the Company's Quarterly
Report on Form 10-Q for the quarter ended April 4, 1998; and the
description of the Company's Common Stock contained in the Registration
Statement filed under Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for
the purpose of updating such description. There shall be deemed to be
incorporated herein by reference, from the date of filing thereof, all
documents filed by the Company pursuant to Sections 13(a), 13 (c), 14, and
15(d) of the Exchange Act 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.
Item 5. Interests of Named Experts and Counsel.
Verrill & Dana, LLL of Portland, Maine is general counsel to the
Company and has given its opinion with regard to the validity of the Common
Stock to which this Registration Statement relates. Peter B. Webster, a
partner in the firm, serves as Clerk and an Assistant Secretary of the
Company; Gregory S. Fryer, a partner in the firm, also serves as an
Assistant Secretary of the Company. Members of the firm hold in the
aggregate less than 1% of the Common Stock of Hannaford.
Item 6. Indemnification of Directors and Officers.
Hannaford's bylaws provide for indemnification of directors and
officers of the Company for certain actions taken or omitted in good faith.
In general, the scope of such indemnity is as broad as is permitted by the
Maine Business Corporation Act. In addition, Hannaford carries liability
insurance relative to certain of these indemnifications. Insofar as
indemnification for liabilities arising under the Securities Act of 1933
may be permitted pursuant to the foregoing provisions or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
Pursuant to a standstill agreement between Hannaford and the Sobey
Parties dated as of February 4, 1988, as amended, the Company has agreed to
indemnify the Sobey Parties against certain claims which may arise from
execution and delivery of such agreement. The Sobey Parties presently own
approximately 25.6% of the Company's outstanding Common Stock.
<PAGE>
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
3.1 Articles of Incorporation - Incorporated by reference to Exhibit 3.1
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993 (SEC File No. 1-7603)
3.2 By-Laws - Incorporated by reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for the fiscal year ended January 1, 1994
(SEC File No. 1-7603)
4.1 Instruments Defining the Rights of Security Holders - Included in
Exhibit 3
4.2 Rights Agreement, dated as of December 16, 1997, between the Company
and Continental Stock Transfer & Trust Company (including the form of
Rights Certificate) - Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A, filed January 28,
1998 (SEC File No. 1-7603)
4.4 Hannaford Bros. Co. 1998 Stock Option Plan
5 Opinion, dated May 19, 1998, of Verrill & Dana, LLP, including the
consent of such counsel
15 Letter of Coopers & Lybrand, L.L.P., dated May 19, 1998
23.1 Consent of Coopers & Lybrand, L.L.P. - Dated May 19, 1998
23.2 Consent of Verrill & Dana, LLP - Included in Exhibit 5
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment
to this Registration Statement 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.
2. The undersigned Registrant hereby undertakes 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.
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3. The undersigned Registrant hereby undertakes 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.
4. 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 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.
5. 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 of 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 Town of Scarborough, State of Maine, on
May 19, 1998.
HANNAFORD BROS. CO.
/s/Blythe J. McGarvie
Blythe J. McGarvie
Sr. Vice President,
Chief Financial Officer,
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the date indicated above.
/s/Walter J. Salmon /s/Hugh G. Farrington
Walter J. Salmon Hugh G. Farrington
Chairman of the Board, President, Chief Executive
Director Officer, Director
/s/Blythe J. McGarvie /s/Bruce G. Allbright
Blythe J. McGarvie Bruce G. Allbright
Senior Vice President, Director
Chief Financial Officer
/s/Robert D. Bolinder /s/William T. End
Robert D. Bolinder William T. End
Director Director
/s/Richard K. Lochridge /s/Renee M. Love
Richard K. Lochridge Renee M. Love
Director Director
/s/Claudine B. Malone /s/Robert J. Murray
Claudine B. Malone Robert J. Murray
Director Director
/s/John Robert Sobey /s/David F. Sobey
John Robert Sobey David F. Sobey
Director Director
/s/Robert L. Strickland /s/Robert J. Tarr, Jr.
Robert L. Strickland Robert J. Tarr, Jr.
Director Director
<PAGE>
HANNAFORD BROS. CO.
FORM S-8
INDEX TO EXHIBITS
3.1 Articles of Incorporation - Incorporated by reference to Exhibit 3.1
to the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 2, 1993 (SEC File No. 1-7603)
3.2 By-Laws - Incorporated by reference to the Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 (SEC File No. 1-7603)
4.1 Instruments Defining the Rights of Security Holders - Included in
Exhibit 3
4.2 Rights Agreement, dated as of December 16, 1997, between the Company
and Continental Stock Transfer & Trust Company (including the form of
Rights Certificate) - Incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A, filed January 28,
1998 (SEC File No. 1-7603)
4.4 Hannaford Bros. Co. 1998 Stock Option Plan
5 Opinion, dated May 19, 1998, of Verrill & Dana, LLP, including the
consent of such counsel
15 Letter of Coopers & Lybrand, L.L.P, dated May 19, 1998.
23.1 Consent of Coopers & Lybrand, L.L.P. - Dated May 19, 1998
23.2 Consent of Verrill & Dana, LLP - Included in Exhibit 5
Exhibit 4
HANNAFORD BROS. CO.
1998 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to provide Employees of
Hannaford Bros. Co. and its Subsidiaries with additional incentives to
contribute to the success of the Company and to attract, reward and retain
Employees of outstanding ability.
2. DEFINITIONS. As used in this Plan, the following words and phrases
wherever capitalized shall have the following meanings unless the context
clearly indicates that a different meaning is intended:
(a) "Award" shall mean any Option or Stock Appreciation Right granted
pursuant to the Plan.
(b) "Award Agreement" shall mean a written instrument that specifies
the terms, conditions and restrictions of an Award and incorporates the
applicable provisions of the Plan and such additional provisions not
inconsistent therewith as the Committee shall determine.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Code" shall mean the Internal Revenue Code of 1986, as from time
to time amended.
(e) "Committee" shall mean the committee described in Section 3, which
shall have the authority to control and manage the administration of the
Plan.
(f) "Common Stock" shall mean common stock, par value, $.75 per
share, of the Company.
(g) "Company" shall mean Hannaford Bros. Co.
(h) "Disability" shall mean an Employee's inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months. An Employee shall not be considered disabled
unless he or she furnishes proof of the existence of such Disability in
such form and manner, and at such times, as the Committee may require.
(i) "Employee" shall mean any person who is employed by the Company or
any Parent or Subsidiary.
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(j) "Fair Market Value" shall mean, with respect to Shares, the
closing price of Shares as reported on the New York Stock Exchange;
provided, however, that the Fair Market Value of the Shares to be issued
under any Incentive Stock Option shall be determined by the Committee in
accordance with the applicable requirements of subsections 422(b)(4) and
(c)(7) of the Code and the regulations issued thereunder.
(k) "Incentive Stock Option" shall mean an option granted to an
individual for any reason connected with his or her employment by a
corporation, if granted by the employer corporation or its Parent or
Subsidiary corporation, to purchase stock of any of such corporations, but
only if such option meets the requirements of Section 422 of the Code.
(l) "Nonqualified Stock Option" shall mean an Option granted under the
Plan that is not an Incentive Stock Option.
(m) "Option" shall mean a right granted under the Plan to purchase
Shares.
(n) "Optionee" shall mean an Employee who is granted an Option.
(o) "Parent" shall mean, for purposes of the Incentive Stock Option
provisions of the Plan, a parent Company within the meaning of subsections
424(e) and (g) of the Code.
(p) "Plan" shall mean the Hannaford Bros. Co. 1998 Stock Option Plan.
(q) "Share" shall mean a share of Common Stock of the Company, as
adjusted in accordance with subsection 4(b).
(r) "Stock Appreciation Right" shall mean a right granted under
Section 8 to receive a payment, the amount of which shall be determined by
reference to the value of a Share.
(s) "Subsidiary" shall mean, for purposes of the Incentive Stock
Option provisions of the Plan, a subsidiary Company within the meaning of
subsections 424(f) and (g) of the Code, and for all other purposes of the
Plan, a Company of which Hannaford Bros. Co. owns directly or indirectly at
least fifty percent (50%) of the total combined voting power of all classes
of stock entitled to vote.
(t) "Treasury Shares" shall mean Shares that have been issued and
subsequently acquired by the Company, but have not been canceled or
retired.
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3. ADMINISTRATION.
(a) COMMITTEE MEMBERS. The Plan shall be administered by the members
of the Human Resources Committee of the Board who are not employees of the
Company or any Parent or Subsidiary and who otherwise qualify as "non-
employee directors" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, and as "outside directors" within the
meaning of Code Section 162(m), as amended, and the regulations thereunder.
A majority of the members of the Committee shall constitute a quorum, and
the action of a majority of the members present at any meeting at which a
quorum is present shall be deemed the action of the Committee. Any member
may participate in a meeting of the Committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Further, any action of
the Committee may be taken without a meeting if all of the members of the
Committee sign written consents, setting forth the action taken or to be
taken, at any time before or after the intended effective date of such
action.
(b) POWERS. The Committee shall have the complete authority and
discretion to administer the Plan, including the following powers which
shall be exercised in accordance with the terms of the Plan:
(i) to determine the Employees to whom Awards shall be granted;
(ii) to determine the time or times at which Awards shall be
granted;
(iii) to determine the type or types of Awards to be granted;
(iv) to determine the terms, conditions and restrictions of each
Award;
(v) to make adjustments in accordance with subsection 4(b);
(vi) to prescribe, amend and rescind rules and regulations
relating to the Plan;
(vii) to interpret the Plan and make all other determinations
deemed necessary or advisable for the administration of the Plan; and
(viii) to delegate to any officer of the Company the authority to
act for the Committee in such matters as the Committee may specify.
<PAGE>
Each determination, interpretation or other action taken pursuant to
the Plan by the Committee (or an officer of the Company acting under a
delegation of authority by the Committee) shall be final and conclusive for
all purposes and binding upon all persons, including the Company, its
Subsidiaries, the Board, the Committee, the Employees and their respective
successors in interest.
(c) SIGNATURES. The Committee may authorize any member thereof to
execute all instruments required in the administration of the Plan, and
such instruments may be executed by facsimile signature.
4. STOCK SUBJECT TO THE PLAN.
(a) LIMITATIONS. Subject to the provisions of subsection (b), the
maximum number of Shares available for grant under the Plan in each
calendar year shall be one and one-half percent (1.5%) of the total
outstanding Shares as of the first day of such year, provided that the
maximum aggregate number of Shares which may be issued under the Plan
pursuant to Incentive Stock Options shall be six million (6,000,000)
Shares. Any unused portion of the percentage limit for any calendar year
shall be carried forward and be made available for grants in succeeding
calendar years. Any Shares issued hereunder may consist, in whole or in
part, of authorized and unissued Shares or Treasury Shares.
In the event that any Shares subject to an Award are forfeited, such
Shares shall, unless the Plan has been terminated, become available again
for grant and shall not be counted again for purposes of the foregoing
share limitation. In the event that any Option granted under the Plan
expires or terminates without the issuance of Shares or payment of other
consideration in lieu of such Shares, the unissued Shares subject to such
Option shall, unless the Plan has been terminated, become available for
other Awards, including other Options.
In the event that an Employee transfers stock issued by the Company in
full or partial payment of the option price of an Option granted under the
Plan, only the difference between (i) the number of Shares issued upon
exercise of the Option and (ii) the number of Shares transferred in payment
of the option price shall be counted for purposes of the foregoing
limitation on the maximum number of Shares available for grant under the
Plan. Notwithstanding the foregoing, the total number of Shares issued
pursuant to the exercise of an Incentive Stock Option shall be counted for
purposes of the foregoing special limitation on Shares issued pursuant to
Incentive Stock Options.
<PAGE>
(b) ADJUSTMENTS. If the number of Shares outstanding changes as a
result of a stock split or stock dividend, the Committee shall
proportionately adjust: (i) the maximum number of Shares available for
grant and the maximum aggregate number of Shares which may be issued under
Incentive Stock Options; (ii) the number of Shares to be issued under
Awards; (iii) the option price with respect to Shares subject to Options;
and (iv) the grant price with respect to Stock Appreciation Rights.
In the event of a merger or consolidation in which the Company is the
surviving Company, or the acquisition by the Company of property or stock
of another Company, or any reorganization, the Committee shall
appropriately adjust: (i) the number and class of Shares to be issued
under Awards; (ii) the option price of Shares subject to Options; and the
grant price with respect to Stock Appreciation Rights. Any adjustments
under this subsection (b) affecting Incentive Stock Options shall be made
so as to comply with the applicable provisions of Sections 422 and 424 of
the Code.
5. ELIGIBILITY.
The Committee may, from time to time, designate Employees to whom
Options or Stock Appreciation Rights may be granted in accordance with the
terms of the Plan.
6. GRANTING OF AWARDS.
The Committee may grant more than one Award and more than one type of
Award to any Employee; provided that no Incentive Stock Option shall be
granted to any Employee who, at the time the Option is granted, owns stock
possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Parent or Subsidiary. For
purposes of applying the percentage limitation of the preceding sentence,
the ownership principles of subsection 424(d) of the Code shall apply. The
terms and conditions of Awards need not be the same with respect to each
Employee. An Employee who has been granted an Award may, if he or she is
otherwise eligible, be granted additional Awards before the exercising of
such prior Award.
In no event may an Employee during any five (5) year period be granted
Awards with respect to more than five hundred thousand (500,000) Shares,
subject to adjustment as provided in Section 4. The Committee may
condition the grant of an Award and the exercise of an Option or Stock
Appreciation Right on the attainment of performance goals. Performance
goals may be expressed in terms of earnings per Share, stock price, total
shareholder return, return on equity, or any similar quantifiable measures.
<PAGE>
7. OPTIONS.
(a) OPTION AGREEMENT. Each Option granted by the Committee shall be
evidenced by an Award Agreement ("Option Agreement"), specifying the Option
price, the number of Shares subject to the Option and such other terms,
conditions and restrictions as the Committee shall determine. In addition,
each Option shall be clearly identified as either an Incentive Stock Option
or a Nonqualified Stock Option.
(b) TERM OF OPTION. The term of each Option shall be set forth in
the Option Agreement, but in no event shall an Option be exercisable after
the expiration of ten (10) years from the date such Option is granted.
(c) OPTION PRICE. The option price for Shares to be issued under any
Option shall not be less than one hundred percent (100%) of the Fair Market
Value of such Shares on the date the Option is granted.
(d) NONTRANSFERABILITY OF OPTIONS. Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner, other
than by will or by the laws of descent and distribution, and may be
exercised during the lifetime of the Optionee only by such Optionee.
Notwithstanding the preceding sentence to the contrary, the Committee may
permit the transfer of Nonqualified Stock Options to family members or
family trusts (and exercise by the transferee) to the extent Rule 16b-3
under the Securities Exchange Act of 1934 permits such transfers.
(e) MANNER OF EXERCISE. An Option granted under the Plan shall be
exercisable at such times and under such circumstances as shall be
permissible under the terms of the Plan and of the Option Agreement. An
Option shall be deemed to be exercised when the Optionee gives written
notice of such exercise to the Company in accordance with the terms of the
Option Agreement and the Company receives full payment for the Shares with
respect to which the Option is exercised. Payment shall be made by check
payable to the Company, delivery of stock issued by the Company or a
combination thereof, subject to the terms of the Option Agreement.
Stock transferred to the Company in full or partial payment for Shares
shall be valued at Fair Market Value on the date that such transfer is
recorded upon the books of the Company, following actual or constructive
delivery of such stock to the Company in a form suitable for transfer.
(f) TERMINATION OF EMPLOYMENT. In the event an Optionee ceases to be
employed by the Company or any Parent or Subsidiary, and is no longer
<PAGE>
employed by any of them, for any reason other than death or Disability,
such Optionee may, subject to the terms of the Option Agreement, exercise
an Option at any time prior to the expiration date of such Option (or, in
the case of an Incentive Stock Option, within three (3) months after the
date the Optionee's employment ceases, whichever is earlier), but only to
the extent the Optionee had the right to exercise such Option at the date
his or her employment ceased. An Optionee's employment shall be deemed
terminated on the date such Optionee's employer ceases to be a Parent or
Subsidiary.
(g) DISABLED OPTIONEE. In the event an Optionee who is disabled
ceases to be employed by the Company or any Parent or Subsidiary by reason
of such Disability, and is no longer employed by any of them, such Optionee
may, subject to the terms of the Option Agreement, exercise an Option at
any time prior to the expiration date of such Option (or, in the case of an
Incentive Stock Option, within one (1) year after the date such Optionee's
employment ceases, whichever is earlier), but only to the extent the
Optionee had the right to exercise such Option at the date his or her
employment ceased.
(h) DEATH OF OPTIONEE. In the event an Optionee dies while in the
employ of the Company or any Parent or Subsidiary, then to the extent that
the Optionee would have been entitled to exercise an Option immediately
prior to his or her death, such Option may be exercised by the estate of
such Optionee or by such person or persons to whom such Optionee's rights
pass by will or by the laws of descent and distribution at any time prior
to the expiration date of such Option or within one (1) year after the
death of the Optionee, whichever is earlier.
8. STOCK APPRECIATION RIGHTS.
(a) SAR AGREEMENT. Any Stock Appreciation Rights granted by the
Committee shall be evidenced by an Award Agreement ("SAR Agreement"),
specifying the grant price, the number of such rights, and such other
terms, conditions and restrictions as the Committee shall determine.
(b) TERM. The term of each Stock Appreciation Right shall be set
forth in the SAR Agreement, but in no event shall a Stock Appreciation
Right be exercisable after the expiration of ten (10) years from the date
such right is granted.
(c) AMOUNT OF PAYMENT. An Employee to whom a Stock Appreciation Right
has been granted shall be entitled to receive payment of an amount equal to
the excess of (i) the Fair Market Value of one (1) Share on the date of
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exercise of such right over (ii) the grant price of the right; provided
that the Fair Market Value of one (1) share with respect to a Stock
Appreciation Right that is not related to an Incentive Stock Option may be
determined at any time during a period before the date of exercise as
specified in the SAR Agreement.
(d) GRANT PRICE. The grant price of a Stock Appreciation Right shall
not be less than one hundred percent (100%) of the Fair Market Value of one
(1) Share on the date that the Stock Appreciation Right is granted.
(e) NONTRANSFERABILITY OF RIGHTS. Stock Appreciation Rights may not
be sold, pledged, assigned, hypothecated, transferred or disposed of in any
manner, other than by will or by the laws of descent and distribution, and
may be exercised during the lifetime of the Employee only by such Employee.
(f) MANNER OF EXERCISE. A Stock Appreciation Right granted under the
Plan shall be exercisable at such times and under such circumstances as
shall be permissible under the terms of the Plan and of the SAR Agreement.
A Stock Appreciation Right shall be deemed exercised when an Employee gives
written notice of such exercise to the Company in accordance with the terms
of the SAR Agreement.
(g) FORM OF PAYMENT. Payment with respect to the exercise of a Stock
Appreciation Right may be made in cash, Shares or a combination thereof, as
the Committee shall determine. To the extent that such payment is made in
Shares, the Shares shall be valued at Fair Market Value on the date of
payment.
(h) RELATED OPTIONS. A Stock Appreciation Right may, but need not,
relate to an Option granted under Section 7. A Stock Appreciation Right
related to a Nonqualified Stock Option may be granted simultaneously with
the granting of such Option or at any time thereafter before the exercise
or termination of such Option. A Stock Appreciation Right related to an
Incentive Stock Option shall be granted at the same time such Option is
granted.
A Stock Appreciation Right related to the full number of Shares
subject to an Option shall terminate upon exercise or termination of the
Option to the extent such Option is exercised or terminated. A Stock
Appreciation Right related to less than the full number of Shares subject
to an Option shall not be affected by the exercise or termination of the
Option until such exercise or termination exceeds the number of Shares not
related to the Stock Appreciation Right; thereafter such right shall
terminate to the extent such Option is further exercised or terminated.
<PAGE>
To the extent that a Stock Appreciation Right related to an Option has
been exercised, such Option shall no longer be exercisable.
9. DEFERRED SHARES. An Employee may elect, in such manner and subject
to such terms and conditions as the Committee may prescribe, to defer the
receipt of profit Shares purchased by transferring previously acquired
Shares upon the exercise of a Nonqualified Stock Option. For purposes of
the Plan, "profit Shares" shall mean Shares representing the difference
between the number of previously acquired Shares transferred and the number
of Shares purchased.
10. CANCELLATION OF AWARDS. Notwithstanding any provision of the Plan
to the contrary, the Committee may cancel any award, whether vested or not,
if at any time an Employee is not in compliance with the applicable terms
of the Award Agreement or in the event of a serious breach of conduct,
including but not limited to failure to comply with the terms of an
agreement not to compete with the Company or disclose confidential
information.
11. CHANGE IN CONTROL. Upon the occurrence of a Change in Control
Event, all then outstanding Options and Stock Appreciation Rights not
previously exercisable shall immediately become fully exercisable. For
purposes of this Section, each of the following events shall constitute a
Change in Control Event:
(a) Any person acquires beneficial ownership of securities of the
Company and is or thereby becomes a beneficial owner of securities
entitling such person to exercise twenty-seven percent (27%) or more of the
combined voting power of the Company's then outstanding stock.
For purposes of the Plan, "beneficial ownership" shall be determined
in accordance with Regulation 13D under the Securities Exchange Act of
1934, or any similar successor regulation or rule; and the term "person"
shall include any natural person, Company, partnership, trust or
association, or any group or combination thereof, whose ownership of
securities of the Company would be required to be reported under such
Regulation 13D, or any similar successor regulation or rule.
(b) Within any twenty-five (25) month period, individuals who were
Outside Directors at the beginning of such period, together with any other
Outside Directors first elected as directors of the Company pursuant to
nominations approved or ratified by at least two-thirds (2/3) of the
Outside Directors in office immediately prior to such respective elections,
cease to constitute a majority of the Board.
<PAGE>
For purposes of the Plan, an "Outside Director" as of a given date
shall mean a member of the Board who has been a director of the Company
throughout the six (6) months prior to such date and who has not been an
employee of the Company at any time during such six (6) month period.
(c) The Company ceases to be a reporting company pursuant to Section
13(a) of the Securities Exchange Act of 1934 or any similar successor
provision.
(d) The Company's shareholders approve:
(i) any consolidation or merger of the Company in which the
Company is not the continuing or surviving Company or pursuant to which
shares of Common Stock would be converted into cash, securities or other
property, other than a merger or consolidation of the Company in which the
holders of the Common Stock immediately prior to the merger or
consolidation have substantially the same proportionate ownership and
voting control of the surviving Company immediately after the merger or
consolidation; or
(ii) any sale, lease, exchange, liquidation or other transfer (in
one transaction or a series of transactions) of all or substantially all of
the assets of the Company.
Notwithstanding subparagraphs (i) and (ii) above, the term "Change in
Control Event" shall not include a consolidation, merger, or other
reorganization if upon consummation of such transaction all of the
outstanding voting stock of the Company is owned, directly or indirectly,
by a holding company, and the holders of Common Stock immediately prior to
the transaction have substantially the same proportionate ownership and
voting control of the holding company.
12. AMENDMENT AND TERMINATION.
(a) AMENDMENT. The Committee, without further approval of the
shareholders of the Company, may amend the Plan from time to time in such
respects as the Committee may deem advisable, provided that no amendment
shall become effective prior to ratification by the Board and approval by
shareholders if such amendment:
(i) increases the maximum aggregate number of shares which may
be issued pursuant to Incentive Stock Options; or
(ii) increases the maximum number of Shares that may be granted
to an Employee.
<PAGE>
(b) TERMINATION. The Board, without further approval of the
shareholders of the Company, may at any time terminate the Plan.
(c) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not adversely affect Awards already granted
without the written consent of the affected individual, and such Awards
shall remain in full force and effect as if the Plan had not been amended
or terminated.
13. EFFECTIVE DATE OF PLAN. The Plan shall be effective upon its
adoption by the Board or its approval by the shareholders of the Company,
whichever is later.
14. TERM OF PLAN. No Award shall be granted pursuant to the Plan
after ten (10) years from the earlier of the date the Plan is adopted or
the date the Plan is approved by shareholders. Awards granted prior to the
end of such period may extend beyond such period, except as otherwise
provided herein or in the Award Agreement.
15. ARBITRATION. Arbitration as hereinafter provided shall be the
exclusive remedy for resolving any claim or dispute arising under the Plan.
(a) Any arbitration under the Plan, and any related judicial
proceeding, shall be initiated and shall proceed pursuant to the provisions
of the Maine Uniform Arbitration Act (the "Act") and, to the extent
consistent with the Act, the then prevailing rules of the American
Arbitration Association (the "Association") for labor and employment
contracts. To initiate arbitration, demand shall be given in writing to
the Association and the other party no later than one year after the claim
arises. Any claim for which such demand is not made within one year after
the claim arises shall be barred and discharged absolutely.
(b) Any arbitration under the Plan shall be before a single
arbitrator, and an award in such arbitration may include only damages which
the arbitrator determines to be due under express provisions of the Plan
and applicable Award Agreement. The arbitrator shall have no authority to
award any other damages, including without limitation, consequential and
exemplary damages. Any award in arbitration shall be subject to
enforcement and appeal pursuant to the Act.
(c) The Company and the Employee shall share equally all costs and
fees charged by the Association or the arbitrator.
<PAGE>
16. MISCELLANEOUS.
(a) AWARD AGREEMENT. Upon executing an Award Agreement, an Employee
shall be bound by such Agreement and by the applicable provisions of the
Plan.
(b) EMPLOYMENT. The granting of an Award to an Employee shall not
give the Employee any right to be retained in the employ of the Company or
any Parent or Subsidiary, nor shall the existence of the Plan impair the
right of the Company or any Parent or Subsidiary to discharge or otherwise
deal with an Employee.
(c) TAX WITHHOLDING. The Company shall be authorized to withhold from
any Award granted, or payment due, under the Plan the amount of any taxes
required by law to be withheld because of such Award or payment and to take
such other action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes.
(d) GOVERNING LAW. The Plan is established under and shall be
construed according to the laws of the State of Maine.
(e) HEADINGS. Paragraph headings are included solely for convenience
and shall in no event affect, or be used in connection with, the
interpretation of the Plan.
Exhibit 5
VERRILL & DANA, LLP
Attorneys at Law
ONE PORTLAND SQUARE
P.O. BOX 586
PORTLAND, MAINE 04112-0586
(207) 774-4000
Facsimile (207) 774-7499
May 19, 1998
Hannaford Bros. Co.
145 Pleasant Hill Road
Scarborough, Maine 04074
Re: Registration Statement on Form S-8
Relating to the 1998 Stock Option 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 2,000,000 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 1998 Stock Option
Plan (the "Plan"). It is our understanding that the Registration
Statement is to be filed with the Securities and Exchange Commission on or
about May 19, 1998.
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, LLP
Verrill & Dana, LLP
Exhibit 15
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Hannaford Bros. Co. 1998 Stock Option Plan
Registration on Form S-8
We are aware that our report dated April 22, 1998, on our review of
interim financial information of Hannaford Bros. Co. and Subsidiaries as
of April 4, 1998 and for the three month period ended April 4, 1998 and
March 29, 1997, 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
May 19, 1998
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 21, 1998, 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
January 3, 1998.
s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Portland, Maine
May 19, 1998
