<PAGE> 1
As filed with the Securities and Exchange Commission
on February 14, 1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARSH SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-0918179
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
9800 CROSSPOINT BOULEVARD
INDIANAPOLIS, INDIANA 46256-3350
(Address of principal executive offices) (Zip code)
1991 EMPLOYEE STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
P. LAWRENCE BUTT, ESQ.
VICE PRESIDENT, COUNSEL AND SECRETARY
9800 CROSSPOINT BOULEVARD
INDIANAPOLIS, INDIANA 46256-3350
(Name and address of agent for service)
(317) 594-2100
(Telephone number, including area code, of agent for service)
Copy To:
JAMES H. CHEEK, III
BASS, BERRY & SIMS
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
maximum Proposed
Title of offering maximum Amount of
securities to Amount to be price per aggregate registration
be registered registered share (*) offering price (*) fee (*)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A or Class B 750,000 shares $13.125 $9,843,750 $3,395
Common Stock,
without par value
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(*) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended, and are
based upon the average of the high and low prices per share of the
Registrant's Class A Common Stock as reported on the Nasdaq Stock
Market's National Market on February 12, 1996.
Page 1 of 7 sequentially numbered pages.
Exhibit Index appears on sequential page 5.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of Class A Common
Stock and/or Class B Common Stock, without par value, of Marsh Supermarkets,
Inc., an Indiana corporation (the "Registrant"), for the Registrant's 1991
Employee Stock Incentive Plan, as amended.
INCORPORATION BY REFERENCE
OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration File No.
33-56630) previously filed by the Registrant with the Securities and Exchange
Commission on December 31, 1992 is hereby incorporated by reference herein.
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<S> <C>
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
5 Opinion of Bass, Berry & Sims
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bass, Berry & Sims (included in Exhibit 5)
24 Power of Attorney (included on pages II-2 and II-3)
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II-1
<PAGE> 3
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 Indianapolis, State of Indiana, on this 13th
day of February, 1996.
MARSH SUPERMARKETS, INC.
By: /s/ Don E. Marsh
-------------------------------------
Don E. Marsh
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Don E. Marsh and Douglas W. Dougherty
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, 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 he might or could do in person hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Don E. Marsh Chairman of the Board, President February 13, 1996
----------------------------------- and Chief Executive Officer
Don E. Marsh
/s/ Douglas W. Dougherty Vice President, Chief Financial February 13, 1996
----------------------------------- Officer and Treasurer
Douglas W. Dougherty (Principal Financial Officer)
/s/ Michael D. Castleberry Assistant Treasurer and Director February 13, 1996
----------------------------------- of Corporate Accounting
Michael D. Castleberry (Principal Accounting Officer)
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II-2
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ C. Alan Marsh Vice Chairman of the Board and Senior February 13, 1996
----------------------------------- Vice President--Corporate Development
C. Alan Marsh
/s/ William L. Marsh Vice President -- General Manager, Property February 13, 1996
----------------------------------- Management and Director
William L. Marsh
/s/ Garnet R. Marsh Director February 13, 1996
-----------------------------------
Garnet R. Marsh
/s/ Jack E. Buckles Director February 13, 1996
-----------------------------------
Jack E. Buckles
/s/ Charles R. Clark Director February 13, 1996
-----------------------------------
Charles R. Clark
/s/ Stephen M. Huse Director February 13, 1996
-----------------------------------
Stephen M. Huse
/s/ James K. Risk, III Director February 13, 1996
-----------------------------------
James K. Risk, III
/s/ K. Clay Smith Director February 13, 1996
-----------------------------------
K. Clay Smith
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL
-------------- ----------- NUMBERED PAGE
--------------
<S> <C> <C>
5 Opinion of Bass, Berry & Sims 6
23.1 Consent of Ernst & Young 7
23.2 Consent of Bass, Berry & Sims (included in Exhibit) -
24 Power of Attorney (included on pages II-2 and II-3) -
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EXHIBIT 5
B A S S, B E R R Y & S I M S
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
February 14, 1996
Marsh Supermarkets, Inc.
9800 Crosspoint Boulevard
Indianapolis, Indiana 46256-3350
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Marsh Supermarkets, Inc., an Indiana
corporation (the "Company"), in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") relating to the Company's 1991 Employee
Stock Incentive Plan, as amended (the "Plan"), filed by the Company with the
Securities and Exchange Commission covering 750,000 shares of Class A Common
Stock or Class B Common Stock, without par value (the "Common Stock"), of the
Company issuable pursuant to the Plan.
In so acting, we have examined and relied upon such records,
documents, and other instruments as in our judgment are necessary or
appropriate in order to express the opinion hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Class A Common
Stock or Class B Common Stock, when issued pursuant to and in accordance with
the Plan, will be duly and validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Bass, Berry & Sims
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1991 Employee Stock Incentive Plan, As Amended, of
Marsh Supermarkets, Inc. of our report dated May 19, 1995, with respect to the
consolidated financial statements of Marsh Supermarkets, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended April 1, 1995,
filed with the Securities and Exchange Commission.
February 7, 1996
