<PAGE>
As filed with the Securities and Exchange Commission on May 21, 1997
Registration No. 333-_______
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
NASH-FINCH COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 41-0431960
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_____________________
7600 France Avenue South
P.O. Box 355
Minneapolis, Minnesota 55440-0355
(612) 832-0534
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
_____________________
NASH-FINCH COMPANY
1997 NON-EMPLOYEE DIRECTOR
STOCK COMPENSATION PLAN
(Full title of the plan)
______________________
NORMAN R. SOLAND
VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
NASH-FINCH COMPANY
7600 FRANCE AVENUE SOUTH
P.O. BOX 355
MINNEAPOLIS, MINNESOTA 55440-0355
(612) 832-0534
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
_________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------
Common Stock, par value
$1.66-2/3 per share. . . . . . 100,000 shares $18.75 $1,875,000.00 $569.00
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number
of additional shares as may be issuable as a result of anti-dilution
provisions described in the Nash-Finch Company 1997 Non-Employee
Director Stock Compensation Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended, on the basis of the average between the high and low
reported sale prices of the Registrant's Common Stock on May 14, 1997
on the national over-the-counter market, as reported by the Nasdaq
National Market.
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Nash-Finch Company (the "Company" or
the "Registrant") (File No. 0-785) with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement: (1) Annual Report on Form 10-K for the year ended
December 28, 1996; (2) Quarterly Report on Form 10-Q for the quarter ended
March 22, 1997; (3) all other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 28, 1996; (4) the description of the
Company's Common Stock contained in its Registration Statement on Form 10,
including any amendments or reports filed for the purpose of updating such
description; and (5) the description of the common stock purchase rights
contained in the Company's Registration Statement on Form 8-A, including any
amendments or reports filed for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of
Common Stock 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.
The consolidated financial statements and financial statement
schedule of the Company as of December 28, 1996 and December 30, 1995
incorporated by reference or appearing in the Company's Annual Report
(Form 10-K) for the year ended December 28, 1996, have been audited by
Ernst & Young LLP, independent auditors, and for the year ended December 31,
1994, by KPMG Peat Marwick LLP, independent auditors, as set forth in their
respective reports thereon incorporated by reference therein and incorporated
herein by reference. Such financial statements and schedule are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the respective reports of Ernst & Young
LLP and KPMG Peat Marwick LLP pertaining to such financial statements (to the
extent covered by consents filed with the Securities and Exchange Commission)
given upon the authority of such firms as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable - The Company's Common Stock and common stock
purchase rights to be offered pursuant to this Registration Statement have
been registered under Section 12 of the Exchange Act as described in Item 3
of this Part II.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware Corporation Law provides generally that
a person sued as a director, officer, employee or agent of a corporation may
be indemnified by the corporation in nonderivative suits for expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
if such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was unlawful. Indemnification of expenses
(including attorney's fees) is authorized in stockholder derivative suits
where such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the corporation and so
long as he or she had not been found liable to the corporation. Even in this
latter instance, the court may determine that in view of all the circumstances
such person is entitled to indemnification for such expenses as the court deemed
proper. Section 145 contains detailed terms regarding such right of
indemnification and reference is made thereto for a complete statement of
such indemnification rights.
Article XV of the Company's Restated Certificate of Incorporation,
as amended, provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty by such director as a director; provided, however, that
personal liability shall not be eliminated or limited to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of Delaware, dealing
with the unlawful payment of dividends or unlawful stock purchases or
redemptions, or (iv) for any transaction in which the director received an
improper personal benefit. In addition, the personal liability of directors
is further limited to the fullest extent permitted to the General Corporation
Law of Delaware, as amended from time to time.
Article V of the Company's Restated Bylaws, as amended (the
"Bylaws"), provides that directors, officers and employees, past or present,
of the Company, and persons serving as such of another corporation or entity
at the request of the Company, shall be indemnified by the Company against
reasonable expenses incurred in connection with or resulting from any claim,
action, suit or proceeding, civil or criminal, in which such person may be
involved by reason of any action taken or not taken in such person's capacity
as a director, officer or employee of the Company, provided that such person
acted in good faith in what was reasonably believed to be in the best
interests of the Company, and, with respect to criminal proceedings,
reasonably believed that such conduct was lawful. Article V of the Bylaws
further provides that directors, officers and employees will be indemnified
to the fullest extent permitted by Delaware law.
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company. The Company has
also entered into indemnification agreements with each of its directors
providing such directors with indemnification to the fullest extent permitted
by the General Corporation Law of Delaware.
The foregoing represents a summary of the general effect of the
DGCL, the Company's By-Laws and Restated Certificate of Incorporation, the
Company's directors and officers liability insurance coverage and the
indemnification agreements for purposes of general description only.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable - no securities are to be re-offered or resold pursuant
to this Registration Statement.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 28, 1985 (File No. 0-785)).
4.2 Amendment to Restated Certificate of Incorporation of the Company,
effective May 29, 1986 (incorporated by reference to Exhibit 19.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended October 4,
1986 (File No. 0-785)).
4.3 Amendment to Restated Certificate of Incorporation of the Company,
effective May 15, 1987 (incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-3 (File No. 33-14871)).
4.4 Amended Bylaws of the Company (incorporated by reference to Exhibit 3.4
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995 (File No. 0-785)).
4.5 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year
ended December 30, 1989 (File No. 0-785)).
4.6 Stockholder Rights Agreement, dated February 13, 1996, between the
Company and Norwest Bank Minnesota, National Association (incorporated
by reference to Exhibit 4 to the Company's Annual Report on Form 8-K,
dated February 13, 1996 (File No. 0-785)).
5.1 Opinion and Consent of Oppenheimer Wolff & Donnelly (filed herewith
electronically).
23.1 Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP (filed herewith electronically).
23.3 Consent of KPMG Peat Marwick LLP (filed herewith electronically).
24.1 Power of Attorney (included on page 6 of this Registration Statement).
ITEM 9. UNDERTAKINGS.
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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities
Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the
4
<PAGE>
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(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 (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) 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.
(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.
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant, 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 Securities Act of 1933 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.
5
<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 City of Minneapolis, State of Minnesota, on
May 21, 1997.
NASH-FINCH COMPANY
By: /s/ Alfred N. Flaten
-------------------------------------
Alfred N. Flaten
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alfred N. Flaten and Norman R. Soland and
each or any one of them, his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective 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, each acting alone,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on May 21, 1997 by the following persons
in the capacities indicated.
/s/ Alfred N. Flaten /s/ John R. Scherer
___________________________________ _________________________________________
Alfred N. Flaten John R. Scherer, Vice President and Chief
President, Chief Executive Officer Financial Officer
(Principal Executive Officer) and (Principal Financial Officer)
Director
/s/ Lawrence A. Wojtasiak /s/ Richard A. Fisher
___________________________________ _________________________________________
Lawrence A. Wojtasiak, Controller Richard A. Fisher, Director
(Principal Accounting Officer)
___________________________________ _________________________________________
Carole F. Bitter, Director John H. Grunewald, Director
/s/ Allister P. Graham /s/ Jerry L. Ford
___________________________________ _________________________________________
Allister P. Graham, Director Jerry L. Ford, Director
/s/ Richard G. Lareau /s/ Donald R. Miller
___________________________________ _________________________________________
Richard G. Lareau, Director Donald R. Miller, Director
6
<PAGE>
/s/ Don E. Marsh /s/ Jerome O. Rodysill
___________________________ ________________________________
Don E. Marsh, Director Jerome O. Rodysill, Director
/s/ Robert F. Nash
___________________________
Robert F. Nash, Director
7
<PAGE>
INDEX TO EXHIBITS
ITEM DESCRIPTION METHOD OF FILING
- ---- ----------- ----------------
NO.
- ----
4.1 Restated Certificate of Incorporation of Incorporated by reference to
the Company ............................ Exhibit 3.1 to the Company's
Annual Report on Form 10-K for
the fiscal year ended December
28, 1985 (File No. 0-785).
4.2 Amendment to Restated Certificate of Incorporated by reference to
Incorporation of the Company, Exhibit 19.1 to the Company's
effective May 29, 1986.................. Quarterly Report on Form 10-Q
for the quarter ended
October 4, 1986 (File No.
0-785).
4.3 Amendment to Restated Certificate of Incorporated by reference to
Incorporation of the Company, Exhibit 4.5 to the Company's
effective May 15, 1987.................. Registration Statement on
Form S-3(File No. 33-14871).
4.4 Amended Bylaws of the Company........... Incorporated by reference to
Exhibit 3.4 to the Company's
Annual Report on Form 10-K for
the fiscal year ended
December 30, 1995 (File No.
0-785).
4.5 Form of Common Stock Certificate........ Incorporated by reference to
Exhibit 4.1 to the Company's
Annual Report on Form 10-K for
the year ended December 30,
1989 (File No. 0-785).
4.6 Stockholder Rights Agreement, Incorporated by reference to
dated February 13, 1996, between the Exhibit 4 to the Company's
Company and Norwest Bank Annual Report on Form 8-K,
Minnesota, National Association dated February 13, 1996
(File No. 0-785).
5.1 Opinion and Consent of Oppenheimer Filed herewith electronically.
Wolff & Donnelly........................
23.1 Consent of Oppenheimer Wolff.......... Included in Exhibit 5.1.
& Donnelly
23.2 Consent of Ernst & Young LLP.......... Filed herewith electronically.
23.3 Consent of KPMG Peat Marwick LLP...... Filed herewith electronically.
24.1 Powers of Attorney.................... Included on page 6 of this
Registration Statement.
8
<PAGE>
EXHIBIT 5.1
OPPENHEIMER WOLFF & DONNELLY
Plaza VII
45 South Seventh Street
Suite 3400
Minneapolis, MN 55402-1609
(612) 344-9300
FAX (612) 344-9376
May 21, 1997
Nash-Finch Company
7600 France Avenue South
P.O. Box 355
Minneapolis, Minnesota 55440
Re: Nash-Finch Company/
Registration Statement on Form S-8
Ladies/Gentlemen:
We have acted as counsel to Nash-Finch Company, a Delaware corporation (the
"Company"), in connection with the registration by the Company of 100,000
shares of the Company's Common Stock, $1.66-2/3 par value (the "Shares"),
issuable under the Company's 1997 Non-Employee Director Stock Compensation
Plan (the "Plan"), pursuant to the Company's Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on May 21, 1997 (the
"Registration Statement).
In acting as counsel for the Company and arriving at the opinions expressed
below, we have examined and relied upon original or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
agreements and other instruments, certificates of officers and
representatives of the Company, certificates of public official and other
documents as we have deemed necessary or appropriate as a basis for the
opinions expressed herein. In connection with our examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
tendered to us as originals, the legal capacity of all natural persons and
the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, and subject to the qualifications and limitations
stated herein, it is our opinion that:
1. The Company has the corporate authority to issue the Shares in the manner
and under the terms set forth in the Registration Statement.
<PAGE>
[OPPENHEIMER WOLFF & DONNELLY LETTERHEAD]
Nash-Finch Company
May 21, 1997
Page 2
2. The Shares have been duly authorized and, when issued, delivered and
paid for in accordance with the Plan referred to in the Registration
Statement, will be validly issued, fully paid and nonassessable.
We express no opinion with respect to laws other than those of the State of
Delaware and the federal laws of the United States of America, and we assume
no responsibility as to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.
We are furnishing this opinion to the Company solely for its benefit in
connection with the Registration Statement as described above. It is not to
be used, circulated, quoted or otherwise referred to for any other purpose.
Other than the Company, no one is entitled to rely on this opinion.
Very truly yours,
/s/ OPPENHEIMER WOLFF & DONNELLY
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Incorporation of
Documents by Reference" in the Registration Statement on Form S-8 pertaining
to the 1997 Non-Employee Director Stock Compensation Plan of Nash Finch
Company and to the incorporation by reference therein of our reports dated
February 19, 1997, with respect to the consolidated financial statements of
Nash Finch Company incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 28, 1996 and the related financial statement
schedule included therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
May 16, 1997
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Nash Finch Company:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Nash Finch Company, pertaining to its 1997 Non-Employee Director
Stock Compensation Plan, of our reports dated March 3, 1995, relating to the
consolidated earnings, stockholders' equity, and cash flows of Nash Finch
Company and subsidiaries and the related consolidated financial statement
schedule for the year ended December 31, 1994, which reports are included in
or incorporated by reference in the December 28, 1996 annual report on Form
10-K of Nash Finch Company, and to the reference to our Firm under the heading
"Incorporation of Documents by Reference" in the Registration Statement.
/s/ KPMG Peat Marwick
Minneapolis, Minnesota
May 16, 1997
