<PAGE>
As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 33-54487
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
7600 FRANCE AVENUE SOUTH
P.O. BOX 355 55440-0355
MINNEAPOLIS, MINNESOTA (Zip Code)
(Address of Principal Executive Offices)
-----------------------
NASH-FINCH COMPANY 1994 STOCK INCENTIVE PLAN
(Full title of the plan)
-----------------------
NORMAN R. SOLAND
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
NASH-FINCH COMPANY
7600 FRANCE AVENUE SOUTH
P.O. BOX 355
MINNEAPOLIS, MN 55440-0355
(952) 844-1153
(Name, address and telephone number,
including area code, of agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
===================================================================================================================
<S> <C> <C> <C> <C>
N/A N/A N/A N/A N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>
This Post-Effective Amendment No. 1 to the Registration Statement shall become
effective immediately upon filing with the Securities and Exchange Commission in
accordance with Section 8(a) of the Securities Act of 1933, as amended, and Rule
462 thereunder.
<PAGE>
REALLOCATION
On July 8, 1994, Nash-Finch Company (the "Registrant") registered, on a
Registration Statement on Form S-8 (File Number 33-54487), 645,296 shares of
Common Stock for issuance under the Nash-Finch Company 1994 Stock Incentive Plan
(the "1994 Plan"). On November 15, 2000, 53,279 of such shares of Common Stock
were incorporated into the Nash-Finch Company 2000 Stock Incentive Plan (the
"2000 Plan"). Therefore, the Registrant is hereby reallocating to the 2000 Plan
53,279 shares previously registered under the 1994 Plan, with such reallocation
to be effectively immediately upon the filing of this Post-Effective Amendment
No. 1. The Registrant will re-register such shares under the 2000 Plan on a new
Form S-8 Registration Statement. Effective May 9, 2000, the 1994 Plan was
terminated by action of the Company's stockholders, and therefore no further
option grants, stock awards or other incentive awards were or will be made under
the 1994 Plan. However, grants, stock awards and other incentive awards that
were outstanding under the 1994 Plan as of May 9, 2000 will remain outstanding
until they expire or are terminated in accordance with their respective terms.
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 of filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on November 28, 2000.
NASH FINCH COMPANY
By: /s/ Ron Marshall
-------------------------------------
Ron Marshall
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed on
November 28, 2000 by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Ron Marshall President and Chief Executive Officer (Principal
------------------------------- Executive Officer) and Director
Ron Marshall
/s/ Robert B. Dimond Senior Vice President and Chief Financial Officer
------------------------------- (Principal Financial Officer)
Robert B. Dimond
/s/ LeAnne M. Stewart Vice President, Treasurer and Corporate Controller
------------------------------- (Principal Accounting Officer)
LeAnne M. Stewart
/s/ Carole F. Bitter Director
-------------------------------
Carole F. Bitter
/s/ James L. Donald Director
-------------------------------
James L. Donald
1
<PAGE>
/s/ Richard A. Fisher Director
-------------------------------
Richard A. Fisher
/s/ Jerry L. Ford Director
-------------------------------
Jerry L. Ford
/s/ Allister P. Graham Director
-------------------------------
Allister P. Graham
/s/ John H. Grunewald Director
-------------------------------
John H. Grunewald
/s/ Richard G. Lareau Director
-------------------------------
Richard G. Lareau
/s/ Robert F. Nash Director
-------------------------------
Robert F. Nash
/s/ Jerome O. Rodysill Director
-------------------------------
Jerome O. Rodysill
/s/ John E. Stokely Director
-------------------------------
John E. Stokely
/s/ William R. Voss Director
-------------------------------
William R. Voss
</TABLE>
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