<PAGE>
As filed with the Securities and Exchange Commission on December 8, 2000
Registration No. 33-_____
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 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 1995 DIRECTOR STOCK OPTION 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)
-----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
-----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED (1) REGISTERED (2) OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.66-2/3 per share 160,000 SHARES $2,048,565 $540.83
-------------- ----------
9,000 shares (3) $7.41 (3) $66,690 (3)
151,000 shares (4) $13.125 (4) $1,981,875 (4)
=========================================================================================================================
</TABLE>
(1) This Registration Statement also includes common stock purchase rights,
which are attached to all shares of Common Stock issued, pursuant to the
terms of the Registrant's Stockholder Rights Agreement dated February 13,
1996.
<PAGE>
(2) In addition, pursuant to Rule 416(c) 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 above-referenced plan.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act with respect to the 9,000 options to purchase shares
previously granted under the plan, based on the weighted average exercise
price of such options.
(4) Estimated solely for the purpose of calculating the amount of the
registration fee and calculated pursuant to Rule 457(h) under the
Securities Act with respect to options to be granted under the plan, based
on the average between the high and low sales prices of the Registrant's
Common Stock on December 5, 2000 as quoted on the Nasdaq National Market
System.
<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 160,000 shares of common
stock, par value $1.66-2/3 per share, of Nash Finch Company reserved for
issuance under the Nash Finch Company 1995 Director Stock Option Plan (the
"Plan").
On February 22, 2000, the Board of Directors of Nash Finch Company
approved an increase in the number of shares reserved for issuance under the
Plan by 160,000 shares, to a total of 200,000 shares. This increase, along
with certain other amendments made to the Plan by the Board of Directors,
were approved by the stockholders of Nash Finch Company on May 9, 2000.
Pursuant to Instruction E, the contents of Nash Finch Company's
Registration Statement on Form S-8, File No. 33-64313, including without
limitation periodic reports that Nash Finch Company filed, or will file,
after the filing of such Form S-8 to maintain current information about Nash
Finch Company are hereby incorporated by reference into this Registration
Statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
5.1 Opinion and Consent of Norman R. Soland (filed herewith electronically).
23.1 Consent of Ernst & Young LLP (filed herewith electronically).
23.2 Consent of Norman R. Soland (included in Exhibit 5.1).
24.1 Power of Attorney (included on page 2 of this Registration Statement).
</TABLE>
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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
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)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ron
Marshall and Norman R. Soland, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and
resubstitution, for 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 attorney-in-fact and
agent 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 agent 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 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
/s/ Richard A. Fisher Director
-------------------------------
Richard A. Fisher
/s/ Jerry L. Ford Director
-------------------------------
Jerry L. Ford
</TABLE>
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<TABLE>
<S> <C>
/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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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. ITEM METHOD OF FILING
--- ---- ----------------
<S> <C> <C>
5.1 Opinion of Norman R. Soland.............................. Filed herewith electronically.
23.1 Consent of Ernst & Young LLP............................. Filed herewith electronically.
23.2 Consent of Norman R. Soland.............................. Included in Exhibit 5.1.
24.1 Power of Attorney........................................ Included on page 2 of this Registration Statement.
</TABLE>
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