As filed with the Securities and Exchange Commission on May 16, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
DELCHAMPS, INC.
(Exact name of Registrant as specified in its charter)
Alabama 63-0245434
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
305 Delchamps Drive
Mobile, Alabama 36602
(Address, including zip code, of
Registrant's principal executive offices)
Delchamps, Inc. Retirement Savings Plan
(Full title of the Plan)
__________
James H. McDonald, Jr.
Vice President and General Counsel
Delchamps, Inc.
305 Delchamps Drive
Mobile, Alabama 36602
(205) 433-0431
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Amount Proposed Maximum Prosposed Maximum Amount of on
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered<FN1> Per Share<FN2> Offering Price <FN2> Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 25,000 shares $ 21.125 $528,125<FN3> $ 182.11
($.01 par value per share)
5<FN3> $ 182.11
($.01 par value per share)
Participation interests $ 0
in the Plan
=======================================================================================================
<FN1> Upon a stock split, stock dividend or similar transaction in the
future and during the effectiveness of this Registration Statement
involving Common Stock of the Company, the number of shares registered
shall be automatically increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act of 1933.
<FN2> Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
based on the average of the high and low price per share of the Common
Stock on the Nasdaq Stock Market on May 10, 1994.
=======================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Delchamps,
Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended July 3, 1993 filed pursuant to Section 13 of the
Securities Exchange Act of 1934 (the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended October 2, 1993, January 1, 1994 and April 2, 1994
filed pursuant to Section 13 of the 1934 Act; and
(c) The description of the Common Stock included in Item 1
of the Company's Registration Statement on Form 8-A dated October
24, 1984 and the description of the fair price provision of the
Company's Articles of Incorporation appearing under the caption
"Proposed Amendments Concerning Certain Business Combinations and
Related Matters" beginning on page 13 and ending on page 18 of
the Company's Proxy Statement dated September 5, 1984, filed as
Exhibit 3 to the Registration Statement on Form 8-A.
All reports filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act subsequent to the date of this Registration Statement
and 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 shall, except to
the extent otherwise provided by Regulation S-K or any other rule
promulgated by the Commission, be deemed to be incorporated by
reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Alabama Business Corporation Act gives Alabama
corporations broad powers to indemnify their present and former
directors and officers against expenses incurred in the defense
of any lawsuit to which they are made parties by reason of being
or having been such directors or officers. Subject to specific
conditions and exclusions, Alabama law gives a director or
officer who successfully defends an action the right to be so
indemnified and authorizes Alabama corporations to buy directors'
and officers' liability insurance. Such indemnification is not
exclusive of any other rights to which those indemnified may be
entitled under any statute, provision of the articles of
incorporation, by-law, agreement, vote of shareholders or
disinterested directors or otherwise.
The Company's by-laws require, in the case of officers and
directors, and permit, in the case of employees and agents, the
indemnification expressly authorized under Alabama law. The
standard applicable in all cases (excepting indemnification in
connection with the successful defense of any proceeding which is
mandatory under Alabama law without reference to any such
standard) is that the individual shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interest of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful, except that no indemnification is
permitted with respect to litigation brought by or in the right
of the Company in respect of any claim, issue or matter as to
which the director or officer is adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Company unless and only to the extent that the court in which the
action is brought determines that such person is entitled to
indemnity for such expenses which the court deems to be proper.
The Company has in effect a directors' and officers'
liability policy that provides for indemnification of its
officers and directors against losses arising from claims
asserted against them in their capacities as officers and
directors, subject to limitations and conditions set forth in the
policy.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Articles of Amendment to the Articles of Incorporation
and Restated Articles of Incorporation of the Company
each dated October 5, 1984 (incorporated by reference
to Exhibit 3(a) to the Company's Report on Form 10-K
for the fiscal year ended June 29, 1985).
4.2 By-laws of the Company, as amended on July 28, 1989
(incorporated by reference to Exhibit 3(b) of the
Company's Report on Form 10-K for the fiscal year ended
July 1, 1989).
5 In lieu of filing an opinion of counsel as to
compliance with ERISA or an Internal Revenue Service
determination letter that the Plan is qualified under
Section 401 of the Internal Revenue Code, the
undertaking permitted by Item 8.(b) of Form S-8 is
included in Item 9.(d) of this Registration Statement.
23 Consent of KPMG Peat Marwick.
__________
Item 9. Undertakings.
(a) 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 regis-
tration statement to include any material information with re-
spect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amend-
ment 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.
(b) 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.
(c) 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
proceedings) 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.
(d) The registrant will submit the Delchamps, Inc.
Retirement Savings Plan (the "Plan") and any amendments thereto
to the Internal Revenue Service (the "IRS") for qualification
under Section 401 of the Internal Revenue Code in a timely manner
and will make all changes required by the IRS in order to qualify
the Plan.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Mobile, State of
Alabama, on May 12, 1994.
DELCHAMPS, INC.
/s/ Randy Delchamps
_____________________________________
Randy Delchamps
Chairman of the Board
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Randy Delchamps
and James H. McDonald, Jr., or either one of them, his true and
lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and 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 and 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 hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/J. Thomas Arendall, Jr.
__________________________ Director May 9, 1994
J. Thomas Arendall, Jr.
/s/Carl F. Bailey
__________________________ Director May 12, 1994
Carl F. Bailey
__________________________ Director ____ ___, 1994
__________________________ Director ____ ___, 1994
/s/James M. Cain
__________________________ Director May 9, 1994
James M. Cain
__________________________ Director _____ ___, 1994
/s/Randy Delchamps
__________________________ Chairman of the May 12, 1994
Randy Delchamps Board, President
and Chief Executive Officer
(Principal Executive Officer)
/s/T. W. Mitchell
__________________________ Director May 12, 1994
T. W. Mitchell
/s/Roy W. Henderson
__________________________ Vice President, May 12, 1994
Roy W. Henderson Finance, and
Treasurer (Principal Financial
and Accounting Officer)
The Plan. Pursuant to the requirements of the Securities
Act of 1933,the Plan Administrator has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mobile,
State of Alabama, on May 12, 1994.
DELCHAMPS, INC. RETIREMENT SAVINGS PLAN
/s/ Heidi E. Finchem
_______________________________________
By: Heidi E. Finchem
Title: Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Articles of Amendment to the Articles of
Incorporation and Restated Articles of
Incorporation of the Company each dated October
5, 1984 (incorporated by reference to Exhibit
3(a) to the Company's Report on Form 10-K for
the fiscal year ended June 29, 1985).
4.2 By-laws of the Company, as amended on July 28,
1989 (incorporated by reference to Exhibit 3(b)
of the Company's Report on Form 10-K for the
fiscal year ended July 1, 1989).
5 In lieu of filing an opinion of counsel as to
compliance with ERISA or an Internal Revenue
Service determination letter that the Plan is
qualified under Section 401 of the Internal
Revenue Code, the undertaking permitted by Item
8.(b) of Form S-8 is included in Item 9.(d) of
this Registration Statement.
23 Consent of KPMG Peat Marwick.
The Board of Directors
Delchamps, Inc
We consent to the incorporation by reference in the
registration statement regarding Delchamps, Inc. 1994
Retirement Savings Plan on Form S-8 of Delchamps, Inc. of our
reports dated July 30, 1993, relating to the consolidated
balance sheets of Delchamps, Inc. and subsidiary as of July
3, 1993, and June 27, 1992, the related consolidated
statements of earnings, stockholder's equity, and cash flows,
and the supplementary financial statement schedules for each
of the years in the three-year period ended July 3, 1993,
which reports appear in the July 3, 1993, annual report on
Form 10-K of Delchamps, Inc.
/s/ KPMG Peat Marwick
Atlanta, Georgia
May 12, 1994
