As filed with the Securities and Exchange Commission on October 24, 1996.
Registration No. 333-
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. Directors' Stock Option Plan
(Full title of the Plan)
__________
David W. Morrow
Chairman of the Board
and Chief Executive Officer
Delchamps, Inc.
305 Delchamps Drive
Mobile, Alabama 36602
(334) 433-0437
(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, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed
Amount Proposed Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered<F1> Per Share Offering Price Fee
______________________________________________________________________________
Common Stock 30,000 shares $23.00<F2> $690,000<F2> $237.93
($.01 par value per 10,000 shares 20.75<F3> 207,500<F3> 71.55
share) ___________ __________ ___________
40,000 shares $897,500 $309.48
<F1> 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.
<F2> Computed in accordance with Rule 457, based upon price at which
currently outstanding options granted under the Plan are exercisable.
<F3> 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 October 21, 1996.
<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 1, 1996 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "1934 Act");
(b) 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 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.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP.
23.1 Consent of KPMG Peat Marwick.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP
included in Exhibit 5.
__________
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 registration statement 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.
(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.
(b) The undersigned registrant hereby undertakes that, for pur-
poses 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.
<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
October 22, 1996.
DELCHAMPS, INC.
/s/David W. Morrow
______________________
David W. Morrow
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David W. Morrow and Timothy E.
Kullman, 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/David W. Morrow Chairman of the Board October 22, 1996
David W. Morrow and Chief Executive Officer
(Principal Executive Officer)
/s/Timothy E. Kullman Senior Vice President, October 22, 1996
_________________________ Chief Financial Officer,
Timothy E. Kullman Treasurer and Secretary
(Principal Financial Officer
and Principal Accounting Officer)
/s/J. Thomas Arendall, Jr. Director October 22, 1996
__________________________
J. Thomas Arendall, Jr.
/s/Carl F. Bailey Director October 22, 1996
__________________________
Carl F. Bailey
/s/E. E. Bishop Director October 22, 1996
_________________________
E. E. Bishop
/s/John A. Caddell Director October 22, 1996
__________________________
John A. Caddell
/s/James M. Cain Director October 22, 1996
__________________________
James M. Cain
__________________________ Director _________ ___, 1996
William W. Crawford
/s/Richard W. LaTrace Director and President October 22, 1996
__________________________
Richard W. LaTrace
EXHIBIT 5
October 24, 1996
Delchamps, Inc.
305 Delchamps Drive
Mobile, Alabama 36602
Gentlemen:
We have acted as counsel for Delchamps, Inc., an
Alabama corporation (the "Company"), in connection with the
Company's registration statement on Form S-8 (the
"Registration Statement") with respect to the offering by
the Company of up to 40,000 shares of the common stock of
the Company, $.01 par value per share (the "Common Stock")
to its non-employee directors pursuant to the terms of the
Delchamps, Inc. Director's Stock Option Plan.
Based upon the foregoing, and upon our examination of
such matters as we deem necessary in order to furnish this
opinion, we are of the opinion that the shares of Common
Stock referred to herein, when issued according to the terms
of the Delchamps, Inc. Director's Stock Option Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
________________________________
Margaret F. Murphy
[KPMG Peat Marwick LLP Letterhead]
The Board of Directors
Delchamps, Inc.:
We consent to the use of our report incorporated herein by
reference.
KPMG Peat Marwick LLP
Atlanta, Georgia
October 24, 1996
