As filed with the Securities and Exchange Commission on September 2, 1998
Registration Statement No.333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PUBLIX SUPER MARKETS, INC.
(Exact name of Registrant as specified in its charter)
Florida 59-0324412
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1936 George Jenkins Boulevard
Lakeland, Florida 33815
(941) 688-1188
(Address, including zip code,
of Registrant's principal executive offices)
PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
S. Keith Billups, Secretary
Publix Super Markets, Inc.
1936 George Jenkins Boulevard
Lakeland, Florida 33815
(941) 688-1188
(Name, address, including zip code, and telephone number
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to Proposed Proposed Amount
Securities be Maximum Maximum of
to be Registered Offering Price Aggregate Registration
Registered Per Share(1) Offering Price Fee
---------- ---------- ------------ -------------- ---
<S> <C> <C> <C> <C>
Common Stock 10,000,000 shs. $38.25 $382,500,000 $112,838.00
</TABLE>
(1) Estimated pursuant to Rule 457(c), solely for the purpose of
calculating the registration fee, based upon the most
recently available appraisal of the fair market value of the
common stock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
By this reference, the following documents filed or to be
filed by Publix Super Markets, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are
incorporated into and made a part of this Registration Statement:
1. The Company's Annual Report on Form 10-K (Commission file
No. 000-00981) for the Year Ended December 27, 1997.
2. The Company's Quarterly Reports on Form 10-Q (Commission
file No. 000-00981) for the Quarters Ended March 28, 1998
and June 27, 1998.
3. Page 2 of the Company's Amendment on Form 8 dated
September 15, 1992 (amending Item 14 of the Company's
Registration Statement on Form 10 dated April 28, 1965
describing the Company's Common Stock).
4. All documents filed by the Company with the Commission
subsequent to the date of this Registration Statement
pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, 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 be deemed to be
incorporated into and made a part of this Registration
Statement from the date of filing of such documents with
the Commission.
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 Florida Business Corporation Act, as amended (the
"Florida Act"), provides that, in general, a business corporation
may indemnify any person who is or was a party to any proceeding
(other than an action by, or in the right of, the corporation) by
reason of the fact that he or she is or was a director or officer
of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain
standards are met, including that such officer or director acted
in good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, and
provided further that, with respect to any criminal action or
proceeding, the officer or director had no reasonable cause to
believe his or her conduct was unlawful. In the case of
<PAGE>
proceedings by or in the right of the corporation, the Florida Act
provides that, in general, a corporation may indemnify any person
who was or is a party to any such proceeding by reason of the fact
that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and
reasonably incurred in connection with the defense or settlement
of such proceeding, including any appeal thereof, provided that
such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall
be made in respect of any claim as to which such person is
adjudged liable unless a court of competent jurisdiction
determines upon application that such person is fairly and
reasonably entitled to indemnity. To the extent that any officers
or directors are successful on the merits or otherwise in the
defense of any of the proceedings described above, the Florida Act
provides that the corporation is required to indemnify such
officers or directors against expenses actually and reasonably
incurred in connection therewith. However, the Florida Act further
provides that, in general, indemnification or advancement of
expenses shall not be made to or on behalf of any officer or
director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the
cause of action so adjudicated and constitute: (i) a violation of
the criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no
reasonable cause to believe it was unlawful; (ii) a transaction
from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution
made in violation of the Florida Act or the corporation's articles
of incorporation; or (iv) willful misconduct or a conscious
disregard for the best interests of the corporation in a
proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a
shareholder. Under the terms of the Company's Articles of
Incorporation and Bylaws, the Company shall indemnify any director
or officer or any former director and officer, and may indemnify
any employee or former employer, in each case to the fullest
extent permitted by law.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
4(a) Articles of Incorporation of the Company, together
with all amendments thereto, are incorporated by
reference to the exhibits to the Annual Report of the
Company on Form 10-K for the year ended December 25,
1993.
4(b) Amended and Restated By-laws of the Company are
incorporated by reference to the exhibits to the Annual
Report of the Company on Form 10-K for the year ended
December 28, 1996.
4(c) Form of Common Stock Certificate.
<PAGE>
5. Opinion of Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill & Mullis, Professional Association, as to the
legality of the Common Stock being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill & Mullis, Professional Association (contained in
Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
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:
(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) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the 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 (a)(1)(i) and (a)(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.
<PAGE>
(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.
(h) 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 provisions described in Item 6, 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 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 Securities Act of 1933 and will be governed by
the final adjudication of such issue.
<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 Lakeland, State of Florida, on the 27th day of
August 1998.
Publix Super Markets, Inc.
By:/s/ S.Keith Billups
S. Keith Billups
Secretary
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
officers and directors of Publix Super Markets, Inc., a Florida
corporation, for himself or herself and not for one another, does
hereby constitute and appoint S. Keith Billups and Tina P.
Johnson, and each of them, a true and lawful attorney in his
name, place and stead, in any and all capacities, to sign his or
her name to any and all amendments, including post-effective
amendments, to this registration statement, with respect to the
proposed issuance, sale and delivery of shares of its Common
Stock, and to cause the same to be filed with the Securities and
Exchange Commission, granting unto said attorneys and each of
them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all
intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself or herself
hereby ratifies and confirms all that said attorneys or any one
of them shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Howard M. Jenkins Chairman of the Board, August 27,
Howard M. Jenkins Chief Executive 1998
Officer and Director
(Principal Executive
Officer)
/s/Charles H. Jenkins, Jr. Chairman of the August 27,
Charles H. Jenkins, Jr. Executive Committee 1998
and Director
/s/W. Edwin Crenshaw President and Director August 27,
W. Edwin Crenshaw 1998
<PAGE>
/s/William H. Vass Executive Vice August 27,
William H. Vass President and Director 1998
/s/Hoyt R. Barnett Executive Vice August 27,
Hoyt R. Barnett President and 1998
Director
/s/Tina P. Johnson Senior Vice President August 27,
Tina P. Johnson and Director 1998
/s/Carol Jenkins Barnett Director August 27,
Carol Jenkins Barnett 1998
/s/Mark C. Hollis Director August 27,
Mark C. Hollis 1998
/s/E.V. McClurg Director August 27,
E. V. McClurg 1998
/s/David P. Phillips Vice President August 27,
David P. Phillips Finance and Treasurer 1998
(Principal Financial
Officer and Principal
Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4(a) Articles of Incorporation of the Company, together with
all amendments thereto, are incorporated by reference
to the exhibits to the Annual Report of the Company on
Form 10-K for the year ended December 25, 1993.
4(b) Amended and Restated By-laws of the Company are
incorporated by reference to the exhibits to the Annual
Report of the Company on Form 10-K for the year ended
December 28, 1996.
4(c) Form of Common Stock Certificate.
5. Opinion of Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill & Mullis, Professional Association, as to the
legality of the Common Stock being registered.
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill & Mullis, Professional Association
(contained in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
EXHIBIT 4
NUMBER INCORPORATED UNDER THE LAWS SHARES
OF THE STATE OF FLORIDA
PUBLIX SUPER MARKETS, INC.
THIS CERTIFIES THAT
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK,
OF THE PAR VALUE OF ONE DOLLAR ($1.00) EACH OF
PUBLIX SUPER MARKETS, INC.
transferable on the books of the Corporation by the holder hereof in person,
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and to be sealed with the Seal of the
Corporation at Lakeland, Florida, this ___ day of ________, A.D., _________.
/s/_______________________ /s/_____________________________
Secretary President
<PAGE>
For value received, ___________________ hereby sell, assign and transfer unto
_______________________________________________________________________ shares
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint __________________________________ Attorney
to transfer the said Stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated ________________________ _______________________________________
owner
______________________________ _______________________________________
witness owner
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
EXHIBIT 5
August 24,1998
Via EDGAR
Securities and Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Publix Super Markets, Inc.
Employee Stock Purchase Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have represented Publix Super Markets, Inc. (the
"Company") in connection with the Company's Registration
Statement on Form S-8 (the "S-8 Registration Statement") relating
to the offering by the Company (the "Offering") of 10,000,000
shares of the Company's Common Stock under the Company's Employee
Stock Purchase Plan (the "Plan"). This opinion is being provided
as Exhibit 5 to the S-8 Registration Statement.
In our capacity as counsel to the Company in connection with
the Registration Statement and the Offering, we have examined and
are familiar with: (1) the Company's Articles of Incorporation
and bylaws, as currently in effect, (2) the Plan, (3) the S-8
Registration Statement and (4) such other corporate records and
documents and instruments as in our opinion are necessary or
relevant as the basis for the opinions expressed below.
As to various questions of fact material to our opinion, we
have relied without independent investigation on statements or
certificates of officials and representatives of the Company, the
Department of State of the State of Florida and others. In all
such examinations, we have assumed the genuineness of all
signatures on original and certified documents and the conformity
to original and certified documents of all copies submitted to us
as conformed, photostatic or other exact copies.
We express no opinion as to the law of any jurisdiction
other than of the State of Florida and the Federal laws of the
United States of America.
<PAGE>
Based upon and in reliance on the foregoing, we are of the
opinion that:
1. The Company is a duly incorporated and existing
corporation under the laws of the State of Florida and its status
is active.
2. The Plan has been duly and legally authorized by all
required corporate action.
3. When the following events shall have occurred:
a. the S-8 Registration Statement shall have become
effective in accordance with the Securities Act of
1933, as amended;
b. the shares of Common Stock shall have been offered
and sold as contemplated in the Plan;
c. the consideration specified in the Plan shall have
been received; and
d. the certificates representing such shares shall
have been duly executed, counter-signed and issued
by or on behalf of the Company,
the shares of Common Stock so offered and sold in the Offering
will be duly authorized, validly issued, fully paid and non-
assessable shares of the capital stock of the Company.
This firm hereby consents to the filing of this opinion as
an Exhibit to the S-8 Registration Statement.
Sincerely,
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS
Professional Association
By: /s/ ALBERT C. O'NEILL, JR.
ACCOUNTANTS' CONSENT
The Board of Directors
Publix Super Markets, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-8 of Publix Super Markets, Inc. of our report dated February 25,
1998, relating to the consolidated balance sheets of Publix Super Markets, Inc.
and subsidiaries as of December 27, 1997 and December 28, 1996, and the
related consolidated statements of earnings, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 27, 1997,
and all related schedules, which report appears in the December 27, 1997
annual report on Form 10-K of Publix Super Markets, Inc.
/s/ KPMG Peat Marwick LLP
Tampa, Florida
August 31, 1998
