As filed with the Securities and Exchange Commission on October 16, 1995
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
RICHFOOD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1438602
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
(Address of principal executive office, including zip code)
SUPER RITE CORPORATION
1991 OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)
____________________
Donald D. Bennett
Chairman and Chief Executive Officer
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
804-746-6000
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Gary E. Thompson
Hunton & Williams
Riverfront Plaza - East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registration
to be registered price offering fee
registered per share(1) price(1)
Common Stock, 227,356 $25.94 $5,897,614.64 $2033.66
no par value
(1) Estimated solely for the purpose of computing the registration
fee. This amount was calculated based on the average of the high and low
sales prices of the Common Stock as reported on The Nasdaq National Market
on October 13, 1995.
<PAGE>
EXPLANATORY NOTE: Effective October 15, 1995, pursuant to an Agreement and
Plan of Reorganization, dated as of June 26, 1995, and amended as of
October 13, 1995, by and between Richfood Holdings, Inc. (the "Company"),
and Super Rite Corporation ("Super Rite"), and a related Plan of Merger,
SR Acquisition, Inc., a wholly-owned subsidiary of the Company, merged with
and into Super Rite and Super Rite became a wholly-owned subsidiary of the
Company. As part of the transaction, the Company assumed Super Rite's
obligations under the Super Rite Corporation 1991 Omnibus Stock Incentive
Plan (the "Plan") and the outstanding stock options and other instruments
issued pursuant to the Plan. Hereafter, Company Common Stock will be
issued in settlement of outstanding instruments formerly requiring the
issuance of Super Rite Common Stock. This registration statement covers
the shares of Common Stock of the Company issuable upon exercise of options
outstanding under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 AND 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by the Company with the
Commission are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended April 29, 1995, as amended by Form 10-K/A1 filed with the
Commission on September 6, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 22, 1995;
(c) the Company's Current Report on Form 8-K filed with the
Commission on July 12, 1995; and
(d) the Company's Joint Proxy Statement/Prospectus dated September 7,
1995, included in the Company's Registration Statement on Form S-4 filed with
the Commission (File No.33-62413) on September 7, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
after the date hereof and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document that is incorporated by reference herein modifies or supersedes
such earlier statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
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 Virginia Stock Corporation Act permits, and the Amended and
Restated Articles of Incorporation of the Company require, indemnification
of the Company's directors and officers in a variety of circumstances,
which may include liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). Under sections 13.1-697 and 13.1-702 of the
Virginia Stock Corporation Act, a Virginia corporation generally is
authorized to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and, in the case of criminal actions,
had no reasonable cause to believe that the conduct was unlawful. The
Company's Amended and Restated Articles of Incorporation require
indemnification of directors and officers with respect to any liability,
expenses or other amounts incurred by them by reason of having been a
director or officer, except in the case of willful misconduct or a knowing
violation of criminal law. The Company's Amended and Restated Articles of
Incorporation provide that, to the full extent that the Virginia Stock
Corporation Act permits elimination of the liability of directors or
officers, no director or officer of the Company shall be liable to the
Company or its stockholders for any monetary damages. The Company may
purchase insurance on behalf of directors, officers, employees and agents
that may cover liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
4.1 Super Rite Corporation 1991 Omnibus Stock Incentive Plan
(included as Exhibit 10(i) to the registration statement on
Form S-1 of Super Rite Corporation, File No. 33-41427 and
incorporated by reference herein).
4.2 First Amendment to the Super Rite Corporation 1991 Omnibus Stock
Incentive Plan.
4.3 Articles III and IV of the Company's Amended and Restated
Articles of Incorporation (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the twelve week
period ended July 24, 1993).
4.4 Article V of the Company's Amended and Restated Bylaws
(incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended April 29, 1995).
5 Opinion of Hunton & Williams.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Awareness Letter of Coopers & Lybrand, L.L.P.
23.4 Consent of Hunton & Williams (included in the opinion filed
as Exhibit 5 hereto).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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; and
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change in such information in the
registration statement;
PROVIDED, HOWEVER, that (i) and (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 or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference herein.
2. That, for the purpose of determining any liability under the
Securities Act, 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 purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under item 6
above, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed
in the Securities 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 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 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 Mechanicsville, Virginia, on this 12th day of
October, 1995.
RICHFOOD HOLDINGS, INC.
(registrant)
By /s/ DONALD D. BENNETT
Donald D. Bennett
Chairman of the Board of Director
and Chief Executive Officer
POWER OF ATTORNEY
Each of the directors and/or officers of the registrant whose
signature appears below hereby appoints Donald D. Bennett, John E. Stokely
and Daniel R. Schnur, or any of them, as his or her attorney-in-fact to
sign in his or her name and on his or her behalf in any and all capacities
stated below, and to file with the Securities and Exchange Commission, any
and all amendments, including post-effective amendments to this
registration statement, making such changes in the registration statement
as appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable the registrant to
comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission. Pursuant to the
requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities indicated on October
12, 1995.
Signature Title
By /s/ Donald D. Bennett Chairman of the Board of
DONALD D. BENNETT Directors
and Chief Executive Officer
(principal executive officer)
By /s/ John E. Stokely Director, President and
JOHN E. STOKELY Chief Operating Officer
By /s/ John V. Marklin Senior Vice President -
JOHN V. MARKLIN Finance and
Chief Financial Officer
(principal financial officer)
By /s/ David W. Hoover Vice President-Finance
DAVID W. HOOVER (principal accounting officer)
By /s/ Roger L. Gregory Director
ROGER L. GREGORY
By /s/ Grace E. Harris Director
GRACE E. HARRIS
By /s/ John C. Jamison Director
JOHN C. JAMISON
By /s/ Michael E. Julian, Jr. Director
MICHAEL E. JULIAN, JR.
By /s/ G. Gilmer Minor, III Director
G. GILMER MINOR, III
By Director
CLAUDE B. OWEN, JR.
By Director
JOHN F. ROTELLE
By /s/ Albert F. Sloan Director
ALBERT F. SLOAN
By /s/ George H. Thomazin Director
GEORGE H. THOMAZIN
By /s/ James E. Ukrop Director
JAMES E. UKROP
By Director
EDWARD VILLANUEVA
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 Super Rite Corporation
1991 Omnibus Stock
Incentive Plan (included
as Exhibit 10(i) to the
registration statement on
Form S-1 of Super Rite
Corporation, File No. 33-
41427 and incorporated by
reference herein).
4.2 First Amendment to the
Super Rite Corporation
1991 Omnibus Stock
Incentive Plan.
4.3 Articles III and IV of
the Company's Amended and
Restated Articles of
Incorporation
(incorporated by
reference to the
Company's Quarterly
Report on Form 10-Q for
the twelve week period
ended July 24, 1993).
4.4 Article V of the
Company's Amended and
Restated Bylaws
(incorporated by
reference to the
Company's Annual Report
on Form 10-K for the
fiscal year ended April
29, 1995).
5 Opinion of Hunton &
Williams.
23.1 Consent of KPMG Peat
Marwick LLP.
23.2 Consent of Coopers &
Lybrand, L.L.P.
23.3 Awareness Letter of
Coopers & Lybrand, L.L.P.
23.4 Consent of Hunton &
Williams (included in the
opinion filed as Exhibit
5 hereto).
Exhibit 4.2
SUPER RITE CORPORATION
AMENDMENT NO. 1 TO
1991 OMNIBUS STOCK INCENTIVE PLAN
This Amendment No. 1, dated as of June 26, 1995, to the Super Rite
Corporation 1991 Omnibus Stock Incentive Plan recites and provides as follows:
A. At a meeting held on June 23, 1995, the Board of Directors of Super
Rite Corporation (the "Company") determined to amend the Company's 1991 Omnibus
Stock Incentive Plan (the "Plan") to eliminate any provision that may have
required that a stock option issued under the Plan be canceled in exchange for a
cash payment upon the effective time (the "Effective Time") of, or otherwise as
a result of, the transactions contemplated by the Agreement and Plan of
Reorganization, dated as of June 26, 1995, and a related Plan of Merger by and
between Richfood Holdings, Inc. ("Richfood") and the Company (the "Merger"),
conditioned upon and effective as of the Effective Time of the Merger, and
notwithstanding any contrary provision in the Plan or in any Grant of Incentive
Stock Award or other instrument issued pursuant to the Plan.
B. The Board of Directors of the Corporation further determined that each
option issued under the Plan will be fully exercisable, conditioned upon and
effective as of the Effective Time of the Merger, and notwithstanding any
contrary provision in the Plan or in any Grant of Incentive Stock Award or other
instrument issued pursuant to the Plan.
NOW, THEREFORE, pursuant to Sections 6(h) and Section 12 of the Plan,
effective as of the Effective Time of the Merger (i) Sections 6(g) and 7(l) of
the Plan are deleted in their entirety and (ii) all outstanding Stock Options,
as defined in the Plan, shall be fully exercisable, notwithstanding any contrary
provision in the Plan or in any Grant of Incentive Stock Award or other
instrument issued pursuant to the Plan.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be
executed as of the date first above written.
SUPER RITE CORPORATION
By: /s/ William Schantzenbach
Name: William Schantzenbach
Title: Vice President-Finance
and Chief Financial Officer
Exhibit 5
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
FILE NO.: 41663.95
DIRECT DIAL: (804) 788-8787
October 13, 1995
Board of Directors
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia 23111
Richfood Holdings, Inc.
Registration Statement on Form S-8
1991 Omnibus Stock Incentive Plan
of Super Rite Corporation
Ladies and Gentlemen:
We have acted as counsel to Richfood Holdings, Inc., a Virginia corporation
(the "Company"), in connection with its registration under the Securities Act of
1933 of 227,356 shares of its common stock (the "Shares") which are proposed to
be offered and sold as described in the Company's Registration Statement on Form
S-8 for the 1991 Omnibus Stock Incentive Plan of Super Rite Corporation (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") on October 16, 1995.
In rendering this opinion, we have reviewed the Company's Amended and
Restated Articles of Incorporation as filed with the Virginia State Corporation
Commission, the Registration Statement and such corporate records of the Company
and certificates of officers of the Company and of public officials as we have
deemed necessary.
Based upon the foregoing and the further qualifications stated below, we
are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when the Shares have been
offered and sold as described in the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
Hunton & Williams
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Richfood Holdings, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Richfood Holdings, Inc. of our reports dated June 5, 1995, relating to
the consolidated balance sheets of Richfood Holdings, Inc. and subsidiaries as
of April 29, 1995 and April 30, 1994, the related consolidated statements of
earnings, stockholders equity and cash flows, and the related financial
statement schedules, for each of the fiscal years in the three-year period ended
April 29, 1995, which reports are included in or incorporated by reference into
the Form 10-K of Richfood Holdings, Inc. for the fiscal year ended April 29,
1995, incorporated by reference into the registration statement.
/s/ KPMG PEAT MARWICK LLP
Richmond, Virginia
October 11, 1995
[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Richfood Holdings, Inc. on Form S-8 of our report dated April 21, 1995, except
for the sixth paragraph of Note 7 which is dated as of May 5, 1995, on our
audits of the consolidated financial statements and financial statement
schedules of Super Rite Corporation as of March 4, 1995 and for each of the
fifty-two week periods in the two-year period ended February 26, 1994, which
report is included in the 1995 annual report on Form 10-K which is incorporated
by reference in Richfood Holdings, Inc. Registration Statement on Form S-4,
filed with the Commission (File No. 33-62413) on September 7, 1995, which
Registration Statement is incorporated by reference in the Registration
Statement on Form S-8.
/s/ COOPERS & LYBRAND L.L.P.
One South Market Square
Harrisburg, Pennsylvania
October 12, 1995
[COOPERS & LYBRAND LETTERHEAD]
EXHIBIT 23.3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Richfood Holdings, Inc.
Registration on Form S-8
We are aware that our report dated July 12, 1995 on our review of interim
financial information of Super Rite Corporation for the thirteen-week period
ended June 3, 1995 and included in the Super Rite Corporation's quarterly report
on Form 10-Q for the quarter then ended is incorporated by reference in Richfood
Holdings, Inc.'s registration statement on Form S-4 filed with the Securities
and Exchange Commission (File No. 33-62413) on September 7, 1995, which
registration statement on Form S-4 is incorporated by reference in the
registration statement on Form S-8. Pursuant to Rule 436(c) under the
Securities Act of 1933, this report should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ COOPERS & LYBRAND L.L.P.
One South Market Square
Harrisburg, Pennsylvania
October 12, 1995
