SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RICHFOOD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1438602
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8258 Richfood Road
Mechanicsville, Virginia 23111
(Address of principal executive offices, including zip code)
___________________________
If this form relates to If this form relates to
the registration of a the registration of a class
class of debt securities of debt securities and
and is effective upon is to become effective
filing pursuant to General simultaneously with the
Instruction A(c)(1), please effectiveness of a
check the following box: [ ] concurrent registration
statement under the
Securities Act of 1993
pursuant to General
Instruction A(c)(2),
please check the following
box: [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, without New York Stock Exchange
par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
Common Stock, without par value
The capital stock of Richfood Holdings, Inc. (the
"Company" or "Registrant") to be registered on the New York Stock
Exchange, Inc. (the "Exchange"), is the Registrant's Common Stock,
without par value ("Common Stock"). The Company's Amended and
Restated Articles of Incorporation (the "Articles") authorize the
issuance of up to 90 million shares of Common Stock, and up to 5
million shares of Preferred Stock, without par value ("Preferred
Stock").
The holders of validly issued and outstanding shares of
Common Stock are entitled to one vote per share on each matter that
is properly presented to shareholders for a vote. A majority of
the votes cast decides each matter presented at a meeting of the
shareholders (assuming a quorum is present), except for the
election of directors, which requires a plurality of the votes
cast, and certain matters for which a different vote is required by
express provision of law, the Company's Articles of Incorporation
(the "Articles") or the Company's Bylaws (the "Bylaws"). No
cumulative voting is permitted.
Holders of Common Stock have no preemptive rights and
have no rights to convert their Common Stock into any other
securities. In addition, there are no redemption or sinking fund
provisions applicable to shares of Common Stock.
In the event of a liquidation, dissolution or winding up
of the Company, each share of Common Stock entitles its holder to
participate ratably in any assets remaining after payment of all
liabilities and obligations of the Company and all preferential
amounts to which the holders of shares of Preferred Stock, or any
other class of stock having prior rights, may be entitled.
The Articles establish certain restrictions on the
original issuance and transfer of Common Stock. Shares of Common
Stock may not be transferred to any person who, immediately
following such transfer would, together with such person's
Affiliates and Associates (each, as defined in the Articles), be
the beneficial owner of more than 20% of such shares, unless the
proposed transfer is approved by the Company's Board of Directors
(the "Company's Board"). The Articles provide that any attempt to
transfer shares of Common Stock without prior approval by the
Company's Board to any person who would thereafter own more than
20% of such shares shall be null and void and shall not be
recognized by the Company for any purpose, except that the
Company's Board may elect to recognize such attempted transfer and
simultaneously redeem such shares at their "restricted
share redemption price" (generally the lowest price actually paid
by the transferee for shares of Common Stock during the two-year
period immediately before the attempted transfer or, if such price
cannot be determined readily by the Company's Board, then the
lowest closing price for such shares in their principal trading
market during such period).
The Articles require record holders of Common Stock to
disclose to the Company upon demand information with respect to
beneficial ownership of the shares then held by them. The Company
may enforce the restrictions on the transfer of shares of
Common Stock by polling registered holders with respect to the
beneficial ownership of their shares and by monitoring filings with
the Securities and Exchange Commission by persons beneficially
owning 5% or more of the Common Stock as required pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended.
Subject to the rights of any holders of shares of any
class of stock having prior rights as to dividends, the holders of
Common Stock are entitled to receive ratably such dividends as the
Company's Board may declare out of funds legally available
therefor, when and if so declared. The payment by the Company of
dividends, if any, rests within the discretion of the Company's
Board and will depend upon general business conditions encountered
by the Company, its earnings, financial condition and capital
requirements and such other factors as the Company's Board may deem
relevant.
The Company's Board is authorized, without further action
by the shareholders, to issue up to 5 million shares of Preferred
Stock, in one or more series, with such voting powers, preferences,
special rights, qualifications, limitations or restrictions as
may be set forth in resolutions providing for the issue thereof
adopted by the Company's Board. As of the date hereof, the Company
has no shares of Preferred Stock outstanding.
The Company has no present intention to issue any of its
authorized shares of Preferred Stock. However, any issuance of
shares of Preferred Stock in the future could adversely affect the
rights of holders of shares of the Common Stock and may discourage
an acquisition or change in control of the Company.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will
be supplied to the New York Stock Exchange.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by
the undersigned, thereto duly authorized.
RICHFOOD HOLDINGS, INC.
/s/ J. Stuart Newton
Dated: November 14, 1996 By: J. Stuart Newton
Senior Vice President
and Chief Financial
Officer
