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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2000
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAFEWAY INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5918 Stoneridge Mall Road 94-3019135
(State or other jurisdiction of Pleasanton, California 94588 (I.R.S. Identification Number)
incorporation or organization) (Address of principal executive offices)
(Zip)
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SAFEWAY 401(k) PLAN AND TRUST
(Full titles of the plans)
--------------------
Robert A. Gordon, Esq.
Senior Vice President And General Counsel
SAFEWAY INC.
5918 Stoneridge Mall Road
Pleasanton, California 94588
(925) 467-3000
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Scott R. Haber, Esq.
Latham & Watkins
505 Montgomery Street, Suite 1900
San Francisco, California 94111
(415) 391-0600
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Calculation of Registration Fee
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======================================================================================================================
Proposed
Proposed Maximum
Title of Amount Maximum Aggregate Amount of
Securities to to be Offering Price Offering Registration
be Registered (1) Registered Per Share Price (2) Fee
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 8,000,000 (2) $401,250,000 $105,930
issuable under the
Safeway 401(k) Plan and
Trust(3)
======================================================================================================================
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(1) In addition, pursuant to Rule 416(c), this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Safeway 401(k) Plan and Trust, described herein.
(2) Estimated for the purpose of calculating the registration fee pursuant
to Rule 457(c) for the shares registered hereunder (the average
($50.15625) of the high ($50.625) and low ($49.6875) prices for the
Company's Common Stock quoted on the New York Stock Exchange on
September 11, 2000).
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(3) The Safeway 401(k) Plan and Trust (formerly called the Profit-Sharing
Plan of Safeway Inc. and its United States Subsidiaries) authorizes the
issuance of 14,000,000 shares of the Company's common stock, 1,500,000
of which were previously registered on Form S-8 (File No. 333-37207)
filed with the Commission on October 10, 1990.
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I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is not being
filed with or included in this Form S-8 (by incorporation by reference or
otherwise) in accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission").
II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this registration statement, Safeway Inc. is sometimes referred to
as "we," "us" or "our."
Pursuant to General Instruction E of Form S-8, this
registration statement is filed solely to register an additional 8,000,000
shares of our common stock reserved for issuance under the Safeway 401(k) Plan
and Trust (the "Plan"), which increase was approved by our board of directors on
July 31, 2000.
Pursuant to General Instruction E, we incorporate by reference
the following documents we or the Plan filed with the Commission pursuant to
Section 13 of the Exchange Act (Commission file number 1-41):
- Safeway's Annual Report on Form 10-K for the fiscal year
ended January 1, 2000;
- Safeway's Quarterly Report on Form 10-Q for the periods
ended March 25, 2000 and June 17, 2000;
- Description of our common stock contained in our
registration statement on Form 8-A filed with the
Commission on February 20, 1990, including the amendment
on Form 8 dated March 26, 1990;
- Safeway's registration statement on Form S-8, File No.
333-37207, filed with the Commission on October 10, 1990;
and
- All documents filed by us or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, 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.
Information that we or the Plan file later with the Commission
will automatically update and supersede this information.
ITEM 8. EXHIBITS.
4.1 Safeway 401(k) Plan and Trust (formerly called the Profit-Sharing
Plan of Safeway Inc. and its United States Subsidiaries) (as filed
with our registration statement on Form S-1 (File No. 3-333888).
5.1 Internal Revenue Service Determination letter (see Item 9(d)).
23.1 Consent of Deloitte & Touche LLP.
24 Power of Attorney. (Incorporated by reference in the signature page
to the Registration Statement).
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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;
(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 percent 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 registration statement is on Form S-3 or Form S-8,
and 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 Exchange Act that are incorporated
by reference in the registration statement.
(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 Section 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 foregoing provisions, 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.
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(d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal Revenue Service
("IRS") determination letter that the Plan is qualified under Section 401 of the
Internal Revenue Code, the undersigned registrant hereby undertakes that it has
submitted the Plan and any amendments thereto, and will submit any future
amendments, to the IRS in a timely manner and will make all changes required by
the IRS to qualify the Plan.
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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 Pleasanton, State of California on this 31st day
of August 31, 2000.
SAFEWAY INC.
By: /s/ Robert A. Gordon
-----------------------------------------
Robert A. Gordon
Senior Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below does hereby constitute and appoint Robert A. Gordon with
full power of substitution and full power to act without the other, such
person's true and lawful attorney-in-fact and agent to act for such person in
such person's name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, 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 necessary
to be done in and about the premises in order to effectuate the same as fully,
to all intents and purposes, as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, may 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 indicated on August 31, 2000.
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Signature Title
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<S> <C>
/s/ Steven A. Burd Chairman, President and Chief Executive Officer
----------------------------- (Principal Executive Officer)
Steven A. Burd
/s/ David G. Weed Executive Vice President, Chief Financial Officer
----------------------------- (Principal Financial Officer and Principal Accounting
David G. Weed Officer)
/s/ James H. Greene, Jr. Director
-----------------------------
James H. Greene, Jr.
/s/ Paul Hazen Director
-----------------------------
Paul Hazen
/s/ Hector Ley Lopez Director
-----------------------------
Hector Ley Lopez
/s/ Robert I. MacDonnell Director
-----------------------------
Robert I. MacDonnell
/s/ Peter A. Magowan Director
-----------------------------
Peter A. Magowan
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/s/ George R. Roberts Director
-----------------------------
George R. Roberts
/s/ Rebecca A. Stirn Director
-----------------------------
Rebecca A. Stirn
/s/ William Y. Tauscher Director
-----------------------------
William Y. Tauscher
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Pursuant to the requirements of the Securities and Exchange
Act of 1933, as amended, the Benefit Plan Committee has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of Pleasanton, California on August 31, 2000.
SAFEWAY 401(k) PLAN AND TRUST
By: /s/ David F. Bond
--------------------------------------
Name: David F. Bond
Title: Benefits Plan Committee Member
By: /s/ Michael J. Boylan
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Name: Michael J. Boylan
Title: Benefits Plan Committee Member
By: /s/ David F. Faustman
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Name: David F. Faustman
Title: Benefits Plan Committee Member
By: /s/ Dick W. Gonzales
--------------------------------------
Name: Dick W. Gonzales
Title: Benefits Plan Committee Member
By: /s/ Kenneth W. Oder
--------------------------------------
Name: Kenneth W. Oder
Title: Benefits Plan Committee Member
By: /s/ Melissa C. Plaisance
--------------------------------------
Name: Melissa C. Plaisance
Title: Benefits Plan Committee Member
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INDEX TO EXHIBITS
Exhibit
4.1 Safeway 401(k) Plan and Trust (formerly called the Profit-Sharing
Plan of Safeway Inc. and its United States Subsidiaries) (as filed
with our registration statement on Form S-1 (File No.
3-333888).
5.1 Internal Revenue Service Determination letter (see Item 9(d)).
23.1 Consent of Deloitte & Touche LLP.
24 Power of Attorney. (Incorporated by reference in the signature
page to the Registration Statement).
