<PAGE> 1
As Filed With the Securities and Exchange Commission
on September 18, 1996
Registration No. 333-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
PERFORMANCE FOOD GROUP COMPANY
(Exact name of registrant as specified in its charter)
TENNESSEE 54-0402940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6800 PARAGON PLACE, SUITE 500
RICHMOND, VIRGINIA 23230
(Address of Principal Executive Offices) (Zip Code)
PERFORMANCE FOOD GROUP COMPANY 1993 EMPLOYEE STOCK INCENTIVE PLAN
1993 OUTSIDE DIRECTORS' STOCK OPTION PLAN
PERFORMANCE FOOD GROUP EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
ROGER L. BOEVE
6800 PARAGON PLACE, SUITE 500
RICHMOND, VIRGINIA 23230
(Name and address of agent for service)
(804) 285-7340
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Title of securities Proposed maximum Proposed maximum
be registered Amount to be offering price per share aggregate offering price Amount of registration
registered fee
==========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock (1) 98,216 shares $21.75 $ 2,136,198 $ 737
- -------------------------------------------------------------------------------------------------------------------------
Common Stock(2) 839,284 shares $14.88 (3) $12,488,546 (3) $4,307
- -------------------------------------------------------------------------------------------------------------------------
Total 937,500 shares $14,624,744 $5,044
==========================================================================================================================
</TABLE>
(1) Represents shares reserved for issuance at $21.75 per share under the
Company's 1993 Employee Stock Incentive Plan.
(2) Represents 75,000, 651,784 and 112,500 shares reserved for issuance pursuant
to future grants under the Company's 1993 Outside Directors' Stock Option
Plan, 1993 Employee Stock Incentive Plan and Employee Stock Purchase Plan,
respectively.
(3) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of common stock, $.01
par value, of Performance Food Group Company, a Tennessee corporation (the
"Registrant"), for the Registrant's 1993 Employee Stock Incentive Plan, 1993
Outside Directors' Stock Option Plan and Employee Stock Purchase Plan, each as
amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration No. 33-72400)
previously filed by the Registrant with the Securities and Exchange Commission
on December 2, 1993, is hereby incorporated by reference herein.
Item 8. Exhibits
Exhibit Number Description
-------------- ---------------------------------------------------------
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
II-2
<PAGE> 3
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 Richmond, State of Virginia, on this 17th day of
September, 1996.
PERFORMANCE FOOD GROUP COMPANY
By: /s/ Robert C. Sledd
----------------------------
Robert C. Sledd
Chairman of the Board, and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Robert C. Sledd and Roger L. Boeve, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents 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, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert C. Sledd Chairman of the Board, September 17, 1996
- --------------------- Chief Executive Officer and
Robert C. Sledd Director (Principal Executive
Officer)
/s/ C. Michael Gray President, Chief Operating Officer September 17, 1996
- --------------------- and Director
C. Michael Gray
/s/ Roger L. Boeve Executive Vice President and Chief September 17, 1996
- --------------------- Financial Officer (Principal
Roger L. Boeve Financial and Accounting Officer)
/s/ Jerry J. Caro Founding Chairman, Senior Vice September 17, 1996
- --------------------- President and Director
Jerry J. Caro
/s/ Fred C. Goad, Jr.
- --------------------- Director September 17, 1996
Fred C. Goad, Jr.
/s/ Timothy M. Graven Director September 17, 1996
- ---------------------
Timothy M. Graven
/s/ Charles E. Adair Director September 17, 1996
- --------------------
Charles E. Adair
</TABLE>
II-3
<PAGE> 4
EXHIBIT INDEX
Exhibit Number Description
-------------- ---------------------------------------------------------
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
<PAGE> 1
EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
September 18, 1996
Performance Food Group Company
6800 Paragon Place
Suite 500
Richmond, VA 23230
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1993 Employee Stock Incentive Plan, 1993 Outside Directors' Stock Option Plan
and Employee Stock Purchase Plan (the "Plans") filed by you with the Securities
and Exchange Commission covering 937,500 shares (the "Shares") of common stock,
$.01 par value, issuable pursuant to the Plans.
In so acting we have examined and relied upon such records, documents, and
other instruments as in our judgment are necessary or appropriate in order to
express the opinions hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Shares, when issued
pursuant to and in accordance with the Plans, will be validly issued, fully
paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
<PAGE> 1
EXHBIT 23.1
Consent of Independent Auditors
The Board of Directors
Performance Food Group Company:
We consent to incorporation by reference in the registration statement on Form
S-8 of Performance Food Group Company of our reports dated February 7, 1996,
relating to the consolidated balance sheets of Performance Food Group Company
and subsidiaries as of December 30, 1995 and December 31, 1994, the related
consolidated statements of earnings, shareholders' equity and cash flows, and
the related financial statement schedule, for each of the fiscal years in the
three-year period ended December 30, 1995, which reports are included in or
incorporated by reference into the December 30, 1995 annual report on Form 10-K
of Performance Food Group Company, incorporated by reference into the
registration statement.
/s/ KPMG PEAT MARWICK LLP
Richmond, Virginia
September 16, 1996
