<PAGE> 1
As Filed With the Securities and Exchange Commission
on May 11, 1999
Registration No.
................................................................................
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
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 to Amount to be Proposed maximum Proposed maximum Amount of registration
be registered registered offering price per share aggregate offering price fee
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock 600,000 shares (1) $25.0625 (2) $15,037,500.00 (2) $4,180.43
===================================================================================================================================
</TABLE>
(1) Represents 500,000 and 100,000 shares reserved for issuance pursuant to
future grants under the Company's 1993 Employee Stock Incentive Plan
and Employee Stock Purchase Plan, respectively.
(2) 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.
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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 and
Employee Stock Purchase Plan, each as amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENTS
The Registration Statements on Form S-8 (Registration Nos. 33-72400 and
333-12223) previously filed by the Registrant with the Securities and Exchange
Commission on December 2, 1993, and September 18, 1996, respectively, are hereby
incorporated by reference herein.
Item 8. Exhibits
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<CAPTION>
Exhibit Number Description
------------------- -------------------------------------------------
<S> <C>
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG LLP
23.2 Consent of Bass, Berry & Sims PLC (included in
Exhibit 5)
24 Power of Attorney (included on page II-3)
</TABLE>
II-2
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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 Richmond, Commonwealth of Virginia, on this 10th day
of May, 1999.
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.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Robert C. Sledd Chairman of the Board, May 10, 1999
- ------------------------------- Chief Executive Officer and
Robert C. Sledd Director (Principal Executive
Officer)
/s/ C. Michael Gray President, Chief Operating May 10, 1999
- ------------------------------- Officer and Director
C. Michael Gray
/s/ Roger L. Boeve Executive Vice President and May 10, 1999
- ------------------------------- Chief Financial Officer
Roger L. Boeve (Principal Financial and
Accounting Officer)
/s/ Charles E. Adair Director May 10, 1999
- -------------------------------
Charles E. Adair
Director May __, 1999
- -------------------------------
Fred C. Goad, Jr.
/s/ Timothy M. Graven Director May 10, 1999
- -------------------------------
Timothy M. Graven
/s/ John E. Stokely Director May 10, 1999
- -------------------------------
John E. Stokely
</TABLE>
II-3
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EXHIBIT INDEX
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<CAPTION>
Exhibit Number Description
-------------- ---------------------------------------------------------
<S> <C>
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
</TABLE>
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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 TELECOPIER (423) 521-6234
May 11, 1999
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 and Employee Stock Purchase Plan (the
"Plans") filed by you with the Securities and Exchange Commission covering an
aggregate of 600,000 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 respective plan, 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
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EXHIBIT 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, 1999,
relating to the consolidated balance sheets of Performance Food Group Company
and subsidiaries as of January 2, 1999 and December 27, 1997, the related
consolidated statements of earnings, shareholders' equity and cash flows for
each of the fiscal years in the three-year period ended January 2, 1999, and the
related financial statement schedule, which reports are included in the January
2, 1999 annual report on Form 10-K of Performance Food Group Company,
incorporated by reference into the registration statement.
/s/ KPMG LLP
Richmond, Virginia
May 5, 1999
