<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
JP FOODSERVICE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-1634568
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
__________________
9830 PATUXENT WOODS DRIVE
COLUMBIA, MARYLAND 21046
(Address of principal executive offices)
__________________
JP FOODSERVICE, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
__________________
DAVID M. ABRAMSON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
9830 PATUXENT WOODS DRIVE
COLUMBIA, MARYLAND 21046
(Name and address of agent for service)
(410) 312-7100
(Telephone number, including area code, of agent for service)
__________________
Copy to:
RICHARD J. PARRINO, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered aggregate offering aggregate offering registration fee
price per share price
- ---------------------------- ---------------- ------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 shs. (1) $30.9375(2) $15,468,750(2) $4,687.50
$.01 par value per share
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement shall also cover any additional shares of Common Stock which
become issuable under the JP Foodservice, Inc. 1994 Employee Stock Purchase
Plan by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration
which results in an increase in the number of the Company's outstanding
shares of Common Stock.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(h) under the Securities Act of 1933, the calculation
represents the average of the high and low sales prices of the Common Stock
on September 30, 1997 as reported by the New York Stock Exchange.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ALSO CONSTITUTES A POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
NO. 33-88144 PREVIOUSLY FILED BY THE REGISTRANT.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to eligible employees by JP Foodservice, Inc. (the "Company") as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectus supplements pursuant to Rule 424 of the Securities Act.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Commission are
incorporated herein by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
June 28, 1997, including the information incorporated by reference
to its Proxy Statement for the 1997 Annual Meeting of
Stockholders;
(b) the Company's Current Reports on Form 8-K filed for reportable
events dated June 30, 1997 and September 3, 1997;
(c) the description of the Company's Common Stock which is contained
in the Company's Registration Statement on Form 8-A filed pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on December 19, 1996, including any amendments or reports
filed for the purpose of updating such description; and
(d) the description of the preferred share purchase rights attached to
the Company Common Stock which is contained in the Company's
Registration Statement on Form 8-A filed pursuant to the Exchange
Act on December 19, 1996, including any amendments or reports
filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed by the
Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
2
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Included in the Company's Registration Statement on Form S-8 (File
No. 33-88144).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of
the Common Stock of the Company registered hereunder.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in the opinion
filed as Exhibit 5.1).
ITEM 9. UNDERTAKINGS.
Included in the Company's Registration Statement on Form S-8 (File
No. 33-88144).
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Columbia, State of Maryland on the 7th day of
October, 1997.
JP FOODSERVICE, INC.
BY: /s/ James L. Miller
--------------------------------------
James L. Miller
President and Chief Executive Officer
(Duly Authorized Officer)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ James L. Miller President, Chairman and October 7, 1997
- ----------------------------- Chief Executive Officer
James L. Miller (Principal Executive Officer)
/s/ Lewis Hay, III Senior Vice President and October 7, 1997
- ----------------------------- Chief Financial Officer
Lewis Hay, III (Principal Financial Officer)
/s/ George T. Megas Vice President - Finance October 7, 1997
- ----------------------------- (Principal Accounting Officer)
George T. Megas
/s/ Michael J. Drabb Director October 7, 1997
- -----------------------------
Michael J. Drabb
4
<PAGE>
/s/ David M. Abramson Director October 7, 1997
- -----------------------------
David M. Abramson
/s/ Eric E. Glass Director October 7, 1997
- -----------------------------
Eric E. Glass
/s/ Mark P. Kaiser Director October 7, 1997
- -----------------------------
Mark P. Kaiser
/s/ Paul I. Latta, Jr. Director October 7, 1997
- -----------------------------
Paul I. Latta, Jr.
/s/ Dean R. Silverman Director October 7, 1997
- -----------------------------
Dean R. Silverman
/s/ Jeffrey D. Serkes Director October 7, 1997
- -----------------------------
Jeffrey D. Serkes
5
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality of the Common
Stock of the Company registered hereunder (filed as Exhibit 5.1).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in the opinion filed as
Exhibit 5.1).
<PAGE>
Exhibit 5.1
-----------
October 7, 1997
Board of Directors
JP Foodservice, Inc.
9830 Patuxent Woods Drive
Columbia, Maryland 21046
Gentlemen:
This firm has acted as counsel to JP Foodservice, Inc. (the
"Company"), a Delaware corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 filed on or about the date
hereof (the "Registration Statement"), of 500,000 shares (the "Shares") of
common stock, par value $.01 per share, of the Company, issuable under the JP
Foodservice, Inc. 1994 Employee Stock Purchase Plan (the "Plan"). This letter
is furnished to you pursuant to the requirements of Item 601(b)(5) of Regulation
S-K, 17 C.F.R. (S)229.601(b)(5), in connection with such registration.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Plan.
3. The Restated Certificate of Incorporation of the Company, as
certified by an Assistant Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
4. The Amended and Restated By-laws of the Company, as certified by
an Assistant Secretary of the Company on the date hereof as then
being complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
November 4, 1994 and September 24, 1997 relating to, among other
things, approval of the Plan and the registration of the Shares,
as certified by an Assistant Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
<PAGE>
Board of Directors
JP Foodservice, Inc.
October 7, 1997
Page 2
In our examination of the aforesaid documents, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity,
accuracy and completeness of all documents submitted to us as originals, and the
conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. This opinion letter is
given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Plan, will be validly
issued, fully paid and non-assessable under the General Corporation Law of the
State of Delaware.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter, and should not be quoted in
whole or in part or otherwise be referred to, nor be filed with or furnished to
any governmental agency or other person or entity, without the prior written
consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ HOGAN & HARTSON L.L.P.
HOGAN & HARTSON L.L.P.
<PAGE>
Exhibit 23.1
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CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
JP Foodservice, Inc.:
We consent to incorporation by reference in this registration
statement on Form S-8 of JP Foodservice, Inc. and Subsidiaries of our report
dated August 11, 1997, relating to the consolidated balance sheet of JP
Foodservice, Inc. and Subsidiaries as of June 28, 1997, and the related
consolidated statement of operations, stockholders' equity, and cash flows for
the year then ended, and all related schedules, which report appears in the
Annual Report on Form 10-K for the fiscal year ended June 28, 1997 of JP
Foodservice, Inc. and Subsidiaries.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
October 2, 1997
<PAGE>
Exhibit 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of JP Foodservice, Inc. of our report dated
August 2, 1996, except as to Note 16, which is as of September 10, 1996 and
except as to the pooling of interests with Valley Industries, Inc. and with
Squeri Food Service, Inc. which is as of November 14, 1996, appearing on page
F-2 of JP Foodservice, Inc.'s Annual Report on Form 10-K for the year ended
June 28, 1997.
PRICE WATERHOUSE LLP
Linthicum, Maryland
October 1, 1997
