<PAGE>
As filed with the Securities and Exchange Commission on March 11, 1998
Registration No. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
U.S. FOODSERVICE
(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)
__________________
RYKOFF-SEXTON, INC. 1995 KEY EMPLOYEES STOCK OPTION AND COMPENSATION PLAN
(Full title of the plan)
__________________
DAVID M. ABRAMSON, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
U.S. FOODSERVICE
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, 105,109 shs. (1) $33.387(2) $3,509,274(2) $1,063.42
$.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 Rykoff-Sexton, Inc. 1995 Key Employees Stock
Option and Compensation 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.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT ALSO CONSTITUTES A POST-EFFECTIVE AMENDMENT TO REGISTRATION STATEMENT
NO. 333-43185 PREVIOUSLY FILED BY THE REGISTRANT.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by U.S. Foodservice
(formerly JP Foodservice, Inc.) (the "Company" or the "Registrant") with the
Securities and Exchange Commission are hereby incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended June 28, 1997, as amended by Form 10-K/A-1 filed on October 24, 1997;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 27, 1997 and December 27, 1997;
(c) the Company's Current Reports on Form 8-K filed on July 2, 1997,
September 9, 1997, November 7, 1997, November 26, 1997, January 7, 1998, as
amended by Form 8-K/A-1 filed on March 9, 1998, January 29, 1998, February 25,
1998 and March 2, 1998;
(d) the description of the Common Stock which is contained in the
Company's Registration Statement on Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") on December 20, 1996, including any
amendments or reports filed for the purpose of updating such description; and
(e) the description of the preferred share purchase rights attached
to the Common Stock which is contained in the Company's Registration Statement
on Form 8-A filed pursuant to the Exchange Act on December 20, 1996, including
any amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this Registration Statement and to be a part
hereof from the date of filing of such documents.
In addition, any statement contained in a document incorporated or
deemed to be incorporated by reference into this Registration Statement will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in this Registration Statement or any
other subsequently filed document which also is or is deemed to be incorporated
into this Registration Statement modifies or supersedes that statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable. (The Common Stock is registered under Section 12 of
the Exchange Act.)
2
<PAGE>
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. 333-43185).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 Rykoff-Sexton, Inc. 1995 Key Employees Stock Option and
Compensation Plan (incorporated by reference to Rykoff-
Sexton, Inc.'s Registration Statement on Form S-4
(Registration No. 333-02715)).
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, Independent Accountants.
23.2 Consent of KPMG Peat Marwick LLP, Independent Accountants.
23.3 Consent of Price Waterhouse LLP, Independent Accountants.
23.4 Consent of Arthur Andersen LLP, Independent Accountants.
23.5 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. 333-43185).
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 10th day of
March, 1998.
U.S. FOODSERVICE
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, this
Registration Statement has been signed by the following persons, in the
capacities indicated below, on this 10th day of March, 1998.
Signature Title
--------- -----
/s/ James L. Miller
- -------------------------- President, Chairman and
James L. Miller Chief Executive Officer
(Principal Executive Officer)
/s/ Lewis Hay, III
- -------------------------- Executive Vice President and
Lewis Hay, III Chief Financial Officer
(Principal Financial Officer)
/s/ George T. Megas
- -------------------------- Vice President-Finance
George T. Megas (Principal Accounting Officer)
- -------------------------- Director
Matthias B. Bowman
/s/ Michael J. Drabb*
- -------------------------- Director
Michael J. Drabb
- -------------------------- Director
Albert J. Fitzgibbons
/s/ David M. Abramson
- -------------------------- Director
David M. Abramson
/s/ Eric E. Glass*
- -------------------------- Director
Eric E. Glass
/s/ Mark P. Kaiser
- -------------------------- Director
Mark P. Kaiser
/s/ Paul I. Latta, Jr.*
- -------------------------- Director
Paul I. Latta, Jr.
/s/ Dean R. Silverman*
- -------------------------- Director
Dean R. Silverman
- -------------------------- Director
James I. Maslon
- -------------------------- Director
James P. Miscoll
/s/ Jeffrey D. Serkes*
- -------------------------- Director
Jeffrey D. Serkes
- -------------------------- Director
Neil I. Sell
- -------------------------- Director
Bernard Sweet
*By: /s/ George T. Megas
----------------------
George T. Megas
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 Rykoff-Sexton, Inc. 1995 Key Employees Stock Option and Compensation
Plan (incorporated by reference to Rykoff-Sexton, Inc.'s Registration
Statement on Form S-4 (Registration No. 333-02715)).
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, Independent Accountants.
23.2 Consent of KPMG Peat Marwick LLP, Independent Accountants.
23.3 Consent of Price Waterhouse LLP, Independent Accountants.
23.4 Consent of Arthur Andersen LLP, Independent Accountants.
23.5 Consent of Hogan & Hartson L.L.P. (included in the opinion filed as
Exhibit 5.1).
<PAGE>
Exhibit 5.1
-----------
[HOGAN & HARTSON L.L.P.]
March 11, 1998
Board of Directors
U.S. Foodservice
9830 Patuxent Woods Drive
Columbia, Maryland 21046
Gentlemen:
This firm has acted as counsel to U.S. Foodservice (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 105,109 shares (the "Shares") of
common stock, par value $.01 per share, of the Company, issuable under the
Rykoff-Sexton, Inc. 1995 Key Employees Stock Option and Compensation 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. A 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
June 29, 1997 and December 23, 1997, 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
U.S. Foodservice
March 11, 1998
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 (with the Company
having received the consideration thereof, the form of which is in accordance
with applicable law), 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 or about 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
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
U.S. Foodservice:
We consent to the incorporation by reference in this registration statement on
Form S-8 of U.S. Foodservice (formerly JP Foodservice, Inc.) of our report dated
March 4, 1998, relating to the consolidated balance sheet of U.S. Foodservice
and Subsidiaries as of June 28, 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for the year then ended, which
report appears in the Form 8-K/A of U.S. Foodservice dated March 9, 1998.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
March 6, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Valley Industries, Inc. and
Z Leasing company:
We consent to the incorporation by reference in the registration
statement of U.S. Foodservice (formerly JP Foodservice, Inc.) on Form S-8 of our
report dated June 17, 1996, with respect to the combined balance sheets of
Valley Industries, Inc. and Subsidiaries and Z Leasing Company (A General
Partnership) as of January 31, 1996, 1995 and 1994 and the related combined
statements of earnings, stockholders' and partners' equity, and cash flows for
each of the years in the three-year period ended January 31, 1996, which report
appears in the Form 8-K/A of U.S. Foodservice dated March 9, 1998.
KPMG Peat Marwick LLP
Baltimore, Maryland
March 6, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 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 Foods, Inc. which is as of November 14,
1996, which appears on page F-35 of U.S. Foodservice, Inc.'s Form 8-K/A-1 dated
March 9, 1998.
PRICE WATERHOUSE LLP
Linthicum, Maryland
March 6, 1998
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated August 14,
1997, originally included in Rykoff-Sexton, Inc.'s Form 10-K, as amended by Form
10-K/A, for the fiscal year ended June 28, 1997, and subsequently included in
U.S. Foodservice's (formerly JP Foodservice, Inc.) Form 8-K/A-1 dated March 9,
1998, and to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, PA
March 11, 1998
