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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 1999
U.S. FOODSERVICE
(Exact name of registrant as specified in its charter)
Delaware 0-24954 52-1634568
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
9755 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 312-7100
Not applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
By filing this Current Report on Form 8-K, U.S. Foodservice is
undertaking to meet the requirements of Rule 416(b) and Item 512(a) of
Regulation S-K under the Securities Act of 1933 with respect to its
Registration Statements Nos. 333-81323 and 333-67553. U.S. Foodservice is also
hereby stating the operation of Rule 416(a) under the Securities Act on the
shares of common stock registered on its Registration Statement Nos. 333-78209,
333-47759, 333-43185, 333-37359, 33-81011, 33-88146, 33-88144, 33-88142 and 33-
88140 for issuance pursuant to the benefit plans of U.S. Foodservice. On August
4, 1999, U.S. Foodservice effected a two-for-one split of its common stock by
paying a common stock dividend to the holders of record of the common stock on
July 20, 1999 (the "1999 Stock Dividend").
Under Rule 416(b), if additional securities are issued as a result of a
stock split prior to completion of the distribution of the securities covered by
a registration statement, the additional securities are covered by the
registration statement, provided that the registration statement is amended.
Under Rule 416(a), if a registration statement purports to register securities
to be offered pursuant to terms which provide for a change in the amount of
securities being offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions, that registration statement is
deemed, unless otherwise expressly provided, to cover the additional securities
to be offered or issued in connection with any such provision.
Registration Statement No. 333-81323 became effective on July 8, 1999.
This Registration Statement registered 1,053,462 shares of common stock and
carried forward from Registration Statement No. 333-67553, pursuant to Rule 429
under the Securities Act of 1933, 1,093,402 shares of common stock for resale by
the stockholders of U.S. Foodservice named therein. Pursuant to Rule 416(b),
this Registration Statement is deemed to cover the additional shares of common
stock that are issuable as a result of the 1999 Stock Dividend.
Registration Statement No. 333-67553 became effective on March 1, 1999
and registered 1,446,600 shares of common stock for resale by the stockholders
of U.S. Foodservice named therein. Pursuant to Rule 416(b), this Registration
Statement is deemed to cover the additional shares of common stock that are
issuable as a result of the 1999 Stock Dividend.
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Registration Statement No. 333-78209 became effective on May 11, 1999
and registered 1,700,000 shares of common stock issuable pursuant to the U.S.
Foodservice 1994 Stock Incentive Plan, 160,000 shares of common stock issuable
pursuant to the U.S. Foodservice Stock Option Plan for Outside Directors and
1,000,000 shares of common stock issuable pursuant to the U.S. Foodservice 1998
Stock Option and Incentive Plan. Pursuant to Rule 429 under the Securities Act
of 1933, this Registration Statement also carried forward 234,418 shares of
common stock from Registration Statement No. 033-88142 and 34,918 shares of
common stock from Registration Statement No. 033-88140. Pursuant to Rule 416(a),
this Registration Statement is deemed to cover the additional shares of common
stock that are issuable as a result of the 1999 Stock Dividend.
Registration Statement No. 333-47759 became effective on March 11, 1998
and registered 105,109 shares of common stock issuable pursuant to the Rykoff-
Sexton, Inc. 1995 Key Employees Stock Option and Compensation Plan. Pursuant to
Rule 416(a), this Registration Statement is deemed to cover the additional
shares of common stock that are issuable as a result of the 1999 Stock Dividend.
Registration Statement No. 333-43185 became effective on December 24,
1997 and registered 9,932 shares of common stock issuable pursuant to the 1980
Stock Option Plan, 928,956 shares of common stock issuable pursuant to the 1988
Stock Option and Compensation Plan, as amended, 140,759 shares of common stock
issuable pursuant to the Rykoff-Sexton, Inc. 1993 Director Stock Option Plan,
35,650 shares of common stock issuable pursuant to the 1995 Key Employees Stock
Option and Compensation Plan, 125,286 shares of common stock issuable pursuant
to the Amended and Restated U.S. Foodservice Inc. 1992 Stock Option Plan,
137,451 shares of common stock issuable pursuant to the Amended and Restated
U.S. Foodservice Inc. 1993 Stock Option Plan and 94,235 shares of common stock
issuable pursuant to the Amended and Restated Management Stock Option Plan of WS
Holdings Corporation. Pursuant to Rule 416(a), this Registration Statement is
deemed to cover the additional shares of common stock that are issuable as a
result of the 1999 Stock Dividend.
Registration Statement No. 333-37359 became effective on October 7,
1997 and registered 500,000 shares of common stock for issuance or purchase
pursuant to the JP Foodservice, Inc. 1994 Employee Stock Purchase Plan. Pursuant
to Rule 416(a), this Registration Statement is deemed to cover the additional
shares of common stock that may be issued or purchased as a result of the 1999
Stock Dividend.
Registration Statement No. 33-81011 became effective on December 29,
1995 and registered 1,000,000 shares of common stock for issuance or purchase
pursuant to the JP Foodservice, Inc. 401(k) Retirement Savings Plan. Pursuant to
Rule 416(a), this Registration Statement is deemed to cover the additional
shares of common stock that may be issued or purchased as a result of the 1999
Stock Dividend.
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Registration Statement No. 33-88146 became effective on December 30,
1994 and registered 300,000 shares of common stock for issuance or purchase
pursuant to the JP Foodservice, Inc. 401(k) Retirement Savings Plan. Pursuant to
Rule 416(a), this Registration Statement is deemed to cover the additional
shares of common stock that may be issued or purchased as a result of the 1999
Stock Dividend.
Registration Statement No. 33-88144 became effective on December 30,
1994 and registered 100,000 shares of common stock for issuance or purchase
pursuant to the JP Foodservice, Inc. 1994 Employee Stock Purchase Plan. Pursuant
to Rule 416(a), this Registration Statement is deemed to cover the additional
shares of common stock that may be issued or purchased as a result of the 1999
Stock Dividend.
Registration Statement No. 33-88142 became effective on December 30,
1994 and registered 500,000 shares of common stock issuable pursuant to the JP
Foodservice, Inc. 1994 Stock Incentive Plan. Pursuant to Rule 416(a), this
Registration Statement is deemed to cover the additional shares of common stock
that are issuable as a result of the 1999 Stock Dividend.
Registration Statement No. 33-88140 became effective on December 30,
1994 and registered 40,000 shares of common stock issuable pursuant to the JP
Foodservice, Inc. Stock Option Plan for Outside Directors. Pursuant to Rule
416(a), this Registration Statement is deemed to cover the additional shares of
common stock that are issuable as a result of the 1999 Stock Dividend.
Each share of common stock registered pursuant to the foregoing
Registration Statements has attached to it one preferred share purchase right
issuable under the U.S. Foodservice rights agreement. The number of preferred
share purchase rights so issuable has increased as a result of the 1999 Stock
Dividend.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. FOODSERVICE
Date: August 4, 1999 By: /s/ George T. Megas
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George T. Megas,
Senior Vice President and
Chief Financial Officer
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