As filed with the Securities and Exchange
Commission on June 5, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DOMINICK'S SUPERMARKETS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-3220603
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
505 Railroad Avenue
Northlake, Illinois 60164
(Address of principal executive offices) (Zip Code)
1996 EQUITY PARTICIPATION PLAN
RESTATED 1995 STOCK OPTION PLAN
DIRECTORS DEFERRED COMPENSATION AND RESTRICTED STOCK PLAN
Copy to:
DARREN W. KARST THOMAS C. SADLER, ESQ.
Executive Vice President, Latham & Watkins
Finance and Administration 633 West Fifth Street
Chief Financial Officer Suite 4000
505 Railroad Avenue Los Angeles, California 90071
Northlake, Illinois 60164 (213) 485-1234
(708) 562-1000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
<TABLE>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share (1) Price Fee
- ----------------------------------------------------------------------------------------------
Common Stock 2,066,835 $24.1875 $49,991,572.00 $15,149.00
$.01 par value
- ----------------------------------------------------------------------------------------------
(1) For purposes of computing the registration fee only. Pursuant to Rule(1)
457(h), the Proposed Maximum Offering Price Per Share is based upon
the average of the high and low prices for the Company's Common Stock
on the composite tape for the New York Stock Exchange on June 2, 1997.
</TABLE>
<PAGE>
PART I
Item 1. Plan Information.
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the ``Commission'') by Dominick's Supermarkets, Inc.,
Delaware corporation (the "Company and the "Registrant"), are
incorporated as of their respective dates in this Registration Statement by
reference:
(a) The Company's Annual Report on Form 10-K, as filed with the
Commission on January 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q, as filed with the
Commission on March 11, 1997;
(c) The Company's Quarterly Report on Form 10-Q, as filed with the
Commission on June 3, 1997; and
(d) The description of the common stock, par value $.01 per share
(the "Common Stock"), of the Company contained in the Company's
Registration Statement on Form 8-A, as filed with the
Commission on October 24, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, are incorporated by reference in this Registration
Statement and are a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Corporation Law") gives Delaware corporations broad powers
to indemnify their present and former directors and officers against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings to which they are
parties or are threatened to be made parties by reason of being or having
been such directors or officers, subject to specified conditions and
exclusions; gives a director or officer who successfully defends an action
the right to be so indemnified; and permits a corporation to buy directors'
and officers' liability insurance. Such indemnification is not exclusive
of any other rights to which those indemnified may be entitled under any
by-law, agreement, vote of stockholders or otherwise.
As permitted by Section 145 of the Delaware Corporation Law, Article V
of the Amended and Restated Bylaws of the Company provides for the
indemnification by the Company of its directors, officers, employees and
agents, against liabilities and expenses incurred in connection with
actions, suits or proceeds brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents.
Article VI of the Company's Amended and Restated Certificate of
Incorporation provides that to the fullest extent permitted by the Delaware
Corporation Law as the same exists or may hereafter be amended, a director
of the Company shall not be liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director.
The Company has entered into, or intends to enter into, agreements to
indemnify its directors and executive officers in addition to the
indemnification provided for in the Restated Certificate of Incorporation
and Bylaws. These agreements, among other things, will indemnify the
Company's directors and executive officers for certain expenses (including
attorneys' fees) and all losses, claims, liabilities, judgments, fines and
settlement amounts incurred by such person arising out of or in connection
with such person's service as a director or officer of the Company to the
fullest extent permitted by applicable law.
Policies of insurance may be obtained and maintained by the Company
under which its directors and officers will be insured, within the limits
and subject to the limitations of the policies, against certain expenses in
connection with the defense of, and certain liabilities which might be
imposed as a result of, actions, suits or proceedings to which they are
parties by reason of being or having been such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
4.1 Specimen Common Stock Certificate (Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement on Form S-
1, Number 333-14995)
5.1 Opinion of Latham & Watkins
23.1 Consent of Ernst & Young LLP
23.2 Consent of Latham & Watkins (included as part of Exhibit 5.1)
24.1 Power of Attorney (included on page 6)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the ``Calculation of Registration Fee ''
table in the effective Registration Statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply to information included in a post-effective amendment by those
paragraphs contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Dominick's Supermarkets, Inc. 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
Northlake, State of Illinois, on June 5, 1997.
DOMINICK'S SUPERMARKETS, INC.
By: /s/ Robert A. Mariano
Robert A. Mariano
President and Chief Executive Officer
Power of Attorney
Each person whose signature appears below appoints Robert A. Mariano,
Darren W. Karst and Patrick L. Graham and each of them, as his or her true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any or all amendments (including post-
effective amendments), to this Registration Statement, and to file the
same, with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission granting unto each said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing, requisite and necessary to be done in and about
the foregoing, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or his or her substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- --------------------- ------------
/s/ Ronald W. Burkle Chairman of the Board June 5, 1997
Ronald W. Burkle
/s/ Robert A. Mariano Chief Executive Officer, June 5, 1997
Robert A. Mariano President, Director
/s/ Darren W. Karst Executive Vice President, June 5, 1997
Darren W. Karst Chief Financial Officer
(Principal Accounting Officer),
Secretary, Director
/s/ Evan Bayh Director June 5, 1997
Evan Bayh
<PAGE>
/s/ Grace Barry Director June 5, 1997
Grace Barry
/s/ Peter P. Copses Director June 5, 1997
Peter P. Copses
/s/ Linda McLoughlin Figel Director June 5, 1997
Linda McLoughlin Figel
/s/ Patrick L. Graham Director June 5, 1997
Patrick L. Graham
/s/ David B. Kaplan Director June 5, 1997
David B. Kaplan
/s/ Antony P. Ressler Director June 5, 1997
Antony P. Ressler
/s/ Ira L. Tochner Director June 5, 1997
Ira L. Tochner
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
4.1 Specimen Common Stock Certificate (Incorporated by reference
to Exhibit 4.1 to the Company's Registration Statement on Form
S-1, Number 333-14995)
5.1 Opinion of Latham & Watkins 9
23.1 Consent of Ernst & Young LLP 10
23.2 Consent of Latham & Watkins (included as part of Exhibit 5.1) 9
24.1 Power of Attorney (included on page 6)
<PAGE>
Exhibit 5.1
[Latham & Watkins Letterhead]
June 5, 1997
Dominick's Supermarkets, Inc.
505 Railroad Avenue
Northlake, Illinois 60164
Re: Dominick's Supermarkets, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "Registration Statement"), which you intend to file with
the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 2,066,835 shares of Common
Stock, par value $.01 per share (the "Shares"), to be issued by Dominick's
Supermarkets, Inc. (the "Company) under the 1996 Equity Participation Plan, the
Restated 1995 Stock Option Plan and the Directors Deferred Compensation and
Restricted Stock Plan (collectively, the "Plans") of the Company. We are
familiar with the proceedings undertaken in connection with the
authorization, issuance and sale of the Shares. Additionally, we have
examined such questions of law and fact as we have considered necessary or
appropriate for purposes of rendering this opinion.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized, and upon the issuance of Shares under the terms
of the Plans and delivery and payment therefor of consideration at least
equal to the aggregate par value of the Shares issued, such Shares will be
validly issued, fully paid and non-assessable.
We consent to your filing this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Latham & Watkins
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1996 Equity Participation Plan, the
Restated 1995 Stock Option Plan and the Director's Deferred Compensation and
Resrticted Stock Plan of Dominick's Supermarkets, Inc. of our report dated
December 17, 1996 (except for Notes 5, 6 and 12 as to which the date is January
2, 1997) with respect to the consolidated financial statements of Dominick's
Supermarkets, Inc. included in the Annual Report (Form 10-K) for the year ended
November 2, 1996.
/s/ Ernst & Young LLP
Chicago, Illinois
June 4, 1997
