<PAGE>
As filed with the Securities and Exchange Commission on October 15, 1999
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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SUPERVALU INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0617000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
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SUPERVALU/RICHFOOD STOCK INCENTIVE PLAN
(formerly the Richfood, Inc. Omnibus Stock Incentive Plan
(as assumed by SUPERVALU INC.))
(Full title of the plan)
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John P. Breedlove, Esq.
Secretary
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(612) 828-4000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Title of Proposed Proposed
securities Amount maximum offering maximum aggregate Amount of
to be registered to be registered price per share (1) offering price (1) registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value) 2,076,684 shares $21.21875 $44,064,639 $12,250
================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and (c), based upon the average high and low prices
of the SUPERVALU INC. common stock, as reported on the New York Stock Exchange
on October 14, 1999.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by SUPERVALU INC. (the
"Company") with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
February 27, 1999.
(b) (i) the Company's Quarterly Report on Form 10-Q for the
quarter ended June 19, 1999.
(ii)the Company's Quarterly Report on Form 10-Q for the
quarter ended September 11, 1999.
(iii) the Company's Current Reports on Form 8-K filed July 21,
1999 and September 10, 1999.
(c) the description of the Company's common stock contained in any of
its registration statements filed by it under the Securities Exchange Act of
1934 (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
All documents the Company has filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgments, fines and settlements in connection
with litigation.
Article Eighth of SUPERVALU's certificate of incorporation provides
that a director shall not be liable to SUPERVALU or its stockholders for
monetary damages for a breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to SUPERVALU or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under the Delaware
statutory provision making directors personally liable for unlawful dividends or
unlawful stock repurchases or redemptions, (iv) for any transaction for which
the director derived an improper personal benefit or (v) for any act or omission
occurring prior to the date when such Article Eighth became effective.
Article IX of SUPERVALU's bylaws and SUPERVALU's Directors' and
Officers' Liability Insurance Policy provide for indemnification of the
directors and officers of SUPERVALU against certain liabilities.
<PAGE>
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. Exhibits.
4.1 Restated Certificate of Incorporation of SUPERVALU.
(Incorporated by reference to Exhibit (3)(i) to SUPERVALU's
Annual Report on Form 10-K for the year ended February 26,
1994).
4.2 Restated Bylaws of SUPERVALU. (Incorporated by reference to
Exhibit (3) to SUPERVALU's Quarterly Report for the quarterly
period (12 weeks) ended September 12, 1998).
23.1 Consent of KPMG LLP.
23.2 Consent of Deloitte and Touche LLP.
24 Powers of Attorney.
Item 9. Undertakings.
A. Post-Effective Amendments.
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 of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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 forgoing, 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 of 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; and
(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 (i) and (ii) above will not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
(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.
<PAGE>
B. Subsequent Documents Incorporated by Reference.
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 that is incorporated by reference in the registration statement
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.
C. Claims for Indemnification.
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 other 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.
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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 Minneapolis, State of Minnesota, on October 15, 1999.
SUPERVALU INC.
By /s/ Michael W. Wright
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Michael W. Wright
Chairman of the Board, President and Chief
Executive 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 on October 15, 1999.
Signature Title
/s/ Michael W. Wright Chairman of the Board, President and
- --------------------------------- Chief Executive Officer and Director
Michael W. Wright (principal executive officer)
/s/ Pamela K. Knous Executive Vice President and Chief
- --------------------------------- Financial Officer (principal financial and
Pamela K. Knous accounting officer)
/s/ * Director
- ---------------------------------
Susan E. Engel
/s/ * Director
- ---------------------------------
Richard L. Knowlton
/s/ * Director
- ---------------------------------
Charles M. Lillis
/s/ * Director
- ---------------------------------
Edwin C. Gage
/s/ * Director
- ---------------------------------
William A. Hodder
/s/ * Director
- ---------------------------------
Garnett L. Keith, Jr.
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/s/ * Director
- ---------------------------------
Harriet Perlmutter
/s/ * Director
- ---------------------------------
Steven S. Rogers
/s/ * Director
- ---------------------------------
Carole F. St. Mark
*By /s/ John P. Breedlove
- ---------------------------------
John P. Breedlove
Attorney-in-Fact
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EXHIBIT INDEX
4.1 Restated Certificate of Incorporation of SUPERVALU.
(Incorporated by reference to Exhibit (3)(i) to SUPERVALU's
Annual Report on Form 10-K for the year ended February 26,
1994).
4.2 Restated Bylaws of SUPERVALU. (Incorporated by reference to
Exhibit (3) to SUPERVALU's Quarterly Report for the quarterly
period (12 weeks) ended September 12, 1998).
23.1 Consent of KPMG LLP.
23.2 Consent of Deloitte and Touche LLP.
24 Powers of Attorney.
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Exhibit 23.1
The Board of Directors
SUPERVALU INC.:
We consent to incorporation by reference in this registration statement of
SUPERVALU INC. on Form S-8 of our report dated April 5, 1999, relating to the
consolidated balance sheet of SUPERVALU INC. and subsidiaries as of February 27,
1999, and the related consolidated statement of earnings, stockholders' equity,
and cash flows for the fiscal year then ended, and the related financial
statement schedule, which report appears in the 1999 annual report on Form 10-K
of SUPERVALU INC.
/s/ KPMG LLP
Minneapolis, Minnesota
October 15, 1999
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SUPERVALU INC. on Form S-8 of our reports dated April 6, 1998, appearing in and
incorporated by reference in the Annual Report on Form 10-K of SUPERVALU INC.
for the year ended February 27, 1999.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
October 14, 1999
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael W. Wright, David L.
Boehnen, and John P. Breedlove, and each of them, his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign one or more Registration
Statements on Form S-8, and any or all amendments (including post-effective
amendments) thereto, relating to the issuance of the Common Stock of SUPERVALU
INC. in connection with the assumption by SUPERVALU INC. of certain stock plans
of Richfood Holdings, Inc. pursuant to an Agreement and Plan of Merger, by and
among SUPERVALU INC., Winter Acquisition, Inc., and Richfood Holdings, Inc.,
dated as of June 9, 1999, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and to file the same with such state commissions and other agencies
as necessary, granting unto such attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed on the 13th
day of October, 1999 by the following persons:
/s/ Michael W. Wright /s/ Carole F. St. Mark
- -------------------------------- -------------------------------------
Michael W. Wright Carole F. St. Mark
/s/ William A. Hodder /s/ Steven S. Rogers
- -------------------------------- -------------------------------------
William A. Hodder Steven S. Rogers
/s/ Susan E. Engel /s/ Harriet Perlmutter
- -------------------------------- -------------------------------------
Susan E. Engel Harriet Perlmutter
/s/ Richard L. Knowlton /s/ Garnett L. Keith, Jr.
- -------------------------------- -------------------------------------
Richard L. Knowlton Garnett L. Keith, Jr.
/s/ Charles M. Lillis
- --------------------------------
Charles M. Lillis
/s/ Edwin C. Gage
- --------------------------------
Edwin C. Gage
