<PAGE>
As filed with the Securities and Exchange Commission on August 25, 2000
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0617000
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11840 Valley View Road 55344
Eden Prairie, Minnesota (Zip Code)
(Address of Principal Executive Offices)
RICHFOOD HOLDINGS, INC. SAVINGS & STOCK OWNERSHIP PLAN, AS AMENDED
(Full title of the Plan)
RICHFOOD OF PENNSYLVANIA INVESTMENT OPPORTUNITY PLAN, AS AMENDED
(Full title of the Plan)
METRO FOOD STORES 401(K) PLAN FOR RETAIL UNION EMPLOYEES, AS AMENDED
(Full title of the Plan)
FARM FRESH, INC. RETIREMENT SAVINGS PLAN, AS AMENDED
(Full title of the Plan)
Warren E. Simpson, Esq.
Senior Corporate Counsel and Assistant Secretary
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(952) 828-4000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of securities to be Amount to be Proposed Proposed Amount of
registered registered maximum offering maximum registration
/(1)/ price aggregate offering fee
per share /(2)/ price /(2)/
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.00 par 216,000 shares $15.40625 $3,327,750 $878.53
value)
======================================================================================================
</TABLE>
(1) The number of shares being registered for each plan is as follows: 160,000
shares for the Richfood Holdings, Inc. Savings & Stock Ownership Plan, as
amended; 21,000 shares for the Richfood of Pennsylvania Investment
Opportunity Plan, as amended; 31,000 shares for the Metro Food Stores 401(k)
Plan for Retail Union Employees, as amended; and 4,000 shares for the Farm
Fresh, Inc. Retirement Savings Plan, as amended. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this Registration Statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans named herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h)(1) and (c), based upon the
average of the high and low prices of the registrant's Common Stock on the
New York Stock Exchange as reported in the consolidated transaction
reporting system on August 24, 2000.
<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")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 26, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended June
17, 2000.
(c) The Company's Current Report on Form 8-K dated April 17, 2000.
(d) The description of the Company's Common Stock contained in any
registration statement filed by the Company under the Exchange Act,
including any amendment or report filed by the Company under the
Exchange Act for the purpose of updating such description.
All documents filed by the Company or by the Richfood Holdings, Inc.
Savings & Stock Ownership Plan, as amended, the Richfood of Pennsylvania
Investment Opportunity Plan, as amended, the Metro Food Stores 401(K) Plan for
Retail Union Employees, as amended, and the Farm Fresh, Inc. Retirement Savings
Plan, as amended (the "Plans") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date hereof 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 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 certain expenses, judgments, fines and settlements in
connection with threatened, pending or completed actions, suits or proceedings,
whether civil, criminal, administrative or investigative.
Article Eighth of the Company's Restated Certificate of Incorporation
provides that a director shall not be liable to the Company 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 the Company 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.
II-1
<PAGE>
Article IX of the Company's Restated Bylaws, as amended, and the Company's
Directors' and Officers' Liability Insurance Policy provide for indemnification
of the directors and officers of the Company against certain liabilities.
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 (incorporated by reference to
Exhibit (3)(i) to the Company's Annual Report on Form 10-K for the
fiscal year ended February 26, 1994).
4.2 Restated Bylaws, as amended (incorporated by reference to Exhibit (3)
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 12, 1998).
4.3 Rights Agreement between the Company and Norwest Bank Minnesota, N.A.,
as Rights Agent, dated as of April 12, 2000, including as Exhibit B
the forms of Rights Certificate and Election to Exercise (incorporated
by reference to Exhibit 4.1 to the Company's Current Report on Form 8-
K dated April 17, 2000).
5.1 Opinion of Counsel.
5.2 Determination Letter from the Internal Revenue Service with respect to
qualification of the Richfood Holdings, Inc. Savings & Stock Ownership
Plan, as amended, under Section 401 of the Internal Revenue Code of
1986, as amended.
5.3 Determination Letter from the Internal Revenue Service with respect to
qualification of the SUPER Rite Foods Employee Investment Opportunity
Plan (now known as the Richfood of Pennsylvania Investment Opportunity
Plan, as amended), under Section 401 of the Internal Revenue Code of
1986, as amended.
5.4 Determination Letter from the Internal Revenue Service with respect to
qualification of the Super Rite Foods, Inc., Investment Opportunity
Plan for Retail Union Employees (now known as the Metro Food Stores
401(K) Plan for Retail Union Employees, as amended), under Section 401
of the Internal Revenue Code of 1986, as amended.
5.5 Determination Letter from the Internal Revenue Service with respect to
qualification of the Farm Fresh, Inc. Retirement Savings Plan, as
amended, under Section 401 of the Internal Revenue Code of 1986, as
amended.
23.1 Consent of KPMG LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Counsel (contained in Exhibit 5.1 to this Registration
Statement).
24.1 Power of Attorney.
II-2
<PAGE>
The registrant hereby undertakes to submit any amendments to the Plans to
the Internal Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plans under Section 401 of
the Internal Revenue Code of 1986, as amended.
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 of 1933;
(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 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 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 (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of the Plans' respective annual
reports pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 of
1933 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 of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
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 Eden Prairie, State of Minnesota, on August 25, 2000.
SUPERVALU INC.
By: /s/ Michael W.Wright
----------------------------------------
Michael W. Wright
Chairman of the Board, and
Chief Executive Officer (principal
executive officer) and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title
--------- -----
/s/ Michael W. Wright Chairman of the Board and Chief Executive
----------------------------------
Michael W. Wright Officer (principal executive officer) and
Director
/s/ Pamela K. Knous Executive Vice President and Chief
----------------------------------
Pamela K. Knous Financial Officer (principal financial
and accounting officer)
/s/ Lawrence A. Del Santo* Director
----------------------------------
Lawrence A. Del Santo
/s/ Susan E.Engel* Director
----------------------------------
Susan E. Engel
/s/ Edwin C.Gage* Director
----------------------------------
Edwin C. Gage
/s/ William A. Hodder* Director
----------------------------------
William A. Hodder
/s/ Garnett L. Keith, Jr.* Director
----------------------------------
Garnett L. Keith, Jr.
/s/ Richard L. Knowlton* Director
----------------------------------
Richard L. Knowlton
/s/ Charles M. Lillis* Director
----------------------------------
Charles M. Lillis
II-5
<PAGE>
/s/ Harriet Perlmutter* Director
----------------------------------
Harriet Perlmutter
/s/ Steven S.Rogers * Director
----------------------------------
Steven S. Rogers
*By: /s/ John P. Breedlove
------------------------
John P. Breedlove
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plans) have duly caused
this Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on
August 25, 2000.
RICHFOOD HOLDINGS, INC. SAVINGS & STOCK OWNERSHIP PLAN, AS AMENDED
By: Richfood Holdings, Inc, the Plan Administrator
and a Subsidiary of SUPERVALU INC.,
By: /s/ Ronald C. Tortelli
--------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
RICHFOOD OF PENNSYLVANIA INVESTMENT OPPORTUNITY PLAN, AS AMENDED
By: Richfood Holdings, Inc, the Plan Administrator
and a Subsidiary of SUPERVALU INC.,
By: /s/ Ronald C. Tortelli
--------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
METRO FOOD STORES 401(K) PLAN FOR RETAIL UNION EMPLOYEES, AS AMENDED
By: Richfood Holdings, Inc, the Plan Administrator
and a Subsidiary of SUPERVALU INC.,
By: /s/ Ronald C. Tortelli
--------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
FARM FRESH, INC. RETIREMENT SAVINGS PLAN, AS AMENDED
By: Richfood Holdings, Inc, the Plan Administrator
and a Subsidiary of SUPERVALU INC.,
By: /s/ Ronald C. Tortelli
--------------------------------------
Ronald C. Tortelli
Senior Vice President, Human Resources
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
------------- ----------- ----
<S> <C> <C>
4.1 Restated Certificate of Incorporation (incorporated by reference Previously filed
to Exhibit (3)(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended February 26, 1994).
4.2 Restated Bylaws, as amended (incorporated by reference to Exhibit Previously filed
(3) to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 12, 1998).
4.3 Rights Agreement between the Company and Norwest Bank Minnesota, Previously filed
N.A., as Rights Agent, dated as of April 12, 2000, including as
Exhibit B the forms of Rights Certificate and Election to Exercise
(incorporated by reference to Exhibit 4.1 to the Company's Current
Report on Form 8-K dated April 17, 2000).
5.1 Opinion of Counsel. Filed electronically
5.2 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the Richfood Holdings, Inc. Savings &
Stock Ownership Plan, as amended, under Section 401 of the
Internal Revenue Code of 1986, as amended.
5.3 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the Super Rite Foods Employee
Investment Opportunity Plan (now known as the Richfood of
Pennsylvania Investment Opportunity Plan, as amended), under
Section 401 of the Internal Revenue Code of 1986, as amended.
5.4 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the Super Rite Foods, Inc. Investment
Opportunity Plan for Retail Union Employees (now known as the
Metro Food Stores 401(K) Plan For Retail Union Employees, as
amended), under Section 401 of the Internal Revenue Code of 1986,
as amended.
5.5 Determination Letter from the Internal Revenue Service with Filed electronically
respect to qualification of the Farm Fresh, Inc. Retirement
Savings Plan, as amended, under Section 401 of the Internal
Revenue Code of 1986, as amended.
23.1 Consent of KPMG LLP. Filed electronically
23.2 Consent of Deloitte & Touche LLP. Filed electronically
23.3 Consent of Counsel (contained in Exhibit 5.1 to this Registration Filed electronically
Statement).
24.1 Power of Attorney. Filed electronically
</TABLE>
