<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2000
Registration No.
================================================================================
UNITED STATES
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 of Incorporation) (I.R.S. Employer Identification No.)
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of Principal Executive Offices) (Zip Code)
Richfood Holdings, Inc.
Non-Employee Directors' Stock Option Plan
(Full title of the plan)
Warren E. Simpson
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered price per share (1) price (1) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
($1.00 par value) 45,000 shares $ 14.59375 $ 656,718.75 $ 173.37
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c), based upon the average of the high and
low prices of the Common Stock as reported on the Consolidated Transaction
Reporting System of the New York Stock Exchange on March 10, 2000.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
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 Reports on Form 10-Q for the quarters
ended June 19, 1999, September 11, 1999 and December 4, 1999; and
(ii) the Company's Current Reports on Form 8-K filed July 21,
1999, September 10, 1999 and December 17, 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 restated 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 restated bylaws and SUPERVALU's Directors' and
Officers' Liability Insurance Policy provide for indemnification of the
directors and officers of SUPERVALU against certain liabilities.
1
<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.
23.3 Consent of Ernst & Young 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 estimate 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.
2
<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.
SIGNATURES
The Registrant. 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 March 13,
2000.
SUPERVALU INC.
(Registrant)
By /s/ John P. Breedlove
--------------------------------------
John P. Breedlove
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 13, 2000.
Signature and Title
- -------------------
Name Title
---- -----
/s/ Michael W. Wright Chairman of the Board, President,
- ------------------------------------ Chief Executive Officer and Director
Michael W. Wright (Principal Executive Officer)
/s/ Pamela K.Knous Executive Vice President and
- ------------------------------------ Chief Financial Officer
Pamela K. Knous (Principal Financial and Accounting
Officer)
* Director
- ------------------------------------
Lawrence A. Del Santo
* Director
- ------------------------------------
Susan E. Engel
* Director
- ------------------------------------
Edwin C. Gage
* Director
- ------------------------------------
William A. Hodder
* Director
- ------------------------------------
Garnett L. Keith, Jr.
* Director
- ------------------------------------
Richard L. Knowlton
* Director
- ------------------------------------
Charles M. Lillis
* Director
- ------------------------------------
Harriet Perlmutter
* Director
- ------------------------------------
Steven S. Rogers
* Director
- ------------------------------------
Carole F. St. Mark
* By /s/ John P. Breedlove
-------------------------------
John P. Breedlove
Attorney-in-Fact
3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
- ---------- --------
4.1 Restated Certificate of Incorporation of SUPERVALU. i
(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 ii
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. iv
23.2 Consent of Deloitte & Touche LLP v
23.3 Consent of Ernst & Young LLP vi
24 Powers of Attorney vii-viii
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Exhibit 23.1
CONSENT OF KPMG LLP
The Board of Directors
SUPERVALU INC.
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
Minneapolis, Minnesota
March 9, 2000
iv
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Exhibit 23.2
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement of
SUPERVALU INC. on Form S-8 of the report of Deloitte & Touche LLP dated April
6,1998, appearing in and incorporated by reference in the Annual Report on
Form10-K of SUPERVALU INC. for the year ended February 27, 1999.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
March 9, 2000
v
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in this Registration Statement of
SUPERVALU INC. (Form S-8) of our report dated June 15, 1999 with respect to the
consolidated financial statements and schedule of Richfood Holdings, Inc. as of
May 1, 1999 and May 2, 1998 and for each of the three fiscal years in the period
ended May 1, 1999, included in the Current Report on Form 8-K of SUPERVALU INC.
dated September 10, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
March 13, 2000
vi
<PAGE>
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Michael W. Wright, David L. Boehnen and John P. Breedlove, and each of them, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the undersigned and in his or her name,
place and stead, in any and all capacities (including the undersigned's capacity
as a director and/or officer of SUPERVALU INC., to sign Registration Statements
on Form S-8 for the registration under the Securities Act of 1933, as amended,
of 3,000,000 shares of the Common Stock of SUPERVALU INC. for issuance under the
SUPERVALU INC. 1997 Stock Plan, and up to 45,000 shares of the Common Stock of
SUPERVALU INC. for issuance under the Richfood Holdings Inc. Non-Employee
Directors Stock Option Plan, and any and all amendments (including
post-effective amendments) to such Registration Statements, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
or about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th
day of February, 2000, by the following persons:
Name Title
---- -----
/s/ Michael W. Wright Chairman of the Board, President,
- ------------------------------------ Chief Executive Officer and Director
Michael W. Wright (Principal Executive Officer)
/s/ Pamela K.Knous Executive Vice President and
- ------------------------------------ Chief Financial Officer
Pamela K. Knous (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/ Garrett L. Keith, Jr. Director
- ------------------------------------
Garnett L. Keith, Jr.
vii
<PAGE>
/s/ Richard L. Knowlton Director
- ------------------------------------
Richard L. Knowlton
/s/ Charles M. Lillis Director
- ------------------------------------
Charles M. Lillis
/s/ Harriet Perlmutter Director
- ------------------------------------
Harriet Perlmutter
/s/ Steven S. Rogers Director
- ------------------------------------
Steven S. Rogers
/s/ Carole F. St. Mark Director
- ------------------------------------
Carole F. St. Mark
viii
