Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SPARTAN STORES, INC.
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State or Other Jurisdiction of
Incorporation or Organization) | | 38-0593940
(IRS Employer
Identification Number) |
| | | |
850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan
(Address of Principal Executive Offices) | |
49518
(Zip Code)
|
Spartan Stores, Inc. Savings Plus Plan
Spartan Stores, Inc. Savings Plus Plan for Union Associates
(Full Title of the Plan)
Alex J. DeYonker
Executive Vice President,
General Counsel and Secretary
Spartan Stores, Inc.
850 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan 49518
(Name and Address of Agent for Service) | Copies to: | Gordon R. Lewis
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487 |
(616) 878-2180
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
|
Amount to be
Registered(1)
|
Proposed
Maximum
Offering Price
Per Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount of
Registration Fee
|
Spartan Stores, Inc.
Savings Plus Plan
Common Stock,
no par value
Spartan Stores, Inc.
Savings Plus Plan
for Union
Associates
Common Stock,
no par value
|
500,000 shares
200,000 shares
|
$26.78
$26.78
|
$13,390,000
$ 5,356,000
|
$411.07
$164.43
|
(1) | 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 plan(s) described herein. |
| | |
(2) | Estimated solely for the purpose of calculating the registration fee. On August 13, 2007, the average of the high and low prices of Spartan Stores, Inc. Common Stock reported on The NASDAQ Global Market was $26.78 per share. The registration fee is computed in accordance with Rule 457(h) and (c) under the Securities Act of 1933. |
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 is filed by Spartan Stores, Inc. (the "Company"), pursuant to General Instruction E to Form S-8 under the Securities Act of 1933 to register additional shares of the Company's Common Stock, no par value ("Common Stock"), to be issued under the Company's Savings Plus Plan and Savings Plus Plan for Union Associates. The Company previously registered 400,000 shares of Common Stock to be issued under the Savings Plus Plan and 150,000 shares of Common Stock to be issued under the Savings Plus Plan for Union Associates pursuant to the Company's Registration Statement on a Form S-8 (File No. 333-66430), filed on August 1, 2001 and 1,000,000 shares of Common Stock to be issued under the Savings Plus Plan and 500,000 shares of Common Stock to be issued under the Savings Plus Plan for Union Associates pursuant to the Company's Registration Statement on Form S-8 (File No. 333-100794), filed October 28, 2002. The content s of these previously filed Form S-8 Registration Statements, as amended, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following exhibits are filed or incorporated by reference as part of this registration statement:
Exhibit
Number | |
Document
|
| | | |
5.1 | | Legal Opinion. An opinion of counsel is not required pursuant to Item 8(a) of Form S-8 because shares of Common Stock registered will not be original issuance securities. |
| | | |
5.2 | | Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference. |
| | | |
5.3 | | Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan for Union Associates. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference. |
| | | |
23 | | Consent of Deloitte & Touche LLP. |
| | | |
24 | | Powers of Attorney. |
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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 Grand Rapids, State of Michigan, on August 14, 2007.
| | SPARTAN STORES, INC.
(Registrant) |
| | |
| | |
| | By: | /s/ Craig C. Sturken
|
| | | Craig C. Sturken
Chairman, President and Chief Executive
Officer
(Principal Executive Officer) |
| | | |
| | By: | /s/ David M. Staples
|
| | | David M. Staples
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and Principal
Accounting Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
August 14, 2007 | | By | *
|
| | | | M. Shân Atkins
Director |
| | | |
| | | |
August 14, 2007 | | By | *
|
| | | | Dr. Frank M. Gambino
Director |
| | | |
| | | |
August 14, 2007 | | By | *
|
| | | | Frederick J. Morganthall, II
Director |
- -4-
| | | |
August 14, 2007 | | By | *
|
| | | | Elizabeth A. Nickels
Director |
| | | |
| | | |
| | | |
August 14, 2007 | | By | *
|
| | | | Timothy J. O'Donovan
Director |
| | | |
| | | |
August 14, 2007 | | By | *
|
| | | | Kenneth T. Stevens
Director |
| | | |
| | | |
August 14, 2007 | | By | /s/ Craig C. Sturken
|
| | | | Craig C. Sturken
Chairman, President, Chief Executive
Officer and Director
(Principal Executive Officer) |
| | | |
| | | |
August 14, 2007 | | By | *
|
| | | | James F. Wright
Director |
| | | |
| | | |
August 14, 2007 | | By | /s/ David M. Staples
|
| | | | David M. Staples
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Accounting Officer) |
*By | /s/ Alex J. DeYonker
| |
| | Alex J. DeYonker
Attorney-in-Fact | |
The Plan. 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
- -5-
statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on this August 14, 2007.
| | | SPARTAN STORES, INC. SAVINGS PLUS PLAN |
| | | | |
| | | By: | SPARTAN STORES, INC. |
| | | | Plan Administrator |
| | | | |
| | | | By: | /s/ Linda Esparza
|
| | | | | Linda Esparza, Vice President - Human
Resources |
| | | |
| | | SPARTAN STORES, INC. SAVINGS PLUS PLAN
FOR UNION ASSOCIATES |
| | | |
| | | By: | SPARTAN STORES, INC. |
| | | | Plan Administrator |
| | | | |
| | | | By: | /s/ Linda Esparza,
|
| | | | | Linda Esparza, Vice President - Human
Resources |
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EXHIBITINDEX
Exhibit
Number | |
Document |
| | | |
5.1 | | Legal Opinion. An opinion of counsel is not required pursuant to Item 8(a) of Form S-8 because shares of Common Stock registered will not be original issuance securities. |
| | | |
5.2 | | Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference. |
| | | |
5.3 | | Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan for Union Associates. Previously filed as an exhibit to Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference. |
| | | |
23 | | Consent of Deloitte & Touche LLP. |
| | | |
24 | | Powers of Attorney. |
