As filed with the Securities and Exchange Commission on September 24,
1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMART & FINAL INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4079584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 Citadel Drive
Commerce, California 90040
(Address, including zip code, of Registrant's principal executive offices)
SMART & FINAL INC. LONG-TERM EQUITY COMPENSATION PLAN
SMART & FINAL INC. NON-EMPLOYEE DIRECTOR STOCK PLAN
(Full titles of the plans)
Donald G. Alvarado, Esq.
Senior Vice President, General Counsel & Secretary
Smart & Final Inc.
600 Citadel Drive
Commerce, California 90040
(323) 869-7500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Title of Amount Offering Maximum Amount of
Securities to to be Price Aggregate Registration
be Registered Registered(1) Per Share(2) Offering Price (2) Fee
- --------------------------------------------------------------------------------
Common Stock,
$0.01 par value 1,308,595 $9.6822 $12,670,078.51 $3,522.28
- --------------------------------------------------------------------------------
(1) Includes 1,200,000 shares to be registered under the Smart & Final Inc.
Long-Term Equity Compensation Plan (the "Compensation Plan"), and 108,595 shares
to be registered under the Smart & Final Inc. Non-Employee Director Stock Plan
(the "Director Plan"). Excludes 1,270,000 shares reserved under the Compensation
Plan and 16,405 shares reserved under the Director Plan as previously registered
on Form S-8 Registration Statement No. 333-35243.
(2) The Proposed Maximum Offering Price Per Share was estimated in part
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"), and, in part, pursuant to Rule 457(c) under the Securities
Act. With respect to 801,705 shares subject to outstanding options to purchase
Common Stock under the Compensation Plan, the Proposed Maximum Offering Price
Per Share was estimated pursuant to Rule 457(h), under which the per share price
of options to purchase stock under an employee stock option plan may be
estimated by reference to the exercise price of such options. The weighted
average exercise price of the 801,705 shares subject to outstanding options
under the Compensation Plan is $9.58. With respect to the (i) 398,295 shares of
Common Stock available for future grant under the Compensation Plan, (ii) 22,005
shares of Common Stock previously issued under the Director Plan (but not
registered on Form S-8) and included in the reoffer prospectus filed herewith,
and (iii) 86,590 shares of Common Stock available for issuance under the
Director Plan, the estimated Proposed Maximum Offering Price Per Share was
estimated pursuant to Rule 457(c) whereby the per share price was determined by
reference to the average between the high and low price reported on the New York
Stock Exchange on September 22, 1999, which average was $9.84375. The number
referenced in the table above under "Proposed Maximum Offering Price Per Share"
represents a weighted average of the foregoing estimates calculated in
accordance with Rules 457(h) and 457(c).
EXPLANATORY NOTE TO FORM S-8 REGISTRATION STATEMENT
A reoffer prospectus, relating to certain previously issued shares and prepared
in accordance with the requirements of Part I of Form S-3, is hereby filed with
the Commission in the form set forth immediately below, as part of this
Registration Statement. The Section 10(a) prospectus, to be delivered to
participating employees under the plans to which this registration statement
relates, is omitted from this Registration Statement in accordance with Rule 428
under the Securities Act of 1933, as amended, and the Note to Part I of Form S-
8.
PROSPECTUS
SMART & FINAL INC.
22,005 Shares of Common Stock
The selling stockholders named below in this prospectus are selling 22,005
shares of Smart & Final common stock that were previously issued to them under
the Smart & Final Non-Employee Director Stock Plan. Smart & Final will not
receive any proceeds from the sale of these 22,005 shares.
Our common stock is traded on the New York Stock Exchange under the symbol
"SMF". On September 22, 1999, the last reported sale price for the common stock
was $9.875 per share.
Investing in Smart & Final common stock involves certain risks referred to
under the caption "Risks and Forward Looking Statements" in this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is September 24, 1999.
1
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information different from that contained in this prospectus. This prospectus is
not an offer to sell or a solicitation of an offer to buy any securities in any
state or other jurisdiction in which the offer or solicitation is not permitted.
You should not assume that the information in this prospectus is accurate as of
any date other than the date of this prospectus.
In this prospectus, "Smart & Final," "we," "us" and "our" refer to Smart &
Final Inc. and its consolidated subsidiaries, unless the context specifically
indicates otherwise.
Table of Contents
Page
----
Available Information 2
Smart & Final Inc. 3
Risks and Forward Looking Statements 3
Selling Stockholders 4
Plan of Distribution 5
Experts 6
Available Information
We file annual, quarterly and special reports and other information with
the Securities and Exchange Commission (the "SEC"). You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our recent SEC filings also
are available to you at the SEC's web site at http://www.sec.gov.
This prospectus, which constitutes a part of a registration statement on
Form S-8 filed by us with the SEC under the Securities Act of 1933, omits
certain of the information set forth in the registration statement.
Accordingly, for further information, you should refer to the registration
statement and its exhibits on file with the SEC. Furthermore, statements
contained in this prospectus concerning any document filed as an exhibit are not
necessarily complete and, in each instance, we refer you to the copy of such
document filed as an exhibit to the registration statement.
The SEC allows us to incorporate by reference the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and information that we file later with the SEC
will automatically update and supersede the information in this prospectus.
Accordingly, we incorporate by reference the documents listed below and, until
this offering has been completed, any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934: (1)
Annual Report on Form 10-K for the year ended January 3, 1999, as amended on
Form 10-K/A filed on April 2,
2
1999; (2) Quarterly Report on Form 10-Q for the fiscal quarter ended March 28,
1999; (3) Quarterly Report on Form 10-Q for the fiscal quarter ended June 20,
1999; (4) Current Reports on Form 8-K filed February 25, 1999 and March 4, 1999;
and (5) the description of the common stock contained in Smart & Final's
Registration Statement on Form 8-A filed with the SEC on July 19, 1991, and any
subsequent filing which updates the description.
We will provide each person to whom this prospectus is delivered, including
any beneficial owner of our shares, copies of these filings, upon request at no
cost, by writing or telephoning us at the address set forth below. You may also
obtain certain of these documents by accessing our web site at
http://www.smartandfinal.com.
Smart & Final Inc., 600 Citadel Drive, City of Commerce, California 90040
Attention: Corporate Communications (323) 869-7500
Smart & Final Inc.
Smart & Final operates its business in two segments, stores and
foodservice, through a number of subsidiary corporations.
Smart & Final operated 209 non-membership warehouse grocery stores at the
end of fiscal 1998 in California, Oregon, Washington, Arizona, Nevada, Idaho,
and Florida. Smart & Final also operated six stores in Mexico through a joint
venture with a Mexican company. The stores offer a selection of approximately
10,000 food items, supplies and equipment, primarily in institutional sizes and
quantities targeted at small food service businesses and other customer groups.
Smart & Final also operates traditional foodservice distribution businesses
through several subsidiaries and divisions in northern California and Florida.
These businesses offer a broad assortment of fresh, frozen and dry foods along
with other consumable supplies, food related services, and restaurant equipment.
Customers include restaurants, coffee shops, institutions, hotels and cruise
ships.
Risks and Forward Looking Statements
Smart & Final encourages you to review the financial statements and other
information provided in the reports and other documents it files under the
Securities Exchange Act of 1934, as described under "Available Information" in
this prospectus. We have also described certain risks relating to our business
and investing in our stock in the final prospectus filed with the SEC on May 14,
1999, pursuant to a registration statement on Form S-3 filed with the SEC on
April 2, 1999 and amended on May 4, 1999, relating to a rights offering we
completed in June 1999.
You should carefully consider the risks of investing in Smart & Final
common stock before deciding to purchase shares offered by this prospectus. Our
shares are subject to significant investment risks. Many factors, including the
risks we have identified in filings
3
we make with the SEC and other risks we have not recognized, could cause Smart &
Final's operating results to be different from our expectations and plans.
Documents referred to or incorporated by reference in this prospectus may
contain certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Our statements of plans, intentions, objectives and future economic or
operating performance contained in this prospectus are forward-looking
statements. Forward-looking statements include but are not limited to statements
containing terms such as "believes," "does not believe," "no reason to believe,"
"expects," "plans," "intends," "estimates," "anticipated" or "anticipates."
Forward-looking statements involve known and unknown risks and
uncertainties which may cause our actual results in future periods to differ
materially from results anticipated in the forward-looking statements. To the
extent we make cautionary statements in documents incorporated by reference in
this prospectus, you should read these cautionary statements as being applicable
to all related forward-looking statements wherever they appear in the materials
referred to in this prospectus or the materials incorporated by reference into
this prospectus. No forward-looking statement is a guarantee or promise of
future performance.
Selling Stockholders
The following individuals are eligible under this prospectus to sell the
number of shares of common stock stated in the table below under "Shares
Registered for Sale." Each individual may elect to sell all, a portion, or none
of the shares indicated. Each individual named is or was a "non-employee"
member of the Smart & Final Board of Directors.
Shares Shares Shares
Name Owned Before Registered Owned After
Offering For Sale Offering
- ---- -------- -------- ---------
Pierre B. Bouchut 25,938 2,445 23,493
Jean-Louis Bourgier 9,740 1,490 8,250
Christian P. Couvreux 11,082 1,490 9,592
Timm F. Crull 27,504 2,445 25,059
James S. Gold 30,050 2,445 27,605
Antoine Guichard 3,522 2,445 1,077
David J. McLaughlin 35,153 2,445 32,708
Thomas G. Plaskett 26,938 2,445 24,493
Georges Plassat 955 955 -
Ross E. Roeder 39,106 955 38,151
Louis E. Scott 7,939 955 6,984
Etienne Snollaerts 1,917 1,490 427
219,844 22,005 197,839
The number of shares owned is computed in accordance with SEC rules
defining beneficial ownership. The total of the shares listed as owned before
the offering is less than 1% of the outstanding shares of common stock.
4
Plan of Distribution
Smart & Final has registered with the SEC 22,005 shares of its common stock
on behalf of the selling stockholders named above and on behalf of any donees
and pledgees who receive and sell these shares from a named selling stockholder
after the date of this prospectus. Smart & Final is paying the fees, expenses
and costs of that registration. The holders selling the registered shares will
pay any applicable brokerage commission or other selling expenses.
The holders of the registered shares may sell the shares in one or more
types of transactions on the NYSE, in the over-the-counter market, in negotiated
transactions, through block transactions, put or call option transactions, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. Individuals who are not then subject as insiders
to the restrictions of Section 16(c) of the Securities Exchange Act of 1934 may
also "sell short" the registered shares. These transactions may or may not
involve brokers or dealers.
The named selling stockholders have advised Smart & Final that they have
not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities, nor is
there an underwriter or coordinating broker acting in connection with the
proposed sale of the registered shares.
The holders of the registered shares may effect sales by selling the shares
directly to purchasers or through broker-dealers, which may act as agents or
principals and may receive compensation in the form of discounts, concessions or
commissions from the sellers and/or purchasers of the shares. This compensation
may exceed customary commissions.
The holders selling registered shares and broker-dealers acting in those
transactions might be regarded as "underwriters" under Section 2(11) of the
Securities Act of 1933, as amended, and compensation received by the broker-
dealers and any profit on resale of those shares sold by them while acting as
principals might be regarded as underwriting discounts or commissions under that
Act. Smart & Final may indemnify a named selling stockholder against certain
liabilities, including those arising under that Act. The selling stockholders
may also agree to indemnify any agent, dealer or broker-dealer that participates
in sales of registered shares against certain liabilities, including those
arising under that Act.
Because holders selling registered shares may be considered "underwriters"
as noted above, the holders may be required to comply with the "prospectus
delivery" requirements of the Securities Act of 1933, as amended, which may
require delivery through the facilities of the NYSE in compliance with SEC Rule
153. In addition, the anti-manipulative provisions of SEC Regulation M may
apply to sales by holders of registered shares in the market.
The holders of registered shares also may resell all or a portion of the
shares (and any other eligible shares they own) in open market transactions in
reliance on SEC Rule 144, provided that the applicable volume limitation,
unsolicited broker transaction, filing and other
5
requirements of Rule 144 are satisfied.
If a named holder of registered shares informs Smart & Final that a donee
or pledgee intends to sell more than 500 shares, a supplement to that effect for
this prospectus will be filed with the SEC.
If a holder of registered shares notifies Smart & Final that the holder has
entered into a material arrangement with a broker-dealer for the sale of shares,
a supplement to this prospectus will be filed, if required, pursuant to SEC Rule
424(b) disclosing certain additional information.
Experts
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in this registration statement to the extent and for
the periods indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
6
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
January 3, 1999, as amended on Form 10-K/A filed on April 2, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 28, 1999, filed with the Commission on May 3, 1999.
(c) The Registrant's Current Reports on Form 8-K filed with the Commission
on February 25, 1999 and March 4, 1999.
(d) The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 20, 1999, filed with the Commission on August 3, 1999.
(e) The description of the Registrant's Common Stock to be offered hereby
is contained in the Registrant's Registration Statement on Form 8-A filed with
the Commission on July 19, 1991 pursuant to Section 12(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof
from the date of filing 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.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"), the Certificate of Incorporation of the Registrant contains provisions
which eliminate the personal liability of the its directors for monetary damages
resulting from breaches of their
II-1
fiduciary duty other than liability for breaches of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, violations under Section 174 of the DGCL or any transaction
from which the director derived an improper personal benefit.
Section 145 of the DGCL permits, and under certain circumstances requires,
the Registrant to indemnify its directors, officers, employees, and agents
subject to certain conditions and limitations. The Registrant's Bylaws contain
provisions to indemnify its directors and officers to the fullest extent
permitted by Section 145 of the DGCL, including circumstances in which
indemnification is otherwise discretionary. In addition, the Registrant
maintains officers' and directors' liability insurance which insures against
liabilities that its officers and directors may incur in such capacities. A
Registration Rights Agreement dated as of August 6, 1991, as amended, among the
Registrant, Casino USA and Robert J. Emmons, provides for indemnification by
Casino USA and Mr. Emmons of the directors and officers of the Company signing a
registration statement filed pursuant to such agreement and certain controlling
persons of the Company against certain liabilities, including those arising
under the Securities Act. Casino USA beneficially owns in excess of 57% of the
outstanding shares of the Registrant's Common Stock, and Mr. Emmons is the
former Chairman of the Registrant's Board of Directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The 22,005 shares included in the reoffer prospectus set forth in this
Registration Statement were issued in reliance upon Section 4(2) of the
Securities Act of 1933, as amended, solely to non-employee directors of the
Registrant pursuant to the Director Plan.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER
------
5.1 Opinion of Counsel as to legality of securities being registered.
10.89 Smart & Final Inc. Long-Term Equity Compensation Plan, as
amended(1)
10.120 Smart & Final Inc. Non-Employee Director Stock Plan, as amended(1)
23.1 Consent of Arthur Andersen LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature pages)
(1) Incorporated by reference to similarly numbered exhibits filed with the
Registrant's Form 10-Q for the quarterly period ended June 20, 1999.
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:
II-2
(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 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 this Registration
Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a) (1)(i) and (a) (1)(ii) 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 15(d) of the Securities
Exchange Act of 1934 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.
(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 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) 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 Securities and Exchange
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.
II-3
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 Commerce, State of California, on September 15,
1999.
SMART & FINAL INC.
By /s/ Martin A. Lynch
-----------------------------------------
Martin A. Lynch
Executive Vice President,
Chief Financial Officer and Principal
Accounting Officer of the Company
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ross E. Roeder, and Martin A. Lynch, or
either of them, his attorneys-in-fact, with full power of substitution, for him
in any and all capacities, to sign any amendments to this Registration Statement
on Form S-8, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitutes,
may 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/ Ross E. Roeder Chairman of the Board, September 15, 1999
- ------------------------
Ross E. Roeder Chief Executive Officer and
Director
(Principal Executive Officer)
/s/Martin A. Lynch Executive Vice President, September 15, 1999
- ------------------------
Martin A. Lynch and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
II-4
/s/ Pierre Bouchut Director September 15, 1999
- ----------------------------
Pierre Bouchut
/s/ Christian P. Couvreux Director September 15, 1999
- ----------------------------
Christian P. Couvreux
/s/ Timm F. Crull Director September 15, 1999
- ----------------------------
Timm F. Crull
/s/ James S. Gold Director September 15, 1999
- ----------------------------
James S. Gold
/s/ Antoine Guichard Director September 15, 1999
- ----------------------------
Antoine Guichard
/s/ David J. McLaughlin Director September 15, 1999
- ----------------------------
David J. McLaughlin
/s/ Joel-Andre Ornstein Director September 15, 1999
- ----------------------------
Joel-Andre Ornstein
/s/ Thomas G. Plaskett Director September 15, 1999
- ----------------------------
Thomas G. Plaskett
/s/ Etienne Snollaerts Director September 15, 1999
- ----------------------------
Etienne Snollaerts
II-5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
EXHIBITS
________________________________
Registration Statement on Form S-8
Smart & Final Inc.
INDEX TO EXHIBITS
EXHIBIT
NUMBER
------
5.1 Opinion of Counsel as to legality of securities being registered.
10.71 Smart & Final Inc. Long-Term Equity Compensation Plan, as amended (1)
10.72 Smart & Final Inc. Non-Employee Director Stock Plan, as amended (1)
23.1 Consent of Arthur Andersen LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (contained on signature pages)
(1) Incorporated by reference to similarly numbered exhibits filed with the
Registrant's Form 10-Q for the quarterly period ended June 20, 1999.