As filed with the Securities and Exchange Commission
on February 28, 1996
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
RICHFOOD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1438602
(State or other (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
(Address of principal executive office, including zip code)
SUPER RITE FOODS, INC.
INVESTMENT OPPORTUNITY PLAN
FOR RETAIL UNION EMPLOYEES
(Full title of the plan)
____________________
Donald D. Bennett
Chairman and Chief Executive Officer
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
804-746-6000
(Name, address and telephone number, including area code,
of agent for service)
With a copy to:
Gary E. Thompson
Hunton & Williams
Riverfront Plaza - East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
CALCULATION OF REGISTRATION FEE
Proposed
maximum Proposed
Title of aggregate maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
Common Stock, 10,000
no par value(2) shares $27.50 $275,000.00 $100.00
(1) Estimated solely for the purpose of computing the
registration fee. This amount was calculated based on the
average of the high and low sales prices of the Common Stock as
reported on the Nasdaq National Market on February 21, 1996.
(2) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate amount of
interests in the employee benefit plan described herein.
EXPLANATORY NOTE: Effective October 15, 1995, pursuant to an
Agreement and Plan of Reorganization, dated as of June 26, 1995,
as amended, by and between Richfood Holdings, Inc. (the
"Company") and Super Rite Corporation ("Super Rite"), and the
related Plan of Merger, SR Acquisition, Inc., a wholly-owned
subsidiary of the Company, merged with and into Super Rite
and Super Rite became a wholly-owned subsidiary of the
Company. As part of the transaction, the Company assumed Super
Rite's obligations under the Super Rite Foods, Inc. Investment
Opportunity Plan for Retail Union Employees (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Commission
are incorporated herein by reference:
(a) the Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1994;
(b) the Company's Annual Report on Form 10-K for the
fiscal year ended April 29, 1995, as amended by Form 10-K/A1
filed with the Commission on September 6, 1995;
(c) the Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended July 22, 1995, October 14, 1995 and
January 6, 1996;
(d) the Company's Current Reports on Form 8-K filed
with the Commission on July 12, 1995, October 30, 1995 and
November 30, 1995; and
(e) the Company's Joint Proxy Statement/Prospectus
dated September 7, 1995, included in the Company's Registration
Statement on Form S-4 filed with the Commission (File No.
33-62413) on September 7, 1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") after the date hereof and prior to the
filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Amended
and Restated Articles of Incorporation of the Company require,
indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act. Under sections 13.1-697 and 13.1-702 of the
Virginia Stock Corporation Act, a Virginia corporation generally
is authorized to indemnify its directors and officers in civil or
criminal actions if they acted in good faith and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The Company's Amended and Restated
Articles of Incorporation require indemnification of directors
and officers with respect to any liability, expenses or other
amounts incurred by them by reason of having been a director or
officer, except in the case of willful misconduct or a knowing
violation of criminal law. The Company's Amended and Restated
Articles of Incorporation provide that, to the full extent that
the Virginia Stock Corporation Act permits elimination of the
liability of directors or officers, no director or officer of the
Company shall be liable to the Company or its stockholders for
any monetary damages. The Company may purchase insurance on
behalf of directors, officers, employees and agents that may
cover liabilities under the Securities Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
4.1 Super Rite Foods, Inc. Investment Opportunity
Plan for Retail Union Employees.
4.2 Articles III and IV of the Company's Amended and
Restated Articles of Incorporation
(incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the twelve
week period ended July 24, 1993).
4.3 Article V of the Company's Amended and Restated
Bylaws (incorporated by reference to the
Company's Annual Report on Form 10-K for the
fiscal year ended April 29, 1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Awareness Letter of Coopers & Lybrand L.L.P.
23.4 Consent of Coopers & Lybrand L.L.P.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of 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; 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 in such
information in the registration statement;
provided, however, that (i) and (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 or
furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by
reference herein.
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 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
provisions described under Item 6 above, 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 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.
(d) The undersigned registrant hereby undertakes that the
registrant will submit or has submitted the Plan and any
amendment thereto to the Internal Revenue Service (the "IRS") in
a timely manner and has made or will make all changes required by
the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
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
Mechanicsville, Virginia, on this 28th day of February, 1996.
RICHFOOD HOLDINGS, INC.
(registrant)
By /s/ Donald D. Bennett
Donald D. Bennett
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
Each of the directors and/or officers of the registrant
whose signature appears below hereby appoints Donald D. Bennett,
John E. Stokely and Daniel R. Schnur, or any of them, as his or
her attorney-in-fact to sign in his or her name and on his or her
behalf in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf
in their capacities as officers and directors to enable the
registrant to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange
Commission. 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 February 28,
1996.
Signature Title
By /s/ Donald D. Bennett Chairman of the Board of
Donald D. Bennett Directors and Chief Executive
Officer
(principal executive officer)
By /s/ John E. Stokely Director, President and
John E. Stokely Chief Operating Officer
By /s/ J. Stuart Newton Senior Vice President -
J. Stuart Newton Finance and Chief Financial
Officer
(principal financial officer)
By /s/ David W. Hoover Vice President - Finance
David W. Hoover (principal accounting officer)
By /s/ Roger L. Gregory Director
Roger L. Gregory
By /s/ Grace E. Harris Director
Grace E. Harris
By /s/ John C. Jamison Director
John C. Jamison
By /s/ Michael E. Julian, Jr. Director
Michael E. Julian, Jr.
By /s/ G. Gilmer Minor, III Director
G. Gilmer Minor, III
By Director
Claude B. Owen, Jr.
By Director
John F. Rotelle
By /s/ Albert F. Sloan Director
Albert F. Sloan
By /s/ George H. Thomazin Director
George H. Thomazin
By /s/ James E. Ukrop Director
James E. Ukrop
By Director
Edward Villanueva
The Plan. Pursuant to the requirements of the Securities
Act, the trustees of the Plan have caused this registration
statement to be signed on their behalf by the undersigned,
thereto duly authorized, in the City of Harrisburg, State of
Pennslyvania, on this 28th day of February, 1996.
SUPER RITE FOODS, INC.
INVESTMENT OPPORTUNITY PLAN
FOR RETAIL UNION EMPLOYEES
By: /s/ Peter Vanderveen
Peter Vanderveen
Trustee
EXHIBIT INDEX
Exhibit No. Description Sequentially
Numbered Page
4.1 Super Rite Foods, Inc. Investment
Opportunity Plan for Retail Union
Employees.
4.2 Articles III and IV of the Company's
Amended and Restated Articles of
Incorporation (incorporated by
reference to the Company's Quarterly
Report on Form 10-Q for the twelve
week period ended July 24, 1993).
4.3 Article V of the Company's Amended and
Restated Bylaws (incorporated by reference
to the Company's Annual Report on Form
10-K for the fiscal year ended April 29,
1995).
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Awareness Letter of Coopers & Lybrand L.L.P.
23.4 Consent of Coopers & Lybrand L.L.P.