As filed with the Securities and Exchange Commission on November
19, 1996
Registration Statement No. 333-____________
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 jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
(Address of principal executive office, including zip code)
RICHFOOD HOLDINGS, INC.
AMENDED AND RESTATED
OMNIBUS STOCK INCENTIVE PLAN
(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 Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
Common 2,250,000 $24.10 $54,225,000 $16,432.00
Stock, no shares
par value
(1) Calculated pursuant to Rule 457(c) on the basis of $24.10 per
share, which was the average of the high and low prices of the
Common Stock as quoted on the Nasdaq National Market on November
12, 1996.
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").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Richfood
Holdings, Inc. (the "Company") with the Commission (file
no. 0-16900) are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for
the fiscal year ended April 27, 1996, filed with the Commission on
July 26, 1996;
(b) the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 20, 1996, filed with the Commission
on September 3, 1996;
(c) the Company's Current Reports on Form 8-K filed
with the Commission on September 10, 1996, and September 13, 1996;
and
(d) the Company's Form 8-A, filed April 29, 1988
(as amended by Amendment No. 1 on Form 8, dated October 30, 1991).
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 of 1933, as amended (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.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
4.1 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).
4.2 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).
5.1 Opinion of Hunton & Williams.
10.1 Richfood Holdings, Inc. Amended and Restated
Omnibus Stock Incentive Plan.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hunton & Williams (included in the
opinion filed as Exhibit 5.1 hereto).
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.
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(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.
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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 19th day of November, 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 November 19, 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 and
J. Stuart Newton Chief Financial Officer
(principal financial officer)
By /s/ David W. Hoover Vice President - Finance
David W. Hoover (principal accounting officer)
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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
G. Gilmer Minor, III Director
By /s/ Claude B. Owen, Jr. Director
Claude B. Owen, Jr.
By /s/ John F. Rotelle 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 /s/ Edward Villaneuva Director
Edward Villanueva
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 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).
4.2 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).
5.1 Opinion of Hunton & Williams.
10.1 Richfood Holdings, Inc. Amended and
Restated Omnibus Stock Incentive Plan
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hunton & Williams (included
in the opinion filed as Exhibit 5.1
hereto).