SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Richfood Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Virginia 54-1438602
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
4860 Cox Road, Suite 300, Glen Allen, Virginia 23060
(Address of Registrant's principal executive offices) (Zip Code)
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [ ] following box. [x]
Securities Act registration statement file number to which this form relates: _______________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered: each class is to be registered:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase Nasdaq SmallCap Market
common stock
Item 1. Description of Registrant's Securities to Be Registered.
This Registration Statement relates to warrants (the "Warrants") to
purchase an aggregate of 1,500,000 shares of common stock, without par value
(the "Common Stock"), of Richfood Holdings, Inc., a Virginia corporation (the
"Registrant").
As of November 26, 1997, the Registrant entered into a definitive Asset
Purchase Agreement pursuant to which a wholly owned subsidiary of the Registrant
will acquire substantially all of the assets and assume certain liabilities of
Farm Fresh, Inc., a privately held supermarket chain headquartered in Norfolk,
Virginia (the "Farm Fresh Acquisition"). A portion of the purchase price is to
consist of the Warrants. The following discussion of certain terms and
provisions of the Warrants is qualified in its entirety by reference to the
detailed provisions of the Warrant Agreement, which is filed as an exhibit
hereto and incorporated herein by reference.
Upon issuance, each Warrant will entitle the registered owner thereof
to purchase one share of Common Stock at an exercise price of $25.00 per share
(the "Exercise Price"), subject to adjustment upon the occurrence of certain
events discussed below. The Warrants will expire on the fifth anniversary of the
closing date of the Farm Fresh Acquisition (the "Expiration Date"), which is
expected to occur in early March 1998. Prior to the registration of the
Warrants, the Registrant had no warrants outstanding.
The Warrants will be protected against dilution in the event that the
Registrant (i) effects a stock split or a reverse stock split, (ii) pays a
dividend or other distribution on its Common Stock in the form of additional
shares of Common Stock or (iii) issues rights, options or warrants to holders of
shares of Common Stock entitling them to purchase additional shares of Common
Stock at less than the then-current market price per share. In the event that
the Registrant distributes to all holders of Common Stock any shares of capital
stock of the Registrant (other than Common Stock), evidences of its indebtedness
or other rights, options or warrants to subscribe for or purchase any shares of
capital stock of the Registrant (other than Common Stock and excluding those
rights, options or warrants described in the preceding sentence), or other
assets, other than cash dividends (collectively, the "Property"), then, in each
such case, (i) unless the Registrant elects to reserve such Property for
distribution to the Warrantholders upon the exercise of the Warrants so that any
such holder exercising his Warrants will receive upon such exercise, in addition
to the shares of Common Stock to which such holder is entitled, the amount and
kind of such Property that such holder would have received if such holder had,
immediately prior to the record date for the distribution of the Property,
exercised the Warrants, the Exercise Price shall be adjusted so that the same
shall equal the price determined by multiplying the Exercise Price in effect
immediately prior to the date of such distribution by a fraction, the numerator
of which shall be the then-current market price per share of Common Stock less
the then fair market value of the portion of the Property so distributed
allocable to one share of Common Stock, and the denominator of which shall be
the then-current market price per share of Common Stock or (ii), in the event
that the then fair market value of the Property allocable to one share of Common
Stock is equal to or exceeds the current market price of one share of Common
Stock, in lieu of the foregoing adjustment, adequate provision shall be made so
that each Warrantholder shall have the right to receive the amount and kind of
Property such holder would have received had he exercised each such Warrant
immediately prior to the record date for the distribution of the Property.
If the Registrant (i) pays any cash dividend or (ii) repurchases any
shares of Common Stock at a per share premium to the then current market price
per share (a "Repurchase Premium") which, in either instance, when combined with
all cash dividends and Repurchase Premiums paid by the Registrant after January
10, 1998 exceeds the sum of (A) $35,000,000, plus (B) 50% of the Registrant's
consolidated net income after January 10, 1998 (an "Excess Distribution"), the
Exercise Price shall be adjusted by multiplying the Exercise Price then in
effect by a fraction, (i) the numerator of which shall equal (Y) the market
price per share of the Common Stock on the record date for such dividend or the
effective date of such repurchase minus (Z) the quotient obtained by dividing an
amount equal to the Excess Distribution by the number of shares of Common Stock
outstanding on such record date or immediately after giving effect to such
repurchase, and (ii) the denominator of which shall equal the market price per
share of Common Stock on such record or effective date.
No adjustment to the Exercise Price shall be required until cumulative
adjustments amount to 1% or more of the Exercise Price as last adjusted.
In the case of any (i) reclassification or change in the outstanding
shares of Common Stock, (ii) consolidation, merger or combination to which the
Registrant is a party (other than a consolidation, merger or combination in
which the Registrant is the surviving corporation and which does not result in
the reclassification or change in the outstanding shares of Common Stock) or
(iii) sale, conveyance or lease of all or substantially all of the properties or
assets of the Registrant as a result of which the holders of Common Stock shall
become entitled to receive stock, securities or other property or assets in
exchange for Common Stock, the holders of Warrants shall have the right, upon
exercise of the Warrants, to convert the Warrants into the kind and amount of
shares of stock and other securities and property or assets receivable upon such
reclassification, change, consolidation, merger, combination, sale, conveyance
or lease as would be received by a holder of the number of shares of Common
Stock issuable upon exercise of the Warrants immediately prior to such
reclassification, change, consolidation, merger, sale, conveyance or lease.
The holders of the Warrants, as such, are not entitled to vote, receive
dividends or to exercise any of the rights of holders of Common Stock for any
purpose until such Warrants have been duly exercised and payment of the Exercise
Price shall have been made.
The Warrants will be issued in accordance with an Order, dated February
20, 1998, Approving Disclosure Statement, Confirming Debtor's Joint Plan of
Reorganization, and Approving Asset Purchase Agreement, which was issued in
connection with the Joint Plan of Reorganization filed by Farm Fresh, Inc. and
its parent, FF Holdings Corporation, in the United States Bankruptcy Court for
the District of Delaware on January 7, 1998, pursuant to Chapter 11 of the
Bankruptcy Code. Accordingly, the offer and sale of the Warrants and the
underlying Common Stock issuable upon the exercise thereof will be exempt from
the registration requirements of the Securities Act of 1933, as amended,
pursuant to Section 1145 of the Bankruptcy Code.
Item 2. Exhibits.
*1. Form of Warrant Agreement between Richfood Holdings, Inc. and First
Union National Bank of North Carolina, including form of Warrant
Certificate.
*Previously filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this Registration
Statement on Form 8-A to be signed on its behalf by the undersigned, thereunto
duly authorized.
Richfood Holdings, Inc.
Dated: February 27, 1998 By: /s/ John C. Belknap
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John C. Belknap
Executive Vice President, Chief
Financial Officer and Secretary