1
As Filed With the Securities and Exchange Commission
on September 18, 1996
Registration No. 333-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
................................................................................
PERFORMANCE FOOD GROUP COMPANY
(Exact name of registrant as specified in its charter)
TENNESSEE 54-0402940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6800 PARAGON PLACE, SUITE 500
RICHMOND, VIRGINIA 23230
(Address of Principal Executive Offices) (Zip Code)
PERFORMANCE FOOD GROUP COMPANY 1993 EMPLOYEE STOCK INCENTIVE PLAN
1993 OUTSIDE DIRECTORS' STOCK OPTION PLAN
PERFORMANCE FOOD GROUP EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
ROGER L. BOEVE
6800 PARAGON PLACE, SUITE 500
RICHMOND, VIRGINIA 23230
(Name and address of agent for service)
(804) 285-7340
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Title of securities Proposed maximum Proposed maximum
be registered Amount to be offering price per share aggregate offering price Amount of registration
registered fee
==========================================================================================================================
Common Stock (1) 98,216 shares $21.75 $ 2,136,198 $ 737
- -------------------------------------------------------------------------------------------------------------------------
Common Stock(2) 839,284 shares $14.88 (3) $12,488,546 (3) $4,307
- -------------------------------------------------------------------------------------------------------------------------
Total 937,500 shares $14,624,744 $5,044
==========================================================================================================================
(1) Represents shares reserved for issuance at $21.75 per share under the
Company's 1993 Employee Stock Incentive Plan.
(2) Represents 75,000, 651,784 and 112,500 shares reserved for issuance pursuant
to future grants under the Company's 1993 Outside Directors' Stock Option
Plan, 1993 Employee Stock Incentive Plan and Employee Stock Purchase Plan,
respectively.
(3) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended.
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REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of common stock, $.01
par value, of Performance Food Group Company, a Tennessee corporation (the
"Registrant"), for the Registrant's 1993 Employee Stock Incentive Plan, 1993
Outside Directors' Stock Option Plan and Employee Stock Purchase Plan, each as
amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration No. 33-72400)
previously filed by the Registrant with the Securities and Exchange Commission
on December 2, 1993, is hereby incorporated by reference herein.
Item 8. Exhibits
Exhibit Number Description
-------------- ---------------------------------------------------------
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)
II-2
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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 the City of Richmond, State of Virginia, on this 17th day of
September, 1996.
PERFORMANCE FOOD GROUP COMPANY
By: /s/ Robert C. Sledd
----------------------------
Robert C. Sledd
Chairman of the Board, and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Robert C. Sledd and Roger L. Boeve, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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 dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Robert C. Sledd Chairman of the Board, September 17, 1996
- --------------------- Chief Executive Officer and
Robert C. Sledd Director (Principal Executive
Officer)
/s/ C. Michael Gray President, Chief Operating Officer September 17, 1996
- --------------------- and Director
C. Michael Gray
/s/ Roger L. Boeve Executive Vice President and Chief September 17, 1996
- --------------------- Financial Officer (Principal
Roger L. Boeve Financial and Accounting Officer)
/s/ Jerry J. Caro Founding Chairman, Senior Vice September 17, 1996
- --------------------- President and Director
Jerry J. Caro
/s/ Fred C. Goad, Jr.
- --------------------- Director September 17, 1996
Fred C. Goad, Jr.
/s/ Timothy M. Graven Director September 17, 1996
- ---------------------
Timothy M. Graven
/s/ Charles E. Adair Director September 17, 1996
- --------------------
Charles E. Adair
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EXHIBIT INDEX
Exhibit Number Description
-------------- ---------------------------------------------------------
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on page II-3)