As filed with the Securities and Exchange Commission on February 3, 1999.
Registration No. 333-_____
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S E C U R I T I E S A N D E X C H A N G E C O M M I S S I O N
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNITED NATURAL FOODS, INC.
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(Exact name of Registrant as Specified in its Charter)
Delaware 05-0376157
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
260 Lake Road, Dayville, CT 06241
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(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
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(Full title of the Plan)
Norman A. Cloutier
Chairman of the Board and Chief Executive Officer
United Natural Foods, Inc.
260 Lake Road
Dayville, Connecticut 06241
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(Name and Address of Agent for Service)
(860) 779-2800
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
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Common Stock, 625,000 shares $27.22 $17,012,500 $4,730
$.01 par value
per share
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended, and
based upon the average of the high and low prices of the Common Stock on the
Nasdaq National Market on January 28, 1999.
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Statement of Incorporation by Reference
The Registrant's Registration Statement on Form S-8 (File No. 333-19949)
is incorporated in this Registration Statement by reference.
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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 Dayville, State of Connecticut, on this 2nd day of
February, 1999.
UNITED NATURAL FOODS, INC.
By: /s/ Norman A. Cloutier
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Norman A. Cloutier
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of United Natural Foods, Inc.,
hereby severally constitute Norman A. Cloutier, Robert T. Cirulnick and E. Colby
Cameron, and each of them singly, our true and lawful attorneys with full power
to any of them, and to each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable United Natural
Foods, Inc. to comply with the provisions of the Securities Act and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and all amendments thereto.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Signatures Capacity Date
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/s/ Norman A. Cloutier Chairman of the Board February 2, 1999
- ------------------------------------ and Chief Executive Officer
Norman A. Cloutier (Principal Executive Officer)
/s/ Michael S. Funk Vice Chairman of the Board February 2, 1999
- ------------------------------------ and President
Michael S. Funk
/s/ Robert T. Cirulnick Chief Financial Officer February 2, 1999
- ------------------------------------ (Principal Financial and
Robert T. Cirulnick Accounting Officer)
/s/ Barclay McFadden, III Director February 2, 1999
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Barclay McFadden, III
/s/ Kevin T. Michel Director February 2, 1999
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Kevin T. Michel
/s/ Thomas B. Simone Director February 2, 1999
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Thomas B. Simone
/s/ Richard J. Williams Director February 2, 1999
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Richard J. Williams
/s/ Richard S. Youngman Director February 2, 1999
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Richard S. Youngman
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EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Hale and Dorr LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Hale and Dorr LLP (included in Exhibit 5).
24 Power of Attorney (included in the signature pages of this
Registration Statement).
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