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Form S-8 SUPERVALU INC

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August 4, 2016 6:02 AM EDT


As filed with the Securities and Exchange Commission on August 3, 2016
Registration No. 333-      
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM S‑8
REGISTRATION STATEMENT UNDER THE
Securities Act of 1933
 
SUPERVALU INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
 
41-0617000
(I.R.S. Employer
Identification No.)
 
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices, including zip code)
 
SUPERVALU INC. 2012 Stock Plan
(As Amended July 20, 2016)
(Full title of the plan)
 
Karla C. Robertson
Executive Vice President, General Counsel
and Corporate Secretary
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(952) 828-4000

(Name, address and telephone number,
including area code, of agent for service)
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):
Large accelerated filer  þ
 
Accelerated filer  ¨
 
Non-accelerated filer  ¨
 
Smaller reporting company  ¨
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered
Amount To Be Registered (1)
Proposed Maximum Offering Price
Per Share (2)
Proposed Maximum Aggregate
Offering Price (2)
Amount of Registration Fee
Common Stock, par value $0.01 per share
10,000,000
$4.915
$49,150,000
$4,949.41




(1)
The number of shares being registered reflects shares of SUPERVALU INC. common stock issuable under the SUPERVALU INC. 2012 Stock Plan (As Amended July 20, 2016). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of common stock that become issuable under the SUPERVALU INC. 2012 Stock Plan (As Amended July 20, 2016) pursuant to its anti-dilution provisions.
(2)
Estimated solely for calculating the registration fee in accordance with Rule 457(c) and (h)(1) under the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are calculated based on the average of the high and low sale prices per share of SUPERVALU INC. common stock as reported on the New York Stock Exchange on August 1, 2016.
 




SUPERVALU INC.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 10,000,000 shares of the Registrant’s common stock issuable pursuant to the SUPERVALU INC. 2012 Stock Plan (As Amended July 20, 2016) (the “Plan”). In accordance with Section E of the General Instructions to Form S-8, the Registration Statements previously filed with the Securities and Exchange Commission on July 19, 2012 and July 31, 2014 relating to the Plan (File Nos. 333-182757 and 333-197760, respectively) are incorporated by reference herein, except as to the Items provided below.

PART II

Item 3.    Incorporation of Documents by Reference.

The following documents have been filed with the Securities and Exchange Commission (the “SEC”) by SUPERVALU INC. (“SUPERVALU” or the “Registrant”) and are incorporated by reference in this Registration Statement:
(a)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended February 27, 2016;
(b)
The Registrant’s Current Reports on Form 8-K filed on February 29, 2016, March 10, 2016, April 19, 2016, April 25, 2016, May 23, 2016, July 11, 2016 and July 22, 2016;
(c)
The Registrant’s Quarterly Report on Form 10-Q for the quarterly period (16 weeks) ended June 18, 2016; and
(d)
The description of the Registrant’s common stock contained in any registration statement or report filed by the Registrant under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents.
Item 8.    Exhibits.
4.1

 
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2012).
 
 
 
4.2

 
Amended and Restated Bylaws, as amended and restated (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 25, 2016).
 
 
 
5.1

 
Opinion of Faegre Baker Daniels LLP.
 
 
 
23.1

 
Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1).
 
 
 
23.2

 
Consent of KPMG LLP.
 
 
 
24.1

 
Power of Attorney.
 
 
 
99.1

 
SUPERVALU INC. 2012 Stock Plan (As Amended July 20, 2016) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 22, 2016).




II-1



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 Eden Prairie, State of Minnesota on August 3, 2016.
 
SUPERVALU INC.
 
 
 
 
By:
/S/    MARK GROSS
 
 
Mark Gross
 
 
President and Chief Executive Officer
    
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/    MARK GROSS
 
President and Chief Executive Officer and Director
 
August 3, 2016
Mark Gross
 
(Principal Executive Officer)
 
 
 
 
 
/S/    BRUCE H. BESANKO
 
Executive Vice President, Chief Operating Officer and Chief Financial Officer
 
August 3, 2016
Bruce H. Besanko
 
(Principal Financial Officer)
 
 
 
 
 
 
 
/S/    SUSAN S. GRAFTON
 
Senior Vice President, Finance, and Chief Accounting Officer
 
August 3, 2016
Susan S. Grafton
 
(Principal Accounting Officer)
 
 
 
 
 
 
 
/S/    DONALD R. CHAPPEL*
 
Director
 
 
Donald R. Chappel
 
 
 
 
 
 
 
 
 
/S/    IRWIN S. COHEN*
 
Director
 
 
Irwin S. Cohen
 
 
 
 
 
 
 
 
 
/S/    PHILIP L. FRANCIS*
 
Director
 
 
Philip L. Francis
 
 
 
 
 
 
 
 
 
/S/    ERIC G. JOHNSON*
 
Director
 
 
Eric G. Johnson
 
 
 
 
 
 
 
 
 
/S/    MATHEW M. PENDO*
 
Director
 
 
Mathew M. Pendo
 
 
 
 
 
 
 
 
 
/S/    FRANCESCA RUIZ DE LUZURIAGA*
 
Director
 
 
Francesca Ruiz de Luzuriaga
 
 
 
 
 
 
 
 
 
/S/    WAYNE C. SALES*
 
Director
 
 
Wayne C. Sales
 
 
 
 
 
 
 
 
 
/S/    FRANK A. SAVAGE*
 
Director
 
 
Frank A. Savage
 
 
 
 
 
 
 
 
 
/S/    GERALD L. STORCH*
 
Director and Non-Executive Chairman
 
 
Gerald L. Storch
 
 
 
 
 
 
 
 
 
/S/    MARY A. WINSTON*
 
Director
 
 
Mary A. Winston
 
 
 
 



II-2



*Executed on August 3, 2016 on behalf of the indicated Directors by Karla C. Robertson, duly appointed Attorney-in-Fact.
 
By:
 
/S/    KARLA C. ROBERTSON
 
 
Karla C. Robertson
 
 
Attorney-in-Fact


II-3



EXHIBIT INDEX

Exhibit No.
 
Description
4.1
 
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 18, 2012).
 
 
 
4.2
 
Amended and Restated Bylaws, as amended and restated (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 25, 2016).
 
 
 
5.1
 
Opinion of Faegre Baker Daniels LLP.
 
 
 
23.1
 
Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1).
 
 
 
23.2
 
Consent of KPMG LLP.
 
 
 
24.1
 
Power of Attorney.
 
 
 
99.1
 
SUPERVALU INC. 2012 Stock Plan (As Amended July 20, 2016) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 22, 2016).


II-4



EXHIBIT 5.1

FAEGRE BAKER
DANIELS

Faegre Baker Daniels LLP
2200 Wells Fargo Center, 90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Phone +1 612 766 7000
Fax +1 612 766 1600

August 3, 2016


SUPERVALU INC.
11840 Valley View Road
Eden Prairie, MN 55344

Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to SUPERVALU INC., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-8 (the “Registration Statement”) relating to the registration of the offer and sale by the Company of up to 10,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) issuable pursuant to the SUPERVALU INC. 2012 Stock Plan (As Amended July 20, 2016) (the “Plan”).
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of the opinions set forth below. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the Delaware General Corporation Law.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

FAEGRE BAKER DANIELS LLP


By:
/S/    AMY C. SEIDEL
 
Amy C. Seidel






EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
SUPERVALU INC.:

We consent to the incorporation by reference in the registration statement on Form S-8 of SUPERVALU INC. of our report dated April 26, 2016, with respect to the consolidated financial statements of SUPERVALU INC. and subsidiaries as of February 27, 2016 and February 28, 2015, and for each of the fiscal years in the three-year period ended February 27, 2016, the related financial statement schedule, and the effectiveness of internal control over financial reporting as of February 27, 2016, which report appears in the February 27, 2016 annual report on Form 10-K of SUPERVALU INC.
/s/ KPMG LLP

Minneapolis, Minnesota
August 3, 2016





EXHIBIT 24.1

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Mark Gross and Karla C. Robertson as the undersigned’s true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for the undersigned and in such person’s name, place and stead, in any and all capacities, to sign SUPERVALU INC.’s registration statement on Form S-8, and any and all amendments (including post-effective amendments) thereto, relating to the registration of shares of SUPERVALU INC. common stock, par value $0.01 per share, under the SUPERVALU INC. 2012 Stock Plan (As Amended July 20, 2016), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with such state commissions and other agencies as necessary, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of this July 20, 2016, by the following persons:
Signature
 
Title
 
 
 
/S/    MARK GROSS
 
Chief Executive Officer and President and Director
Mark Gross
 
(principal executive officer)
 
 
/S/    BRUCE H. BESANKO
 
Executive Vice President, Chief Operating Officer and Chief Financial Officer
Bruce H. Besanko
 
(principal financial officer)
 
 
 
/S/    SUSAN S. GRAFTON
 
Senior Vice President, Finance, and Chief Accounting Officer
Susan S. Grafton
 
(principal accounting officer)
 
 
 
/S/    DONALD R. CHAPPEL*
 
Director
Donald R. Chappel
 
 
 
 
 
/S/    IRWIN S. COHEN*
 
Director
Irwin S. Cohen
 
 
 
 
 
/S/    PHILIP L. FRANCIS*
 
Director
Philip L. Francis
 
 
 
 
 
/S/    ERIC G. JOHNSON*
 
Director
Eric G. Johnson
 
 
 
 
 
/S/    MATHEW M. PENDO*
 
Director
Mathew M. Pendo
 
 
 
 
 
/S/    FRANCESCA RUIZ DE LUZURIAGA*
 
Director
Francesca Ruiz de Luzuriaga
 
 
 
 
 
/S/    WAYNE C. SALES*
 
Director
Wayne C. Sales
 
 
 
 
 
/S/    FRANK A. SAVAGE*
 
Director
Frank A. Savage
 
 
 
 
 
/S/    GERALD L. STORCH*
 
Director and Non-Executive Chairman
Gerald L. Storch
 
 
 
 
 
/S/    MARY A. WINSTON*
 
Director
Mary A. Winston
 
 




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