As filed with the Securities and Exchange Commission on February 10, 2006.
Registration No.
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 | 41-0617000 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
SUPERVALU INC.
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
SUPERVALU INC. 2002 STOCK PLAN
(Full title of the plan)
Warren E. Simpson, Esq.
Senior Corporate Counsel & Assistant Secretary
11840 Valley View Road
Eden Prairie, Minnesota 55344
(Name and address of agent for service)
(952) 828-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share (1) |
Proposed maximum aggregate offering price (1) |
Amount of registration fee | ||||
| Common Stock ($1.00 par value) |
9,000,000 shares | $31.355 | $282,195,000.00 | $30,195.00 | ||||
| (1) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c), based upon the average high and low prices of the Registrant’s Common Stock, as reported on the Consolidated Transaction Reporting System of the New York Stock Exchange on February 9, 2006. |
SUPERVALU INC. 2002 Stock Plan
The contents of the registration statement on Form S-8 bearing registration number 333-100915, are incorporated herein by reference.
SIGNATURES
The Registrant. 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 February 10, 2006.
| SUPERVALU INC. (Registrant) | ||
| By | /s/ Jeffrey Noddle | |
| Jeffrey Noddle | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Jeffrey Noddle Jeffrey Noddle |
Chairman, Chief Executive Officer (principal executive officer); Director | February 10, 2006 | ||
| /s/ Pamela K. Knous Pamela K. Knous |
Executive Vice President, Chief Financial Officer (principal financial and accounting officer) | February 10, 2006 | ||
| /s/ David M. Oliver David M. Oliver |
Vice President, Controller | February 10, 2006 | ||
| /s/ Irwin Cohen Irwin Cohen |
Director | |||
2
| /s/ Ronald E. Daly Ronald E. Daly |
Director | |||
| /s/ Lawrence A. Del Santo Lawrence A. Del Santo |
Director | |||
| /s/ Susan E. Engel Susan E. Engel |
Director | |||
| /s/ Edwin C. Gage Edwin C. Gage |
Director | |||
| /s/ Garnett L. Keith, Jr. Garnett L. Keith, Jr. |
Director | |||
| /s/ Charles M. Lillis Charles M. Lillis |
Director | |||
| /s/ Marissa T. Peterson Marissa T. Peterson |
Director | |||
| /s/ Steven S. Rogers Steven S. Rogers |
Director | |||
| * | Executed this 10th day of February, 2006, on behalf of the indicated Directors by Warren E. Simpson, duly appointed Attorney-in-Fact. |
| By: | /s/ Warren E. Simpson | |
| Warren E. Simpson | ||
3
EXHIBIT INDEX
| 5 | Opinion and consent of Warren E. Simpson, Esq. | |
| 23.1 | Consent of KPMG LLP | |
| 23.2 | Consent of Warren E. Simpson, Esq. (Included in Exhibit 5) | |
| 24 | Power of Attorney | |