As filed with the Securities and Exchange

Commission on July 29, 2008

 

Registration No. 333-      

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

THE KROGER CO.

(Exact name of registrant as specified in its charter)

 

 

The Kroger Co. Savings Plan

(Full title of Plan)

 

Paul W. Heldman

Executive Vice President, Secretary and General Counsel

 

The Kroger Co.

1014 Vine Street

Cincinnati, Ohio  45202

(Name and address of agent for service)

 

(513) 762-4000

(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.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o (Do not check if smaller reporting company)	Smaller reporting company o

 

CALCULATION OF REGISTRATION FEE

 

				Proposed		Proposed
				Maximum		Maximum
Title Of		Amount		Offering		Aggregate		Amount of
Securities To		To be		Price		Offering		Registration
Be Registered		Registered		Per Share (1)		Price (1)		Fee
Common Stock $1 Par Value		25,000,000 shares	(2)	$28.505		$712,625,000		$28,006.16

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Securities Act Rule 457(c), on the basis of the average of the high and low sale prices of the Registrant’s Common Stock on the New York Stock Exchange on July 23, 2008, which date is within 5 business days prior to the date of the filing of this Registration Statement.

 

(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

 

 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

The Registrant is registering additional securities under the Plan covered hereby for which a Registration Statement on Form S-8, bearing Registration No. 333-149991, currently is effective, and therefore, pursuant to General Instruction E. of Form S-8, the Registrant elects to incorporate by reference the contents of such Registration Statement which constitute information required in the Registration Statement.

 

2

 

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 Cincinnati, State of Ohio, on July 29, 2008.

 

	THE KROGER CO.
	By		(* David B. Dillon)
		David B. Dillon,
		Chairman of the Board 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 indicated, on July 29, 2008.

 

Signature		Title
(*David B. Dillon)		Chairman of the Board, Chief Executive Officer and Director
David B. Dillon		(principal executive officer)
(*J. Michael Schlotman)		Chief Financial Officer
J. Michael Schlotman		(principal financial officer)
(*M. Elizabeth Van Oflen)		Vice President & Corporate Controller
M. Elizabeth Van Oflen		(principal accounting officer)
(*Reuben V. Anderson)		Director
Reuben V. Anderson
(*Robert D. Beyer)		Director
Robert D. Beyer
(*Susan J. Kropf)		Director
Susan J. Kropf
(*John T. LaMacchia)		Director
John T. LaMacchia
(*David B. Lewis)		Director
David B. Lewis
(*Don W. McGeorge)		President, Chief Operating Officer, and Director
Don W. McGeorge
(*W. Rodney McMullen)		Vice Chairman and Director
W. Rodney McMullen
(*Jorge P. Montoya)		Director
Jorge P. Montoya

 

3

 

(*Clyde R. Moore)		Director
Clyde R. Moore
(*Susan M. Phillips)		Director
Susan M. Phillips
(*Steven R. Rogel)		Director
Steven R. Rogel
(*James A. Runde)		Director
James A. Runde
(*Ronald L. Sargent)		Director
Ronald L. Sargent
(*Bobby S. Shackouls)		Director
Bobby S. Shackouls

 

By:	(*Bruce M. Gack)
	Bruce M. Gack
	Attorney-in-fact

 

4

 

The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on July 29, 2008.

 

	THE KROGER CO. SAVINGS PLAN
	ADMINISTRATIVE COMMITTEE
	By:	/s/ Paul Heldman
	Name: Paul Heldman
	Title: Chairman of the Administrative Committee
	By:	/s/ Richard A. Manka
	Name: Richard A. Manka
	Title: Member of the Administrative Committee
	By:	/s/ J. Michael Schlotman
	Name: J. Michael Schlotman
	Title: Member of the Administrative Committee
	By:	/s/ R. Pete Williams
	Name: R. Pete Williams
	Title: Member of the Administrative Committee
	By:	/s/ Michael J. Stoll
	Name:   Michael J. Stoll
	Title: Member of the Administrative Committee

 

5

 

INDEX OF EXHIBITS

 

Exhibit 5.1		Opinion of Paul W. Heldman, Esquire, including his consent. Filed herewith.
Exhibit 23.1		Consent of PricewaterhouseCoopers LLP, Independent Accountants. Filed herewith.
Exhibit 23.2		Consent of Clark, Schaefer, Hackett & Co., Independent Accountants. Filed herewith.
Exhibit 23.3		Consent of Paul W. Heldman, Esquire. Contained in the opinion filed as Exhibit 5.1 hereto.
Exhibit 24		Powers of Attorney of certain officers and directors of Kroger. Filed herewith.

 

6