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) |
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) |
Large accelerated filer þ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
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. |
(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. |
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). |
SUPERVALU INC. | |||
By: | /S/ MARK GROSS | ||
Mark Gross | |||
President and Chief Executive Officer |
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 |
*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 |
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). |