As filed with the Securities and Exchange Commission on March 7, 2001
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED NATURAL FOODS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 05-0376157
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
260 Lake Road
Dayville, CT 06241
(Address of Principal Executive Offices) (Zip Code)
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Amended and Restated 1996 Stock Option Plan
(Full Title of the Plan)
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Michael S. Funk
Chief Executive Officer and Vice Chairman of the Board
United Natural Foods, Inc.
260 Lake Road
Dayville, CT 06241
(Name and Address of Agent for Service)
(860) 779-2800
(Telephone Number, Including Area Code, of Agent for Service)
With a Copy to:
Paul V. Rogers, Esq.
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, DC 20004
(202) 662-6000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class of Amount to be Maximum Offering Maximum Aggregate Amount of
Securities to be Registered Registered (1) Price Per Share (2) Offering Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.01 per share............. 500,000 $12.50 $6,250,000 $1,563
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares of Common Stock registered hereby
is subject to adjustment to prevent dilution by reason of any stock
dividend, stock split, recapitalization or other similar transaction.
(2) Calculated in accordance with Rule 457(h) under the Securities Act on the
basis of the average of the high and low sales prices per share of Common
Stock on February 28, 2001, as reported by the Nasdaq National Market.
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STATEMENT OF INCORPORATION BY REFERENCE
The Registrant hereby incorporates by reference into this registration
statement the Registrant's Registration Statement on Form S-8 (File No.
333-19949).
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, Connecticut, on this 7th day of March,
2001.
UNITED NATURAL FOODS, INC.
By: /s/ Kevin T. Michel
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Kevin T. Michel.
Vice President, Chief Financial Officer,
Treasurer and Director
POWER OF ATTORNEY
Each person whose signature appears below under the heading "Signature"
constitutes and appoints Michael S. Funk and E. Colby Cameron his true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all Registration Statements on Form S-8 with respect
to any securities to be offered and issued by United Natural Foods, Inc., a
Delaware corporation (the "Registrant"), pursuant to any employee benefit plan
(as such term is defined in the General Instructions to Form S-8) of the
Registrant and any or all amendments to any such Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 7th day of March, 2001, by the
following persons in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ Michael S. Funk
- ----------------------- Chief Executive Officer and March 7, 2001
Michael S. Funk Vice Chairman of the Board
(principal executive officer)
/s/ Kevin T. Michel
- ----------------------- Vice President, Chief March 7, 2001
Kevin T. Michel Financial Officer, Treasurer
and Director (principal
financial and accounting
officer)
/s/ Thomas B. Simone
- ----------------------- Chairman of the Board March 7, 2001
Thomas B. Simone
/s/ Gordon Barker
- ----------------------- Director March 7, 2001
Gordon Barker
/s/ Joseph M. Cianciolo
- ----------------------- Director March 7, 2001
Joseph M. Cianciolo
/s/ James P. Heffernan
- ----------------------- Director March 7, 2001
James P. Heffernan
/s/ Steven H. Townsend
- ----------------------- Director March 7, 2001
Steven H. Townsend
EXHIBIT INDEX
Exhibit No. Description
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5.1 Opinion of Covington & Burling (1)
23.1 Consent of KPMG LLP (1)
23.2 Consent of Covington & Burling (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
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(1) Filed herewith.