As filed with the Securities and Exchange Commission on December 20, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
United Natural Foods, Inc.
(Exact name of registrant as specified in its charter)
______________________
| | | | | | | | |
| Delaware | | 05-0376157 |
| (State or other jurisdiction of incorporation or organization | | (IRS Employer Identification No.) |
| | |
| 313 Iron Horse Way |
| Providence, Rhode Island 02908 |
| (Address of Principal Executive Offices) |
______________________
THIRD AMENDED AND RESTATED UNITED NATURAL FOODS, INC. 2020 EQUITY INCENTIVE PLAN
(Full title of the plan)
______________________
Mahrukh Hussain
General Counsel and Corporate Secretary
United Natural Foods, Inc.
313 Iron Horse Way
Providence, Rhode Island 02908
(401) 528-8634
(Name, address, and telephone number, including area code, of agent for service)
______________________
Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
| | | | | | | | | | | | | | |
| Large accelerated filer | ☒ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
______________________
EXPLANATORY NOTE
This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 3,700,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of United Natural Foods, Inc., a Delaware corporation (the “Registrant”), issuable pursuant to the Third Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan, as approved by the Registrant’s stockholders on December 19, 2023. The contents of the Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-235583), filed with the Securities and Exchange Commission (the “Commission”) on December 19, 2019 and the Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-252407), filed with the Commission on January 25, 2021, are each hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of hereof from the date of the filing of such documents.
ITEM 8. EXHIBITS
The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.
Exhibit Index
| | | | | | | | |
Exhibit
Number | | Description |
| 4.1 | | |
| | | |
| 4.2 | | |
| | | |
| 5.1* | | |
| | | |
| 23.1* | | |
| | | |
| 23.2 | | |
| | | |
| 24.1 | | |
| | | |
| 99.1 | | |
| | |
| 107* | | |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Providence, Rhode Island, on December 20, 2023.
| | | | | |
| | UNITED NATURAL FOODS, INC. |
| | |
| | /s/ JOHN W. HOWARD |
| | John W. Howard |
| | Chief Financial Officer |
| | (Principal Financial Officer) |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints J. Alexander Douglas and John W. Howard, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including all post-effective amendments), and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Name | | Title | | Date |
| /s/ J. Alexander Miller Douglas | | Chief Executive Officer (Principal Executive Officer) and Director | | December 20, 2023 |
| J. Alexander Miller Douglas | | | |
| /s/ John W. Howard | | Chief Financial Officer (Principal Financial Officer) | | December 20, 2023 |
| John W. Howard | | | |
| /s/ R. Eric Esper | | Chief Accounting Officer (Principal Accounting Officer) | | December 20, 2023 |
| R. Eric Esper | | | |
| /s/ Lynn S. Blake | | Director | | December 20, 2023 |
| Lynn S. Blake | | | |
| /s/ Gloria R. Boyland | | Director | | December 20, 2023 |
| Gloria R. Boyland | | | |
| /s/ Denise M. Clark | | Director | | December 20, 2023 |
| Denise M. Clark | | | |
| /s/ Daphne J. Dufresne | | Director | | December 20, 2023 |
| Daphne J. Dufresne | | | |
| /s/ Michael S. Funk | | Director | | December 20, 2023 |
| Michael S. Funk | | | |
| /s/ James M. Loree | | Director | | December 20, 2023 |
| James M. Loree | | | |
| /s/ James L. Muehlbauer | | Director | | December 20, 2023 |
| James L. Muehlbauer | | | |
| /s/ James C. Pappas | | Director | | December 20, 2023 |
| James C. Pappas | | | |
| /s/ Mohammad Shamim | | Director | | December 20, 2023 |
| Mohammad Shamim | | | |
| /s/ Jack L. Stahl | | Director | | December 20, 2023 |
| Jack L. Stahl | | | |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
United Natural Foods, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | | | | | | | | | | | | | | | | | | | | | | |
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share(2) | Maximum Aggregate Offering Price(2) | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.01 per share | 457(c) and 457(h) | 3,700,000 | $14.94 | $55,259,500 | 0.00014760 | $8,156.30 |
| Total Offering Amounts | $55,259,500 | | $8,156.30 |
| Total Fee Offsets | | | $ ---- |
| Net Fee Due | | | $8,156.30 |
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminable number of additional shares of Common Stock of the Registrant as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Third Amended and Restated United Natural Foods, Inc. 2020 Equity Incentive Plan.
(2)Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act, based upon the average high and low prices of the Common Stock, as reported on the New York Stock Exchange on December 13, 2023.
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| |
December 20, 2023
United Natural Foods, Inc. 313 Iron Horse Way Providence, Rhode Island 02908 | Mayer Brown LLP 71 South Wacker Drive
Chicago, IL 60606
United States of America T: +1 312 782 0600 F: +1 312 701 7711 www.mayerbrown.com |
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to United Natural Foods, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale of up to 3,700,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s Third Amended and Restated 2020 Equity Incentive Plan (the “Plan”), as described in the Form S-8 Registration Statement (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof.
As counsel to the Company, we have examined originals or copies certified or otherwise identified to our satisfaction of the Company’s certificate of incorporation and the Company’s bylaws, each as amended, restated and supplemented, the resolutions of the board of directors of the Company and such records of the Company, certificates and other documents and such questions of law as we considered necessary or appropriate for purposes of this opinion. As to certain factual matters, we have relied, to the extent we deem such reliance proper, upon certificates of public officials and officers of the Company. In rendering this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
Subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when issued in conformity with the provisions of the Plan and for such consideration as shall be determined from time to time by the board of directors of the Company, or by the compensation committee thereof, will be validly issued, fully paid and nonassessable.
The opinion expressed above is limited to the Delaware General Corporation Law and we express no opinion with respect to any other laws.
We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission thereunder.
| | | | | |
| | Very truly yours, |
| | |
| | /s/ Mayer Brown LLP |
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated September 26, 2023, with respect to the consolidated financial statements of United Natural Foods, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Minneapolis, Minnesota
December 20, 2023
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