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)
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Ohio |
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31-0345740 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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1014 Vine Street, Cincinnati, Ohio |
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45202 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Dillon Companies, Inc. Employees’ Profit Sharing 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.
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if smaller reporting company) |
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Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Title Of |
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Amount |
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Offering |
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Aggregate |
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Amount of |
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Securities To |
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To be |
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Price |
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Offering |
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Registration |
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Be Registered |
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Registered |
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Per Share(1) |
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Price(1) |
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Fee |
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Common Stock $1 Par Value |
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5,000,000 shares |
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$ |
28.505 |
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$ |
142,525,000 |
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$ |
5,601.23 |
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(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.
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. 333-106802, 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.
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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.
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THE KROGER CO. |
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By |
(* David B. Dillon) |
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David B. Dillon, |
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Chairman of the Board and |
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Chief Executive Officer |
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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.
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Signature |
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Title |
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(*David B. Dillon) |
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Chairman of the Board, Chief Executive Officer and Director |
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David B. Dillon |
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(principal executive officer) |
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(*J. Michael Schlotman) |
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Chief Financial Officer |
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J. Michael Schlotman |
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(principal financial officer) |
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(*M. Elizabeth Van Oflen) |
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Vice President & Corporate Controller |
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M. Elizabeth Van Oflen |
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(principal accounting officer) |
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(*Reuben V. Anderson) |
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Director |
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Reuben V. Anderson |
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(*Robert D. Beyer) |
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Director |
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Robert D. Beyer |
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(*Susan J. Kropf) |
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Director |
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Susan J. Kropf |
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(*John T. LaMacchia) |
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Director |
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John T. LaMacchia |
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(*David B. Lewis) |
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Director |
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David B. Lewis |
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(*Don W. McGeorge) |
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President, Chief Operating Officer, and Director |
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Don W. McGeorge |
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(*W. Rodney McMullen) |
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Vice Chairman and Director |
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W. Rodney McMullen |
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(*Jorge P. Montoya) |
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Director |
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Jorge P. Montoya |
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(*Clyde R. Moore) |
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Director |
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Clyde R. Moore |
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(*Susan M. Phillips) |
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Director |
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Susan M. Phillips |
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(*Steven R. Rogel) |
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Director |
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Steven R. Rogel |
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(*James A. Runde) |
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Director |
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James A. Runde |
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(*Ronald L. Sargent) |
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Director |
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Ronald L. Sargent |
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(*Bobby S. Shackouls) |
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Director |
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Bobby S. Shackouls |
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By: |
(*Bruce M. Gack) |
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Bruce M. Gack |
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Attorney-in-fact |
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INDEX OF EXHIBITS |
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Exhibit 5.1 |
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Opinion of Paul W. Heldman, Esquire, including his consent. Filed herewith. |
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Exhibit 5.2 |
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IRS Determination Letter. Filed herewith. |
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Exhibit 23.1 |
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Consent of PricewaterhouseCoopers LLP, Independent Accountants. Filed herewith. |
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Exhibit 23.2 |
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Consent of Clark, Schaefer, Hackett & Co., Independent Accountants. Filed herewith. |
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Exhibit 23.3 |
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Consent of Paul W. Heldman, Esquire. Contained in the opinion filed as Exhibit 5.1 hereto. |
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Exhibit 24 |
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Powers of Attorney of certain officers and directors of Kroger. Filed herewith. |
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