As filed with the Securities and Exchange Commission on June 21, 2001
Registration Statement No.____________
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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
PUBLIX SUPER MARKETS, INC.
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(Exact name of Registrant as specified in its charter)
Florida 59-0324412
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1936 George Jenkins Boulevard
Lakeland, Florida 33815
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(Address, including zip code,
of Registrant's principal executive offices)
PUBLIX SUPER MARKETS, INC.
NON-EMPLOYEE DIRECTORS STOCK PURCHASE PLAN
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(Full title of the plan)
John A. Attaway, Jr., Secretary
Publix Super Markets, Inc.
1936 George Jenkins Boulevard
Lakeland, Florida 33815
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(Name and address of agent for service)
(863) 688-1188
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share(1) Price Fee
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Common Stock. 500,000 shs. $48.50 $24,250,000.00 $6,062.50
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(1) Estimated pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee, based upon the most recently available appraisal of
the fair market value of the Common Stock
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
By this reference, the following documents filed or to be filed by Publix
Super Markets, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated into and made a part of this Registration
Statement:
1. The Company's Annual Report on Form 10-K (Commission File No. 0-981) for
the year ended December 30, 2000, as filed with the Commission
on March 30, 2001.
2. The Company's Quarterly Report on Form 10-Q (Commission File No. 0-981)
for the quarter ended March 31, 2001, as filed with the Commission on
May 15, 2001.
3. All documents filed by the Company with the Commission subsequent to the
date of this Registration Statement under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, and 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 into and made a
part of this Registration Statement from the date of filing of such
documents with the Commission.
4. The description of the Common Stock of the Company contained on page 2
of the Company's Amendment on Form 8 dated September 15, 1992 (amending
Item 14 of the Company's Registration Statement on Form 10 dated
April 28, 1965).
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding (other than an action by, or in the right
of, the corporation) by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and provided further that, with respect to any
criminal action or proceeding, the officer or director had no reasonable cause
to believe his or her conduct was unlawful. In the case of proceedings by or in
the right of the corporation, the Florida Act provides that, in general, a
corporation may indemnify any person who was or is a party to any such
proceeding by reason of the fact that he or she is or was a director or officer
of the corporation against expenses and amounts paid in settlement actually and
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reasonably incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof, provided that such person acted in
good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim as to which such person
is adjudged liable unless a court of competent jurisdiction determines upon
application that such person is fairly and reasonably entitled to indemnity. To
the extent that any officers or directors are successful on the merits or
otherwise in the defense of any of the proceedings described above, the Florida
Act provides that the corporation is required to indemnify such officers or
directors against expenses actually and reasonably incurred in connection
therewith. However, the Florida Act further provides that, in general,
indemnification or advancement of expenses shall not be made to or on behalf of
any officer or director if a judgment or other final adjudication establishes
that his or her actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (i) a violation of the criminal law,
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe it was unlawful; (ii)
a transaction from which the director or officer derived an improper personal
benefit; (iii) in the case of a director, a circumstance under which the
director has voted for or assented to a distribution made in violation of the
Florida Act or the corporation's articles of incorporation; or (iv) willful
misconduct or a conscious disregard for the best interests of the corporation
in a proceeding by or in the right of the corporation to procure a judgment in
its favor or in a proceeding by or in the right of a shareholder. Under the
terms of the Company's Articles of Incorporation and Bylaws, the Company shall
indemnify any director or officer or any former director and officer, and may
indemnify any employee or former employer, in each case to the fullest extent
permitted by law.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Articles of Incorporation of the Company, together with all amendments
thereto, are incorporated by reference to the exhibits to the Annual Report
of the Company on Form 10-K for the year ended December 25, 1993.
4.2 Amended and Restated By-laws of the Company are incorporated by reference
to the exhibits to the Annual Report of the Company on Form 10-K for the
year ended December 28, 1996.
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, as to
the legality of the Common Stock being registered
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis
(contained in Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney (contained on signature page)
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
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(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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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 Lakeland, State of Florida, on the 21st day of June,
2001.
Publix Super Markets, Inc.
By:/s/ John A. Attaway, Jr.
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John A. Attaway, Jr.
Secretary
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Publix Super Markets, Inc., a Florida corporation, for himself and
not for one another, does hereby constitute and appoint John A. Attaway, Jr. and
Tina P. Johnson, and each of them, a true and lawful attorney in his name, place
and stead, in any and all capacities, to sign his name to any and all
amendments, including post-effective amendments, to this registration statement,
with respect to the proposed issuance, sale and delivery of shares of its Common
Stock, and to cause the same to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for himself hereby ratifies
and confirms all that said attorneys or any one of them shall 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Howard M. Jenkins Chairman of the Board June 21, 2001
--------------------------- and Director
Howard M. Jenkins
/s/ Charles H. Jenkins, Jr. Chief Executive Officer and June 21, 2001
--------------------------- Director (Principal Executive
Charles H. Jenkins, Jr. Officer)
/s/ W. Edwin Crenshaw President and Director June 21, 2001
---------------------------
W. Edwin Crenshaw
/s/ Hoyt R. Barnett Vice Chairman and Director June 21, 2001
---------------------------
Hoyt R. Barnett
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Signature Title Date
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/s/ Tina P. Johnson Senior Vice President and June 21, 2001
--------------------------- Director
Tina P. Johnson
/s/ David P. Phillips Chief Financial Officer and June 21, 2001
--------------------------- Treasurer (Principal Financial
David P. Phillips and Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Articles of Incorporation of the Company, together with all
amendments thereto, are incorporated by reference to the exhibits
to the Annual Report of the Company on Form 10-K for the year
ended December 25, 1993.
4.2 Amended and Restated By-laws of the Company are incorporated by
reference to the exhibits to the Annual Report of the Company on
Form 10-K for the year ended December 28, 1996.
5 Opinion of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
as to the legality of the Common Stock being registered
23.1 Consent of Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis
(contained in Exhibit 5)
23.2 Consent of KPMG LLP
24 Powers of Attorney (contained on signature page)
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