-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DwirxN2MbtJcBA8lapKx/2NUhJZwAPVM2IK+tth7j7DbK4L5VScbawIFP4RnZweW WnhQrBGHsVbPy5Ockpiuiw== 0000905729-02-000140.txt : 20020719 0000905729-02-000140.hdr.sgml : 20020719 20020717160729 ACCESSION NUMBER: 0000905729-02-000140 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020717 EFFECTIVENESS DATE: 20020717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPARTAN STORES INC CENTRAL INDEX KEY: 0000877422 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 380593940 STATE OF INCORPORATION: MI FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-96615 FILM NUMBER: 02704841 BUSINESS ADDRESS: STREET 1: 850 76TH ST SW STREET 2: P O BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 BUSINESS PHONE: 6168782000 MAIL ADDRESS: STREET 1: 850 76TH ST SW STREET 2: PO BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 S-8 1 spss8071102.htm REGISTRATION STATEMENT Spartan Stores, Inc. Form S-8 07-11-02

Registration No. 333-____________


SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SPARTAN STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

38-0593940
(I.R.S. Employer
Identification Number)

   

850 76th Street, S.W., P.O. Box 8700
Grand Rapids, Michigan

(Address of Principal Executive Offices)


49518
(Zip Code)

SPARTAN STORES, INC. SAVINGS PLUS PLAN
FOR J.F. WALKER COMPANY ASSOCIATES

(Full Title of the Plan)

James B. Meyer
President and Chief Executive Officer
Spartan Stores, Inc.
850 76th Street, S.W.
Grand Rapids, Michigan 49518

(Name and Address of Agent for Service)

Copies to:

Alex J. DeYonker
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

(616) 878-2000
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE


Title of Each Class of
Securities to be
Registered



Amount to be
Registered

Proposed
Maximum
Offering Price
Per Share (1)

Proposed
Maximum
Aggregate
Offering Price (1)


Amount Of
Registration
Fee


Common stock, no par value


25,000 shares (2)


$3.47 (3)


$86,750.00 (3)


$7.98


(1)

On July 10, 2002, the average of the bid and asked prices of the Common Stock of Spartan Stores, Inc. was $3.47 per share. The registration fee is computed in accordance with Rule 457(h) and (c).

(2)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act"), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This registration statement also covers such indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments.

(3)

Estimated solely for the purpose of calculating the registration fee.






EXPLANATORY NOTE

          This Registration Statement is filed for the purpose of registering 25,000 additional shares of Common Stock by Spartan Stores, Inc., a Michigan corporation (the "Registrant"), for use in connection with the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates. In accordance with General Instruction E to Form S-8, the Registration incorporates by reference the contents of the Registration Statement on Form S-8, file No. 333-66430, filed on August 1, 2001, as amended by Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed on July 17, 2002.

SIGNATURES

          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 Grand Rapids, State of Michigan, on this 17th day of July, 2002.


 

SPARTAN STORES, INC.
(Registrant)

   
   
   
 

By/s/James B. Meyer


 

     James B. Meyer
     Chairman of the Board, President and Chief
     Executive Officer

















2


                    Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.


July 17, 2002

By /s/ Alex J. DeYonker


 

     Alex J. DeYonker
     Director

   
   

July 17, 2002

By /s/ Elson S. Floyd, Ph.D.*


 

     Elson S. Floyd, Ph.D.
     Director

   
   

July 17, 2002

By /s/ Richard B. Iott*


 

     Richard B. Iott
     Director

   
   

July 17, 2002

By /s/ Gregory P. Josefowicz*


 

     Gregory P. Josefowicz
     Director

   
   

July 17, 2002

By /s/ Joel A. Levine*


 

     Joel A. Levine
     Director

   
   

July 17, 2002

By /s/ James B. Meyer


 

     James B. Meyer
     Director

   
   

July 17, 2002

By /s /Elizabeth A. Nickels*


 

     Elizabeth A. Nickels
     Director



3


Date

Signature

   
   

July 17, 2002

By /s/ Russell H. VanGilder, Jr.*


 

     Russell H. VanGilder, Jr.
     Director

   
   

July 17, 2002

By /s/ Kenneth T. Stevens*


 

     Kenneth T. Stevens
     Director

   

July 17, 2002

By /s /David M. Staples


 

     David M. Staples
     Executive Vice President and Chief Financial Officer
     (Principal Financial and Accounting Officer)



*By /s/ Alex J. DeYonker


 

     Alex J. DeYonker
     Attorney-in-Fact

 



















4


          The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who adminster the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on this 17th day of July, 2002.

 

SPARTAN STORES, INC. SAVINGS PLUS PLAN
FOR J.F. WALKER COMPANY ASSOCIATES

   
 

By:    SPARTAN STORES, INC.
         Plan Administrator

   
 

    By:    /s/ Mark C. Eriks


 

            Mark C. Eriks, Vice President Human Resources





















5


EXHIBIT INDEX

Exhibit
Number


Document

   

4.1

Articles IV, V, VIII, IX, X, XII and XIII of the Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-Effective Amendment No. 1 to Registration Statement on Form S-4, filed on June 5, 2000. Here incorporated by reference.

   

4.2

Articles II, III and X of the Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-Effective Amendment No. 1 to Registration Statement on Form S-4, filed on June 5, 2000. Here incorporated by reference.

   

5.1

Opinion of Warner Norcross & Judd LLP.

   

5.2

Most recent Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates. Previously filed as an exhibit to Post-Effective Amendment to No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference.

   

23.1

Consent of Independent Public Accountants.

   

23.2

Consent of Warner Norcross & Judd LLP (included in Exhibit 5 and incorporated herein by reference).

   

24

Powers of Attorney.

EX-5.1 3 spsex51071102.htm EXHIBIT 5.1 & 23.2 SPARTAN STORES FORM S-8 EXHIBIT 5.1 AND EXHIBIT 23.2

EXHIBIT 5.1 AND EXHIBIT 23.2

Warner Norcross & Judd LLP
Attorneys at Law
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

Telephone (616) 752-2000
Fax (616) 752-2500




July 17, 2002

Spartan Stores, Inc.
870 76th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan 49518

Ladies and Gentlemen:

                    As legal counsel for Spartan Stores, Inc., a Michigan corporation (the "Company"), we have examined and are familiar with the Company's Restated Articles of Incorporation, Bylaws and other corporate records and documents and have made such further examination as we have deemed necessary or advisable in order to enable us to render this opinion. Based upon the foregoing, we are of the opinion that the 25,000 shares of Common Stock being registered on Form S-8 under the Securities Act of 1933 are authorized shares of Common Stock and such shares, when issued pursuant to Spartan Stores, inc. Savings Plus Plan for J.F. Walker Company Associates, will be legally issued and outstanding, fully paid and nonassessable.

                    We hereby consent to the filing of this opinion and consent as an exhibit to the Registration Statement on Form S-8 covering the Common Stock to be issued pursuant to this Registration Statement.


 

Very truly yours,

WARNER NORCROSS & JUDD LLP

   
   
 

By /s/ Alex J. DeYonker


 

     Alex J. DeYonker
     A Partner

EX-23.1 4 spsex231071102.htm EXHIBIT 23.1 SPARTAN STORES FORM S-8 EXHIBIT 23.1

EXHIBIT 23.1


Deloitte & Touche LLP
700 Bridgewater Place
333 Bridge Street, NW
Grand Rapids, Michigan 49504-5359

Tel: (616) 336-7900
Fax: (616) 336-7950
www.us.deloitte.com

[Deloitte & Touche Logo]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the Registration Statement of Spartan Stores, Inc. on Form S-8 of our report dated May 3, 2002, appearing in the Annual Report on Form 10-K of Spartan Stores, Inc. for the year ended March 30, 2002 which is part of this Registration Statement.


/s/DELOITTE & TOUCHE LLP

July 17, 2002

EX-24 5 spsex24071102.htm EXHIBIT 24 SPARTAN STORES FORM S-8 EXHIBIT 24

EXHIBIT 24

POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, with full power of substitution, his attorneys or attorney to execute in his name, place, and stead, a Registration Statement on Form S-8 to register 25,000 shares of Spartan Stores, Inc. common stock, no par value ("Common Stock"), to be issued pursuant to the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

 

 

July 10, 2002

/s/Elson S. Floyd, Ph.D.


 

Signature

   
   
 

Elson S. Floyd, Ph.D.


 

Name

   
   
 

Director


 

Title













POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, with full power of substitution, his attorneys or attorney to execute in his name, place, and stead, a Registration Statement on Form S-8 to register 25,000 shares of Spartan Stores, Inc. common stock, no par value ("Common Stock"), to be issued pursuant to the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

 

 

July 10, 2002

/s/Richard B. Iott


 

Signature

   
   
 

Richard B. Iott


 

Name

   
   
 

Director


 

Title













POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, with full power of substitution, his attorneys or attorney to execute in his name, place, and stead, a Registration Statement on Form S-8 to register 25,000 shares of Spartan Stores, Inc. common stock, no par value ("Common Stock"), to be issued pursuant to the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

 

 

July 10, 2002

/s/Gregory P. Josefowicz


 

Signature

   
   
 

Gregory P. Josefowicz


 

Name

   
   
 

Director


 

Title













POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, with full power of substitution, his attorneys or attorney to execute in his name, place, and stead, a Registration Statement on Form S-8 to register 25,000 shares of Spartan Stores, Inc. common stock, no par value ("Common Stock"), to be issued pursuant to the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

 

 

July 10, 2002

/s/Joel A. Levine


 

Signature

   
   
 

Joel A. Levine


 

Name

   
   
 

Director


 

Title













POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, with full power of substitution, his attorneys or attorney to execute in his name, place, and stead, a Registration Statement on Form S-8 to register 25,000 shares of Spartan Stores, Inc. common stock, no par value ("Common Stock"), to be issued pursuant to the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

 

 

July 10, 2002

/s/Elizabeth A. Nickels


 

Signature

   
   
 

Elizabeth A. Nickels


 

Name

   
   
 

Director


 

Title













POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, with full power of substitution, his attorneys or attorney to execute in his name, place, and stead, a Registration Statement on Form S-8 to register 25,000 shares of Spartan Stores, Inc. common stock, no par value ("Common Stock"), to be issued pursuant to the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

 

 

July 10, 2002

/s/Russell H. VanGilder, Jr.


 

Signature

   
   
 

Russell H. VanGilder, Jr.


 

Name

   
   
 

Director


 

Title












POWER OF ATTORNEY

                    The undersigned, in his capacity as a director or officer, or both, as the case may be, of Spartan Stores, Inc., does hereby appoint JAMES B. MEYER or ALEX J. DEYONKER, and both of them severally, with full power of substitution, his attorneys or attorney to execute in his name, place, and stead, a Registration Statement on Form S-8 to register 25,000 shares of Spartan Stores, Inc. common stock, no par value ("Common Stock"), to be issued pursuant to the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates, and any and all amendments thereto, and to file it or them with the Securities and Exchange Commission.

 

 

July 10, 2002

/s/Kenneth T. Stevens


 

Signature

   
   
 

Kenneth T. Stevens


 

Name

   
   
 

Director


 

Title

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