Village Super Market Inc – ‘S-8 POS’ on 3/7/05

On:  Monday, 3/7/05, at 1:39pm ET   ·   Effective:  3/7/05   ·   Accession #:  1001746-5-8   ·   File #:  333-57315

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Post-Effective Amendment to an S-8   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post Effective Amendment No. 1                        10±    43K 
 2: EX-5        Opinion Letter of Counsel                              1      8K 
 3: EX-23       Accounting Firm Consent                                1      6K 

S-8 POS   —   Post Effective Amendment No. 1
Document Table of Contents

                                                Registration No. 333-57315
As filed with the Securities and Exchange Commission on March 7, 2005   

=============================================================================   

    UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
_____________________ 

FORM S-8  
POST-EFFECTIVE AMENDMENT NO. 1  
TO A  
REGISTRATION STATEMENT  
UNDER 
THE SECURITIES ACT OF 1933  
_____________________ 

VILLAGE SUPER MARKET, INC.
------------------------------------------------  
(Exact name of issuer as specified in its charter)  

New Jersey                              22-1576170  
-------------------------------              ------------------         
(State or other jurisdiction of                (I.R.S. Employer         
incorporation or organization)               Identification No.)      

733 Mountain Avenue   
Springfield, NJ  07081
(973) 467-2200
----------------------
(Address of principal executive offices)  

VILLAGE SUPER MARKET, INC.
1997 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN
AND   
VILLAGE SUPER MARKET, INC.
2004 STOCK PLAN   
--------------------------------------------------
(Full title of plan)  

 Kevin Begley, Chief Financial Officer
Village Super Market, Inc.
733 Mountain Avenue 
Springfield, NJ  07081
---------------------------------------------------------------   
(Name and address of agent for service) 

(973) 467-2200
---------------------------------------------------------------   
(Telephone number, including area code, of agent for service)   

___________________ 

CALCULATION OF REGISTRATION FEE 

                    Additional       Proposed Maximum     Proposed Maximum
Title of securities     Amount to        offering price         aggregate       
to be registered     be registered*      per share(1)       offering price(2) 
-------------------   -------------     ----------------     -----------------  

Class A                                                               
Common Stock,      300,000 shares        $40.38             $12,114,000     
without par value                                                               

(1) This Registration Statement shall also cover any additional shares of       
Common Stock which become issuable by reason of any stock dividend, stock       
split, recapitalization or other similar transaction effected without the       
receipt of consideration which results in an increase in the number of the      
Registrant's outstanding shares of Common Stock.                                

(2) Calculated solely for purposes of this offering under Rule 457(h) of the    
Securities Act of 1933, as amended, on the basis of the weighted average        
exercise price of the outstanding options and the market price as of March 2,   
2005 for securities not subject to outstanding options.                         

March 7, 2005   

Part I          

   The document(s) containing the information specified in Part I, including
Items 1 and 2, which constitutes the Prospectus, will be sent or given to       
employees specified by Rule 428(b)(1) but not filed with the Commission         
herewith or pursuant to Rule 424 as Prospectus Supplements, in accordance with  
the Note to Part I included in Form S-8.                                        

Part II           

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                        

Village Super Market, Inc.(the "Company") hereby incorporates by      
reference the following documents:                                              

   (a)  The Company's Annual Report on Form 10-K for the year ended July 31,
2004 filed with the Commission on October 21, 2004.                             

(b)  The Company's Definitive Proxy Statement relating to a meeting of
shareholders held on December 10, 2004, filed with the Commission on October    
25, 2004.                                                                       

   (c)  The Company's Quarterly Report on Form 10-Q for the quarterly period
ending October 30, 2004, filed with the Commission on December 7, 2004.         

 (d)  The "Description of the Company's Capital Stock" contained on Page
28 of the Company's Registration Statement on Form S-2 filed on June 11, 1987.  

In addition, all documents filed by the Company pursuant to Sections  
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended   
(the "Exchange Act") subsequent to the date of this Registration Statement and  
prior to the filing of a post-effective amendment that indicates that all       
securities offered herein have been sold or that deregisters all securities     
then remaining unsold shall be deemed to be incorporated herein by reference    
and to be a part hereof from the respective date of filing of each such         
document.  Any statement contained in a document incorporated by reference      
herein shall be deemed to be modified or superseded for purposes of this        
Registration Statement to the extent that a statement contained herein or in    
any other subsequently filed document that also is incorporated or deemed to    
be incorporated herein by reference modifies or supersedes such statement.      
Any such statement so modified or superseded shall not be deemed, except as so  
modified or superseded, to constitute a part of this Registration Statement.    

ITEM 4.  DESCRIPTION OF SECURITIES.                                             

Not applicable.                                                       

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.                                 

Not applicable.                                                       

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.                             

The Company's Certificate of Incorporation provides that the Company  
shall indemnify its directors and officers to the full extent permitted by New  
Jersey law, including in circumstances in which indemnification is otherwise    
discretionary under New Jersey law.                                             

  Section 14A:2-7 of the New Jersey Business Corporation Act provides that
a New Jersey corporation's "certificate of incorporation may provide that a     
director or officer shall not be personally liable, or shall be liable only to  
the extent therein provided, to the corporation or its shareholders for         
damages for breach of any duty owed to the corporation or its shareholders,     
except that such provision shall not relieve a director or officer from         
liability for any breach of duty based upon an act or omission (a) in breach    
of such person's duty of loyalty to the corporation or its shareholders, (b)    
not in good faith or involving a knowing violation of law or (c) resulting in   
receipt by such person of an improper personal benefit. As used in this         
subsection, an act or omission in breach of a person's duty of loyalty means    
an act or omission which that person knows or believes to be contrary to the    
best interests of the corporation or its shareholders in connection with a      
matter in which he has a material conflict of interest."                        

In addition, Section 14A:3-5 (1995) of the New Jersey Business        
Corporation Act (1995) provides as follows:                                     

"INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES                           

(1) As used in this section,                                                    

(a) "Corporate agent" means any person who is or was a director, officer, 
employee or agent of the indemnifying corporation or of any constituent         
corporation absorbed by the indemnifying corporation in a consolidation or      
merger and any person who is or was a director, officer, trustee, employee or   
agent of any other enterprise, serving as such at the request of the            
indemnifying corporation, or of any such constituent corporation, or the legal  
representative of any such director, officer, trustee, employee or agent;       

(b) "Other enterprise" means any domestic or foreign corporation, other   
than the indemnifying corporation, and any partnership, joint venture, sole     
proprietorship, trust or other enterprise, whether or not for profit, served    
by a corporate agent;                                                           

(c) "Expenses" means reasonable costs, disbursements and counsel fees;    

(d) "Liabilities" means amounts paid or incurred in satisfaction of       
settlements, judgments, fines and penalties;                                    

(e) "Proceeding" means any pending, threatened or completed civil,        
criminal, administrative or arbitrative action, suit or proceeding, and any     
appeal therein and any inquiry or investigation which could lead to such        
action, suit or proceeding; and                                                 

(f) References to "other enterprises" include employee benefit plans;     
references to "fines" include any excise taxes assessed on a person with        
respect to an employee benefit plan; and references to "serving at the request  
of the indemnifying corporation" include any service as a corporate agent       
which imposes duties on, or involves services by, the corporate agent with      
respect to an employee benefit plan, its participants, or beneficiaries; and a  
person who acted in good faith and in a manner the person reasonably believed   
to be in the interest of the participants and beneficiaries of an employee      
benefit plan shall be deemed to have acted in a manner "not opposed to the      
best interests of the corporation" as referred to in this section.              

(2) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against   
his expenses and liabilities in connection with any proceeding involving the    
corporate agent by reason of his being or having been such a corporate agent,   
other than a proceeding by or in the right of the corporation, if:              

(a) such corporate agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation; and  

(b) with respect to any criminal proceeding, such corporate agent had no  
reasonable cause to believe his conduct was unlawful. The termination of any    
proceeding by judgment, order, settlement, conviction or upon a plea of nolo    
contendere or its equivalent, shall not of itself create a presumption that     
such corporate agent did not meet the applicable standards of conduct set       
forth in paragraphs 14A:3-5(2)(a) and 14A:3-5(2)(b).                            

(3) Any corporation organized for any purpose under any general or special
law of this State shall have the power to indemnify a corporate agent against   
his expenses in connection with any proceeding by or in the right of the        
corporation to procure a judgment in its favor which involves the corporate     
agent by reason of his being or having been such corporate agent, if he acted   
in good faith and in a manner he reasonably believed to be in or not opposed    
to the best interests of the corporation. However, in such proceeding no        
indemnification shall be provided in respect of any claim, issue or matter as   
to which such corporate agent shall have been adjudged to be liable to the      
corporation, unless and only to the extent that the Superior Court or the       
court in which such proceeding was brought shall determine upon application     
that despite the adjudication of liability, but in view of all circumstances    
of the case, such corporate agent is fairly and reasonably entitled to          
indemnity for such expenses as the Superior Court or such other court shall     
deem proper.                                                                    

(4) Any corporation organized for any purpose under any general or special
law of this State shall indemnify a corporate agent against expenses to the     
extent that such corporate agent has been successful on the merits or other-    
wise in any proceeding referred to in subsections 14A:3-5(2) and 14A:3-5(3) or  
in defense of any claim, issue or matter therein.                               

(5) Any indemnification under subsection 14A:3-5(2) and, unless ordered by
a court, under subsection 14A:3-5(3) may be made by the corporation only as     
authorized in a specific case upon a determination that indemnification is      
proper in the circumstances because the corporate agent met the applicable      
standard of conduct set forth in subsection 14A:3-5(2) or subsection 14A:3-     
5(3). Unless otherwise provided in the certificate of incorporation or bylaws,  
such determination shall be made:                                               

(a) by the board of directors or a committee thereof, acting by a majority
vote of a quorum consisting of directors who were not parties to or otherwise   
involved in the proceeding; or                                                  

(b) if such a quorum is not obtainable, or, even if obtainable and such   
quorum of the board of directors or committee by a majority vote of the         
disinterested directors so directs, by independent legal counsel, in a written  
opinion, such counsel to be designated by the board of directors; or            

(c) by the shareholders if the certificate of incorporation or bylaws or a
resolution of the board of directors or of the shareholders so directs.         

(6) Expenses incurred by a corporate agent in connection with a proceeding
may be paid by the corporation in advance of the final disposition of the       
proceeding as authorized by the board of directors upon receipt of an under-    
taking by or on behalf of the corporate agent to repay such amount if it shall  
ultimately be determined that he is not entitled to be indemnified as provided  
in this section.                                                                

(7) (a) If a corporation upon application of a corporate agent has failed 
or refused to provide indemnification as required under subsection 14A:3-5(4)   
or permitted under subsections 14A:3-5(2), 14A:3-5(3) and 14A:3-5(6), a         
corporate agent may apply to a court for an award of indemnification by the     
corporation, and such court:                                                    

  (i) may award indemnification to the extent authorized under subsections
14A:3-5(2) and 14A:3-5(3) and shall award indemnification to the extent         
required under subsection 14A:3-5(4), notwithstanding any contrary              
determination which may have been made under subsection 14A:3-5(5); and         

(ii) may allow reasonable expenses to the extent authorized by, and   
subject to the provisions of, subsection 14A:3-5(6), if the court shall find    
that the corporate agent has by his pleadings or during the course of the       
proceeding raised genuine issues of fact or law.                                

(b) Application for such indemnification may be made:                     

  (i) in the civil action in which the expenses were or are to be incurred
or other amounts were or are to be paid; or                                     

 (ii) to the Superior Court in a separate proceeding. If the application
is for indemnification arising out of a civil action, it shall set forth        
reasonable cause for the failure to make application for such relief in the     
action or proceeding in which the expenses were or are to be incurred or other  
amounts were or are to be paid.                                                 

 The application shall set forth the disposition of any previous application
for indemnification and shall be made in such manner and form as may be         
required by the applicable rules of court or, in the absence thereof, by        
direction of the court to which it is made. Such application shall be upon      
notice to the corporation. The court may also direct that notice shall be       
given at the expense of the corporation to the shareholders and such other      
persons as it may designate in such manner as it may require.                   

(8) The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this section shall not exclude any other   
rights, including the right to be indemnified against liabilities and expenses  
incurred in proceedings by or in the right of the corporation, to which a       
corporate agent may be entitled under a certificate of incorporation, bylaw,    
agreement, vote of shareholders, or otherwise; provided that no                 
indemnification shall be made to or on behalf of a corporate agent if a         
judgment or other final adjudication adverse to the corporate agent             
establishes that his acts or omissions (a) were in breach of his duty of        
loyalty to the corporation or its shareholders, as defined in subsection (3)    
of N.J.S.14A:2-7, (b) were not in good faith or involved a knowing violation    
of law or (c) resulted in receipt by the corporate agent of an improper         
personal benefit.                                                               

(9) Any corporation organized for any purpose under any general or special
law of this State shall have the power to purchase and maintain insurance on    
behalf of any corporate agent against any expenses incurred in any proceeding   
and any liabilities asserted against him by reason of his being or having been  
a corporate agent, whether or not the corporation would have the power to       
indemnify him against such expenses and liabilities under the provisions of     
this section. The corporation may purchase such insurance from, or such         
insurance may be reinsured in whole or in part by, an insurer owned by or       
otherwise affiliated with the corporation, whether or not such insurer does     
business with other insureds.                                                   

(10) The powers granted by this section may be exercised by the           
corporation, notwithstanding the absence of any provision in its certificate    
of incorporation or bylaws authorizing the exercise of such powers.             

(11) Except as required by subsection 14A:3-5(4), no indemnification shall
be made or expenses advanced by a corporation under this section, and none      
shall be ordered by a court, if such action would be inconsistent with a        
provision of the certificate of incorporation, a bylaw, a resolution of the     
board of directors or of the shareholders, an agreement or other proper         
corporate action, in effect at the time of the accrual of the alleged cause of  
action asserted in the proceeding, which prohibits, limits or otherwise         
conditions the exercise of indemnification powers by the corporation or the     
rights of indemnification to which a corporate agent may be entitled.           

(12) This section does not limit a corporation's power to pay or reimburse
expenses incurred by a corporate agent in connection with the corporate         
agent's appearance as a witness in a proceeding at a time when the corporate    
agent has not been made a party to the proceeding."                             

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                                    

Not applicable.                                                       

ITEM 8.  EXHIBITS                                                               

The following is a complete list of exhibits filed as part of this    
Registration Statement:                                                         

Exhibit                                                                     
No.                       Description                                   

4.1  The Company's 1997 Incentive and Non-Statutory Stock Option Plan, adopted  
  by the Company's Board of Directors and Shareholders on December 5, 1997
(Filed as an Exhibit to the Company's Definitive Proxy Statement for a
meeting of shareholders held on December 5, 1997 and filed on November
4, 1997 and incorporated herein by reference).                        

4.2  The Company's 2004 Stock Plan, adopted by the Company's Board of           
  Directors and Shareholders on December 10, 2004 (filed as an Appendix to
the Company's Definitive Proxy Statement for a meeting of shareholders
held on December 10, 2004 and filed on October 25, 2004.              

5.1  Opinion of Dillon, Bitar & Luther, L.L.C.                                  

23.1 Consent of Dillon, Bitar & Luther, L.L.C. (included in Exhibit 5.1 to      
this Registration Statement).                                         

23.2 Consent of KPMG LLP.                                                       

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; and                  

(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 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 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.                                   

(c)  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 foregoing provisions, 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 Act 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 Act
and will be governed by the final adjudication of such issue.         

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 Township of Springfield, State of New         
Jersey, on this 7th day of March 2005.                                          

                                      VILLAGE SUPER MARKET, INC.

                           KEVIN R. BEGLEY
                                  By: ____________________________
                           Kevin R. Begley
                                   Chief Financial Officer

POWER OF ATTORNEY 

Each person whose signature appears below constitutes and appoints and
hereby authorizes Kevin R. Begley such person's true and lawful attorney-in-    
fact, with full power of substitution or resubstitution, for such person and    
in his name, place and stead, in any and all capacities, to sign on such        
person's behalf, individually and in each capacity stated below, any and all    
amendments, including post-effective amendments to this registration statement  
and to sign any and all additional registration statements relating to the      
same offering of securities as this registration statement that are filed       
pursuant to Rule 462(b) of the Securities Act, and to file the same, with all   
exhibits thereto, and other documents in connection therewith, with the         
Commission granting unto said attorneys-in-fact, full power and authority to    
do and perform each and every act and thing requisite or necessary to be done   
in and about the premises, as fully to all intents and purposes as such person  
might or could do in person, hereby ratifying and confirming all that said      
attorneys-in-fact, or their substitute or substitutes, may lawfully do or       
cause to be done by virtue hereof.                                              

Pursuant to the requirements of the Securities Act, this Registration 
Statement on Form S-8 has been signed by the following persons in the           
capacities indicated, on March 7, 2005.                                         

Signature                                 Title               

PERRY SUMAS                                                           
________________________           President and Director               
Perry Sumas                                                           

JAMES SUMAS                                                           
  ________________________          Chairman of the Board, Chief Executive
James Sumas                       Officer and Director                

ROBERT SUMAS                                                          
 ________________________          Executive Vice President and Director
Robert Sumas                                                          

WILLIAM SUMAS                                                         
 ________________________          Executive Vice President and Director
William Sumas                                                         

JOHN SUMAS                                                            
 ________________________          Executive Vice President and Director
John Sumas                                                            

DAVID C. JUDGE                                                        
________________________          Director                            
David C. Judge                                                        

JOHN J. MCDERMOTT                                                     
________________________          Director                            
John J. McDermott                                                     

STEVEN CRYSTAL                                                        
________________________          Director                            
Steven Crystal                                                        

EXHIBIT INDEX 

Exhibit                                                                         
No.                     Description                                         

4.1  The Company's 1997 Incentive and Non-Statutory Stock Option Plan, adopted  
  by the Company's Board of Directors and Shareholders on December 5, 1997
(Filed as an Exhibit to the Company's Proxy Statement for a meeting of
 shareholders held on December 5, 1997, and filed with the Commission on
November 4, 1997, and incorporated herein by reference).              

4.2  The Company's 2004 Stock Plan, adopted by the Company's Board of           
  Directors and Shareholders on December 10, 2004 (filed as an Appendix to
   the Company's Definitive Proxy Statement for a meeting of shareholders on
 December 10, 2004 and filed on October 25, 2004 and incorporated herein
by reference.                                                         

5.1  Opinion of Dillon, Bitar & Luther, L.L.C.                                  

23.1 Consent of Dillon, Bitar & Luther, L.L.C. (included in Exhibit 5.1 to      
this Registration Statement).                                         

23.2 Consent of KPMG LLP.                                                       

24.1 Power of Attorney (included in the signature page of this Registration     
Statement on Form S-8).                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8 POS’ Filing		Date		Other Filings
Filed on / Effective on:		3/7/05
		3/2/05
		12/10/04		DEF 14A
		12/7/04		10-Q
		10/30/04		10-Q
		10/25/04		DEF 14A
		10/21/04		10-K
		7/31/04		10-K,  8-K
		12/5/97		DEF 14A
		11/4/97		DEF 14A
				List all Filings