As filed with the Securities and Exchange
Commission on August 21, 2015
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) |
The Kroger Co. 401(k) Retirement Savings Account Plan
(Full title of Plan)
Christine S. Wheatley
Group 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 |
Accelerated filer o |
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Non-accelerated filer o (Do not check if smaller reporting company) |
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 Shares $1 Par Value |
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20,000,000 shares |
(2) |
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34.93 |
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$ |
698,600,000 |
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$ |
81,177.32 |
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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 Shares on the New York Stock Exchange on August 21, 2015, which date is within 5 business days prior to the date of the filing of this Registration Statement.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
EXPLANATORY NOTE
The Registrant is registering additional securities under The Kroger Co. 401(k) Retirement Savings Account Plan (the “Plan”) covered hereby for which a Registration Statement on Form S-8, bearing Registration No. 333-180404, currently is effective. Pursuant to General Instruction E of Form S-8, the Registrant elects to incorporate by reference into this Registration Statement the contents of such earlier registration statement that constitute information required in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
A legal opinion to the effect that the Registrant’s common shares offered hereby have been duly authorized and that, when they are issued in accordance with the terms of the Plan, they will be validly issued and outstanding, fully paid and nonassessable, has been rendered by Christine S. Wheatley, Esquire, Group Vice President, Secretary and General Counsel of the Registrant. As of July 15, 2015, Ms. Wheatley owned approximately 47,619 common shares of the Registrant and held options to acquire 19,980 common shares of the Registrant.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
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Exhibit No. |
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Description |
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Exhibit 5.1* |
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Opinion of Christine S. Wheatley, Esquire. |
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Exhibit 5.2* |
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IRS Determination Letter for The Kroger Co. 401(k) Retirement Savings Account Plan. |
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Exhibit 23.1* |
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Consent of PricewaterhouseCoopers LLP. |
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Exhibit 23.2* |
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Consent of Christine S. Wheatley, Esquire (included as part of Exhibit 5.1). |
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Exhibit 24.1* |
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Power of Attorney of Directors of the Registrant. |
* Filed herewith.
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 Cincinnati, State of Ohio, on August 24, 2015.
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THE KROGER CO. | |
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By: |
/s/ W. Rodney McMullen |
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W. Rodney McMullen |
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Chairman of the Board and Chief Executive Officer |
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 August 24, 2015.
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Signature |
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Title | |
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/s/ W. Rodney McMullen |
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Chairman of the Board, Chief Executive Officer and Director | |
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W. Rodney McMullen |
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(principal executive officer) | |
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/s/ 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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/s/ M. Elizabeth Van Oflen |
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Vice President and Corporate Controller | |
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M. Elizabeth Van Oflen |
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(principal accounting officer) | |
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* /s/ Nora A. Aufreiter |
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Director | |
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Nora A. Aufreiter |
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* /s/ Robert D. Beyer |
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Director | |
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Robert D. Beyer |
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* /s/ Susan J. Kropf |
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Director | |
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Susan J. Kropf |
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* /s/ David B. Lewis |
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Director | |
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David B. Lewis |
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* /s/ Jorge P. Montoya |
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Director | |
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Jorge P. Montoya |
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* /s/ Clyde R. Moore |
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Director | |
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Clyde R. Moore |
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* /s/ Susan M. Phillips |
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Director | |
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Susan M. Phillips |
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* /s/ James A. Runde |
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Director | |
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James A. Runde |
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* /s/ Ronald L. Sargent |
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Director | |
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Ronald L. Sargent |
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* /s/ Bobby S. Shackouls |
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Director | |
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Bobby S. Shackouls |
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By: |
* /s/ Stacey M. Heiser |
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Stacey M. Heiser |
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Attorney-in-fact |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer 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 Cincinnati, Ohio, on August 24, 2015.
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THE KROGER CO. 401(K) RETIREMENT SAVINGS ACCOUNT PLAN | ||
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By: |
/s/ Theresa Monti |
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Name: Theresa Monti | ||
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Title: Chairman of the Administrative Committee | ||
EXHIBIT INDEX
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Exhibit No. |
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Description |
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Exhibit 5.1* |
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Opinion of Christine S. Wheatley, Esquire. |
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Exhibit 5.2* |
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IRS Determination Letter for The Kroger Co. 401(k) Retirement Savings Account Plan. |
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Exhibit 23.1* |
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Consent of PricewaterhouseCoopers LLP. |
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Exhibit 23.2* |
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Consent of Christine S. Wheatley, Esquire (included as part of Exhibit 5.1). |
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Exhibit 24.1* |
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Power of Attorney of Directors of the Registrant. |
* Filed herewith.