As filed with the Securities and Exchange

Commission on March 28, 2012

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)

 

 

 

The Kroger Co. 401(k) Retirement Savings Account 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.

 

 

CALCULATION OF REGISTRATION FEE

 

Proposed

Proposed

Maximum

Maximum

Title of

Amount

Offering

Aggregate

Amount of

Securities to

to be

Price

Offering

Registration

be Registered

Registered

Per Share(1)

Price(1)

Fee

Common Shares $1 Par Value

10,000,000 shares(2)

$

24.10

$

241,000,000

$

27,618.60

(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 March 22, 2012, 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.

 

 

 

 

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. 333-138152 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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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 March 28, 2012.

 

	THE KROGER CO.
	By	*/s/ David B. Dillon
		David B. Dillon,
		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 March 28, 2012.

 

Signature		Title
*/s/ David B. Dillon		Chairman of the Board, Chief Executive Officer and Director
David B. Dillon		(principal executive officer)
*/s/ J. Michael Schlotman		Chief Financial Officer
J. Michael Schlotman		(principal financial officer)
*/s/ M. Elizabeth Van Oflen		Vice President and Corporate Controller
M. Elizabeth Van Oflen		(principal accounting officer)
*/s/ Reuben V. Anderson		Director
Reuben V. Anderson
*/s/ Robert D. Beyer		Director
Robert D. Beyer
		Director
Susan J. Kropf
*/s/ John T. LaMacchia		Director
John T. LaMacchia
*/s/ David B. Lewis		Director
David B. Lewis
*/s/ W. Rodney McMullen		President, Chief Operating Officer and Director
W. Rodney McMullen
*/s/ Jorge P. Montoya		Director
Jorge P. Montoya
*/s/ Clyde R. Moore		Director
Clyde R. Moore

 

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*/s/ Susan M. Phillips			Director
Susan M. Phillips
*/s/ Steven R. Rogel			Director
Steven R. Rogel
*/s/ James A. Runde			Director
James A. Runde
*/s/ Ronald L. Sargent			Director
Ronald L. Sargent
*/s/ Bobby S. Shackouls			Director
Bobby S. Shackouls
By:	*/s/ Bruce M. Gack
	Bruce M. Gack
	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, State of Ohio, on March 28, 2012.

 

		THE KROGER CO. 401(K) RETIREMENT SAVINGS ACCOUNT PLAN ADMINISTRATIVE COMMITTEE
		By:	/s/ Paul Heldman
		Name:  Paul Heldman
		Title:  Chairman of the Administrative Committee
		By:	/s/ Richard A. Manka
		Name:  Richard A. Manka
		Title:  Member of the Administrative Committee
		By:	/s/ J. Michael Schlotman
		Name:  J. Michael Schlotman
		Title:  Member of the Administrative Committee
		By:	/s/ R. Pete Williams
		Name:  R. Pete Williams
		Title:  Member of the Administrative Committee
		By:	/s/ Theresa Monti
		Name:  Theresa Monti
		Title:  Member of the Administrative Committee

 

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INDEX OF EXHIBITS

 

Exhibit 5.1		Opinion of Paul W. Heldman, Esquire, including his consent. Filed herewith.
Exhibit 23.1		Consent of PricewaterhouseCoopers LLP, Independent Accountants. Filed herewith.
Exhibit 23.2		Consent of Clark, Shaefer, Hackett & Co., Independent Accountants. Filed herewith.
Exhibit 23.3		Consent of Paul W. Heldman, Esquire. Contained in the opinion filed as Exhibit 5.1 hereto.
Exhibit 24		Powers of Attorney of certain officers and directors of Kroger. Filed herewith.

 

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