KROGER CO — Regulatory Filings 2008

Mar 31, 2008

S-8 1 a08-9234_1s8.htm S-8

*As filed with the Securities and Exchange Commission on March 31, 2008*

*Registration No. 333-*

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, DC 20549*

*FORM S-8*

*REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933*

*THE KROGER CO.*

(Exact name of registrant as specified in its charter)

Ohio	31-0345740
(State
or other jurisdiction of incorporation
or organization)	(IRS
Employer Identification
No.)
1014 Vine Street, Cincinnati, Ohio	45202
(Address
of Principal Executive Offices)	(Zip
Code)

*The Kroger Co. Savings 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.

| Large
accelerated filer x | Accelerated
filer o |
| --- | --- |
| Non-accelerated
filer o (Do not check if smaller reporting
company) | Smaller
reporting company o |

*CALCULATION OF REGISTRATION FEE*

Title 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 $1 Par Value	5,000,000
shares (2)	$25.04	$125,200,000	$4,921

(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 Stock on the New York Stock Exchange on March 27, 2008, 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.

SEQ.=1,FOLIO='',FILE='C:\JMS\105463\08-9234-1\task2824550\9234-1-ba.htm',USER='105463',CD='Mar 30 13:11 2008'

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. 333-106803, 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.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\kwynett\08-9234-1\task2812358\9234-1-bc.htm',USER='kwynett',CD='Mar 26 21:50 2008'

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 31, 2008.

THE KROGER CO.
By	(* 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 31, 2008.

Signature	Title
(*David
B. Dillon)	Chief
Executive Officer and Director
David
B. Dillon	(principal
executive officer)
(*J.
Michael Schlotman)	Chief
Financial Officer
J.
Michael Schlotman	(principal
financial officer)
(*M.
Elizabeth Van Oflen)	Vice
President & Controller
M.
Elizabeth Van Oflen	(principal
accounting officer)
(*Reuben
V. Anderson)	Director
Reuben
V. Anderson
(*Robert
D. Beyer)	Director
Robert
D. Beyer
(*John
L. Clendenin)	Director
John
L Clendenin
(*Susan
J. Kropf)	Director
Susan
J. Kropf
(*John
T. LaMacchia)	Director
John
T. LaMacchia
(*David
B. Lewis)	Director
David
B. Lewis
(*Don
W. McGeorge)	President,
Chief Operating Officer, and Director
Don
W. McGeorge
(*W.
Rodney McMullen)	Vice
Chairman and Director
W.
Rodney McMullen

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\kwynett\08-9234-1\task2812358\9234-1-bc.htm',USER='kwynett',CD='Mar 26 21:50 2008'

| (Jorge
P. Montoya) | |
| --- | --- |
| Jorge
P. Montoya | |
| (Clyde
R. Moore) | Director |
| Clyde
R. Moore | |
| (Katherine
D. Ortega) | Director |
| Katherine
D. Ortega | |
| (Susan
M. Phillips) | Director |
| Susan
M. Phillips | |
| (Steven
R. Rogel) | Director |
| Steven
R. Rogel | |
| (James
A. Runde) | Director |
| James
A. Runde | |
| (Ronald
L. Sargent) | Director |
| Ronald
L. Sargent | |
| (Bobby
S. Shackouls) | Director |
| Bobby
S. Shackouls | |
| By: | (*Bruce
M. Gack) |
| | Bruce
M. Gack |
| | Attorney-in-fact |

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\kwynett\08-9234-1\task2812358\9234-1-bc.htm',USER='kwynett',CD='Mar 26 21:50 2008'

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 31, 2008.

| THE KROGER CO.
SAVINGS 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/ Michael J. Stoll |
| Name: Michael J.
Stoll | |
| Title: Member of
the Administrative Committee | |

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\kwynett\08-9234-1\task2812358\9234-1-bc.htm',USER='kwynett',CD='Mar 26 21:50 2008'

INDEX OF EXHIBITS

| Exhibit 5.1 | Opinion of Paul
W. Heldman, Esquire, including his consent. Filed herewith. |
| --- | --- |
| Exhibit 5.2 | IRS
Determination Letter. 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. |

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\kwynett\08-9234-1\task2812358\9234-1-bc.htm',USER='kwynett',CD='Mar 26 21:50 2008'