KROGER CO — Regulatory Filings 2010

Feb 17, 2010

S-8 1 a10-3938_1s8.htm S-8

*As filed with the Securities and Exchange*

*Commission on February 17, 2010*

*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)

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

*The Kroger Co. Savings Plan for Bargaining Unit Associates*

(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*

		Proposed — Maximum	Proposed — 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
Stock $1 Par Value	750,000 shares(2)	$ 21.365	$ 16,023,750	$ 1142.49

(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 February 12, 2010, 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.

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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. 333-152606, 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 February 17, 2010.

THE KROGER CO.
By	(* David B. Dillon)
	David B. Dillon,
	Chairman of the Board,
	Chief Executive
Officer and Director

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 February 17, 2010.

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

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| Clyde
R. Moore | |
| --- | --- |
| (Susan
M. Phillips) | Director |
| Susan
M. Phillips | |
| (Steven
R. Rogel) | Director |
| Steven
R. Rogel | |
| (Ronald
L. Sargent) | Director |
| Ronald
L. Sargent | |
| (Bobby
S. Shackouls) | Director |
| Bobby
S. Shackouls | |
| By: | (*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 February 17, 2010.

| THE KROGER CO. SAVINGS PLAN FOR BARGAINING UNIT
ASSOCIATES 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 | |

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INDEX OF EXHIBITS

| Exhibit 5.1 | Opinion of Paul
W. Heldman, Esquire, including his consent. Filed herewith. |
| --- | --- |
| Exhibit 5.2 | IRS
Determination Letter, incorporated by reference to Exhibit 5.2 of
Registration Statement on Form S-8, bearing file number 333-152606. |
| Exhibit 23.1 | Consent of
PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
Filed herewith. |
| Exhibit 23.2 | Consent
of Clark, Schaefer, 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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