Spartan Stores, Inc. Form S-8 07-11-02

Registration No. 333-____________

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SPARTAN STORES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

38-0593940
(I.R.S. Employer
Identification Number)
   

850 76th Street, S.W., P.O. Box 8700
Grand Rapids, Michigan
(Address of Principal Executive Offices)


49518
(Zip Code)

SPARTAN STORES, INC. SAVINGS PLUS PLAN
FOR J.F. WALKER COMPANY ASSOCIATES
(Full Title of the Plan)

James B. Meyer
President and Chief Executive Officer
Spartan Stores, Inc.
850 76th Street, S.W.
Grand Rapids, Michigan 49518
(Name and Address of Agent for Service)

Copies to:

Alex J. DeYonker
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

(616) 878-2000
(Telephone Number, Including Area Code, of Agent For Service)

CALCULATION OF REGISTRATION FEE


Title of Each Class 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, no par value


25,000 shares (2)


$3.47 (3)


$86,750.00 (3)


$7.98

(1)

On July 10, 2002, the average of the bid and asked prices of the Common Stock of Spartan Stores, Inc. was $3.47 per share. The registration fee is computed in accordance with Rule 457(h) and (c).

(2)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities Act"), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. This registration statement also covers such indeterminate number of additional shares as may be authorized in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from the payment of stock dividends or stock splits or certain other capital adjustments.

(3)

Estimated solely for the purpose of calculating the registration fee.



EXPLANATORY NOTE

          This Registration Statement is filed for the purpose of registering 25,000 additional shares of Common Stock by Spartan Stores, Inc., a Michigan corporation (the "Registrant"), for use in connection with the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates. In accordance with General Instruction E to Form S-8, the Registration incorporates by reference the contents of the Registration Statement on Form S-8, file No. 333-66430, filed on August 1, 2001, as amended by Post-Effective Amendment No. 1 to Registration Statement on Form S-8, filed on July 17, 2002.

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 Grand Rapids, State of Michigan, on this 17th day of July, 2002.


 

SPARTAN STORES, INC.
(Registrant)
   
   
   
 

By/s/James B. Meyer
 

     James B. Meyer
     Chairman of the Board, President and Chief
     Executive Officer
















2

                    Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated.


July 17, 2002

By /s/ Alex J. DeYonker
 

     Alex J. DeYonker
     Director
   
   

July 17, 2002

By /s/ Elson S. Floyd, Ph.D.*
 

     Elson S. Floyd, Ph.D.
     Director
   
   

July 17, 2002

By /s/ Richard B. Iott*
 

     Richard B. Iott
     Director
   
   

July 17, 2002

By /s/ Gregory P. Josefowicz*
 

     Gregory P. Josefowicz
     Director
   
   

July 17, 2002

By /s/ Joel A. Levine*
 

     Joel A. Levine
     Director
   
   

July 17, 2002

By /s/ James B. Meyer
 

     James B. Meyer
     Director
   
   

July 17, 2002

By /s /Elizabeth A. Nickels*
 

     Elizabeth A. Nickels
     Director


3

Date

Signature
   
   

July 17, 2002

By /s/ Russell H. VanGilder, Jr.*
 

     Russell H. VanGilder, Jr.
     Director
   
   

July 17, 2002

By /s/ Kenneth T. Stevens*
 

     Kenneth T. Stevens
     Director
   

July 17, 2002

By /s /David M. Staples
 

     David M. Staples
     Executive Vice President and Chief Financial Officer
     (Principal Financial and Accounting Officer)


*By /s/ Alex J. DeYonker

  

     Alex J. DeYonker
     Attorney-in-Fact

  



















4

          The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who adminster 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 Grand Rapids, State of Michigan, on this 17th day of July, 2002.

 

SPARTAN STORES, INC. SAVINGS PLUS PLAN
FOR J.F. WALKER COMPANY ASSOCIATES
   
 

By:    SPARTAN STORES, INC.
         Plan Administrator
   
 

    By:    /s/ Mark C. Eriks
 

            Mark C. Eriks, Vice President Human Resources




















5

EXHIBIT INDEX

Exhibit
Number


Document
   

4.1

Articles IV, V, VIII, IX, X, XII and XIII of the Amended and Restated Articles of Incorporation of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-Effective Amendment No. 1 to Registration Statement on Form S-4, filed on June 5, 2000. Here incorporated by reference.
   

4.2

Articles II, III and X of the Amended and Restated Bylaws of Spartan Stores, Inc. Previously filed as Annex B to the prospectus and joint proxy statement contained in Spartan Stores' Pre-Effective Amendment No. 1 to Registration Statement on Form S-4, filed on June 5, 2000. Here incorporated by reference.
   

5.1

Opinion of Warner Norcross & Judd LLP.
   

5.2

Most recent Internal Revenue Service Determination Letter for the Spartan Stores, Inc. Savings Plus Plan for J.F. Walker Company Associates. Previously filed as an exhibit to Post-Effective Amendment to No. 1 to Registration Statement on Form S-8, filed July 17, 2002. Here incorporated by reference.
   

23.1

Consent of Independent Public Accountants.
   

23.2

Consent of Warner Norcross & Judd LLP (included in Exhibit 5 and incorporated herein by reference).
   

24

Powers of Attorney.