Edgar Filing: WINN DIXIE STORES INC

As filed with the Securities and Exchange Commission on June 2, 2003
REGISTRATION NO. 333-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

WINN-DIXIE STORES, INC.
(Exact name of registrant as specified in its charter)

FLORIDA 59-0514290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

5050 EDGEWOOD COURT
JACKSONVILLE, FLORIDA 32254-3699
(Address of principal executive offices)

THE WINN-DIXIE STORES, INC. PROFIT SHARING/
401(K) PLAN
(Full title of the plan)

LAURENCE B. APPEL
GENERAL COUNSEL
WINN-DIXIE STORES, INC.
5050 EDGEWOOD COURT
JACKSONVILLE, FLORIDA 32254-3699
(Name and address of agent for service)

(904) 783-5000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee

Common Stock,
par value $1.00 per share (1)....... 3,000,000 shares $13.43 (2) $40,290,000 (2) $3,259.47

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended,
(the "Act"), this Registration Statement also covers such additional
securities as may become issuable under The Winn-Dixie Stores, Inc.
Profit Sharing/401(k) Plan (the "Plan").

(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and
low sales prices per share of Common Stock of Winn-Dixie Stores, Inc.
as reported on the New York Stock Exchange on May 23, 2003.

(3) In addition, pursuant to Rule 416(c) under the Act, this Registration
Statement is deemed to register an indeterminate amount of interests
to be offered or sold pursuant to the Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I will be
sent or given to Winn-Dixie Stores, Inc., a Florida corporation, (the
"Registrant"), as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I
of Form S-8, such documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. These documents and the documents incorporated by reference
pursuant to Item 3 of Park II of this Registration Statement, taken together,
constitute a prospectus as required by Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into this
Registration Statement:

(a) the Annual Report on Form 10-K of Winn-Dixie Stores, Inc. for
the fiscal year ended June 26, 2002; and

(b) Quarterly Reports on Form 10-Q for the quarters ended
September 18, 2002, January 8, 2003 and April 2, 2003;

(d) the description of Winn-Dixie Stores, Inc. Common Stock (the
"Common Stock") set forth under "Item 1. Description of
Registrant's Securities to be Registered" in the Registrant's
Amendment No. 1 on Form 8-A to its Registration Statement on
Form 8-A with respect to the Common Stock, File No. 1-3506,
as amended from time to time.

In addition, any and all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, after the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold, or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modified or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under the provisions of Section 607.0850, Florida Statutes, the
Registrant is empowered generally to indemnify any officer or director against
liability incurred in connection with any proceeding if such officer or
director acted in good faith and in a manner such officer or director
reasonably believed to be in, or not opposed to, the best interests of the
Registrant and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

Article XIV of the Registrant's By-Laws provides for indemnification
of directors, officers, employees and agents of the Registrant to the fullest
extent permitted by law, against liability incurred in connection with any
proceeding if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.

The Registrant maintains officers' and directors' indemnity insurance
covering claims made against an officer or director for reason of actual or
asserted wrongful act (meaning any breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted).

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit No. Description

4.1 Restated Articles of Incorporation as filed with the Secretary of State of Florida. Previously
filed as Exhibit 3.1 to Form 10-K for the year ended June 30, 1993, which Exhibit is herein
incorporated by reference.

4.1.1 Amendment adopted October 7, 1992, to Restated Articles of Incorporation. Previously filed as
Exhibit 3.1.1 to Form 10-K for the year ended June 30, 1993, which Exhibit is herein incorporated by
reference.

4.1.2 Amendment adopted October 5, 1994, to Restated Articles of Incorporation. Previously filed as
Exhibit 3.1.2 to Form 10-Q for the quarter ended January 11, 1995, which Exhibit is herein incorporated
by reference.

4.1.3 Amendment adopted October 1, 1997, to Restated Articles of Incorporation. Previously filed as
Exhibit 3.1.3 to Form 10-Q for the quarter ended September 17, 1997, which Exhibit is herein
incorporated by reference.

4.2 Restated By-Laws of the Registrant as amended through April 25, 2002. Previously filed as Exhibit 3.2
to Form 10-Q for the quarter ended April 3, 2002, which Exhibit is herein incorporated by reference.

5.1 Opinion of Kirschner & Legler, P.A. regarding the validity of the securities being registered.

10.1 Amended and Restated Winn-Dixie Stores, Inc. Profit Sharing/401(k) Plan.

23.1 Consent of Kirschner & Legler, P.A. (included as part of Exhibit 5.1).

23.2 Consent of KPMG LLP.

24 Powers of Attorney (included on signature page to this Registration Statement).

The registrant will submit or has submitted the Winn-Dixie Stores,
Inc. Profit Sharing/401(k) Plan and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the Plan.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.

(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

SIGNATURES

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 Jacksonville, State of Florida, on this 30th day
of May, 2003.

WINN-DIXIE STORES, INC.
(Registrant)

By: /s/ Allen R. Rowland
-------------------------------------------------
Allen R. Rowland
Chief Executive Officer and President

KNOW ALL MEN BY THESE PRESENTS, that each director and officer of
Winn-Dixie Stores, Inc. whose signature to this Registration Statement appears
below hereby constitutes and appoints D. Michael Byrum and Richard P. McCook
or any one or more of them, as such persons true and lawful attorney-in-fact
and agent with full power of substitution for such person and in such person's
name, place and stead, in any and all capacities, to sign and to file with the
Securities and Exchange Commission any and all amendments and post-effective
amendments to this Registration Statement, with exhibits thereto, any
registration statement filed pursuant to Rule 462(b) promulgated under the
Securities Act of 1933 and any and all other documents filed in connection with
such filings, granting unto each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any substitute
therefor, may lawfully do or cause to be done by virtue thereof.

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 the date indicated.

Signature Title Date

/s/ A. Dano Davis Chairman and Director May 30, 2003
------------------------------------
A. Dano Davis

/s/ Allen R. Rowland President and Director (Chief Executive May 30, 2003
------------------------------------ Officer)
Allen R. Rowland

/s/ Richard P. McCook Senior Vice President (Chief Financial May 30, 2003
------------------------------------ Officer)
Richard P. McCook

/s/ D. Michael Byrum Vice President, Corporate Controller and May 30, 2003
------------------------------------ Chief Accounting Office (Principal
D. Michael Byrum Accounting Officer)

/s/ Ronald Townsend Director May 30, 2003
------------------------------------
Ronald Townsend

/s/ T. Wayne Davis Director May 30, 2003
------------------------------------
T. Wayne Davis

/s/ Charles P. Stephens Director May 30, 2003
------------------------------------
Charles P. Stephens

/s/ Carleton T. Rider Director May 30, 2003
------------------------------------
Carleton T. Rider

/s/ Julia B. North Director May 30, 2003
------------------------------------
Julia B. North

/s John H. Dasbury Director May 30, 2003
------------------------------------
John H. Dasbury

/s/ Tillie K. Fowler Director May 30, 2003
------------------------------------
Tillie K. Fowler

/s/ John E. Anderson Director May 30, 2003
------------------------------------
John E. Anderson

/s/ Edward W. Mehrer, Jr. Director May 30, 2003
------------------------------------
Edward W. Mehrer, Jr.

Pursuant to the requirements of the Securities Act of 1933, the
Winn-Dixie Stores, Inc. Profit Sharing/ 401(k) Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Jacksonville, State of Florida, on the 30 day
of May, 2003.

WINN-DIXIE STORES, INC.
PROFIT SHARING/401(k) PLAN

By: ADMINISTRATIVE COMMITTEE
Plan Administrator

By: /s/ Richard P. McCook
-----------------------------------------------
Richard P. McCook
Member of Administrative Committee

INDEX TO EXHIBITS

Exhibit No. Sequentially Numbered Description

5.1 Opinion of Kirschner & Legler, P.A. regarding the validity of the securities being registered.

10.1 Amended and Restated Winn-Dixie Stores, Inc. Profit Sharing/401(k) Plan.

23.1 Consent of Kirschner & Legler, P.A. (included as part of Exhibit 5.1).

23.2 Consent of KPMG LLP.

24 Powers of Attorney (included on signature page to this Registration Statement).