As filed with the Securities and Exchange Commission
on August 1, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
DOLE FOOD COMPANY, INC.
(Exact name of registrant as specified in its charter)
___________________
Delaware 99-0035300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Dole Drive
Westlake Village, California 91362-7300
(818) 879-6600
(Address and telephone number of principal executive offices)
DOLE FOOD COMPANY, INC.
2001 STOCK OPTION AND AWARD PLAN
(Full title of the plan)
______________
C. Michael Carter
Vice President, General Counsel and Corporate Secretary
One Dole Drive
Westlake Village, California 91362-7300
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(818) 879-6600
Copy to:
Charles F. Niemeth, Esq.
O'Melveny & Myers LLP
153 East 53rd Street
New York, New York 10022-4611
(212) 326-2000
___________
CALCULATION OF REGISTRATION FEE
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Maximum Maximum
Title of Amount offering aggregate Amount of
securities to be price offering Registration
to be registered registered per unit price fee
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Common Stock, 2,500,000 $21.375(2) $53,437,500(2) $13,359.38(2)
no par value shares(1)
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(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and other
rights to purchase or acquire the shares of Common Stock covered
by the Prospectus, and pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), an
indeterminate number of shares, options and rights, which by
reason of certain events specified in the Dole Food Company,
Inc. 2001 Stock Option and Award Plan (the "Plan") may become
subject to the Plan.
(2) Pursuant to Rule 457(h) of the Securities Act, the maximum
offering price, per share and in the aggregate, and the
registration fee were calculated based upon the average of the
high and low prices of the Common Stock on July 26, 2001 as
reported on the New York Stock Exchange.
The Exhibit Index for this Registration Statement is at page 9.
Page 1
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities
Act Rule 428(b)(1). Such documents need 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 Securities Act Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Page 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Dole Food Company, Inc.
(the "Registrant") filed with the Commission are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 30, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 24, 2001;
(c) The Registrant's Current Report on Form 8-K filed with
the Commission on July 2, 2001; and
(d) The description of the Registrant's Common Stock
contained in Amendment No. 1 on Form 8-A/A filed with the
Commission on July 2, 2001 and the Amended Certificate of
Incorporation which appeared as Appendix D to the Proxy
Statement for the Annual Meeting of Stockholders of the
Registrant held on June 8, 2001, and any other amendment or
report filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement
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 into this Registration
Statement and to be a part hereof from the date of filing of
such documents. 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 incorporated by reference herein modifies 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.
Page 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Certificate of Incorporation provides
that a director of the Registrant shall not be personally liable
to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for the payment of unlawful
dividends or unlawful stock repurchases or redemptions, or (iv)
for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability
of a director of the Registrant shall be eliminated or limited
to the fullest extent permitted by the Delaware General
Corporation Law, as so amended. Any repeal or modification of
the foregoing provisions by the stockholders of the Registrant
shall not adversely affect any right or protection of a director
of the Registrant existing at the time of such repeal or
modification.
The Registrant's By-Laws provide that each person (an
"indemnitee") who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (a "proceeding"), by reason of the fact that he or
she is or was a director or an officer of the Registrant or is
or was serving at the request of the Registrant as a director,
officer or trustee of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with
respect to an employee benefit plan, whether the basis of such
proceeding is alleged action in an official capacity as a
director, officer or trustee or in any other capacity while
serving as a director, officer or trustee, shall be indemnified
and held harmless by the Registrant to the fullest extent
authorized by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than such
law permitted the Registrant to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or
suffered by the indemnitee in connection therewith.
Nonetheless, except with respect to proceedings to enforce
rights to indemnification, the Registrant shall indemnify the
indemnitee in connection with a proceeding (or part thereof)
initiated by the indemnitee only if that proceeding (or part
thereof) was authorized by the Board of Directors of the
Registrant.
In addition, under the Registrant's By-Laws, an indemnitee
shall also have the right to be paid by the Registrant the
expenses (including attorney's fees) incurred in defending the
proceeding in advance of its final disposition, provided,
however, that, if the Delaware General Corporation Law requires,
an advancement of expenses incurred by an indemnitee in his or
her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by the indemnitee,
including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the Registrant of an
undertaking by or on behalf of the indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by
final judicial decision from which there is no further right to
appeal that the indemnitee is not entitled to be indemnified for
those expenses.
Page 4
Any amendment, alteration or repeal of the above
indemnification provisions of the Registrant's By-Laws that
adversely affects any right of an indemnitee or his or her
successors shall be prospective only and shall not limit or
eliminate any such right with respect to any proceeding
involving any occurrence or alleged occurrence of any action or
omission to act that took place prior to the amendment or
repeal. The Registrant has obtained insurance which insures the
directors and officers of the Registrant against specified
losses and which insures the Registrant against specific
obligations to indemnify its directors and officers. The
Registrant has obtained insurance which insures the directors
and officers of the Registrant against specified losses and
which insures the Registrant against specific obligations to
indemnify its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index at page 9.
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;
(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; and
(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 paragraphs (a)(1)(i) and
(a)(1)(ii) 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 Exchange Act that are incorporated by reference
in the Registration Statement;
Page 5
(2) That, for the purpose of determining any
liability under the Securities Act, 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; and
(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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the 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 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions described in Item 6 above, or otherwise, the
Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities 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 Securities Act and
will be governed by the final adjudication of such issue.
Page 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Westlake Village, State of California, on this 30th day
of July, 2001.
DOLE FOOD COMPANY, INC.
By: /s/ Lawrence A. Kern
------------------------------------
Lawrence A. Kern
President and Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Lawrence A. Kern and Kenneth J. Kay, or any one of them
individually, as his true and lawful attorney-in-fact and agent,
with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto, and any other documents in connection
therewith, with the Commission, granting unto said attorneys-in-
fact and agents, or any one of them individually, full power and
authority to do and perform 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 he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any one of them individually, or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ David H. Murdock Chairman of the Board July 30, 2001
---------------------- and Chief Executive
David H. Murdock Officer (Principal
Executive Officer)
/s/ Kenneth J. Kay Vice President and July 30, 2001
---------------------- Chief Financial
Kenneth J. Kay Officer (Principal
Financial Officer)
Page 7
/s/ Gil Borok Vice President, July 30, 2001
---------------------- Corporate Controller
Gil Borok and Chief Accounting
Officer (Principal
Accounting Officer)
Director July 30, 2001
----------------------
Mike Curb
/s/ David A. DeLorenzo Vice Chairman and July 30, 2001
---------------------- Director
David A. DeLorenzo
/s/ E. Rolland Dickson Director July 30, 2001
----------------------
E. Rolland Dickson
/s/ Richard M. Ferry Director July 30, 2001
----------------------
Richard M. Ferry
/s/ Lawrence M. Johnson Director July 30, 2001
----------------------
Lawrence M. Johnson
/s/ Lawrence A. Kern President, July 30, 2001
---------------------- Chief Operating
Lawrence A. Kern Officer and Director
/s/ Zoltan Merszei Director July 30, 2001
----------------------
Zoltan Merszei
Page 8
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
4.1 Dole Food Company Inc., 2001 Stock Option and Award
Plan.(1)
4.2 Form of Non-qualified Stock Option Agreement.
5 Opinion of O'Melveny & Myers LLP (opinion re:
legality).
23.1 Consent of Arthur Andersen LLP (Independent Public
Accountants).
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included in this Registration
Statement at page 7).
(1) Previously filed with the Commission as Appendix A to the
Registrant's Definitive Proxy Statement on Schedule 14A filed
with the Commission on April 25, 2001 (File No. 001-04455) and
incorporated herein by this reference.
Page 9