S-8

As filed with the Securities and Exchange Commission on August 3, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Dole plc

(Exact name of registrant as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

Dole plc

29 North Anne Street

Dublin 7

D07 PH36

Ireland

353-1-887-2600

(Address of principal executive offices) (Zip code)

Dole plc 2021 Omnibus Incentive Compensation Plan

(Full titles of the plans)

Rory Byrne

Chief Executive Officer

Dole plc

29 North Anne Street

Dublin 7

D07 PH36

Ireland

353-1-887-2600

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

P. Michelle Gasaway

Michael J. Hong

David C. Eisman

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

(213) 687-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Dole plc 2021 Omnibus Incentive Compensation Plan (Ordinary shares, par value $0.01 per share)	7,447,891 (2)	$16.00 (3)	$119,166,256	$13,002

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares of Dole plc (the “Registrant”), par value $0.01 per share (the “Ordinary Shares”), that may become issuable under the Dole plc 2021 Omnibus Incentive Compensation Plan (the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction that results in an increase to the number of outstanding Ordinary Shares, as applicable.

(2) Represents Ordinary Shares reserved for issuance under the 2021 Plan, which may again become available for delivery with respect to awards under the 2021 Plan pursuant to the share recycling and other terms and conditions of the 2021 Plan.

(3) Estimated in accordance with Rule 457(h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $16.00 per Ordinary Share pursuant to the Form F-1 (as defined below).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the 2021 Plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

(a) The Registrant’s Registration Statement on Form F-1 filed with the Commission on July 2, 2021 (File No. 333-257621), as amended (the “Form F-1”), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.

(b) The Registrant’s prospectus filed on July 22, 2021 pursuant to Rule 424(b) under the Securities Act, relating to the Form F-1.

(c) The description of the Registrant’s Ordinary Shares which is contained in a registration statement on Form 8-A filed on July 27, 2021 (File No. 001-40695) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered 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.

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 other subsequently filed document which also is incorporated or deemed to be 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.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Irish law permits indemnification for the benefit of a company’s directors and executive officers. However this indemnity is limited by the Irish Companies Act 2014 (the “Irish Companies Act”), which prescribes that, insofar as an advance commitment to indemnify its “officers” (within the meaning of the relevant provisions of the Irish Companies Act) is concerned, such a commitment only permits a company to pay the costs or discharge the liability of an officer where judgment is given in favor of the officer in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the officer acted honestly and reasonably and ought fairly to be excused. For this purpose, the term “officer” includes directors and company secretary. Any provision whereby an Irish company seeks to commit in advance to indemnify its officers (within the meaning of Irish law) will be void, whether contained in its constitution or any contract between the company and the officer. This restriction does not apply to executives who are not directors or the secretary, or other persons who would not be considered “officers” within the meaning of that term under the Irish Companies Act.

Subject to the limitations prescribed by the Irish Companies Act, the Articles of Association of the Registrant provide that every officer of the Registrant shall be indemnified out of the assets of the Registrant against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office in which judgment is given in his favor or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by an Irish court.

The Registrant may obtain directors’ and officers’ liability insurance and fiduciary liability insurance covering certain liabilities that may be incurred by its directors and officers in the performance of their duties.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

Exhibit Number	Description
4.1	Form of Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021)
5.1	Opinion of Arthur Cox LLP
10.1	Dole plc 2021 Omnibus Compensation Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Form F-1/A (File No. 333-257621), filed with the Securities and Exchange Commission on July 19, 2021)
23.1	Consent of Arthur Cox LLP (included in Exhibit 5.1)
23.2	Consent of KPMG
23.3	Consent of Deloitte & Touche LLP
24.1	Power of Attorney (included on the signature page of this Form S-8)

ITEM 9. UNDERTAKINGS

1. The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to the 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(b) 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) 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.

2. 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. 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 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 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Dublin, Ireland on August 3, 2021.

Dole plc
By:	/s/ Rory Byrne
	Rory Byrne
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Rory Byrne, Carl McCann and Frank Davis, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all amendments including any post- effective amendments and supplements to this registration statement, and any additional registration statement filed pursuant to Rule 462(b), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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 by the following persons in the capacities indicated on the date indicated below:

Signature	Title	Date
/s/ Carl McCann
Carl McCann	Executive Chairman of the Board	August 3, 2021
/s/ Rory Byrne
Rory Byrne	Director and Chief Executive Officer (Principal Executive Officer)	August 3, 2021
/s/ Frank Davis
Frank Davis	Director and Chief Financial Officer (Principal Financial and Accounting Officer)	August 3, 2021
/s/ Johan Lindén
Johan Lindén	Director and Chief Operating Officer	August 3, 2021
/s/ Timothy M. George
Timothy M. George	Director	August 3, 2021
/s/ Imelda Hurley
Imelda Hurley	Director	August 3, 2021
/s/ Rose Hynes
Rose Hynes	Director	August 3, 2021
/s/ Michael Meghen
Michael Meghen	Director	August 3, 2021
/s/ Helen Nolan
Helen Nolan	Director	August 3, 2021
/s/ Jimmy Tolan
Jimmy Tolan	Director	August 3, 2021
/s/ Kevin Toland
Kevin Toland	Director	August 3, 2021

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Dole plc has signed this Registration Statement on August 3, 2021.

Corporation Service Company

By: /s/ Megan O’Brien                                             

Name: Megan O’Brien

Title: Asst. VP

EX-5.1

Exhibit 5.1

Our Reference:    TO113/234/

3 August 2021

PRIVATE AND CONFIDENTIAL

Board of Directors

Dole plc

29 North Anne Street

Dublin 7

D07 PH36

Ireland

Re: Dole PLC (the “Company”)

To whom it may concern:

1. Basis of Opinion

1.1 We are acting as Irish counsel to the Company, registered number 606201, a public company limited by shares, incorporated under the laws of Ireland, in connection with the registration statement on Form S-8 filed with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on 3 August 2021 (the “Registration Statement”). We refer in particular to the registration by the Company of up to 7,447,891 Ordinary Shares of US$0.01 each (the “Ordinary Shares”) in connection with the Dole plc 2021 Omnibus Incentive Compensation (the “2021 Plan”) pursuant to the Registration Statement.

1.2 This Opinion is confined to and given in all respects on the basis of the laws of Ireland (meaning Ireland exclusive of Northern Ireland) in force as at the date of this Opinion as currently applied by the courts of Ireland. We have made no investigations of, and we express no opinion as to the laws of, any other jurisdiction or their effect on this Opinion. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law, change in interpretation of law or change in the practice of the Irish Revenue Commissioners which may occur after the date of this Opinion.

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1.3 This Opinion is also strictly confined to:

(a) the matters expressly stated herein at paragraph 2 below and is not to be read as extending by implication or otherwise to any other matter;

(b) the documents listed in the Schedule to this Opinion (the “Documents”); and

(c) the searches listed at paragraph 1.5 below.

1.4 In giving this Opinion, we have examined copies of the Documents sent to us by email in pdf or other electronic format.

1.5 For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Company on 3 August 2021 (collectively the “Searches”):

(a) on the file of the Company maintained by the Registrar of Companies in Dublin for mortgages, debentures or similar charges or notices thereof and for the appointment of any receiver, examiner or liquidator;

(b) in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the five years immediately preceding the date of the search; and

(c) in the Central Office of the High Court in Dublin for any proceedings and petitions filed in the last two years.

1.6 This Opinion is governed by and is to be construed in accordance with the laws of Ireland as interpreted by the courts of Ireland at the date of this Opinion.

1.7 No opinion is expressed as to the taxation consequences of any of the matters referred to in the Registration Statement or the transactions referred to therein or contemplated thereby.

2. Opinion

Subject to the assumptions set out in this Opinion and to any matters not disclosed to us, we are of the opinion that:

2.1 the Company is a public limited company, is duly incorporated and validly existing under the laws of Ireland and has the requisite corporate authority to issue the Ordinary Shares;

2.2 the Ordinary Shares, when issued by the Company in accordance with the terms of the 2021 Plan and the Registration Statement, will have been duly authorised pursuant to resolutions of the board of directors of the Company or a duly appointed committee thereof; and

2.3 the Ordinary Shares, when issued by the Company in accordance with the terms of the 2021 Plan and the Registration Statement, will be validly issued, fully paid or credited as fully paid and non-assessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of the Ordinary Shares).

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3. Assumptions

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

Registration Statement and the Ordinary Shares

3.1 that the Registration Statement will have become effective under the Securities Act and that the Company complies with the statements set out therein and a pricing committee of the board of directors will have taken action necessary to set the sale price of the Ordinary Shares;

3.2 that the Ordinary Shares will be issued (the “Securities Issuance Event”) in accordance with the appropriate resolutions and authorities of the shareholders and directors of the Company to be passed prior to the issue of the Ordinary Shares (“Closing”) and in accordance with the terms of the Registration Statement;

3.3 that the vesting of any awards granted under the 2021 Plan and the issue of the Shares upon vesting of such awards (and the issue of the Shares in connection with any other awards granted under the 2021 Plan) will be conducted in accordance with the terms and the procedures described in the 2021 Plan and the applicable award agreement (as defined in the 2021 Plan);

3.4 there shall be no fraud on the part of the Company and its respective officers, employees, agents and advisers and that the Company will effect the Securities Issuance Event in good faith, for its legitimate and bona fide business purposes;

3.5 that (i) the Ordinary Shares will be quoted on the New York Stock Exchange at the time of their issue or (ii) the Ordinary Shares will not derive their value or the greater part of their value directly or indirectly from land in Ireland, minerals in Ireland or any rights, interests or other assets in relation to mining or minerals or the searching for minerals or exploration or exploitation rights on the Irish continental shelf;

Authenticity and bona fides

3.6 the completeness and authenticity of all Documents submitted to us as originals or copies of originals (and in the case of copies, conformity to the originals of such copies), the genuineness of all signatories, stamps and seals thereon and where incomplete or draft Documents have been submitted to us that the original executed versions of such Documents are identical to the last draft of the Documents submitted to us;

3.7 that the copies produced to us of minutes of meetings and/or resolutions are true and correct copies of the originals documents, and the signatures on such documents are genuine;

3.8 that the representations contain in the Officer’s Certificate of the secretary of the Company dated on or around 3 August 2021 are correct as to questions of fact;

3.9 that the persons identified as the directors of the Company are actually serving as such and that any certificates representing the Ordinary Shares will be properly executed by one or more such persons;

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Constitution and Resolutions

3.10 that the draft Constitution of the Company scheduled to this Opinion will be the form of constitution in place on Closing, and, as at Closing, that there shall be no other terms governing the Ordinary Shares other than those set out in the Constitution;

Accuracy of Searches and Warranties

3.11 the accuracy and completeness of the information disclosed in the Searches and that such information has not since the time of such Searches or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin, do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or any other action taken for the winding-up of or the appointment of a receiver or an examiner to the Company; and

3.12 the truth, completeness and accuracy of all representations and statements as to factual matters contained in the Documents.

4. Disclosure

4.1 This Opinion is addressed to you in connection with the registration of the Ordinary Shares with the SEC. We hereby consent to the inclusion of this Opinion as an exhibit to the Registration Statement to be filed with the SEC and to the use of our name in the Registration Statement.

Yours faithfully,

/s/ Arthur Cox

ARTHUR COX LLP

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SCHEDULE 1

DOCUMENTS EXAMINED

1. The Registration statement and the documents incorporated by reference therein.

2. A copy of the Dole plc 2021 Omnibus Incentive Compensation Plan.

3. A copy of the resolution of the Compensation Committee of Dole plc dated 19 July 2021 approving the Dole plc 2021 Omnibus Incentive Compensation Plan.

4. A copy of the resolution in writing of the shareholders of the Company dated 2 July 2021 approving the adoption of the Company’s Constitution.

5. A copy of the Constitution of the Company in the form effective on Closing as adopted on 2 July 2021.

6. An Officer’s Certificate of the secretary of the Company dated on or around 3 August 2021.

7. A copy of the Certificate of Incorporation of the Company on registration as a public limited company under the Companies Act 2014 of Ireland dated 26 April 2021.

8. Letter of Status from the Irish Companies Registration Office in respect of the Company dated 3 August 2021.

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SCHEDULE 2

SEARCHES

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SCHEDULE 3

CONSTITUTION

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 28, 2021, with respect to the consolidated financial statements of Total Produce plc and subsidiaries, incorporated herein by reference.

/s/ KPMG

Dublin, Ireland

August 3, 2021

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 10, 2021 (April 28, 2021, as to the subsequent events described in Note 22) relating to the financial statements of DFC Holdings, LLC, appearing in the Registration Statement No. 333-257621 on Form F-1. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

August 3, 2021