-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ivk19W/LbCp+Eur8aL+YW/hVcbhWsZxSDtjRUEQvzWZFMyf8DzZxfUyoXdvGhIL1 0rFzoL2ZG27oYfOXJ1amGA== 0000940944-99-000111.txt : 19991125 0000940944-99-000111.hdr.sgml : 19991125 ACCESSION NUMBER: 0000940944-99-000111 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991124 EFFECTIVENESS DATE: 19991124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DARDEN RESTAURANTS INC CENTRAL INDEX KEY: 0000940944 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 593305930 STATE OF INCORPORATION: FL FISCAL YEAR END: 0526 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91579 FILM NUMBER: 99763466 BUSINESS ADDRESS: STREET 1: 5900 LAKE ELLENOR DR CITY: ORLANDO STATE: FL ZIP: 32809 BUSINESS PHONE: 4072454000 MAIL ADDRESS: STREET 1: 5900 LAKE ELLENOR DRIVE CITY: ORLANDO STATE: FL ZIP: 32809 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MILLS RESTAURANTS INC DATE OF NAME CHANGE: 19950313 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 24, 1999 Registration No. 333-_________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 DARDEN RESTAURANTS, INC. (Exact name of registrant as specified in its charter) Florida 59-3305930 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 5900 Lake Ellenor Drive Orlando, Florida 32809 (Address of principal executive offices) (Zip Code) DARDEN RESTAURANTS, INC. AMENDED AND RESTATED STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1995 (Full title of the plan) Paula J. Shives Senior Vice President, General Counsel and Secretary Darden Restaurants, Inc. 5900 Lake Ellenor Drive Orlando, Florida 32809 (Name and address of agent for service) (407) 245-4000 (Telephone number, including area code, or agent for service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Title of Amount Proposed maximum Proposed maximum securities to be offering price aggregate offering Amount of to be registered registered per share (1) price (1) registration fee - -------------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------- Common Stock, without 7,200,000 shares $18.0938 $130,275,360 $36,217 par value - --------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h)(1), the proposed maximum offering price per share and the proposed maximum aggregate offering price are based upon the average of the high and low prices for registrant's Common Stock on the New York Stock Exchange on November 22, 1999. Pursuant to General Instruction E of the General Instructions to Form S-8, this Registration Statement incorporates by reference the Registrant's Registration Statement on Form S-8 (File No. 33-92704) which relates to the issuance and sale from time to time of up to 35,300,000 shares of the Registrant's Common Stock pursuant to the Registrant's Stock Option and Long-Term Incentive Plan of 1995, Stock Option and Long-Term Conversion Plan, Stock Plan for Non-Employee Directors, and Compensation Plan for Non-Employee Directors. 1 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 Orlando, State of Florida, on the 23rd day of November, 1999. DARDEN RESTAURANTS, INC. By: /s/ Paula J. Shives Paula J. Shives, Senior Vice President, General Counsel and Secretary 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 November 23, 1999. Name Title /s/ Daniel B. Burke Director Daniel B. Burke* /s/ Odie C. Donald Director Odie C. Donald* /s/ Julius Erving, II Director Julius Erving, II* /s/ Michael D. Rose Director Michael D. Rose* /s/ Hector de J. Ruiz Director Hector de J. Ruiz* /s/ Maria A. Sastre Director Maria A. Sastre* /s/ Jack A. Smith Director Jack A. Smith* /s/ Bradley D. Blum Director and President, Olive Garden Bradley D. Blum* /s/ Joe R. Lee Director, Chairman of the Board and Chief Executive Joe R. Lee* Officer (principal executive officer) 2 /s/ Richard E. Rivera Director and President, Red Lobster Richard E. Rivera* /s/ Blaine Sweatt, III Director and President, New Business Development Blaine Sweatt, III* /s/ Linda J. Dimopoulos Senior Vice President - Corporate Controller and Linda J. Dimopoulos Business Information Systems (controller and principal accounting officer) /s/ Clarence Otis, Jr. Senior Vice President - Finance and Treasurer Clarence Otis, Jr. (principal financial officer) *BY: /s/ Paula J. Shives Paula J. Shives, Attorney-In-Fact 3 Exhibit Index Exhibit Number Description 4.1 Articles of Incorporation (incorporated herein by reference to Exhibit 3(a) to the Company's Registration Statement on Form 10 effective May 5, 1995) 4.2 Bylaws (incorporated herein by reference to Exhibit 3(b) to the Company's Registration Statement on Form 10 effective May 5, 1995) 4.3 Rights Agreement dated as of May 28, 1995 between the Company and Norwest Bank Minnesota, N.A., as amended May 23, 1996, assigned to First Union National Bank, as Rights Agent, as of September 29, 1997 (incorporated by reference to Exhibit 4(a) to the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1998) 5.1 Opinion of Counsel regarding legality 23.1 Consent of KPMG LLP (relating to financial statements of the Company) 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 November 23, 1999 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street N.W. Washington, D.C. 20549-1004 Ladies and Gentlemen: I am Associate General Counsel and Assistant Secretary of DARDEN RESTAURANTS, INC., a Florida corporation (the "Company"), and I am familiar with the Company's registration statement on Form S-8 relating to the sale by the Company from time to time of up to 7,200,000 shares of Common Stock, without par value, of the Company (the "Shares"), issuable pursuant to the Company's Amended and Restated Stock Option and Long-Term Incentive Plan of 1995 (the "Plan"). I have examined such documents and have reviewed such questions of law as I have considered necessary and appropriate for the purposes of my opinions set forth below. In rendering my opinions set forth below, I have assumed the authenticity of all documents submitted to me as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to me as copies. I have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to my opinions, I have relied upon certificates of officers of the Company and of public officials. Based on the foregoing, I am of the opinion that the Shares have been duly authorized and, upon issuance, delivery and payment therefor in accordance with the terms of the Plan, and any relevant agreements thereunder, will be validly issued, fully paid and nonassessable. My opinions expressed above are limited to the laws of the State of Florida. I hereby consent to the filing of this opinion as an exhibit to the registration statement on Form S-8 of the Company relating to the Plan. Very truly yours, /s/ James O. McIntosh James O. McIntosh Associate General Counsel and Assistant Secretary EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 Independent Accountants' Consent The Board of Directors Darden Restaurants, Inc.: We consent to incorporation by reference in this Registration Statement on Form S-8 and Registration Statement (No. 33-92704) on Form S-8 of Darden Restaurants, Inc. of our report dated June 18, 1999, relating to the consolidated balance sheets of Darden Restaurants, Inc. and subsidiaries as of May 30, 1999 and May 31, 1998, and the related consolidated statements of earnings (loss), changes in stockholders' equity, and cash flows for each of the fiscal years in the three-year period ended May 30, 1999, which report is incorporated by reference to page 26 of the Registrant's 1999 Annual Report to Stockholders in the May 30, 1999 Annual Report on Form 10-K of Darden Restaurants, Inc. /s/ KPMG LLP Orlando, Florida November 23, 1999 EX-24 4 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints Joe R. Lee, Daniel M. Lyons and Paula J. Shives, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to the Registration Statement covering the registration and issuance of common stock of Darden Restaurants, Inc. pursuant to the Darden Restaurants, Inc. Amended and Restated Stock Option and Long-Term Incentive Plan of 1995, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue thereof. /s/ Bradley D. Blum /s/ Michael D. Rose Bradley D. Blum Michael D. Rose September 23, 1999 September 23, 1999 /s/ Daniel B. Burke /s/ Hector J. Ruiz Daniel B. Burke Hector J. Ruiz September 23, 1999 September 23, 1999 /s/ Odie C. Donald /s/ Maria A. Sastre Odie C. Donald Maria A. Sastre September 23, 1999 September 23, 1999 /s/ Julius Erving, II /s/ Jack A. Smith Julius Erving, II Jack A. Smith September 23, 1999 September 23, 1999 /s/ Joe R. Lee /s/ Blaine Sweatt, III Joe R. Lee Blaine Sweatt, III September 23, 1999 September 23, 1999 /s/ Richard E. Rivera Richard E. Rivera September 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----