As filed with the Securities and Exchange Commission
on July 2, 2001
Registration No. 1-4455
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 on
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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, 91362-7300
California (Zip Code)
(Address of Principal Executive
Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to Section
Section 12(b) of the Exchange 12(g) of the Exchange Act and
Act and is effective upon filing is effective pursuant to General
pursuant to General Instruction A(d), check the
Instruction A(c), check the following box. [ ]
following box. [x]
Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on
to be so Registered Which Each Class is
to be Registered
Common Stock, No Par Value New York Stock Exchange,
Pacific Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
EXPLANATORY NOTE
Effective 11:59 p.m. (Hawaii time), June 30, 2001, the
Registrant was reincorporated in the State of Delaware from the
State of Hawaii. The reincorporation was accomplished by merging
the existing Hawaiian corporation into a wholly-owned subsidiary,
DFCM, Inc., a Delaware corporation. Following the merger, the
Delaware corporation was the surviving corporation and its name
was changed to "Dole Food Company, Inc." This Amendment No. 1 to
Registration Statement on Form 8-A/A amends the Registrant's
prior description of its common stock registered under the
Securities Exchange Act of 1934 as follows:
Item 1. Description of Registrant's Securities to be Registered.
GENERAL
The Registrant's Certificate of Incorporation authorizes the
issuance of 80,000,000 shares of common stock, without par value.
COMMON STOCK
Voting Rights. Holders of common stock are entitled to one
vote for each share held on each matter properly submitted to the
stockholders for their vote. Holders of common stock are not
entitled to cumulative voting rights. The Registrant's
Certificate of Incorporation requires a two-thirds majority of
the outstanding shares to amend, repeal or adopt any provision
inconsistent with Article Ninth of the Certificate of
Incorporation (relating to amendments of the Certificate of
Incorporation), certain provisions of Article Fifth (relating to
action by written consent and power to cause a special meeting of
stockholders to be called), Article Sixth (relating to the
determination of the size of the Board, the filling of vacancies
on the Board and advance notice of stockholder nominations for
the election of directors), Article Seventh (relating to adoption
and amendment of the By-Laws) and Article Eighth (relating to
limitation of the liability of directors). In all other matters,
the Delaware General Corporation Law's rules on necessary
majorities will control, including the rules with respect to
removal of directors, approval of mergers and amendment of the
charter (each requiring the affirmative votes of holders of a
simple majority of the outstanding voting stock).
Dividends. Holders of common stock may receive dividends
when declared by the board of directors. Dividends may be paid
in cash, stock or other form. Delaware law generally allows
dividends to be paid out of surplus of the Registrant or, if
there is no surplus, out of the net profits of the Registrant for
the current fiscal year or the prior fiscal year. The directors
of the Registrant are prohibited from making distributions to
stockholders except in the manner provided by Delaware law.
Pursuant to the Registrant's Certificate of Incorporation, the
board of directors has the authority to designate a series of
preferred stock, the rights and preferences of which may result
in the holders of common stock not receiving dividends until the
Registrant has satisfied its obligations to holders of such
series of preferred stock. Additionally, certain of the
Registrant's debt instruments may restrict the payment of cash
dividends under certain circumstances.
Fully Paid. All outstanding shares of common stock are
fully paid and non-assessable.
Other Rights. Holders of common stock are not entitled to
preemptive rights. Until such time as any shares of preferred
stock are issued, if the Registrant liquidates, dissolves or
winds-up its business, either voluntarily or not, holders of
common stock will share equally in the assets remaining after the
Registrant pays its creditors.
Listing. The Registrant's outstanding shares of common
stock are listed on the New York Stock Exchange and the Pacific
Exchange under the symbol "DOL"
DELAWARE LAW AND THE REGISTRANT'S CERTIFICATE OF INCORPORATION
AND BY-LAWS
There are provisions of the Delaware General Corporation Law
and the Registrant's Certificate of Incorporation and By-Laws
that may be deemed to have an anti-takeover effect and may
discourage, delay or prevent a tender offer or takeover attempt
that a stockholder might consider in its best interest, including
those attempts that might result in a premium over the market
price for the shares held by the Registrant's stockholders.
The Registrant is subject to the provisions of Section 203
of the Delaware General Corporation Law. Section 203 prohibits a
publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination
is approved in a prescribed manner. A "business combination"
includes mergers, asset sales and other transactions resulting in
a financial benefit to the interested stockholder. Subject to
certain exceptions, an "interested stockholder" is a person who,
together with affiliates and associates, owns, or within three
years did own, 15% or more of the corporation's voting stock.
The Registrant's Certificate of Incorporation provides that
stockholders may act only at an annual or special meeting of
stockholders and not by written consent. The Registrant's
Certificate of Incorporation further provides that special
meetings of stockholders may only be called by the Chairman of
the Board, the Chief Executive Officer or a majority of the then-
total number of authorized directors on the Board of Directors
(including vacancies in calculating the size of the whole board);
stockholders are not permitted to call, or to require that the
Board call, a special meeting of stockholders.
The Registrant's By-Laws require that for business to be
brought before an annual meeting by a stockholder other than by
inclusion in the Registrant's proxy statement and proxy card
under the Securities and Exchange Commission's Rule 14a-8 or for
nominations to the board of directors, the stockholder must have
given timely and appropriate notice in writing to the Corporate
Secretary of the Registrant. To be timely, a stockholder's
notice must be delivered to the Corporate Secretary not less than
45 nor more than 75 days prior to the first anniversary of the
date on which the Registrant first mailed its proxy materials for
the preceding year's annual meeting of stockholders; provided,
that if the date of the annual meeting is advanced more than 30
days prior to or delayed by more than 60 days after the
anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be delivered not later than the
close of business on the later of (i) the 120th day prior to the
annual meeting or (ii) the 7th day following the day on which
public announcement of the date of such meeting is first made.
Item 2. Exhibits.
The following exhibits are filed as part of this amendment:
Exhibit
Numbers Description of Document
1 Specimen Common Stock Certificate
2 Certificate of Incorporation (1)
3 By-Laws (2)
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(1) Incorporated by reference from Appendix D to the Registrant's
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 25, 2001 (File No.
001-04455).
(2) Incorporated by reference from Appendix E to the Registrant's
Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 25, 2001 (File No.
001-04455).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
DOLE FOOD COMPANY, INC.
By: /s/ Kenneth J. Kay
Kenneth J. Kay
Vice President and Chief
Financial Officer
Dated: July 1, 2001