As filed with the Securities and Exchange Commission
on July 2, 2001
Registration No. 33-28782
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
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, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
___________________
CASTLE & COOKE, INC. 1982 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 91368-7300
(818) 879-6600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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
Title of Amount to be Proposed Proposed Amount of
securities to registered maximum maximum registrat
be registered offering aggregate ion fee
price per offering
unit price
See below(1) N/A N/A N/A N/A
--------
(1) No additional securities are to be registered, and registration
fees were paid upon filing of the original Registration
Statement No. 33-28782. Therefore, no further registration
fee is required.
The Exhibit Index for this Post-Effective Amendment follows the
signature page.
DOLE FOOD COMPANY, INC.
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this "Amendment") to
that certain Registration Statement on Form S-8 (File No. 33-
28782, the "Registration Statement") is being filed pursuant to
Rule 414 under the Securities Act of 1933, as amended (the
"Securities Act") by Dole Food Company, Inc., a Delaware
corporation ("Dole"), which is the successor to Dole Food
Company, Inc., a Hawaii corporation ("Dole Hawaii"), following a
statutory merger effective 11:59 p.m. (Hawaii time), June 30,
2001 (the "Merger") for the purpose of changing Dole Hawaii's
state of incorporation to Delaware. Prior to the Merger, Dole
had no assets or liabilities other than nominal assets or
liabilities. In connection with the Merger, Dole succeeded by
operation of law to all of the assets and liabilities of Dole
Hawaii. The Merger was approved by the stockholders of Dole
Hawaii at the annual meeting of stockholders on June 8, 2001, for
which proxies were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Except as modified by this Amendment, Dole, by virtue of
this Amendment, expressly adopts the Registration Statement as
its own registration statement for all purposes of the Securities
Act and the Exchange Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents as originally filed with the
Securities and Exchange Commission (the "Commission") by Dole
Hawaii (except as noted below) are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 30, 2000, filed pursuant to Section 13 of the
Exchange Act;
(b) Quarterly Report on Form 10-Q for the fiscal quarter
ended March 24, 2001, filed pursuant to Section 13 of
the Exchange Act; and
(c) The description of the Common Stock contained in
Amendment No. 1 on Form 8-A/A filed with the
Commission on July 2, 2001 (filed by Dole) and the
Amended Certificate of Incorporation which appeared as
Appendix D to the Proxy Statement for the Annual
Meeting of Stockholders of Dole Hawaii held on June 8,
2001.
All documents subsequently filed by Dole pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 herein or in a document, all or a portion of
which is 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 or is 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 amended, to constitute a part of this Registration Statement.
Item 4. Description of Securities
The Common Stock is registered pursuant to Section 12 of the
Exchange Act and, therefore, the description of securities is
omitted.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Dole's Certificate of Incorporation provides that a director
of Dole shall not be personally liable to Dole 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 Dole 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 Dole 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 Dole shall not adversely affect
any right or protection of a director of Dole existing at the
time of such repeal or modification. Dole has obtained insurance
which insures the directors and officers of Dole against
specified losses and which insures Dole against specific
obligations to indemnify its directors and officers.
Dole'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 Dole or is or was serving at the
request of Dole 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 Dole 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
Dole to provide broader indemnification rights than such law
permitted Dole 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, Dole
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 Dole.
In addition, under Dole's By-Laws, an indemnitee shall also
have the right to be paid by Dole 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 Dole 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.
Any amendment, alteration or repeal of the above
indemnification provisions of Dole'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. Dole has obtained
insurance which insures the directors and officers of Dole
against specified losses and which insures Dole 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 that follows the signature
page.
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 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; 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;
(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 (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 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,
executive 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.
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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Westlake Village, State of California, on the 1st day of
July, 2001.
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 as his or her true
and lawful attorney-in-fact and agent, with full powers of
substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
the Registration Statement and this Post-Effective Amendment No.
1 to the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the 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 in and about
the premises, 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 of 1933,
this Post-Effective Amendment No. 1 to the 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 1, 2001
David H. Murdock and Chief Executive
Officer (Principal
Executive Officer)
/s/Kenneth J. Kay Vice President and July 1, 2001
Kenneth J. Kay Chief Financial
Officer (Principal
Financial Officer)
/s/Gil Borok Controller and Chief July 1, 2001
Gil Borok Accounting Officer
(Principal Accounting
Officer)
/s/Mike Curb Director July 1, 2001
Mike Curb
/s/David A. DeLorenzo Vice Chairman and July 1, 2001
David A. DeLorenzo Director
/s/E. Rolland Dickson Director July 1, 2001
E. Rolland Dickson
Director
Richard M. Ferry
/s/Lawrence M. Johnson Director July 1, 2001
Lawrence M. Johnson
/s/Lawrence A. Kern President, Chief July 1, 2001
Lawrence A. Kern Operating Officer and
Director
Director
Zoltan Merszei
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
4.1 Castle & Cooke, Inc. 1982 Stock Option and Award Plan,
as amended*
4.2 Form of Non-Qualified Stock Option Agreement (without
Alternative Settlement Methods), Non-Qualified Stock
Option Agreement Authorizing Election of Alternative
Settlement Methods and Restricted Stock Agreement
relating to the Castle & Cooke, Inc. 1982 Stock Option
and Award Plan*
4.3 2001 Amendments to 1982 Stock Option and Award Plan**
5.1 Opinion of O'Melveny & Myers LLP (opinion re legality)
23.1 Consent of Independent Public Accountants
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit
5.1)
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* Incorporated by reference from Exhibits 28(a) and 28(b) of
the Registrant's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on May 22, 1989 (File No.
33-28782).
** Incorporated by reference from Exhibit 10.10 of the
Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 30, 2001 (File No.
001-04455).
EXHIBIT 5.1
OPINION OF O'MELVENY & MYERS
July 2, 2001
OUR FILE NUMBER
219,742-191
Dole Food Company, Inc.
One Dole Drive
Westlake Village, California 91362-7300
Re: Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 of Dole Food
Company, Inc.
Ladies and Gentlemen:
At your request, we have examined Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 to be filed by
Dole Food Company, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of shares of common stock, no par
value, of the Company (the "Common Stock"), to be issued
pursuant to the Castle & Cooke, Inc. 1982 Stock Option and Award
Plan (the "Plan"), which shares of Common Stock were registered
under the Securities Act by Dole Food Company, Inc., a Hawaii
corporation, prior to its reincorporation in Delaware. We
have examined the proceedings heretofore taken and to be taken
in connection with the authorization of the Plan and the Common
Stock to be issued pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact
and law as we have deemed relevant, we are of the opinion that
the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance
with the terms of the Plan, will be validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to Post-
Effective Amendment No. 1 to the above-referenced Registration
Statement.
Respectfully submitted,
/s/ O'MELVENY & MYERS LLP
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the
incorporation by reference of our reports dated January 29, 2001
included in Dole Food Company, Inc.'s on Form 10-K for the
year ended December 30, 2000 and to all references to our Firm
included in this Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 Registration No.33-28782.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
July 2, 2001