Edgar Filing: DARDEN RESTAURANTS INC

As filed with the Securities and Exchange Commission on May 7, 2003
Registration No. 333-

UNITED STATES 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. FlexComp Plan
(Full title of the plan)

Paula J. Shives, Esq.
Senior Vice President,
General Counsel and Secretary
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Name, address and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

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Proposed Proposed maximum
Title of securities Amount to be maximum offering price aggregate Amount of
to be registered registered per obligation offering price registration fee
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Deferred Compensation
Obligations(1) $100,000,000 100% $100,000,000 $8,090
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(1) The Deferred Compensation Obligations are unsecured obligations of Darden
Restaurants, Inc. to pay deferred compensation in the future in accordance
with the terms of the Darden Restaurants, Inc. FlexComp Plan.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents that we have filed with the Securities and Exchange
Commission are incorporated by reference in this registration statement, as of
their respective dates:

(a) our annual report on Form 10-K for the fiscal year ended May 26, 2002;

(b) our current reports on Form10-Q for the fiscal quarters ended August
25, 2002, November 24, 2002 and February 23, 2003;

(c) our current reports on Form 8-K dated June 20, 2002, September 18,
2002, October 29, 2002, December 17, 2002, December 19, 2002, February
18, 2003, March 20, 2003 and April 29, 2003; and

(d) the description of our common stock and preferred stock purchase
rights contained in any registration statement or report filed by us
under the Securities Act of 1933, as amended (the "Securities Act"),
or 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.

In addition, all documents filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof 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 remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the respective dates of filing of such documents.

Item 4. Description of Securities.

The securities offered hereby are Deferred Compensation Obligations (as
defined below) of Darden Restaurants, Inc., which are being offered to eligible
employees of Darden and our participating affiliates under the Darden
Restaurants, Inc. FlexComp Plan (the "Plan"). The Plan permits participants to
defer, in accordance with the terms of the Plan, a portion of the participant's
base salary and all or a portion of the participant's cash incentive
compensation (each, a "Cash Deferral"). The amount of compensation to be
deferred by each participant will be based on elections by each participant
under the terms of the Plan. The Plan also permits participants to defer certain
additional amounts specified in the Plan related to foregone matching
contributions under the Darden Savings Plan and benefits under our Retirement
Income Plan. All of these deferred amounts constitute the "Deferred Compensation
Obligations" under the Plan. The amounts that are deferred in a participant's
account will be credited with earnings and investment gains and losses as
described below. The Deferred Compensation Obligations are denominated in U.S.
dollars and will be payable in cash in U.S. dollars on the date or dates
selected by each participant in accordance with the terms of the Plan or on such
other date or dates as specified in the Plan.

The deferred amounts described above (including the Cash Deferrals and
additional deferrals for foregone matching contributions and Retirement Income
Plan benefits) that are credited to a participant's account will be credited
with earnings and investment gains and losses by assuming that the deferred
amounts were invested in one or more investment options selected by the
participant in accordance with the terms of the Plan. The investment options
include various investment options with different degrees of risk and a phantom
stock fund whose return reflects the return on our common stock. Participants
may reallocate amounts among the various investment options on a daily basis.
Participants do not have a right to have amounts in their accounts actually
invested in the investment options available under the Plan.

In connection with the Plan, we have created a non-qualified grantor trust
(the "Trust"), commonly known as a "Rabbi Trust." The Trust holds an investment
in trust owned life insurance, which may be used to pay a portion of the
benefits to Plan beneficiaries in the event of a change in control of Darden. We
do not expect to fully fund the

Trust absent such a change in control. The assets of the Trust are subject to
the claims of our general creditors. As a result, the Deferred Compensation
Obligations are unsecured obligations of Darden to pay deferred compensation in
the future in accordance with the terms of the Plan and are subject to the
claims of general creditors of Darden. The Deferred Compensation Obligations
will rank equally with other unsecured indebtedness of Darden from time to time
outstanding.

Darden reserves the right to amend the Plan prospectively at any time,
including the right to completely terminate the Plan.

A participant's rights or the rights of any other person to receive payment
of Deferred Compensation Obligations may not be anticipated, alienated, sold,
transferred, assigned, pledged or encumbered, except by a written designation of
a beneficiary under the Plan.

Item 5. Interests of Named Experts and Counsel.

Douglas E. Wentz, who has given an opinion of counsel with respect to the
securities to which the registration statement relates, is an employee and
officer (Senior Associate General Counsel and Assistant Secretary) of Darden.
Mr. Wentz is a participant in the Plan. As of May 5, 2003, Mr. Wentz held 1,173
shares of Darden common stock, including 423 shares of restricted stock, and
options to purchase 24,500 shares of Darden common stock.

Item 6. Indemnification of Directors and Officers.

Florida law contains provisions permitting and, in some situations,
requiring Florida corporations to provide indemnification to their officers and
directors for losses and litigation expense incurred in connection with their
service to the corporation in those capacities. Our articles of incorporation
and bylaws contain provisions requiring us to indemnify our directors and
officers to the fullest extent permitted by law. Among other things, these
provisions provide indemnification for officers and directors against
liabilities for judgments in and settlements of lawsuits and other proceedings
and for the advancement and payment of fees and expenses reasonably incurred by
the director or officer in defense of any such lawsuit or proceeding. Our
articles of incorporation also provide that if Florida law is amended to further
eliminate or limit the liability of directors, then the liability of our
directors shall be eliminated or limited, without further shareholder action, to
the fullest extent permissible under Florida law as so amended.

In addition, our articles of incorporation and bylaws authorize us to
purchase insurance for our directors and officers insuring them against certain
risks as to which we may be unable lawfully to indemnify them. We maintain such
insurance coverage for our officers and directors as well as insurance coverage
to reimburse Darden for potential costs of our corporate indemnification of
officers and directors.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1 Articles of Incorporation (incorporated herein by reference to
Exhibit 3(a) to our registration statement on Form 10 effective
May 5, 1995).

4.2 Bylaws (incorporated by reference to Exhibit 3(b) to our
registration statement on Form 10 effective May 5, 1995).

4.3 Rights Agreement dated as of May 28, 1995, as amended May 23,
1996, between Darden and Wells Fargo Bank Minnesota, National
Association (formerly Norwest Bank Minnesota, N.A.)

(incorporated by reference to Exhibit 4(a) to our annual report
on Form 10-K for the fiscal year ended May 31, 1998).

4.4 Indenture dated as of January 1, 1996, between Darden and Wells
Fargo Bank Minnesota, National Association (formerly Norwest Bank
Minnesota, N.A.), as trustee (incorporated by reference to our
current report on Form 8-K filed on February 9, 1996).

4.5 Darden Restaurants, Inc. FlexComp Plan, as amended (incorporated
by reference to Exhibit 10(f) in our quarterly report on Form
10-Q for the quarter ended February 23, 2003).

4.6 Darden Restaurants, Inc. Benefits Trust Agreement dated October
3, 1995, between us and Norwest Bank Minnesota, N.A. (now Wells
Fargo Bank Minnesota, N.A.), as trustee (incorporated by
reference to Exhibit 10(i) to our annual report on Form 10-K for
the fiscal year ended May 25, 1997).

5.1 Opinion of Counsel.

23.1 Consent of Counsel (included in Exhibit 5.1).

23.2 Consent of KPMG LLP.

24.1 Power of Attorney.

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 of 1933 (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 Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act 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;
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) above will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange 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.

(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.

(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 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 other 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, duly
authorized, in the City of Orlando, State of Florida, as of the 6th day of May,
2003.

DARDEN RESTAURANTS, INC.

By: /s/ Paula J. Shives
-----------------------------
Paula J. Shives,
Attorney-in-fact for:
Joe R. Lee
Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of the 6th day of May, 2003.

Signature Title
----------------------------- -------------------------------------------------
----------------------------- -------------------------------------------------

/s/ Paula J. Shives
Chairman of the Board and Chief Executive Officer
----------------------------- (principal executive officer)
Paula J. Shives,
Attorney-in-fact for:
Joe R. Lee

/s/ Linda J. Dimopoulos
Senior Vice President and Chief Financial Officer
----------------------------- (principal financial and accounting officer)
Linda J. Dimopoulos

/s/ Paula J. Shives
Senior Vice President, General Counsel and
----------------------------- Secretary
Paula J. Shives
Attorney-in-fact for:

Leonard L. Berry Director
Odie C. Donald Director
Julius Erving, II Director
David H. Hughes Director
Cornelius McGillicuddy, III Director
Richard E. Rivera Director
Michael D. Rose Director
Maria A. Sastre Director
Jack A. Smith Director
Blaine Sweatt, III Director
Rita P. Wilson Director

EXHIBIT INDEX

4.1 Articles of Incorporation (incorporated herein by reference to
Exhibit 3(a) to our registration statement on Form 10 effective
May 5, 1995).

4.2 Bylaws (incorporated by reference to Exhibit 3(b) to our
registration statement on Form 10 effective May 5, 1995).

4.3 Rights Agreement dated as of May 28, 1995, as amended May 23,
1996, between Darden and Wells Fargo Bank Minnesota, National
Association (formerly Norwest Bank Minnesota, N.A.) (incorporated
by reference to Exhibit 4(a) to our annual report on Form 10-K
for the fiscal year ended May 31, 1998).

4.5 Darden Restaurants, Inc. FlexComp Plan, as amended (incorporated
by reference to Exhibit 10(f) to our quarterly report on Form
10-Q for the quarter ended February 23, 2003).

5.1 Opinion of Counsel.

23.1 Consent of Counsel (included in Exhibit 5.1).

23.2 Consent of KPMG LLP.

24.1 Power of Attorney.

Exhibit 5.1

DARDEN RESTAURANTS
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Red Lobster(R) The Olive Garden(R) Bahama Breeze(R) Smokey Bones(R)

Douglas E. Wentz
Senior Associate General Counsel

May 6, 2003

Board of Directors
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809

Ladies and Gentlemen:

I am Senior Associate General Counsel and Assistant Secretary of Darden
Restaurants, Inc., a Florida corporation (the "Company"), and I have acted as
counsel to the Company in connection with the Company's registration statement
on Form S-8 (the "Registration Statement") relating to the registration by the
Company of $100,000,000 of deferred compensation obligations (the "Deferred
Compensation Obligations") of Darden Restaurants, Inc. ("Darden") under the
Darden Restaurants, Inc. FlexComp Plan (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 examined such documents
and reviewed such questions of law as I have deemed relevant or necessary as the
basis for my opinions as set forth below.

Based on the foregoing, I am of the opinion that the Deferred Compensation
Obligations have been duly authorized and, when created in accordance with the
terms of the Plan, will be valid and binding obligations of the Company
enforceable in accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, or other laws of general application relating
to or affecting enforcement of creditors' remedies or by general principles of
equity.

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.

Very truly yours,

/s/ Douglas E. Wentz

Douglas E. Wentz

5900 Lake Ellenor Drive - P.O. Box 593330 - Orlando, Florida 32859-3330 -
(407) 245-5811 - Fax: (407) 245-4844

E-mail: dwentz@darden.com

Exhibit 23.2

KPMG
111 North Orange Avenue, Suite 1600
P.O. Box 3031
Orlando, FL 32802

Independent Auditors' Consent

The Board of Directors
Darden Restaurants, Inc.:

We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Darden Restaurants, Inc. of our report dated June 18, 2002, with
respect to the consolidated balance sheets of Darden Restaurants, Inc. and
subsidiaries as of May 26, 2002, and May 27, 2001, and the related consolidated
statements of earnings, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended May 26, 2002, which report appears
in the May 26, 2002, annual report on Form 10-K of Darden Restaurants, Inc.

/s/ KPMG LLP

Orlando, FL
May 2, 2003

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Joe R. Lee, Clarence Otis, Jr. 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
of Darden Restaurants, Inc. and any or all amendments (including post-effective
amendments) thereto, relating to the Darden Restaurants, Inc. FlexComp Plan, 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 of
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed on this 26th day
of July, 2002, by the following persons.

/s/ Leonard L. Berry /s/ Richard E. Rivera
------------------------------------ ---------------------
Leonard L. Berry Richard E. Rivera

/s/ Odie C. Donald /s/ Michael D. Rose
------------------------------------ -------------------
Odie C. Donald Michael D. Rose

/s/Julius Erving, II /s/ Maria A. Sastre
------------------------------------ -------------------
Julius Erving, II Maria A. Sastre

/s/David H. Hughes /s/ Jack A. Smith
------------------------------------ -----------------
David H. Hughes Jack A. Smith

/s/ Joe R. Lee /s/ Blaine Sweatt, III
------------------------------------ ----------------------
Joe R. Lee Blaine Sweatt, III

/s/ Cornelius McGillicuddy, III /s/ Rita P. Wilson
------------------------------------ ------------------
Cornelius McGillicuddy, III Rita P. Wilson