As filed with the Securities and Exchange Commission on October 2, 2007

Registration No. 333-            

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

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DARDEN RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

 

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Florida		59-3305930
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5900 Lake Ellenor Drive

Orlando, Florida 32809

(Address of Principal Executive Offices) (Zip Code)

 

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LONGHORN STEAKS, INC. AMENDED AND RESTATED 1992 INCENTIVE PLAN,

LONGHORN STEAKS, INC. 1996 STOCK PLAN FOR OUTSIDE DIRECTORS,

RARE HOSPITALITY INTERNATIONAL, INC. 1997 LONG-TERM INCENTIVE PLAN

and

RARE HOSPITALITY INTERNATIONAL, INC. AMENDED AND RESTATED

2002 LONG-TERM INCENTIVE PLAN

(Full title of the plans)

 

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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)

 

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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
Common Stock, without par value(2)		3,899,227 shares		$42.335(3)		$165,073,775.05(3)		$5,067.76

(1)

The number of shares being registered represents the number of shares of the registrant’s Common Stock issuable under the following plans: (i) 2,210 shares to be offered under the Longhorn Steaks, Inc. Amended and Restated 1992 Incentive Plan, (ii) 19,073 shares to be offered under the Longhorn Steaks, Inc. 1996 Stock Plan for Outside Directors, (iii) 331,887 shares to be offered under the RARE Hospitality International, Inc. 1997 Long-Term Incentive Plan and (iv) 3,546,057 shares to be offered under the RARE Hospitality International, Inc. Amended and Restated 2002 Long-Term Incentive Plan.

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock which become issuable under such plans pursuant to their respective antidilution provisions.

(2)	Includes rights to purchase Units of Series A Participating Cumulative Preferred Stock, which rights are attached to and will trade with the Common Stock.

(3)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h)(1) under the Securities Act, and based on the average of the high and low sales prices of the registrant’s Common Stock traded on New York Stock Exchange as reported in the consolidated reporting system on September 28, 2007.

 

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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

The following documents that have been filed with the Securities and Exchange Commission (“SEC”) by Darden Restaurants, Inc. (“we,” “us,” or “Darden”), are incorporated by reference in this registration statement:

 

(a)

our Annual Report on Form 10-K for the fiscal year ended May 27, 2007;

 

(b)

our Quarterly Report on Form 10-Q for the fiscal quarter ended August 26, 2007;

 

(c)

our Current Reports on Form 8-K filed with the SEC on August 16, 2007, August 17, 2007, September 14, 2007, September 24, 2007 and October 1, 2007 and an amendment to a Current Report filed with the SEC on Form 8-K/A filed September 24, 2007; 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 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.

Not applicable.

 

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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. As of October 1, 2007, Mr. Wentz held 7,197 shares of Darden Common Stock, including 3,460 shares of Darden restricted stock and options to purchase 43,751 shares of Darden Common Stock granted under one or more Darden plans.

 

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.

 

 

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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;

(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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 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 SEC 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 SEC 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

 

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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.

 

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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, on the 2^nd day of October, 2007.

 

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 on the 2^nd day of October, 2007.

 

		Signature		Title
		/s/ Paula J. Shives
		Paula J. Shives, Attorney-in-fact for:		Chairman of the Board and Chief Executive Officer (principal executive officer)
		Clarence Otis, Jr.
		/s/ C. Bradford Richmond		Senior Vice President and Chief Financial Officer
		C. Bradford Richmond		(principal financial and accounting officer)
		/s/ Paula J. Shives
		Attorney-in-fact for:
		Leonard L. Berry		Director
		Odie C. Donald		Director
		David H. Hughes		Director
		Charles A. Ledsinger, Jr.		Director
		William M. Lewis, Jr.		Director
		Senator Connie Mack, III		Director
		Andrew H. Madsen		Director
		Clarence Otis, Jr.		Director
		Michael D. Rose		Director
		Maria A. Sastre		Director
		Jack A. Smith		Director
		Rita P. Wilson		Director

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EXHIBIT INDEX

 

4.1		Articles of Incorporation as amended May 26, 2005 (incorporated herein by reference to Exhibit 3(a) to our Annual Report on Form 10-K for the fiscal year ended May 29, 2005).
4.2		Bylaws as amended June 14, 2007 (incorporated by reference to Exhibit 3(ii) to our Current Report on Form 8-K filed June 19, 2007).
4.3		Rights Agreement dated as of May 16, 2005, between Darden and Wachovia Bank, National Association, as Rights Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed May 16, 2005).
4.4		Amendment to Rights Agreement dated as of June 2, 2006, by and between Darden, Wachovia Bank, National Association and Wells Fargo Bank, National Association, as successor Rights Agent (incorporated by reference to Exhibit 4 to our Current Report on Form 8-K filed on June 5, 2006).
4.5		Indenture dated as of January 1, 1996, between Darden and Wells Fargo Bank, National Association (as successor to Wells Fargo Bank, Minnesota, National Association, formerly known as Norwest Bank Minnesota, National Association) (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on February 9, 1996).
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.