As filed with the Securities and Exchange Commission on March 22, 2001
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
Florida 59-3305930
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5900 Lake Ellenor Drive
Orlando, Florida 32809
(Address of principal executive offices) (Zip Code)
Stock Plan for Directors
Compensation Plan for Non-Employee Directors
Restaurant Management and Employee Stock Plan of 2000
(Full titles of the plans)
Copy to:
Paula J. Shives, Esq. Gary L. Tygesson, Esq.
Senior Vice President, General Counsel Dorsey & Whitney LL
and Secretary 220 South Sixth Street
5900 Lake Ellenor Drive Minneapolis, Minnesota 55402
Orlando, Florida 32809 (612) 340-2600
(Name and address of agent for service)
(407) 245-4000
(Telephone number, including area code,
of agent for service)
_____________________________
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed
securities to be offering price maximum aggregate Amount of
being registered registered (1) price per share (2) offering price (2) registration fee
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Common Stock
(no par value) 3,900,000 shares (3) $23.03 $89,797,500.00 $22,449.38
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(1) Pursuant to rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein. This registration
statement shall also cover any additional shares of common stock which shall
become issuable under the Stock Plan for Directors, Compensation Plan for
Non-Employee Directors, and Restaurant Management and Employee Stock Plan of
2000 by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which results
in an increase in the number of the outstanding shares of the registrant's
common stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 (h) and (c), based upon the average of the high and low
prices of the registrant's common stock, as reported on the New York Stock
Exchange on March 15, 2001.
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(3) 250,000 shares under the Stock Plan for Directors, 50,000 shares under the
Compensation Plan for Non-Employee Directors and 3,600,000 shares under the
Restaurant Management and Employee Stock Plan of 2000.
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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 by Darden Restaurants,
Inc. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement, as of their respective
dates:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
May 28, 2000;
(b) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended August 27, 2000 and November 26, 2000;
(c) the Company's Current Reports on Form 8-K, filed on August 31,
2000, September 22, 2000, November 13, 2000 and December 21, 2000;
and
(d) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated March 9, 1995,
as amended on April 21, 1995, May 2, 1995 and May 5, 1995, and any
amendment or report filed for the purpose of updating such
description filed subsequent to the date of this Registration
Statement and prior to the termination of the offering described
herein.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (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 description of the Company's capital stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to authority conferred by Florida law, the Company's Articles of
Incorporation contain a provision providing that no director of the Company
shall be personally liable to it or its stockholders for monetary damages for
breach of fiduciary duty as a director, unless (i) the director breached or
failed to perform his or her duties as director and (ii) the breach or failure
constitutes (a) a violation of criminal law (except where he or she had
reasonable cause to believe the conduct was lawful or had no reasonable cause to
believe the conduct was unlawful), (b) a transaction from which the director
derived improper personal benefit, (c) improper distributions, (d) conscious
disregard of the Company's best interest or willful conduct, or (e) recklessness
or an act or omission in bad faith.
The Company's Articles of Incorporation also provide that if Florida law
is amended to further eliminate or limit the liability of directors, then the
liability of a director of the Company shall be eliminated or limited, without
further shareholder action, to the fullest extent permissible under Florida law
as so amended.
Florida law contains provisions permitting and, in some situations,
requiring Florida corporations, such as the Company, 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. The
Company's Articles of Incorporation and Bylaws contain provisions requiring
indemnification by the Company of its directors and officers to the fullest
extent that is 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 advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding. In addition, the Company's Articles
of Incorporation and Bylaws authorize it to purchase insurance for its directors
and officers insuring them against certain risks as to which the Company may be
unable lawfully to
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indemnify them. The Company maintains insurance coverage for its officers and
directors as well as insurance coverage to reimburse the Company for potential
costs of its corporate indemnification of officers and directors.
The Securities and Exchange Commission has taken the position that insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act") may be permitted by a company to its directors
and officers, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
No securities are to be reoffered or resold pursuant to this registration
statement.
Item 8. Exhibits.
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.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.
Item 9. Undertakings.
(a) POST-EFFECTIVE AMENDMENTS
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;
(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 Commission
pursuant to Rule 424(b) 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;
(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.
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Provided, however, that paragraphs (a)(1)(i) and (1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and 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
Commission by the registrant pursuant to section 13 or section15(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 of 1933, 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) SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE
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 section13(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) CLAIMS FOR INDEMNIFICATION
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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 March 22, 2001.
DARDEN RESTAURANTS, INC.
By /s/ Paula J. Shives
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Paula J. Shives
Senior Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
/s/ Joe R. Lee Director, Chairman of the March 22, 2001
Joe R. Lee Board and Chief Executive
Officer (principal executive
officer)
/s/ Clarence Otis, Jr. Senior Vice President - Chief March 22, 2001
Clarence Otis, Jr. Financial Officer (principal
financial and accounting
officer)
Bradley D. Blum Director March 22, 2001
Bradley D. Blum*
Daniel B. Burke Director March 22, 2001
Daniel B. Burke*
Odie C. Donald Director March 22, 2001
Odie C. Donald*
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Julius Erving, II Director March 22, 2001
Julius Erving, II*
Richard E. Rivera Director March 22, 2001
Richard E. Rivera*
Michael D. Rose Director March 22, 2001
Michael D. Rose*
Hector de J. Ruiz Director March 22, 2001
Hector de J. Ruiz*
Maria A. Sastre Director March 22, 2001
Maria A. Sastre*
Jack A. Smith Director March 22, 2001
Jack A. Smith*
Blaine Sweatt, III Director March 22, 2001
Blaine Sweatt, III*
Rita P. Wilson Director March 22, 2001
Rita P. Wilson*
*By /s/ Paula J. Shives
Paula J. Shives
Attorney-in-Fact
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EXHIBIT INDEX
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 Minnestoa, 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.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Powers of Attorney.