As filed with the Securities and Exchange Commission on July 23, 1999.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
CASTLE & COOKE, INC.
(Exact name of registrant as specified in its charter)
--------------------
Hawaii 77-0412800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10900 Wilshire Boulevard
Los Angeles, California 90024
(Address of principal executive offices)
Castle & Cooke, Inc.
Amended and Restated 1995 Stock Option and Award Plan
(Full title of the plan)
Castle & Cooke, Inc.
10900 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-3636
(Name, address, and telephone number, including area code, of
agent for service)
___________________
Copy To:
Diana L. Walker, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071-2889
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to be price offering registration
to be registered registered per unit price fee
- ----------------------------------------------------------------------------
Common Stock, 1,000,000 $15.94<2> $15,937,500<2> $4,430.63<2>
no par value shares<1>
============================================================================
<FN>
<1> This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options and
other rights to purchase or acquire the shares of Common
Stock covered by the Prospectus and, pursuant to Rule
416(c) under the Securities Act of 1933, as amended, an
additional indeterminate number of shares which by reason
of certain events specified in the Plan may become subject
to the Plan.
<2> Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock as reported on the New York
Stock Exchange and published in the Western Edition of the
Wall Street Journal on July 20, 1999, a date within five
business days prior to the filing of this Registration
Statement.
The Exhibit Index included in this Registration Statement follows
the signature page.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant information)
will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be
filed with the Securities and Exchange Commission either as part
of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act of 1933.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents of Castle & Cooke, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the Company's
fiscal year ended December 31, 1998;
(b) Company Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999 and all other reports filed by
the Company pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by
the Annual Report referred to above;
(c) Company's Registration Statement No. 333-502 on
Form S-8, as filed with the Commission on January 19, 1996,
relating to the Company's 1995 Stock Option and Award Plan;
and
(d) the description of the Company's Common Stock
contained in its Registration Statement filed on Form 10
dated October 17, 1995, as amended December 1, 1995 and
December 14, 1995 (reg. No. 1-14020), and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 the prospectus 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 8. Exhibits
See the attached Exhibit Index.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, 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 Los Angeles, State of California, on July 22, 1999.
CASTLE & COOKE, INC.
By: /s/ David H. Murdock
----------------------------
David H. Murdock
Chairman of the Board and
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints Roberta Wieman and Kevin R. Shaney his true and
lawful attorneys-in-fact and agents, each acting alone, 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 this Registration Statement, 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, each acting alone, 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
attorneys-in-fact and agents, each acting alone, 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 Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ David H. Murdock Chairman of the Board July 22, 1999
- --------------------------- Chief Executive Officer
David H. Murdock and Director (Director and
principal executive officer)
/s/ Edward C. Roohan Vice President, Treasurer July 22, 1999
- --------------------------- and Chief Financial Officer
Edward C. Roohan (Principal financial officer)
/s/ Scott J. Blechman Vice President and Corporate July 22, 1999
- --------------------------- Controller (Principal
Scott J. Blechman accounting officer)
/s/ Patrick J. Birmingham Director July 22, 1999
- ---------------------------
Patrick J. Birmingham
/s/ Wallace S. Miyahira Director July 22, 1999
- ---------------------------
Wallace S. Miyahira
/s/ Lynn Scott Safrit Director July 22, 1999
- ----------------------------
Lynne Scott Safrit
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- --------- -----------
4.1 Castle & Cooke, Inc. Amended and Restated 1995 Stock
Option and Award Plan (filed as Exhibit 10.2 to the
Company's Annual Report on Form 10-K filed with the
SEC on March 25, 1999 and incorporated herein by
reference).
5. Opinion of Goodsill Anderson Quinn & Stifel dated
July 23, 1999 regarding the legality of the Common
Stock to be issued.
23.1 Consent of Independent Public Accountants (Arthur
Andersen LLP), dated July 22, 1999.
23.2 Consent of Goodsill Anderson Quinn & Stifel (included
in Exhibit 5).
24.1 Powers of Attorney (included in this Registration
Statement under "Signatures").
<PAGE>
EXHIBIT 5
[GOODSILL ANDERSON QUINN & STIFEL LETTERHEAD]
July 23, 1999
Castle & Cooke, Inc.
10900 Wilshire Boulevard
Los Angeles, CA 90024
Ladies and Gentlemen:
This opinion is rendered in connection with the
filing by Castle & Cooke, Inc., a Hawaii corporation (the
"Company") of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended, covering an additional 1,000,000 shares of
Common Stock, no par value (the "Shares") of the Company to
be issued pursuant to the Castle & Cooke, Inc. Amended and
Restated 1995 Stock Option and Award Plan as amended
effective February 9, 1999 (the "Plan").
In connection with the filing of the Registration
Statement, we have examined the Registration Statement and,
for purposes of this opinion, we have assumed that it has
become effective. We have also examined the Plan and such
corporate and other records, certificates and documents and
such matters of fact and law as we have deemed necessary or
appropriate as a basis for the opinion hereinafter
expressed. We are members of the Bar of the State of Hawaii
and, for purposes of this opinion, do not hold ourselves out
as experts on the laws of any jurisdiction other than the
laws of the State of Hawaii. This opinion is limited in all
respects to matters governed by the laws of the State of
Hawaii.
Based upon the foregoing, we are of the opinion
that, when the Shares are issued and paid for as
contemplated in the Registration Statement and in accordance
with the applicable resolutions adopted by the Company's
board of directors and appropriate Committee action under
the Plan, and with the provisions of the Plan and relevant
agreements duly authorized by and completed in accordance
with the terms of the Plan, said Shares will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as
Exhibit 5 of the Registration Statement. In giving such
consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the
Act. This opinion may not be furnished or quoted to, or
relied upon, by any person for any purpose, without our
prior written consent.
Very truly yours,
/s/ GOODSILL ANDERSON QUINN & STIFEL
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 8, 1999 included or incorporated by
reference in Castle & Cooke's Annual Report on Form 10-K for the
year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
July 22, 1999
