As filed with the Securities and Exchange Commission on July __, 1998
Registration No. 33-53993
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
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of issuer as specified in its charter)
New Jersey 04-1923360
(State of incorporation) (I.R.S. Employer Identification No.)
250 East Fifth Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
CHIQUITA
1986 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
ROBERT W. OLSON, ESQ.
Senior Vice President, General Counsel and Secretary
Chiquita Brands International, Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
(Name and address of agent for service)
Telephone number, including area code,
of agent for service: (513) 784-8804
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Explanatory Statement
As originally filed in June 1994, this Registration Statement
registered 5,000,000 additional shares of the Common Stock of Chiquita Brands
International, Inc. (the "Company") which had been approved for issuance under
the Company's 1986 Stock Option and Incentive Plan (the "1986 Plan"). The
Company now has adopted a new plan, the 1998 Stock Option and Incentive Plan
(the "1998 Plan"), to which shares remaining available for grant under the 1986
Plan may be transferred for the purpose of new grants.
Accordingly, this Post-Effective Amendment is being filed
(under Instruction E to Form S-8) to de-register 800,000 shares previously
registered for the 1986 Plan and to move those shares to a new Form S-8
Registration Statement being filed by the Company for shares issuable under the
1998 Plan.
Item 8. Exhibits
Exhibit
Number
24 Power of Attorney
<PAGE>
SIGNATURES
The Registrant. 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 Form S-8 Registration
Statement No. 33-53993 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio as of the 14th day of
July, 1998.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/ Carl H. Lindner
________________________________
Carl H. Lindner, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 1 to the Form S-8 Registration
Statement has been signed by the following persons in the capacities indicated
as of the 14th day of July, 1998.
Signature Title
/s/ Carl H. Lindner Chairman of the Board and
________________________ Chief Executive Officer
Carl H. Lindner
/s/ Keith E. Lindner Vice Chairman of the Board
________________________
Keith E. Lindner
/s/ Steven G. Warshaw Director, President and Chief Operating
________________________ Officer
Steven G. Warshaw
/s/ Fred J. Runk Director
________________________
Fred J. Runk
/s/ Jean Head Sisco Director
________________________
Jean Head Sisco
________________________ Director
William W. Verity
/s/ Oliver W. Waddell Director
________________________
Oliver W. Waddell
/s/ Warren J. Ligan Senior Vice President and Chief
________________________ Financial Officer
Warren J. Ligan
/s/ William A. Tsacalis Vice President and Controller
________________________ (Chief Accounting Officer)
William A. Tsacalis
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Chiquita Brands International,
Inc., hereby appoint William A. Tsacalis and Robert W. Olson, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our names and on our behalf in our capacities indicated below, which
said attorneys and agents, or each of them, may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 33-53993 to be filed in connection with the
corporation's 1986 Stock Option and Incentive Plan including, without
limitation, power and authority to sign for us, or any of us, in our names in
the capacities indicated below, any and all future amendments to such
Registration Statement, and we hereby ratify and confirm all that said
attorneys and agents, or each of them, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Power of Attorney has been signed below by the following persons
as of the 14th day of July, 1998 in the capacities indicated:
Signature Title
/s/ Carl H. Lindner Chairman of the Board and
________________________ Chief Executive Officer
Carl H. Lindner
/s/ Keith E. Lindner Vice Chairman of the Board
________________________
Keith E. Lindner
/s/ Steven G. Warshaw Director, President and Chief Operating
________________________ Officer
Steven G. Warshaw
/s/ Fred J. Runk Director
________________________
Fred J. Runk
/s/ Jean Head Sisco Director
________________________
Jean Head Sisco
________________________ Director
William W. Verity
/s/ Oliver W. Waddell Director
________________________
Oliver W. Waddell
