As filed with the Securities and Exchange Commission on July __, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
1998 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered(1) per share(2) price(2) fee(3)
__________ __________ _________ _________ ____________
<S> <C> <C> <C> <C>
Common Stock, 10,800,000 $14.00 $151,200,000 $41,300.00
par value $.01 shares
<FN>
<F1> Includes 800,000 unsold shares transferred from Form S-8 Registration
Statement No. 33-53993. This registration statement also covers such
indeterminable number of additional shares of Common Stock of
Chiquita Brands International, Inc. as may become issuable with
respect to all or any of the registered shares pursuant to
antidilution provisions in the plan.
<F2> Estimated solely for purposes of computing the registration fee
pursuant to Rule 457(h) and based on the average of the high and low
prices of the Common Stock reported on the New York Stock Exchange on
July 7, 1998 of $14.00 per share.
<F3> Pursuant to Rule 429(b), represents an aggregate fee of $44,604.00
less $3,304.00 attributable to the 800,000 shares transferred from
Form S-8 Registration Statement No. 33-53993 for which the
registration fee has been paid previously. A post-effective amendment
to Registration Statement No. 33-53993 is being filed to deregister
such shares.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of the registrant are incorporated by
reference into and made a part of this registration statement. In addition,
all documents subsequently filed by the registrant pursuant to Sections 13, 14
and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such documents.
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since December 31, 1997; and
(c) The description of the registrant's Common Stock contained in its
Registration Statement on Form 8-A/A (Amendment No. 1) filed on
June 18, 1998 under the Securities Exchange Act of 1934.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the securities being registered has been passed upon
by Robert W. Olson, Esq., Senior Vice President, General Counsel and Secretary
of the registrant. Mr. Olson presently holds shares of Common Stock in the
registrant's Savings and Investment (401(k)) Plan as well as employee stock
options to purchase additional shares of Common Stock and participates in the
registrant's 1997 Amended and Restated Deferred Compensation Plan.
Item 6. Indemnification of Directors and Officers
Article VI of the registrant's By-Laws provides directors and officers
with the right to indemnification and advancement of expenses to the fullest
extent not prohibited by the New Jersey Business Corporation Act. Directors
and officers of the registrant are indemnified generally against expenses and
liabilities incurred in connection with any proceedings, including proceedings
by or on behalf of the registrant, relating to their service to or at the
request of the registrant. However, no indemnification may be made if a final
adjudication establishes that a person's acts or omissions (a) breached the
person's duty of loyalty to the registrant or its shareholders, (b) were not in
good faith or involved a knowing violation of the law, or (c) resulted in
receipt by the person of an improper personal benefit. Section VIII of the
registrant's Second Restated Certificate of Incorporation also limits the
liability of the registrant's directors and officers, to the fullest extent
permitted by the New Jersey Business Corporation Act, to the registrant or its
shareholders for monetary damages for breach of any duty, except in the
situations set forth in (a) through (c) above.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit
Number
_______
5 Opinion of Counsel
23.1 Consent of Ernst & Young LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
<PAGE>
(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) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 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.
*(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and
will be governed by the final adjudication of such issue.
____________________
* Paragraph references correspond to those of Item 512 of Regulation S-K.
<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 registration statement 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 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
<PAGE>
Exhibits 5 and 23.3
Robert W. Olson
Senior Vice President, General Counsel and Secretary
Chiquita Brands International Inc.
250 East Fifth Street
Cincinnati, Ohio 45202
July 14, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Chiquita 1998 Stock Option and Incentive Plan
Dear Sir or Madam:
I have acted as counsel to Chiquita Brands International, Inc., a New
Jersey corporation ("Chiquita"), in connection with the registration of
10,800,000 shares of Chiquita's Common Stock, $.01 par value (the "Shares"),
which may be issued pursuant to the Chiquita 1998 Stock Option and Incentive
Plan (the "Plan").
I have examined such records and documents and have made such
investigations of law and fact as I have deemed necessary for purposes of this
opinion and, based upon such review, I am of the opinion that the Shares have
been duly and validly authorized and, when issued or sold in accordance with
the terms of the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by Chiquita to effect
registration under the Securities Act of 1933 of the Shares.
Very truly yours,
/s/ Robert W. Olson
___________________
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1998 Stock Option and Incentive Plan of Chiquita
Brands International, Inc. of our report dated February 11, 1998, with respect
to the consolidated financial statements of Chiquita Brands International, Inc.
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1997, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
_____________________
ERNST & YOUNG LLP
Cincinnati, Ohio
July 14, 1998
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and related prospectus pertaining to the 1998 Stock Option and
Incentive Plan of Chiquita Brands International, Inc. of our report dated
June 19, 1997 (October 10, 1997 as to Note L), with respect to the financial
statements of Stokely USA, Inc., for the year ended March 31, 1997, and
incorporated by reference in the Chiquita Brands International, Inc. Report on
Form 8-K dated January 16, 1998.
/s/ Deloitte & Touche LLP
_________________________
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
July 9, 1998
<PAGE>
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 a Registration Statement on Form S-8 to be filed
in connection with the registration of shares for the corporation's 1998 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 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
