As filed with the Securities and Exchange Commission on June 28, 1995.
Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
DOLE FOOD COMPANY, INC.
(Exact name of registrant as specified in its charter)
___________________
Hawaii 99-0035300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31355 Oak Crest Drive, Westlake Village, California 91361
(Address of principal executive offices)
DOLE FOOD COMPANY, INC.
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
J. Brett Tibbitts, Esq.
Vice President--Corporate General Counsel
DOLE FOOD COMPANY, INC.
31355 Oak Crest Drive
Westlake Village, California 91361
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service: (818) 879-6600
___________________
Copy to:
Diana L. Walker, Esq.
O'MELVENY & MYERS
400 South Hope Street
Los Angeles, California 90071-2899
CALCULATION OF REGISTRATION FEE
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, 50,000(1) $28.875(2) $1,443,750(2) $497.84(2)
no par value shares
(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,
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 reported in The Wall Street
Journal, Western Edition on June 23, 1995 for June 22,
1995.
The Exhibit Index is included in this Registration Statement.
<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 (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
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 (the "Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Dole Food Company, Inc. (the
"Company") filed with the Securities and Exchange Commission are
incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the
Company's fiscal year ended December 31, 1994;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 25, 1995; and
(c) the description of the Company's Common Stock contained
in the registration statement (and past and future
amendments thereto) for the Common Stock filed under
Section 12 of the Securities Exchange Act of 1934,
including 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 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, with no par value (the
"Common Stock"), is registered pursuant to Section 12 of the
Exchange Act, and, therefore, the description of securities is
omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
GENERAL
Officers and directors of the Company are covered by
certain provisions of the Hawaii Business Corporation Act (the
"Hawaii BCA"), the Company's By-laws and insurance policies which
serve to limit, and, in certain instances, to indemnify them
against, certain liabilities which they incur in such capacities.
These various provisions are summarized below.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES
In June 1989, Hawaii enacted legislation (the "1989
Act") which authorizes corporations to limit or eliminate the
personal liability of their directors in any action brought by
the corporation or their stockholders for monetary damages for breach
of directors' fiduciary duty of care. The duty of care requires
that, when acting on behalf of the corporation, a director must
act in good faith in a manner such director reasonably believes
to be in the best interests of the corporation and with such care
as a prudent person in like position would use under similar
circumstances. Although the 1989 Act does not change directors'
duty of care, it enables corporations to limit available relief
to the corporation or its stockholders to equitable remedies such
as injunction or rescission. Article IX of the Company's By-laws
limits the liability of directors to the Company or its
stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by the 1989
Act, as amended from time to time. Specifically, directors of
the Company will not be personally liable to the corporation or
its stockholders for monetary damages for breach of a director's
fiduciary duty as a director, except for liability, (i) for any
breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, or which constitute a willful or reckless disregard of the
director's fiduciary duty, (iii) for payments of dividends, stock
repurchases or redemptions contrary to the provisions of the
Hawaii BCA made wilfully or negligently, or (iv) for any
transaction from which the director derived an improper benefit.
If the Hawaii BCA is amended after the effective date of Article
IX of the Company's By-laws to further eliminate or limit the
personal liability of directors, then the liability of a director
of the Company will be eliminated or limited to the fullest
extent permitted by the Hawaii BCA, as so amended. The inclusion
of this provision in the Company's By-laws may have the effect of
reducing the likelihood of litigation against directors, even
though such an action, if successful, might otherwise have
benefited the Company and its stockholders.
INDEMNIFICATION AND INSURANCE
Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 1 of Article VIII of the Company's By-
laws provides that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Company) by reason of
the fact that he is or was a director, officer, employee or agent
of the Company or of any division of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Pursuant to the authority conferred upon the Company by
the Hawaii BCA, Section 2 of Article VIII of the Company's By-
laws provides that the Company shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or
agent of the Company or of any division of the Company, or is or
was serving at the request of the Company as a director, officer,
employee or agent of the Company or of any division of the
Company, or is or was serving at the request of the Company as
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of the Company; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless
and only to the extent that the court in which such action or
suit was brought or in any other court having jurisdiction in the
premises shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
As required by the Hawaii BCA, any indemnification
under Article VIII of the Company's By-laws (unless ordered by a
court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of
conduct. Such determination shall be made (i) by the Company's
Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or, even
if a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by a majority vote
of the stockholders of the Company. The Hawaii BCA further
provides, however, that to the extent that a director, officer or
employee of the Company has been successful on the merits or
otherwise in defense of any action, suit or
proceeding described above, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance
of the final disposition of such action, suit or proceeding as
authorized by the Company's Board of Directors in a particular
case upon receipt of an undertaking by or on behalf of such
director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is not entitled to be
indemnified by the Company.
The indemnification and advancement of expenses
provided by or granted pursuant to Article VIII of the Company's
By-laws are not exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Company from time to time maintains insurance
(subject to applicable limitations, deductibles, and exclusions)
on behalf of any person who is or was a director or officer of
the Company, or is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
certain liabilities asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether
or not the Company would have the power to indemnify him against
such liability under the provisions of Article VIII of the
Company's By-laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
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 (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; 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)
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
(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; and
(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 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
(h) 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
provisions described in Item 6 above, 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.
<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 Westlake Village, State of California, on June 23,
1995.
DOLE FOOD COMPANY, INC.
By: /s/ J. Brett Tibbitts
Its: Vice President-Corporate General Counsel
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ David H. Murdock Chairman of the Board June 23, 1995
David H. Murdock and Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ David A. DeLorenzo Executive Vice President June 20, 1995
David A. DeLorenzo and Director
/s/ Michael S. Karsner Vice President-- Treasurer June 23, 1995
Michael S. Karsner and Chief Financial Officer
(Principal Financial Officer)
/s/ Patricia A. McKay Vice President-- Finance June 23, 1995
Patricia A. McKay and Controller (Principal
Accounting Officer)
/s/ Elaine L. Chao Director June 23, 1995
Elaine L. Chao
/s/ Mike Curb Director June 23, 1995
Mike Curb
/s/ Richard M. Ferry Director June 23, 1995
Richard M. Ferry
/s/ James F. Gary Director June 23, 1995
James F. Gary
/s/ Frank J. Hata Director June 23, 1995
Frank J. Hata
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4.1 Dole Food Company, Inc. 1995 Non-Employee
Directors Stock Option Plan.
4.2 Form of Stock Option Award Agreement for
Initial Grants.
4.3 Form of Stock Option Award Agreement for
Subsequent Grants.
5 Opinion of Goodsill Anderson Quinn & Stifel
regarding legality of shares.
23.1 Consent of Arthur Andersen L.L.P. (Consent of
Independent Public Accountants).
23.2 Consent of Goodsill Anderson Quinn & Stifel
(included in Exhibit 5).
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. THE PLAN
1.1 Purpose.
The purpose of this Plan is to promote the success of the
Company by providing an additional means through the grant of
Options to attract, motivate and retain experienced and
knowledgeable Eligible Directors. Capitalized terms are defined
in Article 4.
1.2 Administration.
(a) Board Authority and Powers; Interpretation. This Plan
shall be, to the maximum extent possible, self-effectuating.
This Plan shall be interpreted and, to the extent any
determinations are required hereunder, shall be administered by
the Board. Subject to the express provisions of this Plan, the
Board shall have the authority to construe and interpret this
Plan and any agreements defining the rights and obligations of
the Corporation and Participants under this Plan.
(b) Binding Determinations. Any action taken by, or
inaction of, the Corporation or the Board relating or pursuant to
this Plan shall be within the absolute discretion of that entity
or body and shall be conclusive and binding upon all persons. No
member of the Board or officer of the Corporation shall be liable
for any such action or inaction, except in circumstances
involving such person's bad faith.
(c) Reliance on Experts. In making any determination or in
taking or not taking any action under this Plan, the Board may
obtain and may rely upon the advice of experts, including
professional advisors to the Corporation. No director, officer
or agent of the Corporation shall be liable for any such action
or determination taken or made or omitted in good faith.
(d) Delegation. The Board may delegate ministerial,
non-discretionary functions to individuals who are officers or
employees of the Corporation.
1.3 Shares Available for Options.
Subject to the provisions of Section 3.4, the capital stock
that may be delivered under this Plan shall be shares of the
Corporation's authorized but unissued Common Stock.
(a) Number of Shares. The maximum number of shares of
Common Stock that may be delivered pursuant to Options granted to
Eligible Directors under this Plan shall not exceed 50,000
shares, subject to adjustment contemplated by Section 3.4.
(b) Calculation of Available Shares and Replenishment.
Shares subject to outstanding Options shall be reserved for
issuance. If any Option shall expire or be canceled or
terminated without having been exercised in full, the undelivered
shares subject thereto shall again be available for the purposes
of this Plan.
2. THE OPTIONS
2.1 Automatic Option Grants. Subject to Section 3.9 and
adjustments contemplated by Section 3.4,
(a) Initial Options. Persons who are Eligible Directors as
of February 15, 1995 shall be granted without further action an
Option to purchase 1,500 shares of Common Stock.
(b) Subsequent Options. On February 15 (or the next
trading day following February 15) in each subsequent calendar
year during the term of this Plan, commencing in 1996, there
shall be granted automatically (without any action by the Board)
an Option to each person who is an Eligible Director to purchase
1,500 shares of Common Stock.
(c) Maximum Number of Shares. Any annual grant under
Section 2.1(b) that would otherwise exceed the maximum number of
shares remaining available in the Plan under Section 1.3(a) shall
be prorated within such limitation among the number of Eligible
Directors entitled thereto.
(d) Option Price. The exercise price per share of the
Options shall be 100% of the Fair Market Value of the Common
Stock on the Option Date.
(e) Option Period and Exercisability. Each Option granted
under this Plan shall become exercisable in installments at the
rate of 33.33% of the shares initially underlying such Option on
the first anniversary of the Option Date and an additional 33.33%
of such shares on each of the next two anniversaries thereof.
(f) Non-Qualified Options. Each Option granted under this
Plan is intended to be a nonqualified stock option (i.e., not an
"incentive stock option") under the Code and shall be so
designated.
2.2 Payment of Exercise Price.
The exercise price of any Option granted under this Plan
shall be paid in full at the time of each exercise in cash or by
check or in shares of Common Stock valued at their Fair Market
Value on the date of exercise of the Option, or partly in such
shares and partly in cash, or by delivery of a properly executed
exercise notice together with irrevocable instructions to a
broker to deliver to the Company an amount necessary to pay the
exercise price prior to the delivery of the shares, provided that
any such shares used in payment shall have been owned by the
Participant at least six months prior to the date of exercise.
2.3 Option Period.
Each Option granted under this Plan and all rights or
obligations thereunder shall expire ten years after the Option
Date and shall be subject to earlier termination as provided
herein.
2.4 Limitations on Exercise and Vesting of Options.
(a) Provisions for Exercise. No Option shall be
exercisable or shall vest until at least six months after the
initial Option Date, and once exercisable an Option shall remain
exercisable until the expiration or earlier termination of the
Option.
(b) Procedure. Any exercisable Option shall be deemed to
be exercised when the Vice President - Human Resources of the
Corporation receives written notice of such exercise from the
Participant, together with the required payment of the exercise
price.
(c) Fractional Shares/Minimum Issue. Fractional share
interests shall be disregarded, but may be accumulated. No fewer
than 100 shares may be purchased on exercise of any Option at one
time unless the number purchased is the total number at the time
available for purchase under the Option.
3. OTHER PROVISIONS
3.1 Rights of Participants and Beneficiaries.
(a) No Service Commitment. Nothing contained in this Plan
(or in any other documents related to this Plan or to any Option)
shall confer upon any Participant any right to continue to serve
as a director of the Corporation nor shall interfere in any way
with the right of the Corporation to change director compensation
or other benefits or to terminate the director's service as a
director, with or without cause. Nothing contained in this Plan
or any document related hereto shall influence the construction
or interpretation of the Corporation's Articles of Association or
By-Laws regarding service on the Board or adversely affect any
independent contractual right of any Eligible Director without
his or her consent thereto.
(b) Plan Not Funded. Options payable under this Plan shall
be payable in shares and no special or separate reserve, fund or
deposit shall be made to assure payment of such Options. No
Participant, Beneficiary or other person shall have any right,
title or interest in any fund or in any specific asset (including
shares of Common Stock) of the Corporation by reason of any
Option hereunder. Neither the provisions of this Plan (or of any
related documents), nor the creation or adoption of this Plan,
nor any action taken pursuant to the provisions of this Plan
shall create, or be construed to create, a trust of any kind or a
fiduciary relationship between the Corporation and any
Participant, Beneficiary or other person who acquires a right to
receive payment pursuant to any Option hereunder, and such right
shall be no greater than (and will be subordinate to) the right
of any unsecured general creditor of the Corporation.
3.2 No Transferability.
Options may be exercised only by, and shares issuable
pursuant to an Option shall be paid only to, the Participant or,
if the Participant has died, the Participant's Beneficiary or, if
the Participant has suffered a Disability, the Participant's
Personal Representative, if any, or if there is none, the
Participant's estate. Other than by will or the laws of descent
and distribution, no right or benefit under this Plan or any
Option shall be transferrable by the Participant or shall be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge and any such
attempted action shall be void. The designation of a Beneficiary
hereunder shall not constitute a transfer for these purposes.
3.3 Termination of Directorship.
If an Eligible Director's services as a member of the Board
terminate by reason of death or Disability, any portion of an
Option granted pursuant to this Plan which is not then
exercisable shall terminate and any portion of such Option which
is then exercisable may be exercised for one year after the date
of such termination or until the expiration of the stated term of
such Option, whichever first occurs. If an Eligible Director's
services as a member of the Board terminate for any other reason,
any portion of an Option granted pursuant to this Plan which is
not then exercisable shall terminate and any portion of such
Option which is then exercisable may be exercised for three
months after the date of such termination or until the expiration
of the stated term, whichever first occurs, and shall then
terminate.
3.4 Adjustments.
If there shall occur any extraordinary distribution in
respect of the Common Stock (whether in the form of Common Stock,
other securities, or other property), or any recapitalization,
stock split (including a stock split in the form of a stock
dividend), reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of
Common Stock or other securities of the Corporation, or there
shall occur any other similar corporate transaction or event in
respect of the Common Stock, or a sale of substantially all of
the assets of the Corporation as an entirety, then the Board
shall, in such manner and to such extent (if any) as may be
appropriate and equitable, (1) proportionately adjust any or all
of (a) the number and type of shares of Common Stock (or other
securities) which thereafter may be made the subject of Options
(including the specific maximum limits and numbers of shares set
forth elsewhere in this Plan), (b) the number, amount and type of
shares of Common Stock (or other securities or property) subject
to any or all outstanding Options and the vesting provisions of
the Options, (c) the grant, purchase, or exercise price of any or
all outstanding Options, or (d) the securities, cash or other
property deliverable upon exercise of any outstanding Options, or
(2) in the case of an extraordinary distribution, merger,
reorganization, consolidation, combination, sale of assets,
split-up, exchange, or spin-off, make provision for a
substitution or exchange of any or all outstanding Options or for
a change in the securities, cash or property deliverable upon
exercise of outstanding Options based upon the distribution or
consideration payable to holders of the Common Stock of the
Corporation upon or in respect of such event; provided, however,
that (i) such adjustment and the Board's actions in respect
thereof are based on objective criteria, and (ii) such adjustment
(to the extent consistent with Section 3.11(c)) is consistent
with adjustments to comparable Options (if any) held by persons
other than directors of the Corporation.
3.5 Acceleration Upon a Change in Control Event.
Upon the occurrence of a Change in Control Event, each
Option shall become exercisable in full; provided, however, that
no Option shall be so accelerated to a date less than six months
after the Option Date of Option.
3.6 Compliance with Laws.
This Plan, the granting and vesting of Options under this
Plan and the issuance and delivery of shares of Common Stock,
and/or of other securities or property pursuant to Section 3.4,
under this Plan or under Options granted hereunder are subject to
compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal tax
and securities laws) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of
counsel for the Corporation, be necessary or advisable in
connection therewith. Any securities delivered under this Plan
shall be subject to such restrictions, and the person acquiring
such securities shall, if requested by the Corporation, provide
such assurances and representations to the Corporation as the
Corporation may deem necessary or desirable to assure such
compliance.
3.7 Plan Amendment, Stockholder Approval and Suspension.
(a) Board Authorization. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this
Plan, in whole or in part. No Options may be granted during any
suspension of this Plan or after termination of this Plan, but
the Board shall retain jurisdiction as to Options then
outstanding in accordance with the terms of this Plan.
(b) Stockholder Approval. To the extent required by law or
the provisions of Rule 16b-3, any amendment to this Plan or any
then outstanding Option shall be subject to stockholder approval.
(c) Limitations on Amendments to Plan and Options. The
provisions of this Plan shall not be amended more than once every
six months (other than as may be necessary to conform to any
applicable changes in the Code or the rules thereunder), unless
such amendment would be consistent with the provisions of Rule
16b-3(c)(2)(ii) (or any successor provision). No amendment,
suspension or termination of this Plan or change affecting any
outstanding Option shall, without written consent of the
Participant, affect in any manner materially adverse to the
Participant any rights or benefits of the Participant or
obligations of the Corporation under any Option granted under
this Plan prior to the effective date of such change. Changes
contemplated by Section 3.4 shall not be deemed to constitute
changes or amendments for purposes of this Section 3.7.
3.8 Privileges of Stock Ownership.
Except as otherwise expressly authorized by this Plan, a
Participant shall not be entitled to any privilege of stock
ownership as to any shares of Common Stock subject to an Option
granted under this Plan prior to the satisfaction of all
conditions to the valid exercise of the Option.
3.9 Effective Date of Plan.
This Plan shall be effective as of February 2, 1995, the
date of Board approval, subject to stockholder approval within
twelve (12) months thereafter. All options granted under Section
2.l(a) shall be subject to stockholder approval of the Plan.
3.10 Term of Plan.
No Option shall be granted more than ten years after the
effective date of this Plan (the "termination date"). Unless
otherwise expressly provided in this Plan or in an applicable
Option Agreement, any Option theretofore granted may extend
beyond such date, and this Plan shall continue to apply thereto.
3.11 Legal Issues.
(a) Choice of Law. This Plan, the Options, all documents
evidencing Options and all other related documents shall be
governed by, and construed in accordance with the laws of the
state of California.
(b) Severability. If any provision shall be held by a
court of competent jurisdiction to be invalid and unenforceable,
the remaining provisions of this Plan shall continue in effect.
(c) Plan Construction. It is the intent of the Corporation
that this Plan and Options hereunder satisfy and be interpreted
in a manner that in the case of persons who are or may be subject
to Section 16 of the Exchange Act satisfies the applicable
requirements of Rule 16b-3 so that such persons will be entitled
to the benefits of Rule 16b-3 or other exemptive rules under
Section 16 of the Exchange Act and will not be subjected to
avoidable liability thereunder. If any provision of this Plan or
any Option would otherwise frustrate or conflict with the intent
expressed above, that provision to the extent possible shall be
interpreted and deemed amended so as to avoid such conflict, but
to the extent of any remaining irreconcilable conflict with such
intent as to such persons in the circumstances, such provision
shall be deemed void.
(d) Non-Exclusivity of Plan. Nothing in this Plan shall
limit or be deemed to limit the authority of the Board to grant
awards or authorize any other compensation under any other plan
or authority.
4. DEFINITIONS
(a) "Beneficiary" shall mean the person, persons, trust or
trusts designated by a Participant or, in the absence of a
designation, entitled by will or the laws of descent and
distribution, to receive the benefits specified in the Option
Agreement and under this Plan in the event of a Participant's
death, and shall mean the Participant's executor or administrator
if no other Beneficiary is identified and able to act under the
circumstances.
(b) "Board" shall mean the Board of Directors of the
Corporation or with respect to administrative matters (as
distinguished from Plan amendments, suspension, or termination),
any duly authorized Committee of members of the Board designated
to administer this Plan.
(c) "Change in Control Event" shall be deemed to have
occurred if (a) any "person" (as such term is used in Sections
13(d) and 14(d) of the Exchange Act, but excluding any person
described in and satisfying the conditions of Rule 13d-1(b)(1)
thereunder) becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 20% or more of the
combined voting power of the Corporation's then outstanding
securities, unless such person was, on the effective date of the
Plan, such a beneficial owner of securities representing 20% or
more of such voting power; or (b) during any period of two
consecutive years, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination
for election by the Corporation's stockholders, of each new Board
member was approved by a vote of at least three-fourths of the
Board members then still in office who were Board members at the
beginning of such period.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(e) "Commission" shall mean the Securities and Exchange
Commission.
(f) "Common Stock" shall mean the Common Stock of the
Corporation and such other securities or property as may become
the subject of Options, or become subject to Options, pursuant to
an adjustment made under Section 3.4 of this Plan.
(g) "Company" shall mean, collectively, the Corporation and
its Subsidiaries.
(h) "Corporation" shall mean Dole Food Company, Inc., a
Hawaii corporation, and its successors.
(i) "Disability" shall mean a "permanent and total
disability" within the meaning of Section 22(e)(3) of the Code.
(j) "Eligible Director" shall mean a member of the Board of
Directors of the Corporation who is not (1) an officer or
employee of the Corporation or any subsidiary at the time of the
grant of the Option, or (2) a person to whom equity securities of
the Corporation or an affiliate have been granted or awarded
within the year prior to the date of grant or other applicable
date of determination, under or pursuant to the 1991 Stock Option
and Award Plan or any other plan of the Corporation or an
affiliate (except this Plan or any other formula or ongoing
securities acquisition plan, the participation in which does not
compromise the disinterested administration of this Plan or any
other such plan under Rule 16b-3), or (3) until the expiration of
the transition period under Rule 16b-3 for all purposes of this
Plan, a person who is eligible to participate in any other such
plan.
(k) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
(l) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended from time to time.
(m) "Fair Market Value" on any specified date shall mean
(i) if the stock is listed or admitted to trade on a national
securities exchange, the closing price of the stock on the
Composite Tape, as published in the Western Edition of The Wall
Street Journal, of the principal national securities exchange on
which the stock is so listed or admitted to trade, on such date,
or, if there is no trading of the stock on such date, then the
closing price of the stock as quoted on such Composite Tape on
the next preceding date on which there was trading in such
shares; (ii) if the stock is not listed or admitted to trade on a
national securities exchange, the last price for the stock on
such date, as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through the NASDAQ National Market
Reporting System or a similar organization if the NASD is no
longer reporting such information; (iii) if the stock is not
listed or admitted to trade on a national securities exchange and
is not reported on the National Market Reporting System, the mean
between the bid and asked price for the stock on such date, as
furnished by the NASD or a similar organization; or (iv) if the
NASD or a similar organization does not furnish the mean between
the bid and asked price for the stock on such date, the valuation
furnished by an independent advisor or investment banker to the
Corporation who is recognized in valuations of this type.
(n) "Option" shall mean an option to purchase Common Stock
authorized and granted under this Plan, and related rights.
(o) "Option Agreement" shall mean an agreement completed in
the manner required by this Plan and executed on behalf of the
Corporation by an executive officer of the Corporation.
(p) "Option Date" shall mean the applicable date of grant
set forth in Article 2.
(q) "Participant" shall mean an Eligible Director who has
been granted an Option under the provisions of this Plan.
(r) "Personal Representative" shall mean the person or
persons who, upon the disability or incompetence of a
Participant, shall have acquired on behalf of the Participant, by
legal proceeding or otherwise, the power to exercise the rights
or receive benefits under this Plan and who shall have become the
legal representative of the Participant.
(s) "Plan" shall mean this 1995 Non-Employee Directors
Stock Option Plan.
(t) "Rule 16b-3" shall mean Rule 16b-3 as promulgated by
the Commission pursuant to the Exchange Act, as amended from time
to time.
(u) "Subsidiary" shall mean any corporation or other entity
a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Corporation.
Name
SSN
Dear _______________:
The shareholders of Dole Food Company, Inc. approved the 1995
Non-Employee Directors Stock Option Plan (the "Plan") on May 11,
1995. You have been granted a non-transferable Non-Qualified
Stock Option under the Plan to purchase Dole Food Company, Inc.
common stock as follows:
Date of Grant 02-15-95
Stock Option Plan 95
Option Price Per Share $27.125
Total Number of Options Granted 1,500
The Option Plan is the ten year period commencing on the Date of
Grant and continuing to and including February 14, 2005, subject
to earlier termination as provided in the Plan. This option
shall become exercisable with respect to one third of the total
number of shares on each of the first, second and third
anniversaries of the Date of Grant and all shares covered hereby
shall be exercisable on February 15, 1998, subject to the terms
of the Plan.
By your acceptance of the Option, and execution of this
Agreement, you agree that this option is in all respects subject
to the terms and conditions of the Plan, incorporated herein by
this reference.
Please sign both copies of this Agreement and return one to the
Company in the enclosed confidential return envelope.
________________________________ __________________
For Dole Food Company, Inc. Date
_________________________________ ___________________
Optionee Date
SPOUSAL CONSENT
In consideration of the execution of the foregoing Stock
Option Agreement by Dole Food Company, Inc., I
_________________________, the spouse of the Director therein
named, do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
DATED: _______________________, 19____
_______________________________
Signature of Spouse
Name
SSN
Dear _______________:
The shareholders of Dole Food Company, Inc. approved the 1995
Non-Employee Directors Stock Option Plan (the "Plan") on May 11,
1995. You have been granted a non-transferable Non-Qualified
Stock Option under the Plan to purchase Dole Food Company, Inc.
common stock as follows:
Date of Grant __________
Stock Option Plan 95
Option Price Per Share __________
Total Number of Options Granted 1,500
The Option Plan is the ten year period commencing on the Date of
Grant and continuing to and including February [14], ______,
subject to earlier termination as provided in the Plan. This
option shall become exercisable with respect to one third of the
total number of shares on each of the first, second and third
anniversaries of the Date of Grant and all shares covered hereby
shall be exercisable on February [15], ____, subject to the terms
of the Plan.
By your acceptance of the Option, and execution of this
Agreement, you agree that this option is in all respects subject
to the terms and conditions of the Plan, incorporated herein by
this reference.
Please sign both copies of this Agreement and return one to the
Company in the enclosed confidential return envelope.
________________________________ __________________
For Dole Food Company, Inc. Date
_________________________________ ___________________
Optionee Date
SPOUSAL CONSENT
In consideration of the execution of the foregoing Stock
Option Agreement by Dole Food Company, Inc., I
_________________________, the spouse of the Director therein
named, do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
DATED: _______________________, 19____
_______________________________
Signature of Spouse
June 21, 1995
Dole Food Company, Inc.
31355 Oak Crest Drive
Westlake Village, California 91359-5132
Re: Registration on Form S-8 of Dole Food Company,
Inc. (the "Company") 1995 Non-Employee Directors
Stock Option Plan
Ladies and Gentlemen:
You have advised us that you propose to file a
Registration Statement on Form S-8 with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 50,000 shares (the
"Shares") of Common Stock, no par value of the Company (the
"Common Stock"), to be issued pursuant to the Company's 1995 Non-
Employee Directors Stock Option Plan (the "Plan"). At your
request, we have examined the proceedings heretofore taken and to
be taken in connection with the authorization of the Plan and the
Common Stock to be issued pursuant to and in accordance with the
Plan.
Based upon such examination and upon such matters of
fact and law as we have deemed relevant, we are of the opinion
that the Shares have been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and
non-assessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to
the Registration Statement.
Respectfully submitted,
/s/ Goodsill Anderson Quinn & Stifel
Goodsill Anderson Quinn & Stifel
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement and
prospectus of our reports dated January 30, 1995 (except with
respect to the matter discussed in Note 16, as to which the
date is March 7, 1995) included (or incorporated by reference)
in Dole Food Company, Inc.'s Form 10-K for the year ended
December 31, 1994 and to all references to our Firm included
in this registration statement and prospectus.
/s/ Arthur Andersen L.L.P.
Los Angeles, California
June 26, 1995
