<PAGE> 1
As filed with the Securities and Exchange Commission on November 10, 1994
Registration No. 33- _______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
DREYER'S GRAND ICE CREAM, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware No. 94-2967523
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5929 College Avenue
Oakland, CA 94618
(Address of Principal Executive Offices - Zip Code)
Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992)
(Full Title of the Plan)
Edmund R. Manwell
Manwell & Milton
101 California Street, Suite 3750
San Francisco, CA 94111
(Name and Address of Agent for Service)
(415) 362-2375
(Telephone Number, Including Area Code, of Agent For Service)
<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(2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 13,560 $ 29.25 $ 396,630 $ 136.76
$1.00 par value 30,000 19.50 585,000 201.71
16,200 24.75 400,950 138.25
185,600 27.50 5,104,000 1,759.86
45,400 29.375 1,333,625 459.83
9,240 25.375 234,465 80.84
Rights to Purchase Series A
Participating Preferred Stock 300,000 (3) (3) (3)
Total $8,054,670 $2,777.25
==========================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
option plan in the event of a stock dividend, split-up, merger, consolidation,
recapitalization, combination or reclassification of shares or other similar
event.
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely for
the purpose of calculating the registration fee, and computed based upon the
price at which options may be exercised with respect to 290,760 shares
presently subject to options and with respect to the remaining 9,240 shares
based upon the average of the high and low prices reported on the National
Market List of the National Association of Securities Dealers for the Common
Stock as of November 7, 1994.
(3) The Company's Rights to Purchase Series A Participating Preferred Stock
initially are carried and traded with the shares of Common Stock of the Company
being registered hereunder. Value attributable to such Rights, if any, is
reflected in the market price of the Common Stock.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
Dreyer's Grand Ice Cream, Inc. (the "Company" or "Registrant") hereby
incorporates by reference in this Registration Statement the following
documents filed with the Securities and Exchange Commission (the "Commission"):
a. The Company's Annual Report on Form 10-K filed on March 24,
1994 for the fiscal year ended December 25, 1993;
b. The Company's Quarterly Report on Form 10-Q filed on May 10,
1994 for the quarter ended March 26, 1994;
c. The Company's Current Report on Form 8-K filed on May 6, 1994
(Commission File No. 0-14190);
d. The Company's Quarterly Report on Form 10-Q filed on August 9,
1994 for the quarter ended June 25, 1994;
e. The Company's Quarterly Report on Form 10-Q filed on November
8, 1994 for the quarter ended September 24, 1994;
f. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A for such Common Stock (effective
March 29, 1982) filed pursuant to Section 12(g) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any subsequent amendment or
any report or other filing filed with the Commission updating such description;
and
g. The description of the Company's Rights to Purchase Series A
Participating Preferred Stock set forth in Form 8-K, dated March 20, 1991, File
No. 0-10259, as amended by the First Amendment to Amended and Restated Rights
Agreement dated as of June 14, 1994 as set forth in Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q filed on August 9, 1994, for the
quarter ended June 25, 1994, including any subsequent amendment or any report
or other filing filed with the Commission updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 4. Description of Securities.
Not Applicable.
1
<PAGE> 3
ITEM 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Stock being registered
hereunder will be passed upon for the Company by Manwell & Milton, San
Francisco, California. Edmund R. Manwell, who serves both as Secretary of the
Company and as a member of the Board of Directors of the Company, is a partner
in the law firm of Manwell & Milton which acts as general counsel to the
Company. Mr. Manwell owns 24,000 shares of the Common Stock of the Company,
and has been granted options pursuant to the Company's Stock Option Plan (1993)
to purchase 5,000 shares of the Company's Common Stock at an exercise price of
$21.75 per share. Denise B. Milton, who is also a partner in the law firm of
Manwell & Milton, owns 5,325 shares of the Common Stock of the Company.
ITEM 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware permits
indemnification of directors, officers and employees of corporations under
certain conditions and subject to certain limitations. Section 6.10 of the
Bylaws of the Company requires indemnification of directors, officers and
employees within the limitations permitted by Section 145. The Company's
officers and directors are indemnified against certain liabilities under an
insurance policy maintained by the Company. Additionally, the Company has
entered into Indemnification Agreements with each of its directors and
executive officers which provide for the payment of amounts an indemnitee is
legally obligated to pay because of claims which may be based on any act or
omission, or neglect or breach of duty, including any error, misstatement or
misleading statement made, suffered or permitted by such executive officer or
director. The obligation of the Company to indemnify directors and officers
under the Indemnification Agreements is broader than that otherwise afforded by
Delaware Law.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
Article Thirteenth of the Certificate of Incorporation of the Company
provides that directors and officers of the Company shall be indemnified to the
fullest extent permitted by the Delaware General Corporation Law. Article
Thirteenth of the Certificate of Incorporation of the Company provides that
directors of the Company shall not be personally liable for monetary damages to
the Company for breaches of their fiduciary duty as directors, except to the
extent that the elimination or limitation of liability is not permitted by the
Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Securities and Exchange Commission has expressed its
opinion that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
2
<PAGE> 4
ITEM 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------------------------------------------------------------------
<S> <C>
4.1 Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992).
4.2 Certificate of Incorporation of the Company, as amended, including the Certificate of Designation of
Series A Convertible Preferred Stock setting forth the Powers, Preferences, Rights, Qualifications,
Limitations and Restrictions of such series of Preferred Stock and the Certificate of Designation of
Series B Convertible Preferred Stock, as amended, setting forth the Powers, Preferences, Rights,
Qualifications, Limitations and Restrictions of such series of Preferred Stock. Incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25,
1994.
4.3 By-laws of the Company, as amended. Incorporated by reference to Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 25, 1994.
4.4 Amended and Restated Rights Agreement between the Company and Bank of America, National Trust & Savings
Association dated March 4, 1991. Incorporated by reference to the designated Exhibit to the Company's
Current Report on Form 8-K filed under Commission File No. 0-10259 on March 20, 1991.
4.5 First Amendment to Amended and Restated Rights Agreement, dated as of June 14, 1994 between the Company
and First Interstate Bank of California (as successor Rights Agent to Bank of America NT & SA).
Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 25, 1994.
5 Opinion of Manwell & Milton as to the legality of the securities being registered.
23.1 Consent of Price Waterhouse.
23.2 Consent of Manwell & Milton (included in Exhibit 5).
24 Power of Attorney (included on page 5).
</TABLE>
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 this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement.
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) shall 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
3
<PAGE> 5
1934 that are incorporated by reference in this 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. 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
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this 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. 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 final adjudication of such issue.
4
<PAGE> 6
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 Oakland, State of California on November 10,
1994.
DREYER'S GRAND ICE CREAM, INC.
By: /s/ Paul R. Woodland
-------------------------------------------
(Paul R. Woodland, Vice President - Finance
and Administration)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints T. Gary Rogers, William F. Cronk, III
and Edmund R. Manwell, jointly and severally his attorneys-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ T. Gary Rogers Chairman of the Board and November 10, 1994
- --------------------------------- Chief Executive Officer
(T. Gary Rogers) and Director (Principal
Executive Officer)
/s/ William F. Cronk, III President and Director November 10, 1994
- ---------------------------------
(William F. Cronk, III)
/s/ Edmund R. Manwell Secretary and Director November 10, 1994
- ---------------------------------
(Edmund R. Manwell)
/s/ Paul R. Woodland Vice President - Finance November 10, 1994
- --------------------------------- and Administration,
(Paul R. Woodland) Chief Financial Officer
and Assistant Secretary
(Principal Financial Officer)
/s/ Jeffrey P. Porter Corporate Controller November 10, 1994
- --------------------------------- (Principal Accounting Officer)
(Jeffrey P. Porter)
/s/ Merril M. Halpern Director November 10, 1994
- ---------------------------------
(Merril M. Halpern)
/s/ Jerome L. Katz Director November 10, 1994
- ---------------------------------
(Jerome L. Katz)
</TABLE>
5
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ John W. Larson Director November 10, 1994
- ---------------------------------
(John W. Larson)
/s/ Jack O. Peiffer Director November 10, 1994
- ---------------------------------
(Jack O. Peiffer)
/s/ Anthony J. Martino Director November 10, 1994
- ---------------------------------
(Anthony J. Martino)
</TABLE>
6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------------------------------------------------------------------
<S> <C>
4.1 Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992).
4.2 Certificate of Incorporation of the Company, as amended, including the
Certificate of Designation of Series A Convertible Preferred Stock setting forth
the Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of
such series of Preferred Stock and the Certificate of Designation of Series B
Convertible Preferred Stock, as amended, setting forth the Powers, Preferences,
Rights, Qualifications, Limitations and Restrictions of such series of Preferred
Stock. Incorporated by reference to Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 25, 1994.
4.3 By-laws of the Company, as amended. Incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994.
4.4 Amended and Restated Rights Agreement between the Company and Bank of America,
National Trust & Savings Association dated March 4, 1991. Incorporated by
reference to the designated Exhibit to the Company's Current Report on Form 8-K
filed under Commission File No. 0-10259 on March 20, 1991.
4.5 First Amendment to Amended and Restated Rights Agreement, dated as of June 14,
1994 between the Company and First Interstate Bank of California (as successor
Rights Agent to Bank of America NT & SA). Incorporated by reference to Exhibit
4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25,
1994.
5 Opinion of Manwell & Milton as to the legality of the securities being
registered.
23.1 Consent of Price Waterhouse.
23.2 Consent of Manwell & Milton (included in Exhibit 5).
24 Power of Attorney (included on page 5).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
DREYER'S GRAND ICE CREAM, INC.
STOCK OPTION PLAN (1992)
(AS AMENDED)
1. PURPOSE OF THE PLAN
___________________
This Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992) (the
"Plan") is intended to provide a method whereby officers and other key
executives of Dreyer's Grand Ice Cream, Inc., a Delaware corporation
(the "Company") and its subsidiaries who are mainly responsible for
the management of the business and are in position to make substantial
contributions to its sound development, are encouraged to remain in
the service of the Company and to further the profits and prosperity
of the Company.
2. ADMINISTRATION OF THE PLAN
__________________________
The Plan shall be administered by the Company's Compensation Committee
of the Board of Directors (the "Administrator"). The Administrator
shall be responsible to the Board of Directors of the Company (the
"Board") for the operation of the Plan, and shall make recommendations
to the Board concerning the number of options to be awarded to the
participants under the Plan. The interpretation and construction of
any provision of the Plan by the Administrator shall be final, unless
otherwise determined by the Board. No member of the Board or the
Administrator shall be liable for any action or determination made by
him in good faith.
The acts of the Administrator shall be evidenced in writing and the
Administrator shall from time to time make such reports as the Board
of Directors shall direct.
3. STOCK SUBJECT TO THE PLAN
_________________________
The shares to be issued upon exercise of options granted under this
Plan shall be made available, at the discretion of the Board of
Directors, either from the authorized but unissued Common Stock of the
Company or from shares of Common Stock reacquired by the Company.
Subject to the provisions of the next succeeding paragraph, the
aggregate number of shares which may be delivered on exercise of
options under this Plan shall not exceed 300,000 shares. If, at any
time during the term of this Plan, an option granted under this Plan
shall have expired or terminated for any reason without being
exercised in full, the unpurchased shares shall become available for
option to other employees.
In the event that (i) the number of outstanding shares of
1
<PAGE> 2
Common Stock of the Company shall be changed by reason of split-ups,
combinations or reclassifications of shares or otherwise, (ii) any
share dividends are distributed to the holders of Common Stock of
the Company, or (iii) the Common Stock of the Company is converted
into or exchanged for other shares as a result of any merger,
consolidation or recapitalization then, in any such case, the number
of shares for which options may thereafter be granted under this Plan,
both in the aggregate and as to any individual, and the number of
shares then subject to options theretofore granted under this Plan and
the price per share payable upon exercise of such options shall be
appropriately adjusted by the Administrator so as to reflect such
change.
4. ELIGIBILITY OF OPTIONEES
________________________
Options may be granted only to key employees of the Company and of its
subsidiaries who are mainly responsible for the management of the
business of the Company (or a subsidiary) and are in a position to
make substantial contributions to the sound performance of the Company
(or of a subsidiary). The term "key employees" shall include officers
as well as other employees devoting full time to the Company and shall
include Directors who are also active officers or employees of the
Company (or of a subsidiary). Any member of the Board of Directors
who is not an officer or employee devoting full time to the Company
(or a subsidiary) shall not be eligible to receive an option under
this Plan.
Subject to the terms and conditions of this Plan, the Administrator
shall have exclusive jurisdiction (i) to select the employees to be
granted options (it being understood that, subject to the limit
specified in Section 3, more than one grant may be made to the same
employee during any one calendar year or in different calendar years),
(ii) to determine the number of shares subject to each option (subject
to the limit specified in Section 3), (iii) to determine the time or
times when options will be granted, (iv) to determine the time when
each option may be exercised within the limits of this Plan, and (v)
to prescribe the form, which shall be consistent with this Plan, of
the instruments evidencing any options under this Plan.
5. TERMS AND CONDITIONS OF OPTIONS
_______________________________
Options granted under the Plan shall be evidenced by agreements in
such form as the Administrator shall from time to time approve, which
agreements shall comply with and be subject to the following terms and
conditions.
2
<PAGE> 3
A. OPTION PRICE
____________
The purchase price of the shares subject to each option shall
be determined by the Administrator according to the following
Section 5 hereof. Such price shall be one hundred percent
(100%) of the Fair Market Value (as hereinafter defined) of
the shares of the Common Stock of the Company on the day on
which such option is granted.
B. NUMBER OF SHARES
________________
Each option shall state the number of shares to which it
pertains.
C. METHOD OF PAYMENT
_________________
To exercise an option, the optionee must pay the full exercise
price of the shares being purchased. Payment must be made
either: (i) in cash, (ii) at the discretion of the
Administrator, by delivering shares of the Company's common
stock already owned by the optionee and having a Fair Market
Value equal to the applicable exercise price, or (iii) a
combination of cash and such shares.
D. EXERCISE OF OPTIONS
___________________
The options granted under the Plan, if any, shall not expire
other than as described below. The Administrator, in its
discretion, may prescribe a shorter period for any individual
grant.
The agreement shall provide that the optionee shall remit to
the Company at the time of any exercise of the option any
taxes required to be withheld by the Company under Federal,
State or local law as a result of the exercise of an option.
An optionee may satisfy such withholding requirements in whole
or in part by directing the Company to withhold shares from
those that would otherwise be issuable to the optionee or by
otherwise tendering other shares of the Company's Common Stock
owned by the optionee. The withheld shares and other tendered
shares will be valued at the Fair Market Value as of the date
that the tax withholding obligation arises.
Each option granted under the Plan, if any, may be exercised
in any event only after two years of continuous employment
with the Company or one of its subsidiaries immediately
following the date the option is granted and, except in cases
provided hereinafter, only during the continuance of the
optionee's employment with the Company (or a subsidiary), and
may be exercised subject to such
3
<PAGE> 4
overall limitations, only to the extent of 40% of the total
number of optioned shares after the expiration of two years
following the date the option is granted, and only to the
extent of an additional 20% of the total number of optioned
shares after the expiration of each of the succeeding three
years, such limitations being calculated, in the case of any
resulting fraction, to the nearest lower number of shares.
Subject to the provisions of this Section, each option may
be exercised in whole or, from time to time, in part with
respect to the number of shares as to which it is then
exercisable in accordance with the terms of the Plan.
Notwithstanding anything to the contrary in this Section, in
the event there is a change of control in the Company all
options which are then outstanding shall immediately vest and
be exercisable under the terms of Section 5(G) below
regardless of the date on which such options were granted.
A Change of Control for these purposes shall be defined as,
(i) the acquisition by any person of beneficial ownership of
forty percent (40%) or more of the combined voting power of
the Company's outstanding securities immediately after such
acquisition (which forty percent (40%) shall be calculated
after including the dilutive effect of the conversion or
exchange of any outstanding securities of the Company
convertible into or exchangeable for voting securities), or
(ii) a change in the composition of majority membership of the
Board of Directors over any two-year period beginning with the
date of adoption of this paragraph of Section 5(D) of this
Plan by the Board of Directors, or (iii) a change in ownership
of the Company such that the Company becomes subject to the
delisting of its Common Stock from the NASDAQ National Market
System, or (iv) the approval by the Board of Directors of the
sale of all or substantially all of the assets of the Company,
or (v) the approval by the Board of Directors of any merger,
consolidation, issuance of securities or purchase of assets,
the result of which would be the occurrence of any event
described in clause (i), (ii) or (iii) above. Notwithstanding
anything to the contrary in this paragraph of Section 5(D),
acquisitions by any person (or any group of which such a
person is a member) who is as of the date of adoption of this
Plan by the Board of Directors, a member of the Board of
Directors, of beneficial ownership of forty percent (40%) or
more of the combined voting power of the Company's outstanding
securities immediately after such acquisition (calculation of
such forty percent (40%) being made as described above), shall
not be deemed a Change of Control for purposes of this Plan.
4
<PAGE> 5
E. NON-TRANSFERABILITY OF OPTIONS
______________________________
No option granted under the Plan shall be transferable by the
grantee otherwise than by his last will and testament, or by
the laws of descent and distribution, and during his lifetime,
such option shall be exercisable only by such grantee.
F. TERMINATION OF SERVICE TO THE COMPANY EXCEPT DISABILITY
OR DEATH
_______________________________________________________
If an optionee's service to the Company shall cease for any
reason other than his disability (as defined in Internal
Revenue Code Section 22(e)(3)) or his death, after at least
one year of continuous service to the Company (or such
subsidiary) immediately following the date on which an option,
if any, is granted pursuant to this Plan, the optionee may
exercise such option to the extent such option could be
exercised at the time of such cessation of employment, at any
time within three (3) months after the optionee shall so cease
to be an employee, and in the event of his death within such
three month period, his options, if any, may be exercised to
the extent and in the manner provided in paragraph H of this
Section 5. Any questions as to whether and when there has
been a cessation of service shall be determined by the
Administrator and its determination on such questions shall be
final.
G. TERMINATION OF SERVICE TO THE COMPANY DUE TO DISABILITY
_______________________________________________________
If an optionee's service to the Company (or a subsidiary)
shall cease by reason of his disability (as defined in
Internal Revenue Code Section 22(e)(3)), after at least one
year of continuous service to the Company or such subsidiary
immediately following the date on which an option, if any, is
granted pursuant to this Plan, the optionee may exercise such
option to the extent such option could be exercised at the
cessation of employment, at any time within twelve (12) months
after the optionee shall so cease to perform services as an
employee of the Company.
H. TERMINATION DUE TO DEATH
________________________
If an optionee's service to the Company (or a subsidiary)
shall cease due to the optionee's death, or if the optionee
shall die within three (3) months after cessation of for any
reason other than disability, or if he shall die within twelve
(12) months after cessation of service due to disability, any
options theretofore granted under this Plan may be exercised
by the optionee's estate or by the person designated in his
last will and testament, to
5
<PAGE> 6
the full extent that such option, if any, could have been
exercised by such deceased optionee immediately prior to death
provided such options are exercised within three (3) months
after such optionee's death.
6. DETERMINATION OF FAIR MARKET VALUE
__________________________________
For purposes of determining the option price and for all other
valuation purposes under the Plan, the Fair Market Value of a share of
Common Stock on any date will be the mean of the lowest and highest
selling prices of one share of Common Stock on the date in question on
the over-the-counter market or the closing price on the principal
exchange where the Company's stock prices are officially quoted.
7. AMENDMENTS AND TERMINATION
__________________________
The Board of Directors, by resolution, may terminate, amend or revise
the Plan with respect to any shares as to which options have not been
granted. Neither the Board of Directors nor the Administrator may,
without the consent of the holder of an option granted pursuant to the
Plan, alter or impair any option granted hereunder, except as
authorized herein. The Plan shall remain in effect until the
Administrator terminates the Plan. Termination of the Plan shall not
affect any option previously granted hereunder.
8. EFFECTIVE DATE
______________
This Plan shall be effective and operative, subject to approval of the
shareholders of the Company, from the date that the Plan is approved
by the Company's Board of Directors.
6
<PAGE> 1
EXHIBIT 5
MANWELL & MILTON
Attorneys at Law
101 CALIFORNIA STREET
37TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
TELEPHONE (415) 362-2375
TELECOPY (415) 362-1010
November 10, 1994
Dreyer's Grand Ice Cream, Inc.
5929 College Avenue
Oakland, CA 94618
Gentlemen:
This opinion is being furnished to you in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") of the Registration Statement on Form S-8 (the "Registration
Statement") relating to 300,000 shares (the "Shares") of the Company's Common
Stock, par value $1.00 per share (the "Common Stock") issuable pursuant to the
Company's Stock Option Plan (1992) (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction of (i) the form of the Registration
Statement to be filed with the Commission on the date hereof; (ii) the Plan;
(iii) the Certificate of Incorporation of the Company, as currently in effect;
(iv) the Bylaws of the Company, as currently in effect; (v) the resolutions of
the Board of Directors of the Company relating to, among other things, the
Plan; (vi) the resolutions of the stockholders relating to the Plan; (vii) the
forms of a specimen certificate representing the Shares; and (viii) such other
documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below. We have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.
Based upon and subject to the foregoing, it is our opinion that the
Shares, when issued and paid for in accordance with the terms of the Plan, will
be validly issued, fully paid and nonassessable.
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EXHIBIT 5
Dreyer's Grand Ice Cream, Inc.
November 10, 1994
Page 2
We hereby consent to the use of this opinion in connection
with the Registration Statement and to the reference to this firm
under the caption "Item 5. Interests of Named Experts and Counsel"
therein.
Very truly yours,
MANWELL & MILTON
By /s/ Denise B. Milton
--------------------------
Denise B. Milton
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 8, 1994, which
appears on page 18 of the 1993 Annual Report to Stockholders of Dreyer's Grand
Ice Cream, Inc., which is incorporated by reference in Dreyer's Grand Ice
Cream, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 25,
1993. We also consent to the incorporation by reference of our report on the
Financial Statement Schedules, which appears on page 18 of such Annual Report
on Form 10-K.
/s/ Price Waterhouse LLP
- -------------------------
Price Waterhouse LLP
San Francisco, California
November 10, 1994
