<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1996
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)
<TABLE>
<S> <C>
DELAWARE NO. 94-2967523
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
5929 COLLEGE AVENUE
OAKLAND, CA 94618
(Address of Principal Executive Offices - Zip Code)
DREYER'S GRAND ICE CREAM, INC. STOCK OPTION PLAN (1993)
(Full Title of the Plan)
EDMUND R. MANWELL, ESQ.
MANWELL & MILTON
20 CALIFORNIA STREET, THIRD FLOOR
SAN FRANCISCO, CA 94111
(Name and Address of Agent for Service)
(415) 362-2375
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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, 116,200 $ 31.50 $ 3,660,300 $ 1,109.19
$1.00 par value 883,800 26.125 23,089,275 6,996.75
Rights to Purchase Series A
Participating Preferred Stock
1,000,000 (3) (3) (3)
Total $26,749,575 $ 8,105.94
=========== ============
</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 116,200 shares presently
subject to options and with respect to the remaining 883,800 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 20, 1996.
(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 the "Registrant")
hereby incorporates by reference 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 29, 1996 for
the fiscal year ended December 30, 1995 and the Form 10-K/A amending said Form
10-K filed on April 15, 1996;
b. The Company's Quarterly Report on Form 10-Q filed on May 14, 1996
for the quarter ended March 30, 1996;
c. The Company's Quarterly Report on Form 10-Q filed on August 13, 1996
for the quarter ended June 29, 1996;
d. The Company's Quarterly Report on Form 10-Q filed on November 12,
1996 for the quarter ended September 28, 1996;
e. 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
f. 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 between the Company and First Interstate
Bank of California (as successor Rights Agent to Bank of America NT & SA) 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.
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 beneficially 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, 1,500 shares of the Company's Common Stock
at an exercise price of $32.25 per share and 1,500 shares of the Company's
Common Stock at an exercise price of $34.00. Denise B. Milton, who is also a
partner in the law firm of Manwell & Milton, beneficially owns 8,100 shares of
the Common Stock of the Company.
2
<PAGE> 3
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.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Dreyer's Grand Ice Cream, Inc. Stock Option Plan
(1993). Incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 25, 1993.
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 Certificate of Designation, Preferences and
Rights of Series A Participating Preference
Stock. Incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
</TABLE>
3
<PAGE> 4
<TABLE>
<S> <C>
4.4 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.
4.5 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 on March 20, 1991.
4.6 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 LLP.
23.2 Consent of Manwell & Milton (included in Exhibit
5).
24 Power of Attorney (included in the signature
page to this Registration Statement).
</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 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.
4
<PAGE> 5
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.
5
<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 25, 1996.
DREYER'S GRAND ICE CREAM, INC.
By: /s/ Paul R. Woodland
----------------------------------
Paul R. Woodland, Vice President - Finance and Administration,
Chief Financial Officer and Assistant Secretary
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 25, 1996
- --------------------------------- Chief Executive Officer
(T. Gary Rogers) and Director (Principal
Executive Officer)
/s/ William F. Cronk, III President and Director November 25, 1996
- --------------------------------
(William F. Cronk, III)
/s/ Edmund R. Manwell Secretary and Director November 25, 1996
- -----------------------------
(Edmund R. Manwell)
/s/ Paul R. Woodland Vice President - Finance November 25, 1996
- -------------------------------- and Administration,
(Paul R. Woodland) Chief Financial Officer
and Assistant Secretary
(Principal Financial Officer)
/s/ Jeffrey P. Porter Corporate Controller November 25, 1996
- ---------------------------------- (Principal Accounting Officer)
(Jeffrey P. Porter)
/s/ Timm F. Crull Director November 25, 1996
- --------------------------------
(Timm F. Crull)
/s/ Merril M. Halpern Director November 25, 1996
- --------------------------------
(Merril M. Halpern)
/s/ Jerome L. Katz Director November 25, 1996
- ----------------------------------
(Jerome L. Katz)
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C> <C>
/s/ John W. Larson Director November 25, 1996
- ----------------------------------
(John W. Larson)
/s/ Anthony J. Martino Director November 25, 1996
- --------------------------------
(Anthony J. Martino)
/s/ Jack O. Peiffer Director November 25, 1996
- ------------------------------------
(Jack O. Peiffer)
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
<S> <C>
4.1 Dreyer's Grand Ice Cream, Inc. Stock Option Plan
(1993). Incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 25, 1993.
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 Certificate of Designation, Preferences and
Rights of Series A Participating Preference
Stock. Incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994.
4.4 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.
4.5 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 on March 20, 1991.
4.6 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 LLP.
23.2 Consent of Manwell & Milton (included in Exhibit
5).
24 Power of Attorney (included in the signature
page to this Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5
MANWELL & MILTON
Attorneys at Law
20 California Street
Third Floor
San Francisco, California 94111
Telephone (415) 362-2375
Telecopy (415) 362-1010
November 25, 1996
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 1,000,000 shares (the "Shares") of the Common Stock, par
value $1.00 per share (the "Common Stock") of Dreyer's Grand Ice Cream, Inc.
(the "Company") issuable pursuant to the Dreyer's Grand Ice Cream, Inc. Stock
Option Plan (1993) (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 form
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.
<PAGE> 2
EXHIBIT 5
Dreyer's Grand Ice Cream, Inc.
November 25, 1996
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, 1996
appearing on page 14 of Dreyer's Grand Ice Cream, Inc.'s Annual Report on Form
10-K for the year ended December 30, 1995. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which appears on
page 31 of such Annual Report on Form 10-K. We also consent to the incorporation
by reference of our report dated April 9, 1996 relating to the consolidated
financial statements of M-K-D Distributors, Inc. appearing on page 8 of Dreyer's
Grand Ice Cream, Inc.'s Annual Report on Form 10-K/A, Amendment No. 1, for the
year ended December 30, 1995.
/s/ Price Waterhouse LLP
______________________________
PRICE WATERHOUSE LLP
San Francisco, California
November 21, 1996
