As filed with the Securities and Exchange Commission on December 16, 1998
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3305930
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5900 Lake Ellenor Drive 32809
Orlando, Florida (Zip Code)
(Address of Principal Executive Offices)
DARDEN RESTAURANTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
C. L. Whitehill, Esq.
Senior Vice President, General Counsel and Secretary
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(Name and address of agent for service)
(407) 245-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered (1) registered offering price per aggregate offering registration
share (2) price (2) fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 1,400,000 $18.344 $25,681,600 $7,139.48
====================================================================================================================
</TABLE>
(1) This Registration Statement also relates to the Rights to purchase
fractional shares of Preferred Stock of the registrant which are attached
to all shares of Common Stock outstanding as of, and issued subsequent to,
May 28, 1995 pursuant to the terms of the registrant's Rights Agreement,
dated as of May 28, 1995 as amended as of May 23, 1996. Until the
occurrence of certain prescribed events, the Rights are not exercisable,
are evidenced by the certificates of Common Stock and will be transferred
with and only with such Common Stock.
Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(h)(1) and (c), based upon the
average of the high and low prices for the registrant's Common Stock as
reported on the New York Stock Exchange on December 10, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents which have been filed by Darden Restaurants, Inc.
("Darden" or the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended May 31, 1998.
(b) Quarterly Report on Form 10-Q for the quarterly period ended August
30, 1998.
(c) Current Report on Form 8-K filed on June 24, 1998.
(d) Current Report on Form 8-K filed on September 25, 1998.
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 filed with the Commission
on March 9, 1995, as amended on April 21, 1995, May 2, 1995 and May 5,
1995, and any amendment or report filed by the Company under the
Exchange Act for the purpose of updating such description filed
subsequent to the date of this Registration Statement and prior to the
termination of the offering described herein.
All documents filed by the Company or the Darden Restaurants, Inc. Employee
Stock Purchase Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents. Any statement contained herein or
in a document all or part 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 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 superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
The description of the Company's Common Stock to be offered pursuant to
this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Pursuant to authority conferred by Florida law, the Darden Articles of
Incorporation contain a provision providing that no director of Darden shall be
personally liable to it or its stockholders for monetary damages for breach of
fiduciary duty as a director, unless (i) the director breached or failed to
perform his or her duties as director and (ii) the breach or failure constitutes
(a) a violation of criminal law (except where he or she had reasonable cause to
believe the conduct was lawful or had no reasonable cause to believe the conduct
was unlawful), (b) a transaction from which the director derived improper
personal benefit, (c) improper distributions, (d) conscious disregard of the
Company's best interest or willful conduct, or (e) recklessness or an act or
omission in bad faith.
II-1
<PAGE>
The Darden Articles of Incorporation also provide that if Florida law is
amended to further eliminate or limit the liability of directors, then the
liability of a director of Darden shall be eliminated or limited, without
further shareholder action, to the fullest extent permissible under Florida law
as so amended.
Florida law contains provisions permitting and, in some situations,
requiring Florida corporations, such as Darden, to provide indemnification to
their officers and directors for losses and litigation expense incurred in
connection with their service to the corporation in those capacities. The Darden
Articles of Incorporation and Bylaws contain provisions requiring
indemnification by Darden of its directors and officers to the fullest extent
that is permitted by law. Among other things, these provisions provide
indemnification for officers and directors against liabilities for judgments in
and settlements of lawsuits and other proceedings and for the advance and
payment of fees and expenses reasonably incurred by the director or officer in
defense of any such lawsuit or proceeding. In addition, the Darden Articles of
Incorporation and Bylaws authorize it to purchase insurance for its directors
and officers insuring them against certain risks as to which Darden may be
unable lawfully to indemnify them. Darden maintains insurance coverage for its
officers and directors as well as insurance coverage to reimburse Darden for
potential costs of its corporate indemnification of officers and directors.
The Securities and Exchange Commission has taken the position that insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted by a company to its directors and officers, such indemnification is
against public policy as expressed in such Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
No securities are to be reoffered or resold pursuant to this Registration
Statement.
Item 8. Exhibits
Exhibit
Number Description
4.1 Articles of Incorporation (incorporated by reference to Exhibit 3(a) to the
Company's Registration Statement on Form 10 filed with the Commission
pursuant to the Exchange Act on March 9, 1995, as amended on April 21,
1995, May 2, 1995 and May 5, 1995 (File No. 1-13666) (the "Registration
Statement on Form 10")).
4.2 Bylaws of the Company (incorporated by reference to Exhibit 3(b) to the
Company's Registration Statement on Form 10).
4.3 Rights Agreement, dated as of May 28, 1995, between the Company and Norwest
Bank Minnesota, N.A., as amended May 23, 1996, assigned to First Union
National Bank, as Rights Agent, as of September 29, 1997 (incorporated by
reference to Exhibit 4(a) to the Company's Annual Report on Form 10-K for
the fiscal year ended May 31, 1998).
4.4 Indenture dated as of January 1, 1996, between the Company and Norwest Bank
Minnesota, N.A., as Trustee (incorporated herein by reference to the
Company's Current Report on Form 8-K filed February 9, 1996).
23.1 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney.
II-2
<PAGE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; 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) above will not
apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3,
and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(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 or the Plan's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(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
Securities Act and is, therefor, 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 other
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.
II-3
<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 Orlando, State of Florida, on the 15th day of
December, 1998.
DARDEN RESTAURANTS, INC.
By: /s/ C. L. Whitehill
--------------------------------
C. L. Whitehill
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capabilities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Joe R. Lee* Chairman of the Board, Chief Executive December 15, 1998
- ------------------------------- Officer and Director
Joe R. Lee (principal executive officer)
/s/ Clarence Otis, Jr.* Senior Vice President-Finance and Treasurer December 15, 1998
- ------------------------------- (principal financial officer)
Clarence Otis, Jr.
/s/ Linda J. Dimopoulos* Senior Vice President-Corporate Controller December 15, 1998
- ------------------------------- and Business Information Systems
Linda J. Dimopoulos (principal accounting officer)
/s/ H. B. Atwater* Director December 15, 1998
- -------------------------------
H. B. Atwater
/s/ Bradley D. Blum* Director December 15, 1998
- -------------------------------
Bradley D. Blum
/s/ Daniel B. Burke* Director December 15, 1998
- -------------------------------
Daniel B. Burke
/s/ Odie C. Donald* Director December 15, 1998
- -------------------------------
Odie C. Donald
/s/ Richard E. Rivera* Director December 15, 1998
- -------------------------------
Richard E. Rivera
/s/ Michael D. Rose* Director December 15, 1998
- -------------------------------
Michael D. Rose
/s/ Maria A. Sastre* Director December 15, 1998
- -------------------------------
Maria A. Sastre
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Jack A. Smith* Director December 15, 1998
- -------------------------------
Jack A. Smith
/s/ Blaine Sweatt, III* Director December 15, 1998
- -------------------------------
Blaine Sweatt, III
</TABLE>
*By: /s/ C.L. Whitehill
--------------------------
C. L. Whitehill
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orlando, State of Florida, on the 15th
day of December, 1998.
DARDEN RESTAURANTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Michael D. Rose*
---------------------------------
Michael D. Rose, Chairman
Compensation Committee of the
Board of Directors of the Company
*By: /s/ C.L. Whitehill
--------------------------
C.L. Whitehill
Attorney-in-Fact
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Page
23.1 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 pertaining to the Darden Restaurants, Inc. Employee Stock Purchase
Plan, of our report dated June 19, 1998, relating to the consolidated balance
sheets of Darden Restaurants, Inc. and subsidiaries as of May 31, 1998 and May
25, 1997 and the related consolidated statements of earnings (loss) and cash
flows for the fiscal years in the three-year period ended May 31, 1998, which
report appears on page 8 of the 1998 Financial Statements booklet in the
Registrant's 1998 Annual Report to Stockholders which is incorporated by
references in the May 31, 1998 Annual Report on Form 10-K of Darden Restaurants,
Inc. filed with the Securities and Exchange Commission.
/s/ KPMG PEAT MARWICK LLP
Orlando, Florida
December 16, 1998
<PAGE>
Exhibit 24.1
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and
appoints C. L. Whitehill, Joe R. Lee and Clarence Otis, Jr., and each of them,
his or her true and lawful attorneys-in-fact and agents, each acting alone with
full power of substitution and resubstitution, for and in his or her name, place
and stead, in any and all capacities, to sign a Registration Statement on Form
S-8 relating to the Darden Restaurants, Inc. Employee Stock Purchase Plan and
any and all amendments (including post-effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
might or could be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Joe R. Lee Director, Chairman of the Board and December 3, 1998
- ------------------------------- Chief Executive Officer
Joe R. Lee
/s/Clarence Otis, Jr. Senior Vice President-Finance and Treasurer December 3, 1998
- -------------------------------
Clarence Otis, Jr.
/s/Linda J. Dimopoulos Senior Vice President-Corporate Controller December 2, 1998
- ------------------------------- and Business Information Systems
Linda J. Dimopoulos
/s/H. B. Atwater Director December 8, 1998
- -------------------------------
H. B. Atwater
/s/Bradley D. Blum Director December 10, 1998
- -------------------------------
Bradley D. Blum
/s/Daniel B. Burke Director December 3, 1998
- -------------------------------
Daniel B. Burke
/s/Odie C. Donald Director December 1, 1998
- -------------------------------
Odie C. Donald
/s/Richard E. Rivera Director December 4, 1998
- -------------------------------
Richard E. Rivera
/s/Michael D. Rose Director December 1, 1998
- -------------------------------
Michael D. Rose
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Maria A. Sastre Director December 8, 1998
- -------------------------------
Maria A. Sastre
/s/Jack A. Smith Director December 4, 1998
- -------------------------------
Jack A. Smith
/s/Blaine Sweatt, III Director December 7, 1998
- -------------------------------
Blaine Sweatt, III
</TABLE>
