As filed with the Securities and Exchange Commission on November 24, 1999
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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
Orlando, Florida 32809
(Address of principal executive offices) (Zip Code)
DARDEN RESTAURANTS, INC.
AMENDED AND RESTATED STOCK OPTION
AND LONG-TERM INCENTIVE PLAN OF 1995
(Full title of the plan)
Paula J. Shives
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, or agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum
securities to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without 7,200,000 shares $18.0938 $130,275,360 $36,217
par value
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1), the proposed maximum offering price per
share and the proposed maximum aggregate offering price are based upon
the average of the high and low prices for registrant's Common Stock on
the New York Stock Exchange on November 22, 1999.
<PAGE>
Pursuant to General Instruction E of the General Instructions to Form
S-8, this Registration Statement incorporates by reference the Registrant's
Registration Statement on Form S-8 (File No. 33-92704) which relates to the
issuance and sale from time to time of up to 35,300,000 shares of the
Registrant's Common Stock pursuant to the Registrant's Stock Option and
Long-Term Incentive Plan of 1995, Stock Option and Long-Term Conversion Plan,
Stock Plan for Non-Employee Directors, and Compensation Plan for Non-Employee
Directors.
1
<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 23rd day of
November, 1999.
DARDEN RESTAURANTS, INC.
By: /s/ Paula J. Shives
Paula J. Shives, Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 23, 1999.
Name Title
/s/ Daniel B. Burke Director
Daniel B. Burke*
/s/ Odie C. Donald Director
Odie C. Donald*
/s/ Julius Erving, II Director
Julius Erving, II*
/s/ Michael D. Rose Director
Michael D. Rose*
/s/ Hector de J. Ruiz Director
Hector de J. Ruiz*
/s/ Maria A. Sastre Director
Maria A. Sastre*
/s/ Jack A. Smith Director
Jack A. Smith*
/s/ Bradley D. Blum Director and President, Olive Garden
Bradley D. Blum*
/s/ Joe R. Lee Director, Chairman of the Board and Chief Executive
Joe R. Lee* Officer (principal executive officer)
2
<PAGE>
/s/ Richard E. Rivera Director and President, Red Lobster
Richard E. Rivera*
/s/ Blaine Sweatt, III Director and President, New Business Development
Blaine Sweatt, III*
/s/ Linda J. Dimopoulos Senior Vice President - Corporate Controller and
Linda J. Dimopoulos Business Information Systems (controller and
principal accounting officer)
/s/ Clarence Otis, Jr. Senior Vice President - Finance and Treasurer
Clarence Otis, Jr. (principal financial officer)
*BY: /s/ Paula J. Shives
Paula J. Shives, Attorney-In-Fact
3
<PAGE>
Exhibit Index
Exhibit
Number Description
4.1 Articles of Incorporation (incorporated herein by reference to
Exhibit 3(a) to the Company's Registration Statement on Form 10
effective May 5, 1995)
4.2 Bylaws (incorporated herein by reference to Exhibit 3(b) to the
Company's Registration Statement on Form 10 effective May 5,
1995)
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)
5.1 Opinion of Counsel regarding legality
23.1 Consent of KPMG LLP (relating to financial statements of the
Company)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney
EXHIBIT 5.1
November 23, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Ladies and Gentlemen:
I am Associate General Counsel and Assistant Secretary of
DARDEN RESTAURANTS, INC., a Florida corporation (the "Company"), and I am
familiar with the Company's registration statement on Form S-8 relating to the
sale by the Company from time to time of up to 7,200,000 shares of Common Stock,
without par value, of the Company (the "Shares"), issuable pursuant to the
Company's Amended and Restated Stock Option and Long-Term Incentive Plan of 1995
(the "Plan").
I have examined such documents and have reviewed such
questions of law as I have considered necessary and appropriate for the purposes
of my opinions set forth below.
In rendering my opinions set forth below, I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to me as copies. I have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to my opinions, I have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, I am of the opinion that the Shares
have been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, and any relevant agreements thereunder,
will be validly issued, fully paid and nonassessable.
My opinions expressed above are limited to the laws of the
State of Florida.
I hereby consent to the filing of this opinion as an exhibit
to the registration statement on Form S-8 of the Company relating to the Plan.
Very truly yours,
/s/ James O. McIntosh
James O. McIntosh
Associate General Counsel
and Assistant Secretary
EXHIBIT 23.1
Independent Accountants' Consent
The Board of Directors
Darden Restaurants, Inc.:
We consent to incorporation by reference in this Registration Statement on Form
S-8 and Registration Statement (No. 33-92704) on Form S-8 of Darden Restaurants,
Inc. of our report dated June 18, 1999, relating to the consolidated balance
sheets of Darden Restaurants, Inc. and subsidiaries as of May 30, 1999 and May
31, 1998, and the related consolidated statements of earnings (loss), changes in
stockholders' equity, and cash flows for each of the fiscal years in the
three-year period ended May 30, 1999, which report is incorporated by reference
to page 26 of the Registrant's 1999 Annual Report to Stockholders in the May 30,
1999 Annual Report on Form 10-K of Darden Restaurants, Inc.
/s/ KPMG LLP
Orlando, Florida
November 23, 1999
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints Joe R. Lee, Daniel M. Lyons and Paula J. Shives, and each of them,
his or her true and lawful attorneys-in-fact and agents, 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 and any and
all amendments (including post-effective amendments) to the Registration
Statement covering the registration and issuance of common stock of Darden
Restaurants, Inc. pursuant to the Darden Restaurants, Inc. Amended and Restated
Stock Option and Long-Term Incentive Plan of 1995, 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 thereof.
/s/ Bradley D. Blum /s/ Michael D. Rose
Bradley D. Blum Michael D. Rose
September 23, 1999 September 23, 1999
/s/ Daniel B. Burke /s/ Hector J. Ruiz
Daniel B. Burke Hector J. Ruiz
September 23, 1999 September 23, 1999
/s/ Odie C. Donald /s/ Maria A. Sastre
Odie C. Donald Maria A. Sastre
September 23, 1999 September 23, 1999
/s/ Julius Erving, II /s/ Jack A. Smith
Julius Erving, II Jack A. Smith
September 23, 1999 September 23, 1999
/s/ Joe R. Lee /s/ Blaine Sweatt, III
Joe R. Lee Blaine Sweatt, III
September 23, 1999 September 23, 1999
/s/ Richard E. Rivera
Richard E. Rivera
September 23, 1999
