-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iAMF9edevIzry9ta80AVdiKcXZ9K/roIUPLa0rbDaLUgrfks3+15G6LN+K5eOWN2 LvXFPsH4UFAsG4K6kjZfSw== 0000101063-94-000023.txt : 19940608 0000101063-94-000023.hdr.sgml : 19940608 ACCESSION NUMBER: 0000101063-94-000023 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 REFERENCES 429: 033-14254 REFERENCES 429: 033-38284 REFERENCES 429: 033-41069 FILED AS OF DATE: 19940607 EFFECTIVENESS DATE: 19940626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: 2011 IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53993 FILM NUMBER: 94533159 BUSINESS ADDRESS: STREET 1: 250 E FIFTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5137848011 FORMER COMPANY: FORMER CONFORMED NAME: UNITED BRANDS CO DATE OF NAME CHANGE: 19900403 S-8 1 REGISTRATION STATEMENT June 6, 1994 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Dear Sir or Madam: Transmitted for filing via EDGAR with this letter is a Form S-8 Registration Statement registering the sale of up to 5,000,000 additional shares of Capital Stock of Chiquita Brands International, Inc. (the "Company") which may become issuable pursuant to the Company's 1986 Stock Option and Incentive Plan. This Registration Statement also relates to the Company's Form S-8 Registration Statements Nos. 33-14254, 33-38284 and 33-41069. The registration fee of $22,306.00 for this filing has been transmitted to the Commission's lockbox at Mellon Bank. Please contact the undersigned at (513) 784-8349 if you have any questions. Sincerely, /s/ Donna K. Leonard As filed with the Securities and Exchange Commission on June 6, 1994. Registration No. _____________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHIQUITA BRANDS INTERNATIONAL, INC. Incorporated 250 EAST FIFTH STREET I.R.S. Employer Under the Laws CINCINNATI, OHIO 45202 Identification No. of New Jersey (513) 784-8000 04-1923360 1986 STOCK OPTION AND INCENTIVE PLAN CHARLES R. MORGAN, Esq. Vice President, General Counsel and Secretary Chiquita Brands International, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 (513) 784-8332 (Agent for Service of Process) [CAPTION] CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities To Be Price Offering Registration To Be Regis- Per Share Price(2) Fee(3) Registered tered(1) (2) Capital Stock, 5,000,000 $.33 par value shares $12.9375 $64,687,500 $22,306
(1) This Registration Statement also covers such indeterminable number of additional shares of the Capital Stock of Chiquita Brands International, Inc. as may become issuable with respect to all or any of such shares pursuant to the antidilution provisions of the Plan. (2) Estimated solely for purposes of calculating the registration fee. (3) The registration fee has been calculated pursuant to Rule 457(c) based on the average of the high and low prices of the Capital Stock reported on the New York Stock Exchange on June 1, 1994 of $12.9375 per share. This Registration Statement also relates to Form S-8 Registration Statement Nos. 33-14254, 33-38284 and 33- 41069 of the Registrant. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement, being filed in accordance with General Instruction E to Form S-8, incorporates by reference the contents of Form S-8 Registration Statement Nos. 33-38284 and 33-41069. This Registration Statement also relates to Form S-8 Registration Statement No. 33-14254, the contents of which are incorporated by reference to the extent not modified or superseded by Registration Statement Nos. 33-38284 and 33-41069. Item 8. Exhibits 5 Opinion of Charles R. Morgan, Esq. 23 Consent of Independent Auditors 24 Power of Attorney (included on signature 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 Cincinnati, State of Ohio, as of the 6th day of June, 1994. CHIQUITA BRANDS INTERNATIONAL, INC. By: /s/ Carl H. Lindner Carl H. Lindner, Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities indicated, as of the 6th day of June, 1994. The persons whose names appear within an asterisk (*) below hereby designate Fred J. Runk or William A. Tsacalis as Attorney-In-Fact to sign all amendments, including any post-effective amendments, to this Registration Statement. Signature Capacity * /s/ Carl H. Lindner Chairman of the Board; Carl H. Lindner Chief Executive Officer * /s/ Keith E. Lindner Director; President and Chief Keith E. Lindner Operating Officer * /s/ S. Craig Lindner Director S. Craig Lindner Hugh F. Culverhouse Director /s/ Fred J. Runk Director and Vice President Fred J. Runk Director Jean H. Sisco Director William C. Verity Director Oliver W. Waddell * /s/ Ronald F. Walker Director Ronald F. Walker * /s/ Steven G. Warshaw Executive Vice President, Chief Steven G. Warshaw Administrative Officer and Chief Financial Officer /s/ William A. Tsacalis Vice President and Controller William A. Tsacalis (Principal Accounting Officer) Exhibit 5 Charles R. Morgan Vice President, General Counsel and Secretary Chiquita Brands International, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 (513) 784-8332 June 6, 1994 Chiquita Brands International, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 Re: 1986 Stock Option and Incentive Plan Dear Sirs: I have acted as counsel to Chiquita Brands International, Inc., a New Jersey corporation ("Chiquita"), in connection with the registration of an additional 5,000,000 shares of Chiquita's Capital Stock, $.33 par value (the "Additional Shares"), which may be issued pursuant to Chiquita's 1986 Stock Option and Incentive Plan (the "Plan"). I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary for purposes of this opinion and, based upon such review, I am of the opinion that the Additional Shares have been duly and validly authorized and, when issued, transferred or sold in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement on Form S-8 to be filed by Chiquita to effect registration under the Securities Act of 1933 of the Additional Shares. Very truly yours, /s/ Charles R. Morgan Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 and related prospectus pertaining to the 1986 Stock Option and Incentive Plan of Chiquita Brands International, Inc. of our report dated February 28, 1994 with respect to the consolidated financial statements and schedules of Chiquita Brands International, Inc. included or incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1993, filed with the Securities and Exchange Commission. ERNST & YOUNG Cincinnati, Ohio June 6, 1994 -----END PRIVACY-ENHANCED MESSAGE-----