-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GuRb+kohs1l2tVhXrkBVdzeepK10w8DCoIqRV/gdgoxH66Agk2tDqplF02UNNInn P2OVkcoIZ7r2nmTyRBiy6g== 0000101063-98-000084.txt : 19980720 0000101063-98-000084.hdr.sgml : 19980720 ACCESSION NUMBER: 0000101063-98-000084 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980714 EFFECTIVENESS DATE: 19980714 SROS: BSE SROS: NYSE SROS: PCX FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHIQUITA BRANDS INTERNATIONAL INC CENTRAL INDEX KEY: 0000101063 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 041923360 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-53993 FILM NUMBER: 98665932 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 POS 1 POST-EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on July __, 1998 Registration No. 33-53993 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of issuer as specified in its charter) New Jersey 04-1923360 (State of incorporation) (I.R.S. Employer Identification No.) 250 East Fifth Street, Cincinnati, Ohio 45202 (Address of Principal Executive Offices) (Zip Code) CHIQUITA 1986 STOCK OPTION AND INCENTIVE PLAN (Full title of the plan) ROBERT W. OLSON, ESQ. Senior Vice President, General Counsel and Secretary Chiquita Brands International, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 (Name and address of agent for service) Telephone number, including area code, of agent for service: (513) 784-8804 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Explanatory Statement As originally filed in June 1994, this Registration Statement registered 5,000,000 additional shares of the Common Stock of Chiquita Brands International, Inc. (the "Company") which had been approved for issuance under the Company's 1986 Stock Option and Incentive Plan (the "1986 Plan"). The Company now has adopted a new plan, the 1998 Stock Option and Incentive Plan (the "1998 Plan"), to which shares remaining available for grant under the 1986 Plan may be transferred for the purpose of new grants. Accordingly, this Post-Effective Amendment is being filed (under Instruction E to Form S-8) to de-register 800,000 shares previously registered for the 1986 Plan and to move those shares to a new Form S-8 Registration Statement being filed by the Company for shares issuable under the 1998 Plan. Item 8. Exhibits Exhibit Number 24 Power of Attorney SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Form S-8 Registration Statement No. 33-53993 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio as of the 14th day of July, 1998. 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, as amended, this Post-Effective Amendment No. 1 to the Form S-8 Registration Statement has been signed by the following persons in the capacities indicated as of the 14th day of July, 1998. Signature Title /s/ Carl H. Lindner Chairman of the Board and ________________________ Chief Executive Officer Carl H. Lindner /s/ Keith E. Lindner Vice Chairman of the Board ________________________ Keith E. Lindner /s/ Steven G. Warshaw Director, President and Chief Operating ________________________ Officer Steven G. Warshaw /s/ Fred J. Runk Director ________________________ Fred J. Runk /s/ Jean Head Sisco Director ________________________ Jean Head Sisco ________________________ Director William W. Verity /s/ Oliver W. Waddell Director ________________________ Oliver W. Waddell /s/ Warren J. Ligan Senior Vice President and Chief ________________________ Financial Officer Warren J. Ligan /s/ William A. Tsacalis Vice President and Controller ________________________ (Chief Accounting Officer) William A. Tsacalis EX-24 2 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY We, the undersigned directors of Chiquita Brands International, Inc., hereby appoint William A. Tsacalis and Robert W. Olson, or either of them, our true and lawful attorneys and agents, to do any and all acts and things in our names and on our behalf in our capacities indicated below, which said attorneys and agents, or each of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-53993 to be filed in connection with the corporation's 1986 Stock Option and Incentive Plan including, without limitation, power and authority to sign for us, or any of us, in our names in the capacities indicated below, any and all future amendments to such Registration Statement, and we hereby ratify and confirm all that said attorneys and agents, or each of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Power of Attorney has been signed below by the following persons as of the 14th day of July, 1998 in the capacities indicated: Signature Title /s/ Carl H. Lindner Chairman of the Board and ________________________ Chief Executive Officer Carl H. Lindner /s/ Keith E. Lindner Vice Chairman of the Board ________________________ Keith E. Lindner /s/ Steven G. Warshaw Director, President and Chief Operating ________________________ Officer Steven G. Warshaw /s/ Fred J. Runk Director ________________________ Fred J. Runk /s/ Jean Head Sisco Director ________________________ Jean Head Sisco ________________________ Director William W. Verity /s/ Oliver W. Waddell Director ________________________ Oliver W. Waddell -----END PRIVACY-ENHANCED MESSAGE-----