-----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, CEmGsC/TA9iO7vUy2L/OdWxsNR7dnsBnEujnsSa4KL6k7ki9EY2fHpVDNdN/LMFC WaAOWljNx3qnLUvuzuF3xA== 0000101063-99-000049.txt : 19991224 0000101063-99-000049.hdr.sgml : 19991224 ACCESSION NUMBER: 0000101063-99-000049 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-02241 REFERENCES 429: 033-16801 REFERENCES 429: 033-42733 REFERENCES 429: 033-56572 REFERENCES 429: 333-39671 FILED AS OF DATE: 19991223 EFFECTIVENESS DATE: 19991223 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 SEC ACT: SEC FILE NUMBER: 333-93517 FILM NUMBER: 99779850 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 As filed with the Securities and Exchange Commission on December 23, 1999. Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ___________________________ CHIQUITA BRANDS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) 250 East Fifth Street Cincinnati, Ohio 45202 (513) 784-8000 New Jersey 04-1923360 (State or other jurisdiction of IRS Employer Identification No. incorporation or organization) (Address of Principal Executive Offices) ____________________________ CHIQUITA SAVINGS AND INVESTMENT PLAN _______________________ ROBERT W. OLSON, ESQ. Senior Vice President, General Counsel and Secretary Chiquita Brands International, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 (513) 784-8804 (Name, address, including zip code, and telephone number, including area code, of agent for service) __________________________
Calculation of Registration Fee Proposed Maximum Proposed Title Of Amount Offering Maximum Securities To Be Price Aggregate Amount of To Be Regis- Per Share Offering Registration Registered tered Price Fee ______________ _________ _________ ___________ ____________ Common Stock, 1,000,000 $3.6875 $3,687,500 $973.50 $.01 par value shares In addition, 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 which is the subject of this Registration Statement. Estimated solely for purposes of calculating the registration fee. The registration fee has been calculated pursuant to Rule 457(c) based on the average of the high and low prices of the Common Stock reported on the New York Stock Exchange on December 16, 1999 of $3.6875 per share.
This Registration Statement also relates to Form S-8 Registration Statements Nos. 33-2241, 33-16801, 33-42733, 33-56572 and 333-39671 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 Statements Nos. 33-2241, 33-16801, 33-42733, 33-56572 and 333-39671. Item 3. Incorporation of Documents by Reference The following documents are incorporated by reference in this Registration Statement. (a) The latest annual report filed by each of the Company and the Chiquita Savings and Investment Plan (the "Plan") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act by the Company and the Plan since December 31, 1998. (c) The description of the Company's Common Stock contained in its Registration Statement on Form 8-A/A (Amendment No. 1) filed on June 18, 1998, including any amendment or report filed for the purpose of updating such description. In addition, all documents subsequently filed by each of the Company and the Plan 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 thereof from the date of filing. Item 5. Interests of Named Experts and Counsel Robert W. Olson, Senior Vice President, General Counsel and Secretary of the Company, has delivered an opinion with respect to the legality of the shares of Common Stock issuable pursuant to the Chiquita Savings and Investment Plan. Mr. Olson presently holds employee stock options to purchase shares of the Company's Common Stock. Item 8. Exhibits Exhibit No. Description ___________ ___________________________________________________ 5 Opinion of Counsel 23.1 Consent of Independent Auditors (Ernst & Young LLP) 23.2 Consent of Counsel (included in Exhibit 5) 24 Power of Attorney The Company undertakes that it will submit or has submitted the Chiquita Savings and Investment Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan. SIGNATURES The Registrant. 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 23rd day of December, 1999. 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 23rd day of December, 1999. Signature Capacity /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 /s/William W. Verity 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 ______________________ (Principal Accounting Officer) William A. Tsacalis The Plan. Pursuant to the requirements of the Securities Act of 1933, the Employee Benefits Committee, the committee with responsibility for administering the Chiquita Savings and Investment Plan, 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 December 23rd, 1999. CHIQUITA SAVINGS AND INVESTMENT PLAN By: /s/ Bryan M. Valentine ___________________________________________ Bryan M. Valentine Chairman of the Employee Benefits Committee EX-5 2 OPINION OF COUNSEL Exhibit 5 Exhibit 23.2 Robert W. Olson Senior Vice President, General Counsel and Secretary Chiquita Brands International, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 (513) 784-8804 December 23, 1999 Chiquita Brands International, Inc. 250 East Fifth Street Cincinnati, Ohio 45202 Re: Chiquita Savings and Investment 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 1,000,000 shares of Chiquita's Common Stock, $.01 par value (the "Additional Shares"), which may be issued pursuant to the Chiquita Savings and Investment 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 Exhibit 5 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/ Robert W. Olson RWO:rsp EX-23.1 3 CONSENT OF AUDITORS Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Chiquita Savings and Investment Plan of our report dated February 9, 1999 with respect to the consolidated financial statements and schedule of Chiquita Brands International, Inc. included or incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Cincinnati, Ohio December 22, 1999 EX-24 4 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY I appoint each of Robert W. Olson and William A. Tsacalis as my attorneys-in-fact to: (a) sign a Form S-8 Registration Statement, registering additional shares of Chiquita Brands International, Inc. Common Stock to be issued pursuant to the Chiquita Savings and Investment Plan, and any amendments (including post-effective amendments) to such Registration Statement and (b) file such Registration Statement and amendments (with all exhibits and related documents) with the Securities and Exchange Commission. Executed pursuant to the requirements of the Securities Act of 1933, on December 23, 1999 at Cincinnati, Ohio. /s/Carl H. Lindner ____________________ Carl H. Lindner /s/Keith E. Lindner ____________________ Keith E. Lindner /s/Fred J. Runk ____________________ Fred J. Runk /s/ Jean Head Sisco ____________________ Jean Head Sisco /s/William W. Verity ____________________ William W. Verity /s/Oliver W. Waddell ____________________ Oliver W. Waddell /s/Steven G. Warshaw ____________________ Steven G. Warshaw -----END PRIVACY-ENHANCED MESSAGE-----