-----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, mUYkZXKDe2dmBJau7Af0eV6KDHn8cHD2FrmwVQXZIiX0C480JzXavEoWLs4xO5bW lK+V4yLfiHwyQNfEzlODyw== 0000950149-94-000241.txt : 19941111 0000950149-94-000241.hdr.sgml : 19941111 ACCESSION NUMBER: 0000950149-94-000241 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941110 EFFECTIVENESS DATE: 19941129 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DREYERS GRAND ICE CREAM INC CENTRAL INDEX KEY: 0000352305 STANDARD INDUSTRIAL CLASSIFICATION: 2024 IRS NUMBER: 942967523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56411 FILM NUMBER: 94558703 BUSINESS ADDRESS: STREET 1: 5929 COLLEGE AVE CITY: OAKLAND STATE: CA ZIP: 94618 BUSINESS PHONE: 5106528187 S-8 1 FORM S-8 DATED NOVEMBER 10, 1994 1 As filed with the Securities and Exchange Commission on November 10, 1994 Registration No. 33- _______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under The Securities Act of 1933 DREYER'S GRAND ICE CREAM, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware No. 94-2967523 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5929 College Avenue Oakland, CA 94618 (Address of Principal Executive Offices - Zip Code) Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992) (Full Title of the Plan) Edmund R. Manwell Manwell & Milton 101 California Street, Suite 3750 San Francisco, CA 94111 (Name and Address of Agent for Service) (415) 362-2375 (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE ========================================================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered (1) Per Share(2) Price(2) Fee(2) - ---------------------------------------------------------------------------------------------------------- Common Stock 13,560 $ 29.25 $ 396,630 $ 136.76 $1.00 par value 30,000 19.50 585,000 201.71 16,200 24.75 400,950 138.25 185,600 27.50 5,104,000 1,759.86 45,400 29.375 1,333,625 459.83 9,240 25.375 234,465 80.84 Rights to Purchase Series A Participating Preferred Stock 300,000 (3) (3) (3) Total $8,054,670 $2,777.25 ==========================================================================================================
(1) Plus such additional number of shares as may be required pursuant to the option plan in the event of a stock dividend, split-up, merger, consolidation, recapitalization, combination or reclassification of shares or other similar event. (2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933 solely for the purpose of calculating the registration fee, and computed based upon the price at which options may be exercised with respect to 290,760 shares presently subject to options and with respect to the remaining 9,240 shares based upon the average of the high and low prices reported on the National Market List of the National Association of Securities Dealers for the Common Stock as of November 7, 1994. (3) The Company's Rights to Purchase Series A Participating Preferred Stock initially are carried and traded with the shares of Common Stock of the Company being registered hereunder. Value attributable to such Rights, if any, is reflected in the market price of the Common Stock. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. Incorporation of Documents by Reference. Dreyer's Grand Ice Cream, Inc. (the "Company" or "Registrant") hereby incorporates by reference in this Registration Statement the following documents filed with the Securities and Exchange Commission (the "Commission"): a. The Company's Annual Report on Form 10-K filed on March 24, 1994 for the fiscal year ended December 25, 1993; b. The Company's Quarterly Report on Form 10-Q filed on May 10, 1994 for the quarter ended March 26, 1994; c. The Company's Current Report on Form 8-K filed on May 6, 1994 (Commission File No. 0-14190); d. The Company's Quarterly Report on Form 10-Q filed on August 9, 1994 for the quarter ended June 25, 1994; e. The Company's Quarterly Report on Form 10-Q filed on November 8, 1994 for the quarter ended September 24, 1994; f. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A for such Common Stock (effective March 29, 1982) filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any subsequent amendment or any report or other filing filed with the Commission updating such description; and g. The description of the Company's Rights to Purchase Series A Participating Preferred Stock set forth in Form 8-K, dated March 20, 1991, File No. 0-10259, as amended by the First Amendment to Amended and Restated Rights Agreement dated as of June 14, 1994 as set forth in Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q filed on August 9, 1994, for the quarter ended June 25, 1994, including any subsequent amendment or any report or other filing filed with the Commission updating such description. All documents subsequently filed by the Company 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 hereof from the date of filing of such documents. ITEM 4. Description of Securities. Not Applicable. 1 3 ITEM 5. Interests of Named Experts and Counsel. The validity of the issuance of the Common Stock being registered hereunder will be passed upon for the Company by Manwell & Milton, San Francisco, California. Edmund R. Manwell, who serves both as Secretary of the Company and as a member of the Board of Directors of the Company, is a partner in the law firm of Manwell & Milton which acts as general counsel to the Company. Mr. Manwell owns 24,000 shares of the Common Stock of the Company, and has been granted options pursuant to the Company's Stock Option Plan (1993) to purchase 5,000 shares of the Company's Common Stock at an exercise price of $21.75 per share. Denise B. Milton, who is also a partner in the law firm of Manwell & Milton, owns 5,325 shares of the Common Stock of the Company. ITEM 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of Delaware permits indemnification of directors, officers and employees of corporations under certain conditions and subject to certain limitations. Section 6.10 of the Bylaws of the Company requires indemnification of directors, officers and employees within the limitations permitted by Section 145. The Company's officers and directors are indemnified against certain liabilities under an insurance policy maintained by the Company. Additionally, the Company has entered into Indemnification Agreements with each of its directors and executive officers which provide for the payment of amounts an indemnitee is legally obligated to pay because of claims which may be based on any act or omission, or neglect or breach of duty, including any error, misstatement or misleading statement made, suffered or permitted by such executive officer or director. The obligation of the Company to indemnify directors and officers under the Indemnification Agreements is broader than that otherwise afforded by Delaware Law. Section 102(b)(7) of the Delaware General Corporation Law, as amended, provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Article Thirteenth of the Certificate of Incorporation of the Company provides that directors and officers of the Company shall be indemnified to the fullest extent permitted by the Delaware General Corporation Law. Article Thirteenth of the Certificate of Incorporation of the Company provides that directors of the Company shall not be personally liable for monetary damages to the Company for breaches of their fiduciary duty as directors, except to the extent that the elimination or limitation of liability is not permitted by the Delaware General Corporation Law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Securities and Exchange Commission has expressed its opinion that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. Exemption from Registration Claimed. Not applicable. 2 4 ITEM 8. Exhibits.
Exhibit Number Description ------- ----------------------------------------------------------------------- 4.1 Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992). 4.2 Certificate of Incorporation of the Company, as amended, including the Certificate of Designation of Series A Convertible Preferred Stock setting forth the Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of such series of Preferred Stock and the Certificate of Designation of Series B Convertible Preferred Stock, as amended, setting forth the Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of such series of Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994. 4.3 By-laws of the Company, as amended. Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994. 4.4 Amended and Restated Rights Agreement between the Company and Bank of America, National Trust & Savings Association dated March 4, 1991. Incorporated by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed under Commission File No. 0-10259 on March 20, 1991. 4.5 First Amendment to Amended and Restated Rights Agreement, dated as of June 14, 1994 between the Company and First Interstate Bank of California (as successor Rights Agent to Bank of America NT & SA). Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994. 5 Opinion of Manwell & Milton as to the legality of the securities being registered. 23.1 Consent of Price Waterhouse. 23.2 Consent of Manwell & Milton (included in Exhibit 5). 24 Power of Attorney (included on page 5).
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 this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 3 5 1934 that are incorporated by reference in this 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 annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 Act, and is, therefore, 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 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 Act and will be governed by final adjudication of such issue. 4 6 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 Oakland, State of California on November 10, 1994. DREYER'S GRAND ICE CREAM, INC. By: /s/ Paul R. Woodland ------------------------------------------- (Paul R. Woodland, Vice President - Finance and Administration) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints T. Gary Rogers, William F. Cronk, III and Edmund R. Manwell, jointly and severally his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date - --------- ----- ---- /s/ T. Gary Rogers Chairman of the Board and November 10, 1994 - --------------------------------- Chief Executive Officer (T. Gary Rogers) and Director (Principal Executive Officer) /s/ William F. Cronk, III President and Director November 10, 1994 - --------------------------------- (William F. Cronk, III) /s/ Edmund R. Manwell Secretary and Director November 10, 1994 - --------------------------------- (Edmund R. Manwell) /s/ Paul R. Woodland Vice President - Finance November 10, 1994 - --------------------------------- and Administration, (Paul R. Woodland) Chief Financial Officer and Assistant Secretary (Principal Financial Officer) /s/ Jeffrey P. Porter Corporate Controller November 10, 1994 - --------------------------------- (Principal Accounting Officer) (Jeffrey P. Porter) /s/ Merril M. Halpern Director November 10, 1994 - --------------------------------- (Merril M. Halpern) /s/ Jerome L. Katz Director November 10, 1994 - --------------------------------- (Jerome L. Katz)
5 7 /s/ John W. Larson Director November 10, 1994 - --------------------------------- (John W. Larson) /s/ Jack O. Peiffer Director November 10, 1994 - --------------------------------- (Jack O. Peiffer) /s/ Anthony J. Martino Director November 10, 1994 - --------------------------------- (Anthony J. Martino)
6 8 EXHIBIT INDEX
Exhibit Number Description ------- ----------------------------------------------------------------------- 4.1 Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992). 4.2 Certificate of Incorporation of the Company, as amended, including the Certificate of Designation of Series A Convertible Preferred Stock setting forth the Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of such series of Preferred Stock and the Certificate of Designation of Series B Convertible Preferred Stock, as amended, setting forth the Powers, Preferences, Rights, Qualifications, Limitations and Restrictions of such series of Preferred Stock. Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994. 4.3 By-laws of the Company, as amended. Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994. 4.4 Amended and Restated Rights Agreement between the Company and Bank of America, National Trust & Savings Association dated March 4, 1991. Incorporated by reference to the designated Exhibit to the Company's Current Report on Form 8-K filed under Commission File No. 0-10259 on March 20, 1991. 4.5 First Amendment to Amended and Restated Rights Agreement, dated as of June 14, 1994 between the Company and First Interstate Bank of California (as successor Rights Agent to Bank of America NT & SA). Incorporated by reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1994. 5 Opinion of Manwell & Milton as to the legality of the securities being registered. 23.1 Consent of Price Waterhouse. 23.2 Consent of Manwell & Milton (included in Exhibit 5). 24 Power of Attorney (included on page 5).
EX-4.1 2 STOCK OPTION PLAN (1992) 1 EXHIBIT 4.1 DREYER'S GRAND ICE CREAM, INC. STOCK OPTION PLAN (1992) (AS AMENDED) 1. PURPOSE OF THE PLAN ___________________ This Dreyer's Grand Ice Cream, Inc. Stock Option Plan (1992) (the "Plan") is intended to provide a method whereby officers and other key executives of Dreyer's Grand Ice Cream, Inc., a Delaware corporation (the "Company") and its subsidiaries who are mainly responsible for the management of the business and are in position to make substantial contributions to its sound development, are encouraged to remain in the service of the Company and to further the profits and prosperity of the Company. 2. ADMINISTRATION OF THE PLAN __________________________ The Plan shall be administered by the Company's Compensation Committee of the Board of Directors (the "Administrator"). The Administrator shall be responsible to the Board of Directors of the Company (the "Board") for the operation of the Plan, and shall make recommendations to the Board concerning the number of options to be awarded to the participants under the Plan. The interpretation and construction of any provision of the Plan by the Administrator shall be final, unless otherwise determined by the Board. No member of the Board or the Administrator shall be liable for any action or determination made by him in good faith. The acts of the Administrator shall be evidenced in writing and the Administrator shall from time to time make such reports as the Board of Directors shall direct. 3. STOCK SUBJECT TO THE PLAN _________________________ The shares to be issued upon exercise of options granted under this Plan shall be made available, at the discretion of the Board of Directors, either from the authorized but unissued Common Stock of the Company or from shares of Common Stock reacquired by the Company. Subject to the provisions of the next succeeding paragraph, the aggregate number of shares which may be delivered on exercise of options under this Plan shall not exceed 300,000 shares. If, at any time during the term of this Plan, an option granted under this Plan shall have expired or terminated for any reason without being exercised in full, the unpurchased shares shall become available for option to other employees. In the event that (i) the number of outstanding shares of 1 2 Common Stock of the Company shall be changed by reason of split-ups, combinations or reclassifications of shares or otherwise, (ii) any share dividends are distributed to the holders of Common Stock of the Company, or (iii) the Common Stock of the Company is converted into or exchanged for other shares as a result of any merger, consolidation or recapitalization then, in any such case, the number of shares for which options may thereafter be granted under this Plan, both in the aggregate and as to any individual, and the number of shares then subject to options theretofore granted under this Plan and the price per share payable upon exercise of such options shall be appropriately adjusted by the Administrator so as to reflect such change. 4. ELIGIBILITY OF OPTIONEES ________________________ Options may be granted only to key employees of the Company and of its subsidiaries who are mainly responsible for the management of the business of the Company (or a subsidiary) and are in a position to make substantial contributions to the sound performance of the Company (or of a subsidiary). The term "key employees" shall include officers as well as other employees devoting full time to the Company and shall include Directors who are also active officers or employees of the Company (or of a subsidiary). Any member of the Board of Directors who is not an officer or employee devoting full time to the Company (or a subsidiary) shall not be eligible to receive an option under this Plan. Subject to the terms and conditions of this Plan, the Administrator shall have exclusive jurisdiction (i) to select the employees to be granted options (it being understood that, subject to the limit specified in Section 3, more than one grant may be made to the same employee during any one calendar year or in different calendar years), (ii) to determine the number of shares subject to each option (subject to the limit specified in Section 3), (iii) to determine the time or times when options will be granted, (iv) to determine the time when each option may be exercised within the limits of this Plan, and (v) to prescribe the form, which shall be consistent with this Plan, of the instruments evidencing any options under this Plan. 5. TERMS AND CONDITIONS OF OPTIONS _______________________________ Options granted under the Plan shall be evidenced by agreements in such form as the Administrator shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions. 2 3 A. OPTION PRICE ____________ The purchase price of the shares subject to each option shall be determined by the Administrator according to the following Section 5 hereof. Such price shall be one hundred percent (100%) of the Fair Market Value (as hereinafter defined) of the shares of the Common Stock of the Company on the day on which such option is granted. B. NUMBER OF SHARES ________________ Each option shall state the number of shares to which it pertains. C. METHOD OF PAYMENT _________________ To exercise an option, the optionee must pay the full exercise price of the shares being purchased. Payment must be made either: (i) in cash, (ii) at the discretion of the Administrator, by delivering shares of the Company's common stock already owned by the optionee and having a Fair Market Value equal to the applicable exercise price, or (iii) a combination of cash and such shares. D. EXERCISE OF OPTIONS ___________________ The options granted under the Plan, if any, shall not expire other than as described below. The Administrator, in its discretion, may prescribe a shorter period for any individual grant. The agreement shall provide that the optionee shall remit to the Company at the time of any exercise of the option any taxes required to be withheld by the Company under Federal, State or local law as a result of the exercise of an option. An optionee may satisfy such withholding requirements in whole or in part by directing the Company to withhold shares from those that would otherwise be issuable to the optionee or by otherwise tendering other shares of the Company's Common Stock owned by the optionee. The withheld shares and other tendered shares will be valued at the Fair Market Value as of the date that the tax withholding obligation arises. Each option granted under the Plan, if any, may be exercised in any event only after two years of continuous employment with the Company or one of its subsidiaries immediately following the date the option is granted and, except in cases provided hereinafter, only during the continuance of the optionee's employment with the Company (or a subsidiary), and may be exercised subject to such 3 4 overall limitations, only to the extent of 40% of the total number of optioned shares after the expiration of two years following the date the option is granted, and only to the extent of an additional 20% of the total number of optioned shares after the expiration of each of the succeeding three years, such limitations being calculated, in the case of any resulting fraction, to the nearest lower number of shares. Subject to the provisions of this Section, each option may be exercised in whole or, from time to time, in part with respect to the number of shares as to which it is then exercisable in accordance with the terms of the Plan. Notwithstanding anything to the contrary in this Section, in the event there is a change of control in the Company all options which are then outstanding shall immediately vest and be exercisable under the terms of Section 5(G) below regardless of the date on which such options were granted. A Change of Control for these purposes shall be defined as, (i) the acquisition by any person of beneficial ownership of forty percent (40%) or more of the combined voting power of the Company's outstanding securities immediately after such acquisition (which forty percent (40%) shall be calculated after including the dilutive effect of the conversion or exchange of any outstanding securities of the Company convertible into or exchangeable for voting securities), or (ii) a change in the composition of majority membership of the Board of Directors over any two-year period beginning with the date of adoption of this paragraph of Section 5(D) of this Plan by the Board of Directors, or (iii) a change in ownership of the Company such that the Company becomes subject to the delisting of its Common Stock from the NASDAQ National Market System, or (iv) the approval by the Board of Directors of the sale of all or substantially all of the assets of the Company, or (v) the approval by the Board of Directors of any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any event described in clause (i), (ii) or (iii) above. Notwithstanding anything to the contrary in this paragraph of Section 5(D), acquisitions by any person (or any group of which such a person is a member) who is as of the date of adoption of this Plan by the Board of Directors, a member of the Board of Directors, of beneficial ownership of forty percent (40%) or more of the combined voting power of the Company's outstanding securities immediately after such acquisition (calculation of such forty percent (40%) being made as described above), shall not be deemed a Change of Control for purposes of this Plan. 4 5 E. NON-TRANSFERABILITY OF OPTIONS ______________________________ No option granted under the Plan shall be transferable by the grantee otherwise than by his last will and testament, or by the laws of descent and distribution, and during his lifetime, such option shall be exercisable only by such grantee. F. TERMINATION OF SERVICE TO THE COMPANY EXCEPT DISABILITY OR DEATH _______________________________________________________ If an optionee's service to the Company shall cease for any reason other than his disability (as defined in Internal Revenue Code Section 22(e)(3)) or his death, after at least one year of continuous service to the Company (or such subsidiary) immediately following the date on which an option, if any, is granted pursuant to this Plan, the optionee may exercise such option to the extent such option could be exercised at the time of such cessation of employment, at any time within three (3) months after the optionee shall so cease to be an employee, and in the event of his death within such three month period, his options, if any, may be exercised to the extent and in the manner provided in paragraph H of this Section 5. Any questions as to whether and when there has been a cessation of service shall be determined by the Administrator and its determination on such questions shall be final. G. TERMINATION OF SERVICE TO THE COMPANY DUE TO DISABILITY _______________________________________________________ If an optionee's service to the Company (or a subsidiary) shall cease by reason of his disability (as defined in Internal Revenue Code Section 22(e)(3)), after at least one year of continuous service to the Company or such subsidiary immediately following the date on which an option, if any, is granted pursuant to this Plan, the optionee may exercise such option to the extent such option could be exercised at the cessation of employment, at any time within twelve (12) months after the optionee shall so cease to perform services as an employee of the Company. H. TERMINATION DUE TO DEATH ________________________ If an optionee's service to the Company (or a subsidiary) shall cease due to the optionee's death, or if the optionee shall die within three (3) months after cessation of for any reason other than disability, or if he shall die within twelve (12) months after cessation of service due to disability, any options theretofore granted under this Plan may be exercised by the optionee's estate or by the person designated in his last will and testament, to 5 6 the full extent that such option, if any, could have been exercised by such deceased optionee immediately prior to death provided such options are exercised within three (3) months after such optionee's death. 6. DETERMINATION OF FAIR MARKET VALUE __________________________________ For purposes of determining the option price and for all other valuation purposes under the Plan, the Fair Market Value of a share of Common Stock on any date will be the mean of the lowest and highest selling prices of one share of Common Stock on the date in question on the over-the-counter market or the closing price on the principal exchange where the Company's stock prices are officially quoted. 7. AMENDMENTS AND TERMINATION __________________________ The Board of Directors, by resolution, may terminate, amend or revise the Plan with respect to any shares as to which options have not been granted. Neither the Board of Directors nor the Administrator may, without the consent of the holder of an option granted pursuant to the Plan, alter or impair any option granted hereunder, except as authorized herein. The Plan shall remain in effect until the Administrator terminates the Plan. Termination of the Plan shall not affect any option previously granted hereunder. 8. EFFECTIVE DATE ______________ This Plan shall be effective and operative, subject to approval of the shareholders of the Company, from the date that the Plan is approved by the Company's Board of Directors. 6 EX-5 3 OPINION OF MANWELL & MILTON 1 EXHIBIT 5 MANWELL & MILTON Attorneys at Law 101 CALIFORNIA STREET 37TH FLOOR SAN FRANCISCO, CALIFORNIA 94111 TELEPHONE (415) 362-2375 TELECOPY (415) 362-1010 November 10, 1994 Dreyer's Grand Ice Cream, Inc. 5929 College Avenue Oakland, CA 94618 Gentlemen: This opinion is being furnished to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Registration Statement on Form S-8 (the "Registration Statement") relating to 300,000 shares (the "Shares") of the Company's Common Stock, par value $1.00 per share (the "Common Stock") issuable pursuant to the Company's Stock Option Plan (1992) (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the "Act"). We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction of (i) the form of the Registration Statement to be filed with the Commission on the date hereof; (ii) the Plan; (iii) the Certificate of Incorporation of the Company, as currently in effect; (iv) the Bylaws of the Company, as currently in effect; (v) the resolutions of the Board of Directors of the Company relating to, among other things, the Plan; (vi) the resolutions of the stockholders relating to the Plan; (vii) the forms of a specimen certificate representing the Shares; and (viii) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. We have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. 2 EXHIBIT 5 Dreyer's Grand Ice Cream, Inc. November 10, 1994 Page 2 We hereby consent to the use of this opinion in connection with the Registration Statement and to the reference to this firm under the caption "Item 5. Interests of Named Experts and Counsel" therein. Very truly yours, MANWELL & MILTON By /s/ Denise B. Milton -------------------------- Denise B. Milton EX-23.1 4 CONSENT OF PRICE WATERHOUSE 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 1994, which appears on page 18 of the 1993 Annual Report to Stockholders of Dreyer's Grand Ice Cream, Inc., which is incorporated by reference in Dreyer's Grand Ice Cream, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 25, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 18 of such Annual Report on Form 10-K. /s/ Price Waterhouse LLP - ------------------------- Price Waterhouse LLP San Francisco, California November 10, 1994 -----END PRIVACY-ENHANCED MESSAGE-----