As filed with the Securities and Exchange Commission on April 2, 2003
Registration No. 333-________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
DEAN FOODS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-2559681
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
2515 McKinney, Suite 1200
Dallas, Texas 75201
(Address, including zip code, of principal executive offices)
DEAN FOODS COMPANY EXECUTIVE DEFERRED COMPENSATION PLAN
(Full title of the plan)
----------
Michelle P. Goolsby Copy to: Suzan E. Fenner, Esq.
Executive Vice President Gardere Wynne Sewell LLP
Dean Foods Company 1601 Elm Street
2515 McKinney, Suite 1200 Suite 3000
Dallas, Texas 75201 Dallas, Texas 75201
(214) 303-3400 (214) 999-4576
(Name, address, including zip code,
and telephone number, including area code,
of agent for service)
----------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED(1) REGISTERED SHARE PRICE REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations $15,000,000 100%(2) $15,000,000(2) $1,213.50
Common Stock, $0.01 par value 240,000 shares(3)(4) $42.55(3) $10,212,000(3) $ 826.15
---------
$2,039.65
=========
===============================================================================================================================
(1) The Deferred Compensation Obligations and the Common Stock registered
herein are unsecured obligations of Dean Foods Company to pay deferred
compensation in the future in accordance with the terms of the Dean Foods
Company Executive Deferred Compensation Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based on an
estimated amount of $15,000,000 Deferred Compensation Obligations to be
offered under the Plan.
(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) based on the average of
the high and low prices on March 28, 2003, as reported on the New York
Stock Exchange, Inc. for the Common Stock to be offered under the Plan.
(4) Pursuant to Rule 416 under the Securities Act of 1933, this registration
statement also covers an indeterminate number of shares as may be
required to cover possible adjustments under the Plan by reason of any
stock dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation, reorganization,
liquidation or the like, of or by the Registrant.
Shares of Common Stock of the Registrant for issuance upon purchases of
Common Stock under the Plan have been heretofore registered under a Registration
Statement on Form S-8 No. 333-30160 of the Registrant. These shares of Common
Stock and the Plan are described in the Section 10(a) prospectus for this
registration statement in accordance with Rule 429 of the General Rules and
Regulations under the Securities Act of 1933, as amended.
================================================================================
EXPLANATORY STATEMENT
On February 21, 2003, the Board of Directors of the Registrant
authorized an increase in the amount of deferred compensation obligations (the
"Obligations") under the Plan by an additional amount of $15,000,000 and an
additional 240,000 shares of Common Stock of the Registrant to be registered
under the Dean Foods Company Executive Deferred Compensation Plan (the "Plan").
The contents of the Registrant's Registration Statement on Form S-8 (File No.
333-30160) filed with the Securities and Exchange Commission on February 11,
2000 relating to the Plan (the "Prior S-8"), including documents incorporated by
reference therein, are incorporated by reference into this Registration
Statement.
PART I
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8. The document(s) containing the information required in Part I of this
Registration Statement will be sent or given to each participant in the Plan, as
specified by Rule 428(b)(1) under the 1933 Act. Such document(s) are not being
filed with the Securities and Exchange Commission but constitute (together with
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
In addition to the documents incorporated by reference in the Prior
S-8, the following document heretofore filed by the Registrant with the
Securities and Exchange Commission is incorporated by reference in this
Registration Statement:
(4) The description of the Registrant's Common Stock purchase rights
contained in the Registrant's Registration Statement on Form 8-A,
dated February 19, 1997 (File No. 001-127-55), including any
amendment or report filed for the purpose of updating such
description.
ITEM 8. EXHIBITS
In addition to the exhibits filed or incorporated by reference into the
Prior S-8, the following documents are filed as exhibits to this Registration
Statement:
4.1 Dean Foods Company Executive Deferred Compensation Plan (As
Restated to Incorporate Amendments 1-6)
5.1 Opinion of Gardere Wynne Sewell LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of legal counsel (included as part of Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement)
II-1
SIGNATURES
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, and the State of Texas, on February 21,
2003.
DEAN FOODS COMPANY
(Registrant)
By: /s/ BARRY A. FROMBERG
-----------------------------------------
Barry A. Fromberg
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Barry A. Fromberg and Michelle
P. Goolsby and each of them (with full power to act alone), as attorneys and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on February 21, 2003.
Signature Title
--------- -----
/s/ GREG L. ENGLES Chairman of the Board and Chief Executive
------------------------------------------------------ Officer (principal executive officer)
Greg L. Engles
/s/ BARRY A. FROMBERG Executive Vice President and Chief Financial
------------------------------------------------------ Officer (principal financial officer)
Barry A. Fromberg
/s/ ALAN J. BERNON Director
------------------------------------------------------
Alan J. Bernon
/s/ LEWIS M. COLLENS Director
------------------------------------------------------
Lewis M. Collens
II-2
Signature Title
--------- -----
/s/ TOM DAVIS Director
------------------------------------------------------
Tom Davis
/s/ STEPHEN L. GREEN Director
------------------------------------------------------
Stephen L. Green
/s/ JOSEPH S. HARDIN, JR. Director
------------------------------------------------------
Joseph S. Hardin, Jr.
/s/ JANET HILL Director
------------------------------------------------------
Janet Hill
/s/ JOHN LLEWELLYN, JR. Director
------------------------------------------------------
John Llewellyn, Jr.
/s/ JOHN R. MUSE Director
------------------------------------------------------
John R. Muse
/s/ HECTOR M. NEVARES Director
------------------------------------------------------
Hector M. Nevares
/s/ P. EUGENE PENDER Director
------------------------------------------------------
P. Eugene Pender
/s/ PETE SCHENKEL Director
------------------------------------------------------
Pete Schenkel
/s/ JIM L. TURNER Director
------------------------------------------------------
Jim L. Turner
II-3
The Plan. Pursuant to the requirements of the Securities Act, on behalf of
the Compensation Committee, which is responsible for the administration of the
Plan, the members of the Compensation Committee have duly caused this
Registration Statement to be signed, by the undersigned, hereto duly authorized,
in the City of Dallas, State of Texas, on February 21, 2003.
Name Title
---- -----
/s/ P. EUGENE PENDER Committee Member, Chairman
--------------------------------------------
P. Eugene Pender
/s/ JOSEPH S. HARDIN, JR. Committee Member
--------------------------------------------
Joseph S. Hardin, Jr.
/s/ STEPHEN L. GREEN Committee Member
--------------------------------------------
Stephen L. Green
/s/ JOHN S. LLEWELLYN, JR. Committee Member
--------------------------------------------
John S. Llewellyn, Jr.
II-4
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------- -------
4.1 Dean Foods Company Executive Deferred Compensation Plan
(As Restated to Incorporate Amendments 1-6)
5.1 Opinion of Gardere Wynne Sewell LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Gardere Wynne Sewell LLP (included as part of
Exhibit 5.1)
24.1 Power of Attorney (set forth on the signature page of the
Registration Statement)