Edgar Filing: DARDEN RESTAURANTS INC

As filed with the Securities and Exchange Commission on February 4, 2005
Registration No. 333-
================================================================================

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT Under The
Securities Act of 1933

DARDEN RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)

Florida 59-3305930
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)

5900 Lake Ellenor Drive
Orlando, Florida 32809
(Address of principal executive offices) (Zip code)

Darden Restaurants, Inc. Employee Stock Purchase Plan
(Full title of the plan)

Paula J. Shives, Esq.
Senior Vice President,
General Counsel and Secretary
Darden Restaurants, Inc.
5900 Lake Ellenor Drive
Orlando, Florida 32809
(407) 245-4000
(Name, address and telephone number,
including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

------------------------- -------------------- -------------------- ------------------- -------------------

Proposed
Proposed maximum
Title of securities to Amount to be maximum offering aggregate Amount of
be registered registered (1) price per share offering price registration fee
------------------------- -------------------- -------------------- ------------------- -------------------
Common Stock, without
par value(2) 1,500,000 shares $29.19(3) $43,785,000(3) $5,153.50
------------------------- -------------------- -------------------- ------------------- -------------------

(1) The number of shares of common stock being registered is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.

(2) Includes rights to purchase shares of Series A Participating Cumulative
Preferred Stock, which rights are attached to and trade with the common
stock.

(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, as
amended, based on the average of the high and low sales prices of the
common stock traded on the New York Stock Exchange as reported in the
consolidated reporting system on February 2, 2005.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by Darden Restaurants, Inc. ("we," "us" or
"Darden"), are incorporated by reference in this registration statement:

(a) our annual report on Form 10-K, as amended by Amendment No. 1 on Form
10-K/A for the fiscal year ended May 30, 2004;

(b) our quarterly report on Form 10-Q, as amended by Amendment No. 1 on
Form 10-Q/A for the fiscal quarter ended August 29, 2004 and our
quarterly report on Form 10-Q for the fiscal quarter ended November
28, 2004;

(d) the description of our common stock and preferred stock purchase
rights contained in any registration statement or report filed by us
under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of
updating such description.

In addition, all documents filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold, or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the respective dates of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Douglas E. Wentz, who has given an opinion of counsel with respect to the
securities to which the registration statement relates, is an employee and
officer (Senior Associate General Counsel and Assistant Secretary) of Darden.
Mr. Wentz is a participant in the Darden Restaurants, Inc. Employee Stock
Purchase Plan.

Item 6. Indemnification of Directors and Officers.

Florida law contains provisions permitting and, in some situations,
requiring Florida corporations to provide indemnification to their officers and
directors for losses and litigation expense incurred in connection with their
service to the corporation in those capacities. Our articles of incorporation
and bylaws contain provisions requiring us to indemnify our directors and
officers to the fullest extent permitted by law. Among other things, these
provisions provide indemnification for officers and directors against
liabilities for judgments in and settlements of lawsuits and other proceedings
and for the advancement and payment of fees and expenses reasonably incurred by
the director or officer in defense of any such lawsuit or proceeding. Our
articles of incorporation also provide that if Florida law is amended to further
eliminate or limit the liability of directors, then the liability of our
directors shall be eliminated or limited, without further shareholder action, to
the fullest extent permissible under Florida law as so amended.

In addition, our articles of incorporation and bylaws authorize us to
purchase insurance for our directors and officers insuring them against certain
risks as to which we may be unable lawfully to indemnify them. We maintain such
insurance coverage for our officers and directors as well as insurance coverage
to reimburse Darden for potential costs of our corporate indemnification of
officers and directors.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

4.1 Articles of Incorporation (incorporated herein by reference to Exhibit
3(a) to our registration statement on Form 10 effective May 5, 1995).

4.2 Bylaws (incorporated by reference to Exhibit 3(b) to our Annual Report
on Form 10-K for the fiscal year ended May 25, 2003).

4.3 Rights Agreement dated as of May 28, 1995, as amended May 23, 1996,
between Darden and Wells Fargo Bank Minnesota, National Association
(formerly Norwest Bank Minnesota, N.A.) as amended May 23, 1996,
assigned to Wachovia Bank, National Association (formerly known as
First Union National Bank) as Rights Agent, as of September 29, 1997
(incorporated by reference to Exhibit 4(a) to our annual report on
Form 10-K for the fiscal year ended May 31, 1998).

4.4 Indenture dated as of January 1, 1996, between Darden and Wells Fargo
Bank Minnesota, National Association (formerly Norwest Bank Minnesota,
N.A.), as trustee (incorporated by reference to our current report on
Form 8-K filed on February 9, 1996).

5.1 Opinion of Counsel.

23.1 Consent of Counsel (included in Exhibit 5.1).

23.2 Consent of KPMG LLP.

24.1 Power of Attorney.

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, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) under the
Securities Act if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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
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 SEC such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

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 Orlando, State of Florida, on the 4th day of
February, 2005.

DARDEN RESTAURANTS, INC.

By: /s/ Clarence Otis, Jr.
-------------------------------------
Clarence Otis, Jr.
Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the 4th day of February, 2005.

Signature Title
------------------------------------- ---------------------------------------

/s/ Clarence Otis, Jr. Chief Executive Officer and Director
------------------------------------- (principal executive officer)
Clarence Otis, Jr.

/s/ Linda J. Dimopoulos Senior Vice President and Chief
------------------------------------- Financial Officer (principal financial
Linda J. Dimopoulos and accounting officer)

/s/Andrew H. Madsen Director
-------------------------------------
Andrew H. Madsen

/s/Paula J. Shives Senior Vice President, General Counsel
------------------------------------- and Secretary
Paula J. Shives
Attorney-in-fact for: