SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2017-05-31 SEC Accession No. 0001193125-17-189472 (HTML Version on secdatabase.com) FILER DOLE FOOD CO INC Mailing Address Business Address ONE DOLE DRIVE ONE DOLE DRIVE CIK:18169| IRS No.: 990035300 | State of Incorp.:NC | Fiscal Year End: 0103 WESTLAKE VILLAGE CA WESTLAKE VILLAGE CA Type: S-1/A | Act: 33 | File No.: 333-217447 | Film No.: 17881966 91362 91362 SIC: 0100 Agricultural production-crops 8188796600 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on May 31, 2017 Registration Number 333-217447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOLE FOOD COMPANY, INC. (Exact name of Registrant as specified in its charter) North Carolina 0100 99-0035300 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) One Dole Drive Westlake Village, California 91362 (818) 879-6600 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Johan Lindén, President and Chief Executive Officer Jared R. Gale, Vice President, General Counsel and Corporate Secretary Dole Food Company, Inc. One Dole Drive Westlake Village, California 91362 (818) 879-6600 (Name, address and telephone number, including area code, of agent for service) Copies to: Jonathan K. Layne Kenneth N. Shelton Marc D. Jaffe Peter W. Wardle T. Clark Fitzgerald III Ian D. Schuman Gibson, Dunn & Crutcher LLP Wombly Carlyle Sandridge & Rice LLP Latham & Watkins LLP 2029 Century Park East 2530 Meridian Parkway 885 Third Avenue Los Angeles, California 90067 Suite 400 New York, New York 10022 (310) 552-8500 Durham, North Carolina 27713 (212) 906-1200 (919) 484-2300 As soon as practicable after this Registration Statement becomes effective. (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (Do not check if a smaller reporting company) Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ CALCULATION OF REGISTRATION FEE Proposed Maximum Amount of Title of Each Class of Securities to be Registered Aggregate Offering Price(1)(2) Registration Fee(3) Common Stock, $0.001 par value . .. $100,000,000 $11,590 (1) Estimated solely for the purpose of computing the amount of the registration fee, in accordance with to Rule 457(o) promulgated under the Securities Act of 1933, as amended. (2) Includes offering price of additional shares that the underwriters have the option to purchase. See Underwriters. (3) $11,590 previously paid. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PROSPECTUS (Subject to Completion) Issued , 2017. Shares DOLE FOOD COMPANY, INC. Common Stock This is an initial public offering of common stock of Dole Food Company, Inc. We are offering shares of common stock. Prior to this offering, there has been no public market for our common stock since 2013. It is currently estimated that the initial public offering price per share will be between $ and $ . We intend to apply to have our common stock listed on under the symbol . See Risk Factors beginning on page 15 to read about factors you should consider before buying shares of our common stock. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Underwriting Discounts Proceeds to us, and before Price to Public Commissions(1) expenses Per share $ $ $ Total $ $ $ (1) We have agreed to reimburse the underwriters for certain FINRA-related expenses. See Underwriters. We have granted to the underwriters an option to purchase up to additional shares of common stock. The underwriters expect to deliver the shares against payment in New York, New York on , 2017. Morgan Stanley BofA Merrill Lynch Deutsche Bank Securities Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document RBC Capital Markets Stephens Inc. William Blair , 2017. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents -JamesDole®We have Dole, built 1901 this company on quality, and quality, and quality Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Fresh Vegetable Dole CHOPPED Salad Kit Dole Organic Dole ARTICHOKE Dole STRAWBERRIES FRAISES Health and Longevity Convenience Dole Corporate Responsibility Sustainability Water Management Solid Management Carbon Management Waste Management Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Fresh Fruits Dole Dole Dole Dole Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page Summary 1 Risk Factors 15 Special Note Regarding Forward-Looking Statements 35 Use of Proceeds 37 Dividend Policy 38 Capitalization 39 Dilution 41 Selected Consolidated Financial Data 43 Managements Discussion and Analysis of Financial Condition and Results of Operations 46 Business 71 Management 87 Executive Compensation 93 Page Certain Relationships and Related Party Transactions 108 Principal Shareholder 110 Description of Certain Indebtedness 111 Description of Capital Stock 114 Shares Eligible for Future Sale 119 United States Federal Income Tax Considerations for Non-U.S. Holders 120 Underwriters 125 Legal Matters 131 Experts 131 Where You Can Find Additional Information 131 Index to Consolidated Financial Statements F-1 You should rely only on the information contained in this prospectus or in any free-writing prospectus we may specifically authorize to be delivered or made available to you. Neither we nor the underwriters (or any of our or their respective affiliates) authorized anyone to provide you with additional or different information. Neither we nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus