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<TD WIDTH="50%"><FONT SIZE=2><B>NUMBER OF PAGES:&nbsp;20<BR>
PAGE&nbsp;WHERE&nbsp;EXHIBIT&nbsp;INDEX&nbsp;IS&nbsp;LOCATED:&nbsp;9</B></FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>As filed with the Securities and Exchange Commission on December&nbsp;18, 2001  </B></FONT></P>

<P ALIGN="RIGHT"><FONT SIZE=2><B> Registration No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>SECURITIES AND EXCHANGE COMMISSION<BR>  </B></FONT><FONT SIZE=2><B>Washington, D. C. 20549  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>FORM&nbsp;S-8<BR>  </B></FONT><FONT SIZE=2><B>REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933  </B></FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=5><B>Dean Foods Company<BR>  </B></FONT><FONT SIZE=2>(Exact name of registrant as specified in its charter) </FONT></P>

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<TD WIDTH="49%" ALIGN="CENTER"><FONT SIZE=2><B>Delaware<BR> </B></FONT><FONT SIZE=2>(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
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<TD WIDTH="49%" ALIGN="CENTER"><FONT SIZE=2><B>36-0984820<BR> </B></FONT><FONT SIZE=2>(I.R.S. Employer<BR>
Identification No.)</FONT></TD>
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<TD COLSPAN=3 ALIGN="CENTER"><FONT SIZE=2><B><BR>
3600&nbsp;N.&nbsp;River Road, Franklin Park, Illinois 60131<BR> </B></FONT><FONT SIZE=2>(Address of Principal Executive Offices)&nbsp;&nbsp;&nbsp;&nbsp;(Zip Code)</FONT></TD>
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<TD COLSPAN=3 ALIGN="CENTER"><BR><FONT SIZE=5><B>DEAN FOODS COMPANY 1996 DIRECTOR STOCK AWARDS PLAN<BR> </B></FONT><FONT SIZE=2>(Full title of the Plan)</FONT></TD>
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Dale&nbsp;E. Kleber<BR>
Dean Foods Company<BR>
3600&nbsp;N.&nbsp;River Road<BR>
Franklin Park, Illinois 60131<BR> </B></FONT><FONT SIZE=2>(Name and address of agent for service)</FONT></TD>
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<TD COLSPAN=3 ALIGN="CENTER"><FONT SIZE=2><B><BR>
847/678-1680<BR> </B></FONT><FONT SIZE=2>Telephone number, including area code, of agent for service</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2><B>CALCULATION OF REGISTRATION FEE  </B></FONT></P>

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<TH WIDTH="26%" ALIGN="CENTER"><FONT SIZE=1><B>Title of Securities to be registered</B></FONT><BR></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="16%" ALIGN="CENTER"><FONT SIZE=1><B>Amount to be registered(1)</B></FONT><BR></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="16%" ALIGN="CENTER"><FONT SIZE=1><B>Proposed maximum offering price per share(2)</B></FONT><BR></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="16%" ALIGN="CENTER"><FONT SIZE=1><B>Proposed maximum aggregate offering price(2)</B></FONT><BR></TH>
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<TH WIDTH="16%" ALIGN="CENTER"><FONT SIZE=1><B>Amount of registration fee</B></FONT><BR></TH>
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<TD WIDTH="26%"><FONT SIZE=2>Common Stock, Par Value $1&nbsp;Per Share</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="16%" ALIGN="CENTER"><FONT SIZE=2>100,000 shs.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="16%" ALIGN="CENTER"><FONT SIZE=2>$46.05</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="16%" ALIGN="CENTER"><FONT SIZE=2>$4,605,000</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="16%" ALIGN="CENTER"><FONT SIZE=2>$1,101</FONT></TD>
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<DT><FONT SIZE=2>(1)</FONT></DT><DD><FONT SIZE=2>Pursuant
to Rule&nbsp;416(a), this Registration Statement shall be deemed to cover any additional shares of Common Stock issuable pursuant to the antidilution provisions of the
Plan.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(2)</FONT></DT><DD><FONT SIZE=2>Pursuant
to Rule&nbsp;457(h), estimated solely for the purpose of computing the registration fee, on the basis of the average of the high and low prices of Common Stock on
December&nbsp;13, 2001 as set forth in the New York Stock Exchange&#151;Composite transactions. </FONT></DD></DL>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="de5212_part_#160;i_#160;information_#__par01564"> </A>
<A NAME="de5212_part_i"> </A>
<A NAME="toc_de5212_1"> </A>
<BR></FONT><FONT SIZE=2><B>PART&nbsp;I    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>INFORMATION REQUIRED IN THE SECTION&nbsp;10(a) PROSPECTUS  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The information specified in Part&nbsp;I of Form&nbsp;S-8 is contained in documents sent or given to award holders as specified by
Rule&nbsp;428(b)(1) under the Securities Act of 1933. Such documents and the documents incorporated by reference pursuant to Item 3 of Part&nbsp;II of this Registration Statement, taken together,
constitute the Section&nbsp;10(a) prospectus. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="de5212_part_#160;ii_#160;information___par01863"> </A>
<A NAME="de5212_part_ii"> </A>
<A NAME="toc_de5212_2"> </A>
<BR></FONT><FONT SIZE=2><B>PART&nbsp;II    <BR>  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  </B></FONT></P>

<P><FONT SIZE=2><A
NAME="de5212_item_3._incorporation_of_documents_by_reference."> </A>
<A NAME="toc_de5212_3"> </A>
<BR></FONT><FONT SIZE=2><B>Item&nbsp;3.&nbsp;&nbsp;Incorporation of Documents by Reference.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Company with the Securities and Exchange Commission are incorporated, as of their respective dates, in this Registration
Statement by reference: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The
Company's Annual Report on Form&nbsp;10-K for the fiscal year ended May&nbsp;27, 2001. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The
Company's Quarterly Report on Form&nbsp;10-Q for the period ended August&nbsp;26, 2001. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The
Company's Current Reports on Form&nbsp;8-K dated June&nbsp;19, 2001, June&nbsp;27, 2001, September&nbsp;14, 2001 and September&nbsp;25,
2001. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;All
other reports filed by the Company pursuant to Section&nbsp;13(a) or 15(d) of the Securities Exchange Act of 1934 since May&nbsp;27, 2001. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The
description of the Common Stock contained in the Registration Statement of the Company on Form&nbsp;8-A dated November&nbsp;18, 1981, including
any amendment or report filed for the purpose of updating such description. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;The
description of the Preferred Stock Purchase Rights contained in the Registration Statement of the Company on Form&nbsp;8-A dated August&nbsp;4,
1998, including any amendment or report filed for the purpose of updating such description. </FONT></P>

</UL>

<P><FONT SIZE=2>In
addition, all documents filed by the Company pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement 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 herein and to be a part hereof from the date of filing of such documents. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Any
statement contained in this Registration Statement or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in the original Section&nbsp;10(a) prospectus (as regards any statement in any previously filed document incorporated by reference
herein), or a statement in any subsequently filed document that is also incorporated by reference herein or a statement in any subsequent Section&nbsp;10(a) prospectus, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. </FONT></P>


<P><FONT SIZE=2><A
NAME="de5212_item_4._description_of_securities."> </A>
<A NAME="toc_de5212_4"> </A>
<BR></FONT><FONT SIZE=2><B>Item&nbsp;4.&nbsp;&nbsp;Description of Securities.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2><A
NAME="de5212_item_5._interests_of_named_experts_and_counsel."> </A>
<A NAME="toc_de5212_5"> </A>
<BR></FONT><FONT SIZE=2><B>Item&nbsp;5.&nbsp;&nbsp;Interests of Named Experts and Counsel.    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><A
NAME="de5212_item_6._indemnification_of_dir__ite02668"> </A>
<A NAME="toc_de5212_6"> </A>
<BR></FONT><FONT SIZE=2><B>Item&nbsp;6.&nbsp;&nbsp;Indemnification of Directors, Officers and Controlling Persons.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Company is incorporated under the laws of the State of Delaware. Under certain provisions of the Delaware General Corporation Law, the Company has the
power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or
was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement reasonably incurred by him or her in connection with such action, suit or proceeding; except that under
such provisions indemnification relating to a derivative action or suit is limited to expenses reasonably incurred in connection with the defense or settlement thereof. To be eligible for
indemnification under such provisions as to a particular action, suit or proceeding (or claim, issue or matter therein), a director, officer, employee or agent must either be successful in his or her
defense thereof (in which event indemnification against related expenses is mandatory) or must meet certain statutory standards (generally, that he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that he or she had no reasonable cause to believe his or her
conduct was unlawful). The indemnification provided by such provisions does not exclude any other rights to which a person seeking indemnification may otherwise be entitled. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Article
Twelfth of the Company's Certificate of Incorporation provides that each person who was or is a party or is threatened to be made a party to or is involved in any action, suit
or proceeding, by reason of the fact that he or she (i)&nbsp;is or was or has agreed to become a director or officer of the Company or (ii)&nbsp;is or was serving or has agreed to serve (at or
during such time as he or she is or was a director or officer of the Company) as an employee, agent or fiduciary of the Company or, at the request of the Company, as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or entity, or by reason of any action alleged to have been taken or omitted by him or her in any such
capacity, shall be indemnified and held harmless by the Company to the fullest extent permitted by Delaware law, as the same existed on October&nbsp;19, 1987 or may thereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such
amendment), against all expense (including attorneys' fees and amounts expended in seeking indemnification granted to him or her under applicable law, such Article, the Company's By-laws
or any agreement with the Company) and, in each case other than an action by or in the right of the Company, all liability and loss (including judgments, fines and amounts paid or to be paid in
settlement), actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding and any appeal thereof, if in each case he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe
his or her conduct was unlawful; except that, in the case of an action or suit by or in the right of the Company, no indemnification shall be made in respect of any claim, issue or matter as to which
he or she shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he or she is fairly and reasonably entitled to indemnification for such
expenses which the Court of Chancery of Delaware or such other court shall deem proper. Article Twelfth provides that such indemnification shall continue as to any such person who has ceased to be a
director or officer of the Company and shall inure to the benefit of his or her heirs, executors and administrators. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;Any indemnification under Article Twelfth (other than (i)&nbsp;indemnification for expenses actually and reasonably incurred in connection with the successful defense of any action,
suit or proceeding, appeal thereof or claim, issue or matter therein, which is mandatory, and (ii)&nbsp;the advance of expenses, which is mandatory if the Company receives an undertaking to repay
such advance if it shall ultimately be determined that the indemnified person is not entitled to be indemnified by the Company) shall, unless ordered by a court, be made by the Company only as
authorized in the specific case upon a determination, made as provided in Article Twelfth, that indemnification is proper in the circumstances because the indemnified director or officer has met the
applicable standard of conduct. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Article
Twelfth provides that the rights conferred thereunder shall not be exclusive of any other right which the indemnified director or officer may have had at October&nbsp;19,
1987 or thereafter acquire under any law, provision of the Company's Certificate of Incorporation or By-laws, agreement, vote of stockholders or disinterested directors or otherwise, and
further provides that the Board of Directors is authorized to enter into a contract with any director or officer of the Company providing for indemnification rights equivalent to or, if the Board of
Directors so determines, greater than those provided for in Article Twelfth. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company's By-laws include provisions substantially identical to those of Article Twelfth. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the authorization in Article Twelfth, and as authorized by the stockholders of the Company, the Company has entered into indemnification agreements with all of its
directors and elected officers. Such agreements provide for and define more particularly the indemnification contemplated by Article Twelfth (including mandatory advance of expenses), also provide for
indemnification against all liability or loss actually and reasonably incurred in connection with actions by or in the right of the Company, and require the Company to maintain (or to provide
indemnification to the full extent of the coverage which would otherwise have been provided by) directors' and officers' liability insurance in the amount of $25,000,000; except that the agreements
exclude any obligation to make any indemnity payment or advance of expenses in connection with any proceeding to the extent that there has been a final adjudication by a court of competent
jurisdiction that the indemnified director or officer derived an improper personal benefit or otherwise breached his or her duty of loyalty to the Company or its stockholders or to the extent that
there has been a final adjudication by a court of competent jurisdiction that he or she committed acts or omissions other than in good faith or which involved intentional misconduct or knowing
violation of law. The agreements
effectively place on the Company the burden of proving that an indemnified director or officer is not entitled to indemnification, and specify the manner in which any necessary determinations of
entitlement to indemnification are to be made, including any determinations after any Change in Control (as defined in the agreements). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
agreements provide that no proceeding shall be brought and no cause of action shall be asserted by the Company or any subsidiary or by any stockholder on behalf of the Company or
any subsidiary against the indemnified director or officer, his or her spouse, heirs, estate, executors or administrators after the expiration of one year from the act or omission upon which such
proceeding is based (or, in the event that the indemnified director or officer has fraudulently concealed the facts underlying such cause of action, after the expiration of one year from the earlier
of (i)&nbsp;the date the Company or any subsidiary of the Company discovers such facts, or (ii)&nbsp;the date the Company or any subsidiary of the Company could have discovered such facts by the
exercise of reasonable diligence); and that any claim or cause of action of the Company or any subsidiary of the Company, including claims predicated upon the negligent act or omission of the
indemnified director or officer, shall be extinguished and deemed released unless asserted by filing of a legal action within such period; except that such limitation and release shall not apply to
any cause of action which had accrued on the date of an agreement and of which the indemnified director or officer was aware on such date but as to which the Company had no actual knowledge apart from
his or her knowledge. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;The agreements provide that the provisions for indemnification and advancement of expenses set forth therein shall not be deemed exclusive of any other rights which the indemnified
director or officer may have under any provision of law, the Company's Certificate of Incorporation or By-laws, the vote of the Company's stockholders or disinterested directors, other
agreements, or otherwise, both as to action in his or her official capacity and to action in another capacity while occupying his or her position as an agent of the Company, and that the indemnified
director or officer's rights thereunder shall continue after he or she has ceased acting as an agent of the Company and shall inure to the benefit of his or her heirs, executors and administrators. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
Company maintains a policy of liability insurance which, subject to various exclusions and deductibles, covers its directors and officers (and the Company's indemnification
obligations to them), to the extent of $100,000,000, for damages, judgments, settlements, costs and other amounts payable by them for claims made against them for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of duty, or any other matter claimed against them solely by reason of being directors or officers of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed 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. </FONT></P>


<P><FONT SIZE=2><A
NAME="de5212_item_7._exemption_from_registration_claimed."> </A>
<A NAME="toc_de5212_7"> </A>
<BR></FONT><FONT SIZE=2><B>Item&nbsp;7.&nbsp;&nbsp;Exemption from Registration Claimed.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. </FONT></P>

<P><FONT SIZE=2><A
NAME="de5212_item_8._exhibits."> </A>
<A NAME="toc_de5212_8"> </A>
<BR></FONT><FONT SIZE=2><B>Item&nbsp;8.&nbsp;&nbsp;Exhibits.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The Exhibits filed herewith are specified on the Index to Exhibits at page 9 hereof. </FONT></P>

<P><FONT SIZE=2><A
NAME="de5212_item_9._undertakings."> </A>
<A NAME="toc_de5212_9"> </A>
<BR></FONT><FONT SIZE=2><B>Item&nbsp;9.&nbsp;&nbsp;Undertakings.    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;To
include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;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; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;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; </FONT></P>

</UL>

<P><FONT SIZE=2>Provided,
however, that paragraphs&nbsp;(1)(i) and (1)(ii) do not apply if the registration statement is on Form&nbsp;S-3 or Form&nbsp;S-8, and 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&nbsp;13 or Section&nbsp;15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That,
for the purposes 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 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;If
the registrant is a foreign private issuer, to file&nbsp;a post-effective amendment to the registration statement to include any financial
statements required by Rule&nbsp;3-19 of Regulation&nbsp;S-X at the start of any delayed offering or throughout a continuous offering. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;13(a) or 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&nbsp;15(d) of the
Securities Exchange Act of 1934) 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. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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 the final adjudication of such issue. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<BR></FONT><FONT SIZE=2><B>SIGNATURES    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;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&nbsp;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 Franklin
Park, State of Illinois, on December&nbsp;18, 2001. </FONT></P>

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&nbsp;</FONT></TD>
<TD COLSPAN=3><FONT SIZE=2><BR>
DEAN FOODS COMPANY</FONT></TD>
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<TD WIDTH="47%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
By:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>HOWARD M. DEAN</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Howard&nbsp;M. Dean<BR></FONT> <FONT SIZE=2><I>Chairman of the Board and<BR>
Chief Executive Officer</I></FONT></TD>
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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Each person whose signature appears below hereby authorizes Howard&nbsp;M. Dean and Lewis&nbsp;M. Collens or any of them, with full power of substitution,
to execute in his or her name and on his or her behalf, and to file, any amendments (including, without limitation, post-effective amendments) to this registration statement necessary or
advisable in the opinion of any of them to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange
Commission thereunder in respect thereof, which amendments may make such other changes in this registration statement as any of them deems advisable. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 18<SUP>th</SUP>
day of December, 2001. </FONT></P>

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/s/&nbsp;</FONT><FONT SIZE=2>HOWARD M. DEAN</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Howard&nbsp;M. Dean, Chairman of the Board and Chief Executive Officer and Director</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>LEWIS M. COLLENS</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Lewis&nbsp;M. Collens, Director</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>BARBARA A. KLEIN</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Barbara&nbsp;A. Klein, Vice President, Finance and Chief Financial Officer (Principal Financial Officer)</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>PAULA HANNAWAY CROWN</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Paula Hannaway Crown, Director</FONT></TD>
</TR>
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<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>DANIEL R. MORRISON</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Daniel&nbsp;R. Morrison, Vice President and Controller (Principal Accounting Officer)</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>JANET HILL</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Janet Hill, Director</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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/s/&nbsp;</FONT><FONT SIZE=2>EDWARD A. BRENNAN</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Edward&nbsp;A. Brennan, Director</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>JOHN P. FRAZEE, JR.</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> John&nbsp;P. Frazee, Jr., Director</FONT></TD>
</TR>
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<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>BERT A. GETZ</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Bert&nbsp;A. Getz, Director</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>J. CHRISTOPHER REYES</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> J.&nbsp;Christopher Reyes, Director</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>JOHN S. LLEWELLYN, JR.</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> John&nbsp;S. Llewellyn,&nbsp;Jr., Director</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="47%"><FONT SIZE=2><BR>
/s/&nbsp;</FONT><FONT SIZE=2>RICHARD P. MAYER</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;</FONT><HR NOSHADE><FONT SIZE=2> Richard&nbsp;P. Mayer, Director</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

<HR NOSHADE>
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<P ALIGN="CENTER"><FONT SIZE=2><A
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<A NAME="toc_je5212_1"> </A>
<BR></FONT><FONT SIZE=2><B>INDEX TO EXHIBITS    <BR>  </B></FONT></P>

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<TH WIDTH="1%" ALIGN="LEFT"><FONT SIZE=2>&nbsp;</FONT><BR></TH>
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Exhibit Number</B></FONT><HR NOSHADE></TH>
<TH WIDTH="2%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="74%" ALIGN="LEFT"><FONT SIZE=1>&nbsp;</FONT><BR></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="12%" ALIGN="CENTER"><FONT SIZE=1><B>Sequentially Numbered Pages</B></FONT><HR NOSHADE></TH>
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<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2>4.4</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="74%"><FONT SIZE=2>Dean Foods Company 1996 Director Stock Awards Plan and First Amendment to the Dean Foods Company 1996 Director Stock Awards Plan</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="12%" ALIGN="RIGHT" VALIGN="BOTTOM"><FONT SIZE=2>10</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="1%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
5</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="74%"><FONT SIZE=2><BR>
Opinion of Dale&nbsp;E. Kleber</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="12%" ALIGN="RIGHT" VALIGN="BOTTOM"><FONT SIZE=2><BR>
15</FONT></TD>
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<TD WIDTH="1%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
23.1</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="74%"><FONT SIZE=2><BR>
Consent of Dale&nbsp;E. Kleber (included in Exhibit&nbsp;5)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="12%" ALIGN="RIGHT" VALIGN="BOTTOM"><FONT SIZE=2><BR>
15</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="1%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
23.2</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="74%"><FONT SIZE=2><BR>
Consent of PricewaterhouseCoopers&nbsp;LLP</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="12%" ALIGN="RIGHT" VALIGN="BOTTOM"><FONT SIZE=2><BR>
16</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="1%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
24</FONT></TD>
<TD WIDTH="2%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="74%"><FONT SIZE=2><BR>
Powers of Attorney (included on the Signatures pages hereof)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="12%" ALIGN="RIGHT" VALIGN="BOTTOM"><FONT SIZE=2><BR>
7</FONT></TD>
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<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

<HR NOSHADE>
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<BR>
<P><br><A NAME="01CHI5212_1">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_de5212_1">PART&#160;I&#160;INFORMATION&#160;REQUIRED&#160;IN&#160;THE&#160;SECTION&#160;10(a) &#160;PROSPECTUS</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de5212_2">PART&#160;II&#160;INFORMATION&#160;REQUIRED&#160;IN&#160;THE&#160;REGISTRATION&#160;STATEMENT</A></FONT><BR>
<UL>
<FONT SIZE=2><A HREF="#toc_de5212_3">Item 3. Incorporation of Documents by Reference.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de5212_4">Item 4. Description of Securities.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de5212_5">Item 5. Interests of Named Experts and Counsel.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de5212_6">Item 6. Indemnification of Directors, Officers and Controlling Persons.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de5212_7">Item 7. Exemption from Registration Claimed.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de5212_8">Item 8. Exhibits.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_de5212_9">Item 9. Undertakings.</A></FONT><BR>
</UL>
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<FONT SIZE=2><A HREF="#toc_jc5212_1">SIGNATURES</A></FONT><BR>
<!-- TOC_BEGIN -->
<FONT SIZE=2><A HREF="#toc_je5212_1">INDEX TO EXHIBITS</A></FONT><BR>
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{"company-data": {"conformed-name": "DEAN FOODS CO", "cik": "0000027500", "assigned-sic": "2020", "irs-number": "360984820", "state-of-incorporation": "DE", "fiscal-year-end": "0527"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75334", "film-number": "1816348"}, "business-address": {"street1": "3600 N RIVER RD", "city": "FRANKLIN PARK", "state": "IL", "zip": "60131", "phone": "8476781680"}, "mail-address": {"street1": "3600 N RIVER RD", "city": "FRANKLIN PARK", "state": "IL", "zip": "60131"}}
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NUMBER OF PAGES: 20
PAGE WHERE EXHIBIT INDEX IS LOCATED: 9
As filed with the Securities and Exchange Commission on December 18, 2001
Registration No. 333-
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
(State or other jurisdiction of
incorporation or organization)
36-0984820
(I.R.S. Employer
Identification No.)
3600 N. River Road, Franklin Park, Illinois 60131
(Address of Principal Executive Offices)    (Zip Code)
DEAN FOODS COMPANY 1996 DIRECTOR STOCK AWARDS PLAN
(Full title of the Plan)
Dale E. Kleber
Dean Foods Company
3600 N. River Road
Franklin Park, Illinois 60131
(Name and address of agent for service)
847/678-1680
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered
Amount to be registered(1)
Proposed maximum offering price per share(2)
Proposed maximum aggregate offering price(2)
Amount of registration fee
Common Stock, Par Value $1 Per Share
100,000 shs.
$46.05
$4,605,000
$1,101
(1)
Pursuant
to Rule 416(a), this Registration Statement shall be deemed to cover any additional shares of Common Stock issuable pursuant to the antidilution provisions of the
Plan.
(2)
Pursuant
to Rule 457(h), estimated solely for the purpose of computing the registration fee, on the basis of the average of the high and low prices of Common Stock on
December 13, 2001 as set forth in the New York Stock Exchange—Composite transactions.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of Form S-8 is contained in documents sent or given to award holders as specified by
Rule 428(b)(1) under the Securities Act of 1933. Such documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute the Section 10(a) prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and Exchange Commission are incorporated, as of their respective dates, in this Registration
Statement by reference:
(a) The
Company's Annual Report on Form 10-K for the fiscal year ended May 27, 2001.
(b) The
Company's Quarterly Report on Form 10-Q for the period ended August 26, 2001.
(c) The
Company's Current Reports on Form 8-K dated June 19, 2001, June 27, 2001, September 14, 2001 and September 25,
2001.
(d) All
other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since May 27, 2001.
(e) The
description of the Common Stock contained in the Registration Statement of the Company on Form 8-A dated November 18, 1981, including
any amendment or report filed for the purpose of updating such description.
(f)  The
description of the Preferred Stock Purchase Rights contained in the Registration Statement of the Company on Form 8-A dated August 4,
1998, including any amendment or report filed for the purpose of updating such description.
In
addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement 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 herein and to be a part hereof from the date of filing of such documents.
Any
statement contained in this Registration Statement or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in the original Section 10(a) prospectus (as regards any statement in any previously filed document incorporated by reference
herein), or a statement in any subsequently filed document that is also incorporated by reference herein or a statement in any subsequent Section 10(a) prospectus, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.  Description of Securities.
Not applicable.
2
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6.  Indemnification of Directors, Officers and Controlling Persons.
The Company is incorporated under the laws of the State of Delaware. Under certain provisions of the Delaware General Corporation Law, the Company has the
power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, by reason of the fact that he or she is or
was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement reasonably incurred by him or her in connection with such action, suit or proceeding; except that under
such provisions indemnification relating to a derivative action or suit is limited to expenses reasonably incurred in connection with the defense or settlement thereof. To be eligible for
indemnification under such provisions as to a particular action, suit or proceeding (or claim, issue or matter therein), a director, officer, employee or agent must either be successful in his or her
defense thereof (in which event indemnification against related expenses is mandatory) or must meet certain statutory standards (generally, that he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, that he or she had no reasonable cause to believe his or her
conduct was unlawful). The indemnification provided by such provisions does not exclude any other rights to which a person seeking indemnification may otherwise be entitled.
Article
Twelfth of the Company's Certificate of Incorporation provides that each person who was or is a party or is threatened to be made a party to or is involved in any action, suit
or proceeding, by reason of the fact that he or she (i) is or was or has agreed to become a director or officer of the Company or (ii) is or was serving or has agreed to serve (at or
during such time as he or she is or was a director or officer of the Company) as an employee, agent or fiduciary of the Company or, at the request of the Company, as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or entity, or by reason of any action alleged to have been taken or omitted by him or her in any such
capacity, shall be indemnified and held harmless by the Company to the fullest extent permitted by Delaware law, as the same existed on October 19, 1987 or may thereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such
amendment), against all expense (including attorneys' fees and amounts expended in seeking indemnification granted to him or her under applicable law, such Article, the Company's By-laws
or any agreement with the Company) and, in each case other than an action by or in the right of the Company, all liability and loss (including judgments, fines and amounts paid or to be paid in
settlement), actually and reasonably incurred or suffered by him or her in connection with such action, suit or proceeding and any appeal thereof, if in each case he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe
his or her conduct was unlawful; except that, in the case of an action or suit by or in the right of the Company, no indemnification shall be made in respect of any claim, issue or matter as to which
he or she shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, he or she is fairly and reasonably entitled to indemnification for such
expenses which the Court of Chancery of Delaware or such other court shall deem proper. Article Twelfth provides that such indemnification shall continue as to any such person who has ceased to be a
director or officer of the Company and shall inure to the benefit of his or her heirs, executors and administrators.
3
Any indemnification under Article Twelfth (other than (i) indemnification for expenses actually and reasonably incurred in connection with the successful defense of any action,
suit or proceeding, appeal thereof or claim, issue or matter therein, which is mandatory, and (ii) the advance of expenses, which is mandatory if the Company receives an undertaking to repay
such advance if it shall ultimately be determined that the indemnified person is not entitled to be indemnified by the Company) shall, unless ordered by a court, be made by the Company only as
authorized in the specific case upon a determination, made as provided in Article Twelfth, that indemnification is proper in the circumstances because the indemnified director or officer has met the
applicable standard of conduct.
Article
Twelfth provides that the rights conferred thereunder shall not be exclusive of any other right which the indemnified director or officer may have had at October 19,
1987 or thereafter acquire under any law, provision of the Company's Certificate of Incorporation or By-laws, agreement, vote of stockholders or disinterested directors or otherwise, and
further provides that the Board of Directors is authorized to enter into a contract with any director or officer of the Company providing for indemnification rights equivalent to or, if the Board of
Directors so determines, greater than those provided for in Article Twelfth.
The
Company's By-laws include provisions substantially identical to those of Article Twelfth.
Pursuant
to the authorization in Article Twelfth, and as authorized by the stockholders of the Company, the Company has entered into indemnification agreements with all of its
directors and elected officers. Such agreements provide for and define more particularly the indemnification contemplated by Article Twelfth (including mandatory advance of expenses), also provide for
indemnification against all liability or loss actually and reasonably incurred in connection with actions by or in the right of the Company, and require the Company to maintain (or to provide
indemnification to the full extent of the coverage which would otherwise have been provided by) directors' and officers' liability insurance in the amount of $25,000,000; except that the agreements
exclude any obligation to make any indemnity payment or advance of expenses in connection with any proceeding to the extent that there has been a final adjudication by a court of competent
jurisdiction that the indemnified director or officer derived an improper personal benefit or otherwise breached his or her duty of loyalty to the Company or its stockholders or to the extent that
there has been a final adjudication by a court of competent jurisdiction that he or she committed acts or omissions other than in good faith or which involved intentional misconduct or knowing
violation of law. The agreements
effectively place on the Company the burden of proving that an indemnified director or officer is not entitled to indemnification, and specify the manner in which any necessary determinations of
entitlement to indemnification are to be made, including any determinations after any Change in Control (as defined in the agreements).
The
agreements provide that no proceeding shall be brought and no cause of action shall be asserted by the Company or any subsidiary or by any stockholder on behalf of the Company or
any subsidiary against the indemnified director or officer, his or her spouse, heirs, estate, executors or administrators after the expiration of one year from the act or omission upon which such
proceeding is based (or, in the event that the indemnified director or officer has fraudulently concealed the facts underlying such cause of action, after the expiration of one year from the earlier
of (i) the date the Company or any subsidiary of the Company discovers such facts, or (ii) the date the Company or any subsidiary of the Company could have discovered such facts by the
exercise of reasonable diligence); and that any claim or cause of action of the Company or any subsidiary of the Company, including claims predicated upon the negligent act or omission of the
indemnified director or officer, shall be extinguished and deemed released unless asserted by filing of a legal action within such period; except that such limitation and release shall not apply to
any cause of action which had accrued on the date of an agreement and of which the indemnified director or officer was aware on such date but as to which the Company had no actual knowledge apart from
his or her knowledge.
4
The agreements provide that the provisions for indemnification and advancement of expenses set forth therein shall not be deemed exclusive of any other rights which the indemnified
director or officer may have under any provision of law, the Company's Certificate of Incorporation or By-laws, the vote of the Company's stockholders or disinterested directors, other
agreements, or otherwise, both as to action in his or her official capacity and to action in another capacity while occupying his or her position as an agent of the Company, and that the indemnified
director or officer's rights thereunder shall continue after he or she has ceased acting as an agent of the Company and shall inure to the benefit of his or her heirs, executors and administrators.
The
Company maintains a policy of liability insurance which, subject to various exclusions and deductibles, covers its directors and officers (and the Company's indemnification
obligations to them), to the extent of $100,000,000, for damages, judgments, settlements, costs and other amounts payable by them for claims made against them for any actual or alleged error or
misstatement or misleading statement or act or omission or neglect or breach of duty, or any other matter claimed against them solely by reason of being directors or officers of the Company.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed 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.
Item 7.  Exemption from Registration Claimed.
Not applicable.
Item 8.  Exhibits.
The Exhibits filed herewith are specified on the Index to Exhibits at page 9 hereof.
Item 9.  Undertakings.
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 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;
(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 (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 1934 that are incorporated by reference in the registration statement.
(2) That,
for the purposes 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
5
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.
(4) If
the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering.
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 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 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.
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 the final adjudication of such issue.
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 Franklin
Park, State of Illinois, on December 18, 2001.
DEAN FOODS COMPANY
By:
/s/
HOWARD M. DEAN
Howard M. Dean
Chairman of the Board and
Chief Executive Officer
Each person whose signature appears below hereby authorizes Howard M. Dean and Lewis M. Collens or any of them, with full power of substitution,
to execute in his or her name and on his or her behalf, and to file, any amendments (including, without limitation, post-effective amendments) to this registration statement necessary or
advisable in the opinion of any of them to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange
Commission thereunder in respect thereof, which amendments may make such other changes in this registration statement as any of them deems advisable.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the 18
th
day of December, 2001.
/s/
HOWARD M. DEAN
Howard M. Dean, Chairman of the Board and Chief Executive Officer and Director
/s/
LEWIS M. COLLENS
Lewis M. Collens, Director
/s/
BARBARA A. KLEIN
Barbara A. Klein, Vice President, Finance and Chief Financial Officer (Principal Financial Officer)
/s/
PAULA HANNAWAY CROWN
Paula Hannaway Crown, Director
/s/
DANIEL R. MORRISON
Daniel R. Morrison, Vice President and Controller (Principal Accounting Officer)
/s/
JANET HILL
Janet Hill, Director
7
/s/
EDWARD A. BRENNAN
Edward A. Brennan, Director
/s/
JOHN P. FRAZEE, JR.
John P. Frazee, Jr., Director
/s/
BERT A. GETZ
Bert A. Getz, Director
/s/
J. CHRISTOPHER REYES
J. Christopher Reyes, Director
/s/
JOHN S. LLEWELLYN, JR.
John S. Llewellyn, Jr., Director
/s/
RICHARD P. MAYER
Richard P. Mayer, Director
8
INDEX TO EXHIBITS
Exhibit Number
Sequentially Numbered Pages
4.4
Dean Foods Company 1996 Director Stock Awards Plan and First Amendment to the Dean Foods Company 1996 Director Stock Awards Plan
10
5
Opinion of Dale E. Kleber
15
23.1
Consent of Dale E. Kleber (included in Exhibit 5)
15
23.2
Consent of PricewaterhouseCoopers LLP
16
24
Powers of Attorney (included on the Signatures pages hereof)
7
9
QuickLinks
PART I INFORMATION REQUIRED IN THE SECTION 10(a)  PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors, Officers and Controlling Persons.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS