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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SCHLOTZSKY'S, INC.
(Exact name of registrant as specified in its charter)
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TEXAS 5812 74-2654208
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
JOHN C. WOOLEY
CHAIRMAN OF THE BOARD AND PRESIDENT
200 WEST FOURTH STREET 200 WEST FOURTH STREET
AUSTIN, TEXAS 78701 AUSTIN, TEXAS 78701
(512) 469-7500 (512) 469-7500
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number,
principal executive offices) including area code, of agent for service)
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Please address copies of all correspondence to:
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PHILLIP M. SLINKARD, ESQ. DOUGLASS M. RAYBURN, ESQ.
WILLIAM R. VOLK, ESQ. JOHN W. MARTIN, ESQ.
HUGHES & LUCE, L.L.P. BAKER & BOTTS, L.L.P.
111 CONGRESS AVENUE, SUITE 900 2001 ROSS AVENUE
AUSTIN, TEXAS 78701 DALLAS, TEXAS 75201-2980
(512) 482-6800 (214) 953-6500
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. [X] 333-34921
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE(1) FEE(2)
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Common Stock, no par value.......... 115,000 $18.375 2,113,125 $640.34
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(1) Calculated pursuant to Rule 457(c).
(2) $14,000 was paid in connection with the initial filing of Registration
Statement 333-34921, of which $13,608.33 should have been applied toward the
Registration Fee, leaving a balance of $391.67. A wire transfer of an
additional $350.00 was initiated on September 23, 1997.
The contents of Registration Statement No. 333-34921 are hereby
incorporated by reference pursuant to General Instruction V to Form S-1.
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SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Austin, State of
Texas on September 23, 1997.
SCHLOTZSKY'S, INC.
By: /s/ JOHN C. WOOLEY
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John C. Wooley
Chairman of the Board and President
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 on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ JOHN C. WOOLEY Chairman of the Board and September 23, 1997
- ----------------------------------------------------- President, (Principal
John C. Wooley Executive Officer),
Director
/s/ JEFFREY J. WOOLEY Director, Senior Vice September 23, 1997
- ----------------------------------------------------- President and General
Jeffrey J. Wooley Counsel
/s/ MONICA GILL Chief Financial Officer September 23, 1997
- ----------------------------------------------------- (Principal Financial
Monica Gill Officer and Principal
Accounting Officer)
/s/ FLOOR MOUTHAAN Director September 23, 1997
- -----------------------------------------------------
Floor Mouthaan
/s/ JOHN M. ROSILLO Director September 23, 1997
- -----------------------------------------------------
John M. Rosillo
/s/ RAYMOND A. RODRIGUEZ Director September 23, 1997
- -----------------------------------------------------
Raymond A. Rodriguez
/s/ AZIE TAYLOR MORTON Director September 23, 1997
- -----------------------------------------------------
Azie Taylor Morton
/s/ JOHN L. HILL, JR. Director September 23, 1997
- -----------------------------------------------------
John L. Hill, Jr.
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II-1
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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5.1 -- Opinion of Hughes & Luce, L.L.P.
24.1 -- Consent of Hughes & Luce, L.L.P. (included in their
opinion filed as Exhibit 5.1)
24.2 -- Consent of Coopers & Lybrand, L.L.P.
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EXHIBIT 5.1
OPINION OF HUGHES & LUCE, L.L.P.
September 23, 1997
Schlotzsky's, Inc.
200 West Fourth Avenue
Austin, Texas 78701
Ladies and Gentlemen:
On September 4, 1997, Schlotzsky's, Inc., a Texas corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-1 (File No. 333-34921) (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Act"), relating to the sale
by the Company and certain Selling Shareholders (as such term is defined in the
Registration Statement) of an aggregate of 2,200,000 shares of common stock, no
par value (the "Common Stock"), plus an additional 330,000 shares of Common
Stock subject to the exercise of an over-allotment option to be granted by the
Company and the Selling Shareholders (collectively, the "Shares"). On
September 23, 1997, the Company filed a registration statement on Form S-1
pursuant to Rule 462(b) to increase the number of shares of Common Stock
registered to 2,645,000 shares, plus an additional 345,000 shares subject to
the exercise of the over-allotment option granted by the Company and the
Selling Shareholders. We have acted as counsel to the Company in connection
with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or copies, certified to our satisfaction, of (i) the Articles of Incorporation
and the Bylaws of the Company, in each case as amended to date, (ii) copies of
resolutions of the Board of Directors of the Company authorizing the offering
and the issuance of the shares to be sold by the Company and related matters,
(iii) the Registration Statement, and all exhibits thereto, and (iv) such other
documents and instruments as we have deemed necessary for the expression of
opinions herein contained. In making the foregoing examinations, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to various
questions of fact
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Schlotzsky's, Inc.
September 23, 1997
Page 2
material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon the foregoing examination, we are of the opinion that the
Shares being sold by the Company and the Selling Shareholders, when sold to the
Underwriters as described in the Registration Statement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ HUGHES & LUCE, L.L.P.
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EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of
our report, dated February 28, 1997, on our audits of the consolidated financial
statements and financial statement schedule of Schlotzsky's, Inc. and
Subsidiaries. We also consent to the reference to our firm under the caption
"Experts."
COOPERS & LYBRAND L.L.P.
Austin, Texas
September 23, 1997
