<PAGE>
As filed with the Securities and Exchange Commission on January 7, 1999
Registration Statement No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GALVESTON'S STEAKHOUSE CORP.
(Exact name of registrant as specified in its charter)
Delaware 94-3248672
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
151 E. Alessandro Boulevard, Riverside, CA 92508
(Address of Principal Executive Offices) (Zip Code)
GALVESTON'S STEAKHOUSE OMNIBUS STOCK PLAN
1998 CONSULTANT STOCK PLAN
(Full title of the Plans)
Richard M. Lee, Chairman and Chief Executive Officer
Galveston's Steakhouse Corp.
151 E. Alessandro Boulevard, Riverside, CA 92508
(Name and address, including zip code of agent for services)
(909) 789-7606
(Telephone number, including area code, of agent for service)
Copies to:
Hank Gracin, Esq.
Lehman & Eilen
50 Charles Lindbergh Blvd., Suite 505
Uniondale, NY 11553
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, check the following box. [X]
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Page 1 of 12 pages
Exhibit Index at page 7
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share* Price* Fee
<S> <C> <C> <C> <C>
Common Stock, $.01
value, under the Galveston'
Steakhouse Omnibus
Stock Plan 400,000 $5.75 $2,300,000 $678.50
Common Stock, $.01 par
value, under the 1998
Consultant Stock Plan 175,000 $5.75 $1,006,250 $296.84
TOTALS 575,000 $3,881,250 $975.34
======= ========== =======
<FN>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457, on the basis of the closing sales price of the Registrant's Common
Stock as reported on NASDAQ on January 4, 1998.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement.
(a) Registrant's Transition Report on Form 10-KSB for the
fiscal year ended December 31, 1997, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended.
(b) Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998.
(c) The description of Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission on February 6,
1998 under Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after 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 hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Hank Gracin, Esq., counsel to Lehman & Eilen, owns 4,496 shares of
common stock of the Registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware
sets forth the conditions and limitations governing the indemnification of
officers, directors and other persons. References are made to Article VI of the
Registrant's Bylaws, a copy of which is incorporated herein by reference as
Exhibit 3.4, which provides for indemnification of officers and directors of the
Registrant to the full extent authorized by the aforesaid section of the General
Corporation Law of the State of Delaware.
Section 102(b) of the General Corporation Law of the State of Delaware
permits corporations to eliminate or limit the personal liability of a director
to the corporation or its stockholders for monetary damages for breach of the
fiduciary duty of care as a director. Reference is made to Article Tenth of the
Registrant's Restated Certificate of Incorporation, as amended, a copy of which
is incorporated herein by reference as Exhibit 3.1, which limits a director's
liability in accordance with the aforesaid section of the General Corporation
Law of the State of Delaware.
The Registrant has entered into Indemnification Agreements with its
executive officers and directors. These Indemnification Agreements provide that
the executive officers and directors will be indemnified to the fullest
<PAGE>
extent permitted by law against all expenses (including attorneys' fees),
judgments, fines and amounts paid or incurred by them for settlement in any
action or proceeding, including any derivative action, on account of their
service as a director or officer of the Company or of any subsidiary of the
Company or of any other company or enterprise in which they are serving at the
request of the Company. No indemnity will be provided to any director or officer
under these agreements on account of conduct which is finally adjudged to be
knowingly fraudulent or deliberately dishonest or willful misconduct. In
addition, no indemnification will be provided if there is a final adjudication
that such indemnification is not lawful, or in respect of any suit in which
judgment is rendered against a director or officer for an accounting of profits
made from a purchase or sale of securities of the Company in violation of
Section 16(b) of the Securities Exchange Act of 1934, or of any similar
statutory law, or on account of any compensation paid to a director or officer
which is adjudicated to have been in violation of law, and in certain other
circumstances.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description of Document
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4.1 Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to
Exhibit 3.1 of the Registrant's Registration
Statement on Form SB-2 (File No. 333-29093), as
amended (the "Registration Statement")).
4.2 Certificate of Correction to Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to Exhibit 3.2 of the Registrant's
Registration Statement).
4.3 Certificate of Amendment to Restated Certificate of
Incorporation the Company (incorporated herein by
reference to Exhibit 3.3 of the Registrant's
Registration Statement).
4.4 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.4 of the Registrant's
Registration Statement).
4.5 Galveston's Steakhouse Omnibus Stock Plan
(incorporated herein by reference to Exhibit 10.15
of the Registrant's Registration Statement).
4.6 1998 Consultant Stock Plan
5.1 Opinion of counsel re: legality of securities
being registered
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
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(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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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 this registration statement.
(2) That, for the purpose 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 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 of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant, 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.
<PAGE>
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 Riverside, California, on the 5th day of January, 1999.
GALVESTON'S STEAKHOUSE CORP.
By /s/ Richard Lee
------------------
RICHARD LEE, Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Date
/s/Richard Lee January 5, 1999
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Name: RICHARD LEE
Title: Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/Hiram Woo January 5, 1999
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Name: HIRAM WOO
Title: Director, President, Secretary and
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/Tom Edler January 5, 1999
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Name: TOM EDLER
Title: Director
/s/Mark W. Goudge January 5, 1999
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Name: MARK W. GOUDGE
Title: Director
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Document
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4.1 Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference to
Exhibit 3.1 of the Registrant's Registration
Statement on Form SB-2 (File No. 333-29093), as
amended (the "Registration Statement")).
4.2 Certificate of Correction to Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to Exhibit 3.2 of the Registrant's
Registration Statement).
4.3 Certificate of Amendment to Restated Certificate of
Incorporation the Company (incorporated herein by
reference to Exhibit 3.3 of the Registrant's
Registration Statement).
4.4 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.4 of the Registrant's
Registration Statement).
4.5 Galveston's Steakhouse Omnibus Stock Plan
(incorporated herein by reference to Exhibit 10.15
of the Registrant's Registration Statement).
4.6 1998 Consultant Stock Plan
5.1 Opinion of counsel re: legality of securities being
registered
23.1 Consent of Singer Lewak Greenbaum & Goldstein LLP
23.2 Consent of Counsel (included in Exhibit 5.1).
<PAGE>
EXHIBIT 4.6
CONSULTANT STOCK PLAN
I. Purpose of the Plan.
The purpose of this Plan is to further the growth of Galveston's
Steakhouse Corp. and its subsidiaries (together being the "Company") by allowing
the Company to compensate consultants and certain other persons providing bona
fide services to the Company, through the award of Galveston's Steakhouse Corp.
common stock.
II. Definitions.
Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:
1. "Award" means any grant of Common Stock made under this Plan.
2. "Board of Directors" means the Board of Directors of
Galveston's Steakhouse Corp.
3. "Code" means the Internal Revenue Code of 1986, as amended.
4. "Common Stock" means the common stock, no par value per
share, of Galveston's Steakhouse Corp.
5. "Date of Grant" means the day the Board of Directors
authorizes the grant of an Award or such later date as may be specified by the
Board of Directors as the date a particular Award will become effective.
6. "Participant" means any person or entity that renders bona fide
services to the Company (including, without limitation, the following: a person
employed by the Company in a key capacity; an officer or director of the
Company; a person or company engaged by the Company as a consultant; or a
lawyer, law firm, accountant or accounting firm; provided, however, that such
services must not be in connection with the offer or sale of securities in a
capital-raising transaction ).
7. "Subsidiary" means any corporation that is a subsidiary with
regard to as that term is defined in Section 424(f) of the Code.
III. Effective Date of the Plan.
The effective date of this Plan is January 4, 1999.
IV. Administration of the Plan.
The Board of Directors will be responsible for the administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan, the Board of Directors shall have full authority and
sole and absolute discretion to interpret this Plan, to prescribe, amend and
rescind rules and regulations relating to it, and to
<PAGE>
make all other determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on the
matters referred to in this Section shall be conclusive. The Board of Directors
shall have sole and absolute discretion to amend this Plan. No member of the
Board of Directors shall be liable for any act or omission in connection with
the administration of this Plan unless it resulted from the member's willful
misconduct.
V. Stock Subject to the Plan.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 175,000 shares. The Board of Directors may increase
the maximum number of shares of Common Stock as to which Awards may be granted
at such time as it deems advisable.
VI. Persons Eligible to Receive Awards.
Awards may be granted only to Participants.
VII. Grants of Awards.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Participant Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Participant will relate. No grant will be made if, in the judgment of the
Board of Directors, such a grant would constitute a public distribution within
the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules
and regulations promulgated thereunder.
VIII. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of an Award,
Galveston's Steakhouse Corp. shall deliver to the person who is the recipient of
the Award, a certificate or certificates registered in that person's name,
representing the number of shares of Common Stock that were granted. If
applicable, each certificate shall bear a legend to indicate that the Common
Stock represented by the certificate was issued in a transaction which was not
registered under the Act, and may only be sold or transferred in a transaction
that is registered under the Act or is exempt from the registration requirements
of the Act.
IX. Employment.
Nothing in this Plan or in the grant of an Award shall confer upon any
Participant the right to continue in the employ of the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Participant at any time for any reason whatsoever, with or without cause.
X. Laws and Regulations.
1. The obligation of Galveston's Steakhouse Corp. to sell and deliver
shares of Common Stock on the grant of an Award under this Plan shall be
subject to the condition that counsel for Gavleston's Steakhouse Corp. be
satisfied that the sale and delivery thereof will not violate the Act or any
other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in
order to provide officers and directors with certain exemptions from Section
16(b) of the Securities Exchange Act of 1934, as amended.
<PAGE>
XI. Withholding of Taxes.
If subject to withholding tax, the Company shall be authorized to
withhold from an Participant's salary or other cash compensation such sums of
money as are necessary to pay the Participant's withholding tax. The Company may
elect to withhold from the shares to be issued hereunder a sufficient number of
shares to satisfy the Company's withholding obligations. If the Company becomes
required to pay withholding taxes to any federal, state or other taxing
authority as a result of the granting of an Award and the Participant fails to
provide the Company with the funds with which to pay that withholding tax, the
Company may withhold up to 50% of each payment of salary or bonus to the
Participant (which will be in addition to any other required or permitted
withholding), until the Company has been reimbursed for the entire withholding
tax it was required to pay.
XII. Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of
a person granted an Award under this Plan prior to that date.
XIII. Delivery of Plan.
A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any, of
participation.
<PAGE>
EXHIBIT 5.1
January 7, 1999
Board of Directors
Galveston's Steakhouse Corp.
151 E. Alessandro Boulevard
Riverside, CA 92508
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, this letter relates to the Registration Statement on
Form S-8 filed by Galveston's Steakhouse Corp. (the "Company) with the
Securities and Exchange Commission on January 5, 1999 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 575,000 shares of common stock issuable under the
Galveston's Steakhouse Omnibus Stock Plan and 1998 Consultant Stock Plan
(herein, the "Shares").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the proceedings taken by the
Company in connection with the issuance of the Shares, the Registration
Statement and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such inquiries
of such officers and representatives, as we have deemed relevant or necessary as
a basis for the opinions hereinafter set forth.
In such examination, we have assumed without independent verification,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such latter documents. As to all questions of fact material to this opinion
that have not been independently established, we have relied upon
representations of the Company in the Registration Statement, certificates or
comparable documents of officers of the Company and of public officials.. Our
examination of matters of law has been limited to the Delaware General
Corporation Law.
Based on the foregoing, and subject to the qualifications stated
herein, as of the date hereof, it is our opinion that upon issuance and sale in
the manner described in the Registration Statement, such Shares will be validly
issued, fully paid and non-assessable. This opinion is being provided solely to
the Company and may not be relied upon by any other person. This opinion relates
only to the number of Shares set forth above.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name under the caption "Legal
Matters" in the Prospectus included therein.
Very truly yours,
Lehman & Eilen
<PAGE>
EXHIBIT 23.1
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Certified Public Accountants & Management Consultants
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 2, 1998, except as to notes 15 and 16, as
to which the date is May 29, 1998, accompanying the financial statements of
Galveston's Steakhouse Corp. appearing in the 1997 Annual Report of Galveston's
Steakhouse Corp. to its shareholders and accompanying the schedules included in
the Annual Report on Form 10-KSB for the year ended December 31, 1997 which are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports and to the use of our name as it appears under the caption "Experts".
/s/ Singer Lewak Greenbaum & Goldstein LLP
SINGER, LEWAK, GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
January 5, 1999
