As filed with the Securities and Exchange Commission on November 13, 2000
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
STEAKHOUSE PARTNERS, INC.
(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.)
10200 Willow Creek Road, San Diego, CA 92131
(Address of Principal Executive Offices) (Zip Code)
GALVESTON'S STEAKHOUSE CORP. 1999 STOCK OPTION PLAN
STEAKHOUSE PARTNERS, INC. 1999 STOCK OPTION PLAN
STEAKHOUSE PARTNERS, INC. YEAR 2000 INCENTIVE PLAN
STEAKHOUSE PARTNERS, INC. MILLENNIUM CONSULTANT STOCK PLAN
(Full title of the Plans)
Richard M. Lee, Chairman and Chief Executive Officer
Steakhouse Partners, Inc.
10200 Willow Creek Road, San Diego, CA 92131
(Name and address, including zip code of agent for services)
(858) 689-2333
(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>
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 par
value, under the Galveston
Steakhouse Corp. 1999
Plan 500,000 $4.00 $2,000,000 $528.00
Common Stock, $.01 par
value, under the Company's
1999 Stock Option Plan 1,000,000 $4.00 $4,000,000 $1,056.00
Common Stock, $.01 par
value, under the Company's
Year 2000 Incentive Plan 5,000,000 $4.00 $20,000,000 $5,280.00
Common Stock, $.01 par value,
under the Company's Millennium
Consultant Plan 150,000 $4.00 $600,000 $158.40
TOTALS 6,650,000 $26,600,000 $7,022.40
========= =========== =========
</TABLE>
*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 November 9, 2000.
<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 Annual Report on Form 10-KSB for the fiscal year ended
December 28, 1999, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended.
(b) Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 21, 2000, June 13, 2000 and September 5, 2000.
(c) Registrant's Current Report on Form 8-K filed on August 3, 2000.
(d) 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, as amended.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Hank Gracin, Esq., a partner of Lehman & Eilen LLP, owns 4,496 shares
of the Registrant's Common Stock.
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 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.
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Description of Document
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3.1 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")).
3.2 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).
3.3 Certificate of Amendment to Restated Certificate of
Incorporation of the Company (incorporated herein by
reference to Exhibit 3.3 of the Registrant's
Registration Statement).
3.4 By-Laws of the Company (incorporated herein by
reference to Exhibit 3.4 of the Registrant's
Registration Statement).
4.1 Galveston's Steakhouse Corp. 1999 Stock Option Plan
(incorporated herein by reference to Exhibit B
of the Registrant's Definitive Proxy Statement
filed with the Securities & Exchange Commission
on July 9, 1999)
4.2 Steakhouse Partners, Inc. 1999 Stock Option Plan
(incorporated herein by reference to Exhibit A of the
Registrant's Definitive Proxy Statement filed with
the Securities & Exchange Commission on May 12, 2000)
4.3 Steakhouse Partners, Inc. Year 2000 Incentive Plan
(incorporated herein by reference to Exhibit B
of the Registrant's Definitive Proxy Statement
filed with the Securities & Exchange Commission
on May 12, 2000)
4.4 Steakhouse Partners, Inc. Millennium 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>
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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 San Diego, California, on the 1st day of November, 2000.
STEAKHOUSE PARTNERS, INC.
By /s/ Richard M. Lee
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RICHARD M. 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 M. Lee
-------------------------- November 1, 2000
Name: RICHARD M. LEE
Title: Chairman of the Board of Directors and
Chief Executive Officer
(Principal Executive Officer)
/s/Hiram Woo November 1, 2000
--------------------------
Name: HIRAM WOO
Title: Director, President, Secretary and
Director
/s/Joseph L. Wulkowicz November 1, 2000
--------------------------
Name: JOSEPH L. WULKOWICZ
Title: Chief Financial Officer
(Principal financial and accounting officer)
/s/Tom Edler November 1, 2000
--------------------------
Name: TOM EDLER
Title: Director
/s/Mark W. Goudge November 1, 2000
--------------------------
Name: MARK W. GOUDGE
Title: Director
/s/Tod Lindner November 1, 2000
--------------------------
Name: TOD LINDNER
Title: Director
