<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1997.
REGISTRATION NO. 333-30593
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ROADHOUSE GRILL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
FLORIDA 65-0367604
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
</TABLE>
6600 N. ANDREWS AVE., SUITE 160
FORT LAUDERDALE, FLORIDA 33309
(Address of Principal Executive Offices) (Zip Code)
---------------------
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
AND
CHIEF EXECUTIVE OFFICER STOCK OPTION PLAN
(Full title of the plan)
DENNIS C. JONES
CHIEF FINANCIAL OFFICER
ROADHOUSE GRILL, INC.
6600 N. ANDREWS AVE., SUITE 160
FORT LAUDERDALE, FLORIDA 33309
(954) 489-9699
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
---------------------
COPY TO:
DAN BUSBEE
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE
SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information specified by Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with provisions of Rule 428 under the
Securities Act of 1933 (the "Securities Act") and the introductory Note to Part
I of Form S-8. The documents containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1).
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are incorporated by reference in this
Registration Statement. All documents subsequently filed by Roadhouse Grill,
Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a
post-effective amendment 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 in this Registration Statement and to be part
hereof commencing on the respective dates on which such documents are filed. Any
statement contained in a document incorporated or deemed to be 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 any other subsequently filed document which also is or is deemed to be
incorporated by reference herein 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.
(1) Annual Report on 10-K for the year ended December 29, 1996.
(2) Quarterly Reports on Form 10-Q for the quarters ended June 29 and March
30, 1997.
(3) All other reports filed or to be filed pursuant to Section 13(a) or
15(d) of the Exchange Act.
(4) The description of the Common Stock, par value $.03 per share (the
"Common Stock"), contained in the Company's Registration Statement on
Form S-1 dated September 26, 1996, as amended (Registration No.
333-12751) filed pursuant to Section 12 of the Exchange Act, and all
amendments thereto and reports which have been filed for the purpose of
updating such description (see, in particular, Amendment No. 1, filed
with the Commission on October 26, 1996).
(5) Roadhouse Grill Amended and Restated 1994 Stock Option Plan.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850 of the Florida Business Corporation Act permits, and, in
certain cases, requires, a corporation to indemnify certain persons, including
officers and directors and former officers and directors, and to purchase
insurance with respect to liability arising out of their capacity or status as
officers and directors. Such law provides further that the indemnification
permitted thereunder will not be deemed exclusive of any other rights to which
officers and directors may be entitled under the corporation's articles of
incorporation, bylaws, any agreement or otherwise. In addition, Section 607.0831
of the Florida Business Corporation Act presently limits the personal liability
of a director for monetary damages, except where the director (i) breaches his
or her fiduciary duties and (ii) such breach constitutes or includes certain
unlawful distributions or certain other reckless, wanton or willful acts or
misconduct.
Paragraph 10 of the Company's Articles of Incorporation and Article IX of
the Company's Bylaws provide that the Company, to the fullest extent permitted
by the Florida Business Corporation Act, shall indemnify any person made, or
threatened to be made, a party to any action or suit because he or she was or is
a director or officer of the Company or was serving at the request of the
Company as a director or officer of another corporation. Paragraph 10 of the
Company's Articles of Incorporation and Article IX of the
I-2
<PAGE> 4
Company's Bylaws, which will be filed as Exhibits 3.1 and 3.2, respectively, to
this Registration Statement, will be incorporated herein by reference.
The Company intends to maintain liability insurance for the benefit of its
directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<C> <S>
*4.1 -- Specimen of Certificate of Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1, dated
September 26, 1996).
*4.2 -- Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to Amendment
No. 3 to the Company's Registration Statement on Form
S-1, dated November 15, 1996).
*4.3 -- Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-1, dated September 26, 1996).
*4.4 -- Amended and Restated 1994 Stock Option Plan (incorporated
by reference to Exhibit 3.1 to Exhibit 10.37 to Amendment
No. 3 to the Company's Registration Statement on Form
S-1, dated November 15, 1996).
*4.5 -- Stock Option Agreement, dated February 10, 1994, between
the Company and J. David Toole III (incorporated by
reference to Exhibit 10.22 to the Company's Registration
Statement on Form S-1, dated September 26, 1996).
*4.6 -- Stock Option Agreement, dated October 1, 1994, between
the Company and J. David Toole III (incorporated by
reference to Exhibit 10.42 to Amendment No. 3 to the
Company's Registration Statement on Form S-1, dated
November 15, 1996).
*4.7 -- Stock Option Agreement, dated October 24, 1996, between
the Company and J. David Toole III (incorporated by
reference to Exhibit 10.41 to Amendment No. 3 to the
Company's Registration Statement on Form S-1, dated
November 15, 1996).
4.8 -- Severance Agreement, dated July 29, 1997, between the
Company and John David Toole III.
5.1 -- Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
*23.1 -- Consent of KPMG Peat Marwick L.L.P., Independent
Accountants.
*23.2 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in its opinion filed as Exhibit
5.1).
</TABLE>
- ---------------
* Previously filed
ITEM 9. UNDERTAKINGS.
The Company herein 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this Registration Statement;
I-3
<PAGE> 5
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this 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, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by
the final adjudication of such issue.
I-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Fort Lauderdale, State of Florida on August 18, 1997.
ROADHOUSE GRILL, INC.
By: /s/ DENNIS C. JONES
----------------------------------
Dennis C. Jones
Chief Financial Officer and
Assistant Secretary
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DENNIS C. JONES Chief Financial Officer and August 18, 1997
- ----------------------------------------------------- Assistant Secretary (Principal
Dennis C. Jones Financial Officer and
Principal Accounting Officer)
* Director August 18, 1997
- -----------------------------------------------------
K. P. Tan
* Director August 18, 1997
- -----------------------------------------------------
Philip Friedman
* Director August 18, 1997
- -----------------------------------------------------
Philip Ratner
* Director August 18, 1997
- -----------------------------------------------------
Ayman Sabi
</TABLE>
- ---------------
*By: /s/ DENNIS C. JONES
-----------------------------------
Dennis C. Jones
Attorney-in-fact
I-5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S>
*4.1 -- Specimen of Certificate of Common Stock of the Company
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1, dated
September 26, 1996.
*4.2 -- Articles of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to Amendment
No. 3 to the Company's Registration Statement on Form
S-1, dated November 15, 1996.
*4.3 -- Bylaws of the Company (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on
Form S-1, dated September 26, 1996.
*4.4 -- Amended and Restated 1994 Stock Option Plan (incorporated
by reference to Exhibit 3.1 to Exhibit 10.37 to Amendment
No. 3 to the Company's Registration Statement on Form
S-1, dated November 15, 1996.
*4.5 -- Stock Option Agreement, dated February 10, 1994, between
the Company and J. David Toole III (incorporated by
reference to Exhibit 10.22 to the Company's Registration
Statement on Form S-1, dated September 26, 1996).
*4.6 -- Stock Option Agreement, dated October 1, 1994, between
the Company and J. David Toole III (incorporated by
reference to Exhibit 10.42 to Amendment No. 3 to the
Company's Registration Statement on Form S-1, dated
November 15, 1996).
*4.7 -- Stock Option Agreement, dated October 24, 1996, between
the Company and J. David Toole III (incorporated by
reference to Exhibit 10.41 to Amendment No. 3 to the
Company's Registration Statement on Form S-1, dated
November 15, 1996).
4.8 -- Severance Agreement, dated July 29, 1997 between the
Company and John David Toole III.
5.1 -- Opinion of Locke Purnell Rain Harrell (A Professional
Corporation).
*23.1 -- Consent of KPMG Peat Marwick L.L.P., Independent
Accountants.
*23.2 -- Consent of Coopers & Lybrand L.L.P.
23.4 -- Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in its opinion filed as Exhibit
5.1).
</TABLE>
- ---------------
* Previously filed
<PAGE> 1
EXHIBIT 4.8
SEVERANCE AGREEMENT
This Severance Agreement is entered into as of July 29, 1997, by and
between Roadhouse Grill, Inc. (the "Company") and John David Toole, III
("Toole").
WHEREAS, Toole was employed by the Company pursuant to that certain
Employment Agreement dated October 1, 1994, as amended and superceded by that
certain Amended Employment Agreement dated October 24, 1996 (the "Employment
Agreement"), and pursuant to the Employment Agreement, served as President of
the Company; and
WHEREAS, Toole and the Company have mutually agreed to Toole's
resignation from employment by the Company and to set forth their agreement
with respect to such termination and certain other matters.
NOW, THEREFORE, in consideration of the agreements and covenants
hereinafter set forth, the parties agree as follows:
1. Termination of Employment. Effective as of July 29, 1997 (the
"Severance Date"), the employment of Toole by the Company will terminate and
Toole shall not have any further rights, whether to employment, compensation,
benefits, prior notification or otherwise, except as provided in this
Agreement.
2. Severance Compensation.
(a) Severance Pay. From and after the Severance Date, the
Company will pay to Toole an aggregate severance pay equal to $169,230.76
payable over forty-four (44) weeks in equal bi-weekly installments, commencing
with the first installment on August 4, 1997, net of applicable withholding
taxes ("Severance Pay").
(b) Bonus. For the current fiscal year ending December 28,
1997, Toole shall be entitled to a Bonus ("Bonus") in the amount of Fifty
Thousand Dollars ($50,000), payable within ninety (90) days after the end of
such fiscal year, if Net Income (as defined in Section 4.B.(4) of the
Employment Agreement) for such fiscal year exceeds the Net Income for the
immediately preceding fiscal year. No other bonus shall be payable pursuant to
this Agreement, the Employment Agreement, or otherwise. Such Bonus payment
shall be net of applicable withholding taxes.
(c) Manner of Payment. All payments of Severance Pay and Bonus
shall be mailed to Toole by regular mail at the address set forth herein or at
such other address as Toole may specify in writing. If Toole does not receive
any payment mailed by the Company within three (3) business days of the date it
is due, he may report it to the Company as "lost" in which event the Company
shall promptly issue and deliver to Toole a replacement check so that he
receives it the next day after he reports it lost.
<PAGE> 2
(d) Default. Failure of the Company to pay any payment of
any amount due Toole hereunder within ten (10) days of the date such payment is
due shall be a material breach of this Agreement and a "Default." In the event
of a Default, Toole may accelerate payment of Severance Pay and, if earned,
Bonus by giving written notice thereof to the Company, and the Company shall,
within ten (10) days of the date such notice is given, pay Toole in full and in
one lump sum, without discount, all unpaid Severance Pay and earned Bonus
(whether it was then due or to be paid at a later date).
(e) Late Payments. Commencing on Default, all due and unpaid
amounts of Severance Pay and Bonus shall accrue interest ("Interest") from the
date due until paid in full at an annual rate of ten percent (10%). Interest
shall be due and payable when accrued. All payments hereunder shall be applied
first to accrued and unpaid Interest, and then to Severance Pay and Bonus as
applicable.
3. Stock Options.
(a) Toole acknowledges that he holds currently stock options
to purchase 316,667 shares of the Company's Common Stock which were granted to
him pursuant to that certain Stock Option Agreement dated October 24, 1996 and
that certain Stock Option Agreement dated October 1, 1994 (collectively, the
"Stock Option Agreements"). A schedule of such options and the exercise prices
thereof are listed on Schedule A. Without regard to the provisions of Section
3.A. of the Option Agreements, such options shall be immediately exercisable
and deemed "vested."
(b) Toole shall be permitted at any time within one (1) year
from August 1, 1997 to exercise the stock options listed on Schedule A in the
manner specified in Sections 3.B. and 3.C. of the Option Agreements. Any
options not exercised within said one (1) year period shall thereupon expire
and be of no further force or effect. The Stock Option Agreements are hereby
amended to the extent necessary to effectuate the provisions of Sections 3(a)
and 3(b) hereof, and shall remain in full force and effect as so amended.
(c) The parties agree and acknowledge that while the Company
will not withhold any amounts for income tax purposes upon Toole's exercise of
the options, Toole will nonetheless report as income the amounts required under
Section 83 of the Internal Revenue Code of 1986, as amended, and Toole further
agrees to indemnify and hold the Company harmless from and against any loss,
penalties or associated costs arising as a consequence of any failure by Toole
to pay federal income taxes when due.
(d) The Company agrees to file and cause to become effective
within five (5) business days of the execution hereof, a registration statement
on Form S-8 under the Securities Act of 1933, as amended, with respect to the
Stock Option Agreements and to keep such registration statement effective until
all options thereunder have been exercised or have expired.
-2-
<PAGE> 3
4. Restrictive Covenants.
(a) Confidential Information and Noncompetition
Agreement. The provisions of Section 8 of the Employment Agreement shall remain
in full force and effect and are hereby incorporated in this Severance
Agreement by reference and made a part hereof.
(b) Non-disparagement and Future Conduct. Toole agrees that he
will not make any statements about or relating to the Company, its officers,
directors, shareholders, agents, independent contractors, or counsel which are
disparaging or likely to cause embarrassment. Further, Toole shall cooperate
with the Company in its efforts to insure an orderly transition by providing
consultation to the Company until the sooner to occur of six months from the
date hereof, or the hiring and orientation of a new chief executive for the
Company, provided the time at which the cooperation shall be rendered shall be
subject to advance notice and Toole's prior commitments. Such cooperation shall
not require any expenditure of money by Toole, and shall not require more than
an average of four hours of time per week.. The Company agrees that neither it
nor its officers or directors will make any statements about or relating to
Toole or his businesses which are disparaging or likely to cause embarrassment.
5. General Releases.
(a) Toole hereby releases, discharges and acquits the
Company and its subsidiaries, affiliates, representatives, agents, employees,
officers, directors, shareholders, counsel, assigns and successors
(collectively referred to as "Releases"), of and from all claims, demands, sums
of money, actions, rights, causes of action, obligations and liabilities which
Toole has against the Releasees relating to or arising out of the Employment
Agreement or Toole's employment by the Company, including, but not limited to,
wrongful discharge, breach of contract, tort, the Civil Rights Act, Age
Discrimination in Employment Act, Employee Retirement Income Security Act or
any other federal, state or local legislation or common law relating to
employment or discrimination in employment or otherwise; provided, however,
that nothing contained herein shall release the Company from its obligations to
Toole as a stockholder or pursuant to this Agreement or the Stock Option
Agreements (as amended hereby), including any right he may have to corporate
indemnification.
(b) The Company hereby releases, discharges and acquits
Toole of and from all claims, demands, sums of money, actions, rights, causes
of action, obligations and liabilities which the Company has or which the
Company or any successor or assign of the Company against Toole relating to or
arising out of by Employment Agreement or Toole's employment with the Company;
provided, however, that nothing contained herein shall release Toole from any
wilful or intentional misconduct.
-3-
<PAGE> 4
6. Indemnity Obligation. The indemnity obligation of the
Company to Toole, as an officer and director of the Company, shall continue in
accordance with, and the Company shall indemnify Toole to the full extent
permitted by, the terms and conditions of Paragraph 10 of the Company's
Articles of Incorporation and the Company's Bylaws with respect to actions
taken on or prior to the Severance Date notwithstanding the termination of
Toole's employment.
7. Advice of Counsel. Toole represents and warrants that he
has independently consulted with legal counsel and financial or other advisors
of his choice with respect to this Agreement, that he has entered into this
Agreement of his own free will, that he and such counsel have reviewed this
Agreement. The Company represents and warrants that it has consulted with legal
counsel in connection with this Agreement, and agrees that, pursuant to
appropriate conflict waivers received, the law firm of Ruden, McClosky, Smith,
Schuster & Russell, P.A. has represented Toole in connection with this
Agreement and not the Company.
8. Miscellaneous.
(a) Each party will bear its own costs and expenses in
connection with the preparation, negotiation and execution of this Agreement.
(b) In the event any party hereto institutes legal
proceedings in connection with, or for the enforcement of, this Agreement, the
prevailing party shall be entitled to recover its costs of suit, including
reasonable attorneys' fees, at both trial and appellate levels, from the
non-prevailing party.
(c) This Agreement contains the entire understanding and
agreement of the parties relating to the subject matter hereof and supersedes
all prior communications, commitments and understandings, and this Severance
Agreement may not be amended or modified except in a writing signed by both
parties hereto.
(d) This Agreement shall be governed by the laws of the
State of Florida without regard to the conflicts of laws principles thereunder.
(e) This Agreement may be executed in counterparts, each
of which shall be considered an original but which shall constitute one and
the same instrument.
(f) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors, assigns, heirs,
beneficiaries, estate, executor, personal representative and legatees.
(g) Any notice herein required or permitted to be given to
be effective shall be given in writing and may be personally delivered
(including delivery by private courier services) or
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<PAGE> 5
by telex, facsimile or telecopy, charges prepaid, to the party entitled thereto
addressed as set forth below (or to such other address as may be specified by a
party in accordance with this subsection), and shall be deemed to be duly given
or made when delivered by hand, unless such day is not a business day in which
case such delivery shall be deemed to be made or given as of the next
succeeding business day or, in the case of telex, facsimile or telecopy, when
sent, so long as it was received during normal business hours on a business day
and otherwise such delivery shall be deemed to be made or given as of the next
succeeding business day:
To: Mr. J. David Toole, III
2415 Riverlane Terrace
Ft. Lauderdale, Florida 33312
To: Roadhouse Grill, Inc.
6600 N. Andrews Ave.
Suite 160
Fort Lauderdale, Florida 33309
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY:
ROADHOUSE GRILL, INC.
By: /s/ DENNIS C. JONES
---------------------------
Dennis C. Jones
/s/ JOHN DAVID TOOLE, III
----------------------------
John David Toole, III
-5-
<PAGE> 6
SCHEDULE A
<TABLE>
<CAPTION>
# of Grant Exercise
Optionee Options Date Price
<S> <C> <C> <C>
John David Toole III 150,000 10/24/96 $5.58
John David Toole III 166,667 10/1/94 $7.50
-------
Total Shares 316,667
</TABLE>
<PAGE> 1
EXHIBIT 5.1
August 15, 1997
Mr. Dennis Jones
Roadhouse Grill, Inc.
6600 North Andrews Avenue
Suite 160
Fort Lauderdale, Florida 33309
Re: Registration of 833,332 shares of Common Stock, par value $0.03,
pursuant to an Amendment No. 2 to Registration Statement on Form
S-8
Ladies and Gentlemen:
We have acted as counsel for Roadhouse Grill, Inc., a Florida
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of 833,332(1)
shares of Common Stock, par value $0.03 per share, of the Company (the "Common
Stock") to be issued to officers, directors and employees of the Company for
the purposes and substantially upon the terms and conditions set forth in the
Company's Amended and Restated 1994 Stock Option Plan (the "Plan").
Based upon our examination of such papers and documents as we have
deemed relevant or necessary in rendering this opinion, and based on our review
of the Florida Business Corporation Act, we hereby advise you that we are of
the opinion that assuming, with respect to shares of Common Stock issued after
the date hereof, (i) the receipt of proper consideration for the issuance
thereof in excess of the par value thereof, (ii) the availability of a
sufficient number of shares of Common Stock authorized by the Company's
Articles of Incorporation then in effect, (iii) compliance with the terms of
any agreement entered into in connection with any options or shares of Common
Stock issued under the Plan, and (iv) no change occurs in the applicable law or
the pertinent facts, shares of Common Stock issued by the Company under the
Plan will, when and to the extent issued by the Company, be legally issued,
fully paid and non-assessable shares of Common Stock.
This opinion is addressed to you solely in connection with the matters
referred to herein and is not to be relied upon by any other person, except the
Nasdaq National Market and the Securities and Exchange Commission, or for any
other purpose.
- ----------
(1) Of the 833,332 shares of Common Stock covered by the Registration
Statement, 516,666 were registered on the initial Registration Statement
on Form S-8, filed with the Securities and Exchange Commission on
July 2, 1997.
<PAGE> 2
Roadhouse Grill, Inc.
August 15, 1997
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission. By so consenting, we do not thereby admit that our firm's consent
is required by Section 7 of the Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ DAN BUSBEE
--------------------------------
Dan Busbee
