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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1997.
REGISTRATION NO. 333-30593
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ROADHOUSE GRILL, INC.
(Exact name of registrant as specified in its charter)
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FLORIDA 65-0367604
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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6600 N. ANDREWS AVE., SUITE 160
FORT LAUDERDALE, FLORIDA 33309
(Address of Principal Executive Offices) (Zip Code)
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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)
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COPY TO:
DAN BUSBEE
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE
SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE(1)
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Common Stock, $.03 par value 316,666 shares(2) $5.50 $1,741,663 $530
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(1) Estimated solely for the purpose of calculating the registration fee. This
fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act
of 1933, as amended, on the basis of the average of the high and low prices
for the Common Stock of the Company reported on the Nasdaq -- National
Market System on August 6, 1997.
(2) Amount does not include 516,666 shares registered by the Company on July 2,
1997. The total number of option shares registered by the Company following
the filing of this Amendment No. 1 will be 833,332 shares.
In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers shares of Common Stock of the
Company issuable to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
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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).
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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 Report on Form 10-Q for the quarter ended 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
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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.
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*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).
*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).
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* 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;
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(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.
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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 8, 1997.
ROADHOUSE GRILL, INC.
By: /s/ DENNIS C. JONES
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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.
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SIGNATURE TITLE DATE
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/s/ DENNIS C. JONES Chief Financial Officer and August 8, 1997
- ----------------------------------------------------- Assistant Secretary (Principal
Dennis C. Jones Financial Officer and
Principal Accounting Officer)
* Director August 8, 1997
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K. P. Tan
* Director August 8, 1997
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Philip Friedman
* Director August 8, 1997
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Philip Ratner
* Director August 8, 1997
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Ayman Sabi
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*By: /s/ DENNIS C. JONES
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Dennis C. Jones
Attorney-in-fact
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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*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).
*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).
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* Previously filed
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EXHIBIT 23.1
[KPMG PEAT MARWICK LLP LETTERHEAD]
Independent Auditors' Consent
The Board of Directors
Roadhouse Grill, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Roadhouse Grill, Inc. of our report dated February 17, 1997, relating
to the balance sheets of Roadhouse Grill, Inc. as of December 29, 1996, and
December 31, 1995, and the related statements of operations, shareholders'
equity, and cash flows for each of the years in the two-year period then ended,
which report appears in the December 29, 1996, annual report on Form 10-K of
Roadhouse Grill, Inc.
/s/ KPMG PEAT MARWICK LLP
August 6, 1997
Miami, Florida
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement (File
No. 333-30593) of Roadhouse Grill, Inc. on Form S-8 of our report, dated March
10, 1995, on our audit of the statements of operations, shareholders' equity and
cash flows of Roadhouse Grill, Inc. for the year ended January 1, 1995, which
report is included in the Company's 1996 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Miami, Florida
August 6, 1997
