As filed with the Securities and Exchange Commission on February 19, 1997
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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STOICO RESTAURANT GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 42-1177558
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3151 North Rock Road
Wichita, Kansas 67226
(Address, including zip code, of Registrant's principal executive offices)
STOICO RESTAURANT GROUP, INC. 1996 STOCK OPTION PLAN
(Full title of the Plan)
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Louis Stoico, Jr.
Chairman of the Board
Stoico Restaurant Group, Inc.
3151 North Rock Road
Wichita, Kansas 67226
(316) 636-5776
(Name, address, and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of securities Amount to be maximum aggregate offering Amount of
to be registered registered offering price registration
price per fee
share
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Common Stock,
par value $.01 per
share 480,000 shares $7.50 (1) $3,600,000(1) $1,091(1)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
<PAGE>
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission by Stoico Restaurant
Group, Inc. (the "Company") are incorporated in this Registration Statement on
Form S-8 (the "Registration Statement") by reference:
1. The Company's Prospectus contained in Form SB-2 Registration
Statement No. 333-5488-D filed with the Commission on August 29, 1996, as
amended by Amendment No. 1 filed with the Commission on October 6, 1996 and
Amendment No. 2 filed with the Commission on October 21, 1996; and
2. The description of the Company's Common Stock set forth on Form 8-A
Registration Statement filed with the Commission on October 16, 1996, as
amended by Amendment No. 1 filed with the Commission on October 30, 1996.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents.
Item 4: Description of Securities
Not applicable.
Item 5: Interests of Named Experts and Counsel
The validity of the shares of Common Stock being registered will be
passed upon for the Company by Blackwell Sanders Matheny Weary & Lombardi
L.C., Kansas City, Missouri. James M. Ash, a member of that law firm, is a
member of the Board of Directors of the Company and owns 12,224 shares of
Common Stock and an option to acquire an additional 4,075 shares of Common
Stock at an exercise price of $2.45 per share.
Item 6: Indemnification of Directors and Officers
The Articles of Incorporation of the Company contain provisions that
permit the indemnification of a director, officer, employee or agent of the
Company if a majority of the Board of Directors not a party to the action,
suit or proceeding, or independent legal counsel, determine the director,
officer, employee or agent met the applicable standard of conduct.
The Company has entered into indemnification agreements with certain
officers and directors. Under these agreements, the Company agreed to hold
harmless and indemnify each indemnitee to the full extent permitted by Section
145 of the Delaware General Corporation Law and against any and all expenses,
judgments, fines, penalties and costs in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative to which the indemnitee generally is made a
party by reason of the fact the indemnitee has, is or at the time becomes a
director or officer of the Company or any other entity at the request of the
Company. The indemnity does not cover liability arising out of fraudulent
acts, deliberate dishonesty or willful misconduct, violations of certain
securities laws, or if a court determines that such indemnification is not
lawful. In addition, the Bylaws of the Company provide for indemnification of
all officers and directors of the Company to essentially the same extent as
provided in the indemnification agreements.
The Company has obtained liability insurance coverage for its officers
and directors with respect to actions arising out of the performance of such
officer's or director's duty in his or her capacity as such.
Item 7: Exemption from Registration Claimed
Not applicable.
Item 8: Exhibits
4.1 Articles of Incorporation as filed with the Secretary of State of
Delaware (incorporated by reference to Exhibit 3(a) to the Company's Form SB-2
Registration Statement (No. 333-5488-D) filed on August 29, 1996).
4.2 Restated By-Laws (incorporated by reference to Exhibit 3(b) to the
Company's Form SB-2 Registration Statement filed on August 29, 1996).
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney.
Item 9: Undertakings
Rule 415 Offering.
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The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
<PAGE>
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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 (i) and (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 Company 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
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The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
Form S-8 Registration Statement.
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 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 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 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 Wichita, State of Kansas, on February 17, 1997.
STOICO RESTAURANT GROUP, INC.
By: /s/ LOUIS STOICO, JR.
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Louis Stoico, Jr.
President and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 17, 1997.
Signature Title
/s/ Louis Stoico, Jr.
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Louis Stoico, Jr. Chairman of the Board
(Principal Executive Officer)
/s/ Cathy K. Martsolf
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Cathy K. Martsolf (Principal Financial and Accounting Officer)
/s/ Louis Stoico, Jr.
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as attorney-in-fact
James M. Ash Director and Assistant Secretary
/s/ Louis Stoico, Jr.
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as attorney-in-fact
John T. Mosley Director
/s/ Louis Stoico, Jr.
_________________________ Director
as attorney-in-fact
Craig W. Barton
<PAGE>
EXHIBIT NO. DESCRIPTION OF EXHIBITS
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4.1 Restated Articles of Incorporation as filed with the Secretary
of State of Delaware (incorporated by reference to Exhibit
3(a) to the Company's Form SB-2 Registration Statement (No.
333-5488-D) filed on August 29, 1996).
4.2 Restated By-Laws (incorporated by reference to Exhibit 3(b) to
the Company's Form SB-2 Registration Statement No. 333-5488-D
filed on August 29, 1996).
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C.
(included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Powers of Attorney.
<PAGE>
EXHIBIT 5.1
[Blackwell Sanders letterhead]
February 17, 1997
Stoico Restaurant Group, Inc.
3151 North Rock Road
Wichita, Kansas 67226
Ladies and Gentlemen:
We refer to the Registration Statement of Stoico Restaurant Group, Inc.
(the "Company") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 480,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), to be issued under the Stoico Restaurant Group,
Inc. 1996 Stock Option Plan (the "Plan").
We have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.
Based upon the foregoing, it is our opinion that the 480,000 shares of
Common Stock under the Plan have been duly authorized, and, when purchased in
accordance with the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Matheny
Weary & Lombardi L.C.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
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The Board of Directors
Stoico Restaurant Group, Inc.
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Stoico Restaurant Group, Inc. of our report dated January 26,
1996, (March 19, 1996 as to Note 4, and September 23, 1996 as to Notes 9, 10,
11 and 12), relating to the consolidated balance sheets of Stoico Restaurant
Group, Inc. and subsidiaries as of December 26, 1995 and December 31, 1994 and
the related consolidated statements of operations, cash flows and
stockholders' equity for the fiscal years then ended, which report appears in
Form SB-2 Registration Statement of Stoico Restaurant Group, Inc., as
amended on October 21, 1996.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Wichita, Kansas
February 17, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Louis Stoico, Jr. attorney for the undersigned and in the name of and on
behalf of the undersigned to sign a Registration Statement on Form S-8 to be
filed by Stoico Restaurant Group, Inc., together with any and all amendments
which might be required from time to time with respect thereto, to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
with respect to the registration with the Securities and Exchange Commission
of shares of common stock of Stoico Restaurant Group, Inc., with full power
and authority in said attorney to do and perform in the name of and on behalf
of the undersigned every act whatsoever necessary or desirable to be done in
connection therewith as fully and to all intents and purposes as the
undersigned might or could do in person.
Executed this 17th day of February, 1997.
/s/ John T. Mosley
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John T. Mosley
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Louis Stoico, Jr. attorney for the undersigned and in the name of and on
behalf of the undersigned to sign a Registration Statement on Form S-8 to be
filed by Stoico Restaurant Group, Inc., together with any and all amendments
which might be required from time to time with respect thereto, to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
with respect to the registration with the Securities and Exchange Commission
of shares of common stock of Stoico Restaurant Group, Inc., with full power
and authority in said attorney to do and perform in the name of and on behalf
of the undersigned every act whatsoever necessary or desirable to be done in
connection therewith as fully and to all intents and purposes as the
undersigned might or could do in person.
Executed this 17th day of February, 1997.
/s/ James M. Ash
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James M. Ash
Director and Assistant Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Louis Stoico, Jr. attorney for the undersigned and in the name of and on
behalf of the undersigned to sign a Registration Statement on Form S-8 to be
filed by Stoico Restaurant Group, Inc., together with any and all amendments
which might be required from time to time with respect thereto, to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
with respect to the registration with the Securities and Exchange Commission
of shares of common stock of Stoico Restaurant Group, Inc., with full power
and authority in said attorney to do and perform in the name of and on behalf
of the undersigned every act whatsoever necessary or desirable to be done in
connection therewith as fully and to all intents and purposes as the
undersigned might or could do in person.
Executed this 17th day of February, 1997.
/s/ Craig W. Barton
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Craig W. Barton
Director
