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As filed with the Securities and Exchange Commission
on April 3, 1998
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
J. ALEXANDER'S CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of
incorporation or organization)
62-0854056
(I.R.S. employer identification number)
P.O. BOX 24300
3401 WEST END AVENUE, SUITE 260
NASHVILLE, TENNESSEE 37203
(Address of principal executive offices, including zip code)
J. ALEXANDER'S CORPORATION
1994 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
R. GREGORY LEWIS
P.O. BOX 24300
3401 WEST END AVENUE, SUITE 260
NASHVILLE, TENNESSEE 37203
(Name and address of agent for service)
(615) 269-1900
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered per share(1) offering price(1) fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 250,000 $4.54 $1,135,000 $335
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</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rules 457(h) and 457(c) under the
Securities Act of 1933, as amended ("Securities Act"), based on the average
of the high and low sales prices per share of the Registrant's Common Stock
as reported on the New York Stock Exchange on March 27, 1998.
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This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock,
par value $.05 per share (the "Common Stock"), of J. Alexander's Corporation, a
Tennessee corporation (the "Registrant"), issuable pursuant to the J.
Alexander's Corporation 1994 Employee Stock Incentive Plan. The Registrant's
previously filed Registration Statement on Form S-8 (No. 33-77476), as filed
with the Securities and Exchange Commission (the "Commission") on April 7, 1994,
is hereby incorporated by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997; and
2. The description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A filed by the Registrant to
register the Common Stock under the Exchange Act, including all
amendments and reports filed for the purpose of updating such
description prior to the termination of the offering of the
Common Stock offered hereby.
All documents and reports subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statements
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or replaced for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
herein) modifies or replaces such statement. Any statement so modified or
replaced shall not be deemed, except as so modified or replaced, to constitute a
part hereof.
Item 8. Exhibits
See Exhibit Index (page II-4)
Item 9. Undertakings
(a) The 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. 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 and 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
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aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(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 the undertakings in paragraphs (i) and (ii) above do not
apply if 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 Commission by the Registrant pursuant to Section 13 or 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.
(b) The 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 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 pursuant to the foregoing provisions, or otherwise, 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.
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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 the City of Nashville, State of Tennessee, on the 31st day of
March, 1998.
J. ALEXANDER'S CORPORATION
By: /s/ Lonnie J. Stout II
-------------------------------------
Lonnie J. Stout II
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Lonnie J. Stout II and R. Gregory Lewis,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lonnie J. Stout II Director and President and 3/31/98
- ----------------------------- Chief Executive Officer (Principal
Lonnie J. Stout II Executive Officer)
/s/ R. Gregory Lewis Chief Financial Officer 3/31/98
- ----------------------------- (Principal Financial Officer)
R. Gregory Lewis
/s/ Mark A. Parkey Controller 3/31/98
- ----------------------------- (Principal Accounting Officer)
Mark A. Parkey
/s/ Earl Beasley, Jr. Director 3/31/98
- -----------------------------
Earl Beasley, Jr.
/s/ E. Townes Duncan Director 3/31/98
- -----------------------------
E. Townes Duncan
Director 3/31/98
- -----------------------------
Garland G. Fritts
/s/ John L.M. Tobias Director 3/31/98
- -----------------------------
John L.M. Tobias
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
4.1 Charter (Exhibit 3(a) of the Registrant's Annual Report on Form 10-K for the year
ended December 30, 1990, is incorporated herein by reference)
4.2 Amendment to Charter dated February 7, 1997 (Exhibit 3(a)(2) of the Registrant's
Annual Report on 10-K for the year ended December 29, 1996, is incorporated herein
by reference)
4.3 Bylaws as currently in effect (Exhibit 3(b) of the Registrant's Annual Report on
Form 10-K for the year ended December 30, 1990, is incorporated herein by
reference)
4.4 Form of Indenture dated as of May 19, 1983, between the Registrant and First
American National Bank of Nashville, Trustee (Exhibit 4 of the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1983, is
incorporated herein by reference)
4.5 Rights Agreement dated May 16, 1989, by and between the Registrant and
NationsBank (formerly Sovran Bank/Central South) including Form of Rights
Certificate and Summary of Rights (Exhibit 3 to the Report on Form 8-K dated
May 16, 1989, is incorporated herein by reference)
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on Page II-3)
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B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
April 1, 1998
J. Alexander's Corporation
P.O. Box 24300
3401 West End Avenue, Suite 260
Nashville, Tennessee 37202
Re: J. Alexander's Corporation (the "Company")
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a registration
statement on Form S-8 (the "Registration Statement") relating to the Company's
1994 Employee Stock Incentive Plan, as amended (the "Plan"), filed by you with
the Securities and Exchange Commission covering 250,000 additional shares of the
Company's Common Stock (the "Common Stock") issuable pursuant to the Plan. In so
acting, we have examined and relied upon such records, documents and other
instruments as in our judgment are necessary or appropriate in order to express
the opinion hereinafter set forth and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
Bass, Berry & Sims PLC
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Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1994 Employee Stock Incentive Plan of
J. Alexander's Corporation of our report dated March 27, 1998, with respect to
the consolidated financial statements and schedule of J. Alexander's Corporation
included in the Annual Report (Form 10-K) for the year ended December 28, 1997,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Nashville, Tennessee
March 27, 1998 ERNST & YOUNG LLP
