<PAGE> 1
As Filed With the Securities and Exchange Commission
on November 22, 1999
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 62-0854056
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
J. ALEXANDER'S CORPORATION
P. O. BOX 24300 37203
3401 WEST END AVENUE, SUITE 260 (Zip Code)
NASHVILLE, TENNESSEE
(Address of Principal Executive Offices)
J. Alexander's Corporation 1999 Loan Program
(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)
Copy to:
F. MITCHELL WALKER, JR.
BASS, BERRY & SIMS PLC
2700 FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to offering price aggregate offering Amount of
to be registered be registered per share (1) price (1) registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.05 per share 400,000 shares $2.25 $900,000 $250.20
===========================================================================================================
</TABLE>
(1) The offering price is 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 on the Registrant's Common Stock as
reported on the New York Stock Exchange on November 17, 1999.
<PAGE> 2
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 are incorporated herein by reference:
(a) The Annual Report on Form 10-K, for the fiscal year
ended January 3, 1999 (originally filed March 23,
1999, as amended May 14, 1999); and
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities and Exchange
Act of 1934 since the end of the fiscal year covered
by the Annual Report referenced above, including the
Registrant's Quarterly Reports on Form 10-Q for the
quarters ended April 4, 1999, July 4, 1999 and
October 3, 1999; and
(c) The description of the Registrant's Common Stock
contained in the effective 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 Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all shares covered hereby
have been sold or which deregisters all such shares then remaining unsold 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. 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 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable
II-1
<PAGE> 3
to the corporation. The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. In cases where the
director or officer is wholly successful, on the merits or otherwise, in the
defense of any proceeding instigated because of his or her status as a director
or officer of a corporation, the TBCA mandates that the corporation indemnify
the director or officer against reasonable expenses incurred in the proceeding.
The TBCA provides that a court of competent jurisdiction, unless the
corporation's charter provides otherwise, upon application, may order that an
officer or director be indemnified for reasonable expenses if, in consideration
of all relevant circumstances, the court determines that such individual is
fairly and reasonably entitled to indemnification, notwithstanding the fact that
(a) such officer or director was adjudged liable to the corporation in a
proceeding by or in the right of the corporation; (b) such officer or director
was adjudged liable on the basis that personal benefit was improperly received
by him; or (c) such officer or director breached his duty of care to the
corporation.
The Registrant's Charter and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by
applicable law. The Registrant's Bylaws provide further that the Registrant
shall advance expenses to each director and officer of the Registrant to the
full extent allowed by the laws of the state of Tennessee, both as now in effect
and as hereafter adopted. Under the Registrant's Charter and Bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.
The Registrant believes that its Charter and Bylaw provisions are
necessary to attract and retain qualified persons as directors and officers.
The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers. Under
this policy, the insurer agrees to pay, subject to certain exclusions, for any
claim made against a director or officer of the Registrant for a wrongful act by
such director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Exhibit Index (Page II-5)
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, as amended
(the "Securities Act");
(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 hereof) 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 the volume of securities offered (if the
total dollar value of securities would not
II-2
<PAGE> 4
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 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 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 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, each filing of the Registrant's
annual report pursuant to Section 13(a) or 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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 of 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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 19th day
of November, 1999.
J. ALEXANDER'S CORPORATION
By: /s/ Lonnie J. Stout II
--------------------------------------
Lonnie J. Stout II, President and
Chief Executive Officer
(Principal 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
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her 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
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his 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 as of the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Lonnie J. Stout II Chairman, President, Chief November 19, 1999
- ------------------------------- Executive Officer and Director
Lonnie J. Stout II (Principal Executive Officer)
/s/ R. Gregory Lewis Vice President and Chief November 19, 1999
- ------------------------------- Financial Officer (Principal
R. Gregory Lewis Financial Officer)
/s/ Mark A. Parkey Vice President and Controller November 19, 1999
- ------------------------------- (Principal Accounting Officer)
Mark A. Parkey
/s/ E. Townes Duncan Director November 19, 1999
- -------------------------------
E. Townes Duncan
/s/ Garland G. Fritts Director November 19, 1999
- -------------------------------
Garland G. Fritts
/s/ John M. Tobias Director November 19, 1999
- -------------------------------
John L. M. Tobias
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit Description
--- -------------------
<S> <C>
4.1 Description of J. Alexander's Corporation 1999 Loan Program
4.2 Form of Promissory Note under 1999 Loan Program
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-4)
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4.1
DESCRIPTION OF
J. ALEXANDERS CORPORATION 1999 LOAN PROGRAM
PROGRAM ELIGIBILITY
At its meeting on November 8, 1999, the Board of Directors of J.
Alexander's Corporation (the "Company") approved the 1999 Loan Program (the
"Program"). The Program is being made available to all regular full-time
employees of the Company and to all regular part-time employees of the Company
who have five or more years of service as of November 22, 1999. In the event
that shares of the Company's common stock, $.05 par value per share (the "Common
Stock") remain available for purchase under the Program after participating
employees have been allotted the appropriate number of shares, directors who are
not otherwise employed by the Company ("Outside Directors") may participate in
the Program and purchase the remaining shares on a pro rata basis. In no event,
however, shall any Outside Director borrow more than $100,000 pursuant to the
Program. The Program is not available to those employees who are on probation or
who are employed (i) to perform a specific assignment, (ii) for a period of time
of limited duration, (iii) at a location, business unit or division that is
being closed, or (iv) who have failed, when required, to execute and deliver a
nondisclosure agreement. All requests by eligible employees to participate in
the Program are subject to approval, disapproval or reductions in loan amount by
certain officers of the Company, including the President, Chief Executive
Officer, Chief Financial Officer, Secretary and any Vice-President (the
"Officers").
LEVELS OF PARTICIPATION
In order to participate in the Program, a participant must agree to
borrow a minimum of $10,000. If an employee's base salary is less than $50,000,
the maximum amount of the Loan to the employee under the Program will be limited
to 50% of the employee's base salary. If an employee's base salary is greater
than or equal to $50,000, the maximum amount of the Loan available to the
employee under the Program will be limited to 100% of base salary. The actual
amount of shares purchased under the Program (and, thus, the actual amount of
the Loan to a participant) may be affected by the ability of the Company to pro
rate purchases in certain circumstances. See "Method of Purchases." The
Compensation Committee or the Officers may, in their sole discretion and if
requested, approve a greater amount.
LOAN TERMS
AMOUNT
The Loan to an employee will be in an original principal amount equal
to $10,000 and increments above that amount of $2,500, as selected by the
employee. The Loan will be unsecured but will be full recourse to the employee.
This means the Loan will represent an unconditional promise to repay the
principal amount borrowed plus accrued interest irrespective
<PAGE> 2
of the value of the shares of Common Stock purchased pursuant to the Plan. The
Loan will mature on December 31, 2006. Loans may become due and payable at
earlier times upon the occurrence of certain events. See "Other Terms" below.
INTEREST
The Loan will accrue interest from the later of the date of the last
purchase of shares under the Program or December 6, 1999 ("Closing") until paid
in full at a rate of 3% per year. The interest rate may increase in the event
any of the shares (including Special Stock Bonus Awards, as hereinafter defined)
acquired under the Program are sold, pledged or otherwise transferred or, unless
certain arrangements are made, if any of such shares are withdrawn from the
participant's account with J.C. Bradford & Co. (the "Investing Broker"). See
"Other Terms" below.
PAYMENTS
Payment amounts will be based on a 3% interest rate per annum. The
interest will be payable quarterly, with payment due on March 31, June 30,
September 30, and December 31, of each year (each date individually a "Payment
Date"), until December 31, 2006, at which time there will be a "balloon" payment
of the unpaid interest and the entire principal amount due. Notwithstanding the
foregoing, in the event that a participant receives from the Company bonus
compensation, that amount of principal equal to 30% of such bonus shall become
immediately due and payable.
The following examples illustrate these payment terms.
EXAMPLE 1: If an employee borrows $10,000, beginning with the
Payment Date following the Closing, the employee
would repay $75.00 per quarter (i.e., every three
months) until December 31, 2006. At that time an
additional payment of $10,000 representing the
principal balance of the Loan will also be due and
payable.
EXAMPLE 2: An employee borrows $10,000. The quarterly
payments are illustrated in Example 1 above. One year
later, the employee receives a bonus from the Company
of $2,500. A payment of $750 would become immediately
due and payable, reducing the amount of principal
owed to $9,250. Thereafter, a payment amount of
$69.37 would be due on each Payment Date through
December 31, 2006. On December 31, 2006, an
additional payment of $9,250, representing the
remaining principal balance of the Loan, will also
become due and payable.
2
<PAGE> 3
OTHER TERMS
All Loans under the Program may be prepaid at any time. Prepayments
will be applied first to accrued but unpaid interest and then to principal.
A Loan will become due and payable at the option of the Company in the
event of (i) the failure by an employee to make any payment when due; (ii) an
employee's insolvency, application for appointment of receiver, filing of a
petition under any bankruptcy law or the making of an assignment for the benefit
of creditors; (iii) an employee's death or long-term disability or (iv)
termination of employment with the Company or its subsidiaries, whether
voluntary or involuntary, except that if, at the time of termination, the
employee pledges the Common Stock acquired under the Program (including the
Special Stock Bonus Award and if vested, the Restricted Stock Award, each as
hereinafter defined) or provides other collateral acceptable to the Company to
secure the Loan, the Company will not cause the Loan to become due and payable
before 90 days following such termination.
Because the Program is designed to encourage employee ownership of
Common Stock, if any shares of Common Stock acquired by a participant under the
Program (including the Special Stock Bonus Award and the Restricted Stock Award)
are sold, pledged (other than to the Company) or otherwise transferred, the
interest rate on the Loan will be immediately adjusted to a "market rate" which
the Company has determined to be the Prime Rate, as announced by Bank of
America, N.A., plus 7%, and payments will also commence immediately at the
higher rate. The next payment which would otherwise be due will be immediately
due and payable, and the remaining quarterly payment amounts will be increased
to reflect the higher rate on the Loan. If a participant withdraws any such
shares from his or her account with the Investing Broker, the participant must
make arrangements satisfactory to the Company regarding the registration and/or
custody of the share certificates so that the Company can determine the interest
rate and payment terms applicable to the participant's Loan; a failure to make
such arrangements will result in the interest rate and payment terms being
adjusted as described above. A participant shall not be deemed to have
transferred or withdrawn shares acquired under this Program so long as the
number of shares held in the participant's account with the Investing Broker is
not less than the number of shares acquired under this Program (including the
Special Stock Bonus Award).
The Company will consider waiving the foregoing interest rate
adjustment if the purpose of the sale is (x) to fund a medical emergency or
other financial hardship, (y) to fund an educational need or (z) to pay the
exercise price of Company stock options. In the event the proceeds of the sale
are used to fund an educational need, the Company will not consider a waiver
unless the then-existing market price of the shares to be sold is less than or
equal to 50% of the excess of (a) the then-existing market price of all of the
shares acquired by the employee under this Program (including the Special Stock
Bonus Awards and the Restricted Stock Award) over (b) the then-existing balance
of the Loan. Any decision to waive the interest rate adjustment is solely within
the Company's discretion and must be made in advance by the Company's Human
Resources Department. If shares acquired under the Program are used to pay the
exercise price
3
<PAGE> 4
of Company stock options and if a participant deposits into his or her account
with the Investing Broker a number of shares obtained upon exercise of an option
equal to the number of shares used to pay the exercise price of an option, no
interest rate adjustment will result from such transfer.
Neither a Loan nor any rights or obligations thereunder will be
transferable by the participant except by will or the laws of descent and
distribution. The promissory note evidencing the Loan may be sold or transferred
by the Company.
SPECIAL STOCK BONUS AWARD
Participants in the Program (other than Outside Directors) will receive
a stock bonus of one share of Common Stock for every 20 shares of Common Stock
purchased under the Program (a "Special Stock Bonus Award"). This Special Stock
Bonus Award will be issued pursuant to the Company's Employee Stock Incentive
Plan (the "Plan"). Special Stock Bonus Awards will be rounded to the nearest
whole number of shares. The timing of the delivery of a Special Stock Bonus
Award to or on behalf of a participant shall be as determined by the Officers.
No Special Stock Bonus Award will be made for an increase or decrease in a
number of shares of Common Stock held resulting solely from a subdivision or
consolidation of shares, the payment of a stock dividend, a stock split or other
change in capitalization. Special Stock Bonus Awards will be appropriately
adjusted to reflect the effects of such a change.
RESTRICTED STOCK AWARD
Participants in the Program (other than Outside Directors) will
receive, in addition to the Special Stock Bonus Award described above, a bonus
of one share of restricted Common Stock for every 20 shares of Common Stock
purchased under the Program (a "Restricted Stock Award"). Each Restricted Stock
Award will be issued under the Plan, and will vest at the rate of 20% of the
number of shares covered by such award on each of the second through the sixth
anniversaries of the later of (i) December 6, 1999 or (ii) the date of the last
purchase of shares under the Program. Upon the occurrence of any of the
following events, that portion of a participant's Restricted Stock Award that
has not previously vested shall be immediately forfeited: (i) termination of the
participant's employment with the Company or its subsidiaries, whether voluntary
or involuntary (including by death or disability), (ii) except in the limited
circumstances described below, any shares of Common Stock acquired by the
participant under the Program (including the Special Stock Bonus Award and the
vested portion, if any, of the Restricted Stock Award) are sold, pledged (other
than to the Company) or otherwise transferred, or (iii) unless the participant
makes satisfactory arrangements with the Company as described under "Other
Terms" above, the participant withdraws any shares referred to in clause (ii)
above from his or her account with the Investing Broker.
4
<PAGE> 5
The Company will consider waiving the forfeiture of the unvested
portion of the Restricted Stock Award in the event of a sale described in clause
(ii) above if the purpose of the sale is (x) to fund a medical emergency or
other financial hardship, (y) to fund an educational need or (z) to pay the
exercise price of Company stock options. In the event the proceeds of the sale
are used to fund an educational need, the Company will not consider a waiver
unless the then-existing market price of the shares to be sold is less than or
equal to 50% of the excess of (a) the then-existing market price of all of the
shares acquired by the employee under this Program (including the Special Stock
Bonus Awards and the Restricted Stock Award) over (b) the then-existing balance
of the Loan. Any decision to waive the forfeiture of a Restricted Stock Award is
solely within the Company's discretion and must be made in advance by the
Company's Human Resources Department. If shares acquired under the Program are
used to pay the exercise price of Company stock options and if a participant
deposits into his or her account with the Investing Broker a number of shares
obtained upon exercise of an option equal to the number of shares used to pay
the exercise price of an option, no forfeiture will result from such transfer.
Restricted Stock Awards will be rounded to the nearest whole number of
shares and will, when vested, be deposited directly into the participant's
account with the Investing Broker. The timing of the delivery of a Restricted
Stock Award on behalf of a participant shall be as determined by the Officers of
the Company. No Restricted Stock Award will be made for an increase in the
number of shares of Common Stock held resulting solely from a subdivision or
consolidation of shares, the payment of a stock dividend, a stock split or other
change in capitalization. Restricted Stock Awards will be appropriately adjusted
to reflect the effects of such a change.
During the period of restriction, participants holding Restricted Stock
Awards may exercise all voting rights with respect to the shares covered thereby
and are entitled to receive all dividends and other distributions paid with
respect to those shares. The unvested portion of a Restricted Stock Award may
not be sold, pledged or otherwise transferred or withdrawn from the
participant's account with the Investing Broker.
METHOD OF PURCHASES
In order to participate in the Program, each eligible participant must
complete and return the enclosed Enrollment Agreement to Human Resources no
later than DECEMBER 6, 1999. Upon execution of the Enrollment Agreement, the
participant irrevocably agrees, subject to any applicable disclosure
requirements, to borrow the amount indicated in the Enrollment Agreement and
agrees to execute and deliver promissory notes and other agreements that the
Company deems necessary or appropriate to implement the Program. Each Enrollment
Agreement is subject to acceptance or rejection by the Company, in whole or in
part. The Company will begin accepting Enrollment Agreements as soon as
reasonably practicable and will instruct the Investing Broker to begin
purchasing shares of Common Stock under the Program. The purchase price for a
participant's stock will be determined by the average price paid for all of the
Common
5
<PAGE> 6
Stock purchased for all participants pursuant to the Program. Shares acquired
under this Program will be purchased by the Investing Broker either in the open
market or in privately negotiated transactions.
When executing an Enrollment Agreement a participant may indicate
whether he or she wishes to participate if the average per share purchase price
exceeds certain limits ($3 or $4 per share or no limit). If the limit chosen by
a participant is exceeded none of the participant's request will be filled. If
no election is made the participant will be deemed to have selected no limit on
the average per share purchase price for purposes of such participant's
enrollment in the Program.
The maximum aggregate number of shares available for purchase under the
Program is 400,000 and the maximum aggregate amount of loans authorized is $1
million. In the event the aggregate purchases requested by participants exceeds
the Program's capacity or if the purchase price or time required to complete
purchases becomes excessive, in the judgment of the Officers of the Company, the
amounts requested by employees may be reduced pro rata. Any such reduction shall
not affect an employee's ability, based on the amount he or she requested, to
participate in the Program (see "Levels of Participation").
A participant will have full shareholder rights with respect to shares
of Common Stock acquired pursuant to the Program including the right to vote the
shares. A participant has the right to sell, pledge or otherwise dispose of such
shares, however such actions may result in a higher interest rate being
thereafter charged on the Loan.
6
<PAGE> 1
EXHIBIT 4.2
PROMISSORY NOTE
$_____________ DECEMBER __, 1999 NASHVILLE, TENNESSEE
FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order
of J. Alexander's Corporation ("Holder") the principal amount of
$_______________________, with interest thereon, as set forth on the attached
Exhibit A, principal and interest being due and payable in accordance with the
payment schedule set forth on Exhibit A. Both principal and interest shall be
negotiable and payable in lawful money of the United States of America, without
offset, at ____________________ or such other place as the Holder may designate
in writing. In no event shall the interest payable in respect of the
indebtedness evidenced hereby exceed the maximum rate of interest from time to
time allowed to be charged by applicable law (the "Maximum Rate"). Interest
shall be calculated on the basis of a 360-day year and the actual number of days
elapsed, to the extent permitted by applicable law.
The entire unpaid balance of principal and interest then outstanding
shall become due and payable in full on December 31, 2006. Interest shall
continue to accrue at the applicable rate on any overdue principal and, to the
extent permitted by law, overdue interest from the due date thereof and shall be
due and payable on demand. The principal balance may be prepaid, in whole or in
part, at any time or from time to time without penalty. Any prepayment shall
include interest to the date it is made. All payments in respect of the
indebtedness evidenced hereby shall be applied to principal, accrued interest
and charges and expenses owing under or in connection with this Note in such
order as Holder elects, except that payments shall be applied to accrued
interest before principal.
Maker acknowledges that the indebtedness represented by this Note was
incurred to enable Maker to acquire shares of J. Alexander's Corporation common
stock $.05 par value per share, ("Common Stock") pursuant to J. Alexander's
Corporation 1999 Loan Program (the "Program"). If any shares of Common Stock
acquired by Maker under the Program (including Special Stock Bonus Awards or
Restricted Stock Awards, as defined in the Program) (collectively the "Shares")
are sold, pledged (other than to the Holder) or otherwise transferred (each a
"Transfer"), the interest rate on this Note will be adjusted as of the date of
Transfer to an annual rate (the "Disposition Rate") equal to the lesser of (a)
the Maximum Rate, or (b) the then Prime Rate as announced by Bank of America,
N.A. plus 7% . Maker will be required to begin immediately to make payments
under this Note pursuant to a new Exhibit A which will be provided to Maker by
Holder within thirty (30) days of the date of Transfer, and which Exhibit will
provide for regular payments in an amount sufficient to fully repay this Note at
the Disposition Rate in substantially equal installments by December 31, 2006.
The next payment which would otherwise be due will be immediately due and
payable and the remaining quarterly payment amounts will be increased to reflect
the Disposition Rate. If Maker withdraws any of the Shares from his or her
account with the Investing Broker (as defined in the Program), Maker must make
arrangements satisfactory to Holder regarding the registration and/or custody of
the share certificates so that the Holder can determine the interest rate
<PAGE> 2
applicable to this Note; a failure to make such arrangements will result in the
interest rate and payment terms being adjusted as described above.
In the event Maker receives from J. Alexander's Corporation bonus
compensation in addition to his or her base salary, that amount of then
outstanding principal equal to 30% of such bonus shall become immediately due
and payable and the remaining quarterly payments will be decreased to reflect
the decrease in the amount of principal outstanding.
This Note and all accrued but unpaid interest will become due and
payable at the option of the Holder in the event of (i) the failure by Maker to
make any payment when due; (ii) Maker's insolvency, application for appointment
of receiver, filing of a petition under any bankruptcy law or the making of an
assignment for the benefit of creditors; (iii) Maker's death or disability or
(iv) termination of employment with J. Alexander's Corporation or its
subsidiaries, whether voluntary or involuntary, except that if, at the time of
termination, Maker pledges the Shares or provides other collateral acceptable to
Holder to secure this Note, Holder will not cause this Note to become due and
payable before 90 days following such termination. Any failure of the Holder to
exercise such option shall not be deemed a waiver of the right to exercise the
same in the event of any subsequent event triggering such option.
To the extent permitted by applicable law, Maker shall pay to Holder a
late charge equal to five percent (5%) of any payment hereunder that is not
received by Holder within five (5) days of the date on which it is due, in order
to cover the additional expenses incident to the handling and processing of
delinquent payments; provided, however, that no late charge will be imposed on
any payment made on time and in full solely by reason of any previously accrued
and unpaid late charge; and provided further that nothing in this paragraph
shall be deemed to waive any other right or remedy of Holder by reason of
Maker's failure to make payments when due hereunder.
To the fullest extent permitted by law Maker (i) waives presentment,
protest and notice of dishonor; (ii) waives to the extent permitted by law the
right to claim any homestead or similar exemption as to the debt evidenced by
this Note; (iii) agrees to pay all collection expenses, including reasonable
attorney fees and court costs, incurred in the collection of this Note or any
part hereof and (iv) agrees that any action to collect this Note or any part
hereof may be instituted and maintained in a court having appropriate
jurisdiction and located in the City of Nashville, or County of Davidson,
Tennessee (the undersigned hereby irrevocably submitting, to the fullest extent
permitted by law, to personal jurisdiction in such locations for these
purposes).
Notwithstanding anything to the contrary contained herein, in no event
whatsoever shall the aggregate amounts charged or collected as interest on this
Note exceed the Maximum Rate. In the event that a court determines that the
Holder has charged or received interest hereunder in excess of the Maximum Rate,
the rate in effect hereunder shall automatically be reduced to the Maximum Rate
and the Holder shall promptly refund to Maker any interest received by Holder in
excess of the Maximum Rate or, at Holder's option, Holder shall apply such
excess to the principal balance of this Note.
If any provision hereof is invalid or unenforceable in any
jurisdiction, then, to the fullest
<PAGE> 3
extent permitted by law, (i) the other provisions hereof shall remain in full
force and effect and shall be liberally construed in order to carry out the
intentions of the parties as nearly as may be possible and (ii) the invalidity
or unenforceability of any provision hereof in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction.
This Note has been negotiated, executed and delivered in the State of
Tennessee, and is intended as a contract under and shall be construed and
enforceable in accordance with the laws of Tennessee, without application of
Tennessee conflicts of laws rules, except to the extent that federal law may
govern the Maximum Rate.
As used herein, the terms "Maker" and "Holder" shall be deemed to
include their respective successors, legal representatives and assigns, whether
by voluntary action of the parties or by operation of law.
IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be
executed as of the date first above written.
Maker:
-----------------------------------
-----------------------------------
(Print Name)
<PAGE> 1
EXHIBIT 5
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
NASHVILLE, TENNESSEE 37238-2700
(615) 742-6200
www.bassberry.com
KNOXVILLE OFFICE: MEMPHIS OFFICE:
1700 RIVERVIEW TOWER 119 S. MAIN STREET, SUITE 500
KNOXVILLE, TN 37901-1509 MEMPHIS, TN 38103
(423) 521-6200 (901) 312-9100
November 22, 1999
J. Alexander's Corporation
P. O. Box 24300
3401 West End Avenue, Suite 260
Nashville, Tennessee 37203
Re: 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 J.
Alexander's Corporation 1999 Loan Program (the "Program"), filed by you with the
Securities and Exchange Commission covering 400,000 shares of the Company's
common stock $.05 par value, (the "Shares"), subject to purchase pursuant to the
Program. 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 Shares
purchased pursuant to and in accordance with the Program are 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
----------------------------------------
<PAGE> 1
EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 and the related Prospectus pertaining to the J. Alexander's Corporation
1999 Loan Program of our report dated March 22, 1999, with respect to the
consolidated financial statements and schedule of J. Alexander's Corporation
included in its Annual Report (Form 10-K) for the year ended January 3, 1999,
filed with the Securities and Exchange Commission.
Nashville, Tennessee
November 16, 1999
/s/ Ernst & Young LLP
-------------------------------------
