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As filed with the Securities and Exchange Commission
on June 30, 2000
Registration No.333-_______
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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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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
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<S> <C> <C> <C> <C>
Common Stock 400,000 $3.75 $1,500,000 $396
=================================================================================================
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(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 June 26, 2000.
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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, as amended. The
Registrant's previously filed Registration Statements on Form S-8 (No. 33-77476
and No. 333-49393), as filed with the Securities and Exchange Commission (the
"Commission") on April 7, 1994 and April 3, 1998, respectively, are 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, as amended, for
the fiscal year ended January 2, 2000;
2. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended April 2, 2000; and
3. 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 Securities 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 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock registered hereby will be
passed upon for the Registrant by Bass, Berry & Sims PLC, Nashville, Tennessee.
J. Bradbury Reed, a member of Bass, Berry & Sims PLC, is a director of the
Registrant. Mr. Reed beneficially owns approximately 55,712 shares of Common
Stock.
Item 8. Exhibits
See Exhibit Index (page II-4)
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:
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(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 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 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 (a)(1)(i) and (a)(1)(ii)
above 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 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 undersigned 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 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 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, 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 28th day of
June, 2000.
J. ALEXANDER'S CORPORATION
By: /s/ Lonnie J. Stout II
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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, 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> <C> <C>
/s/ Lonnie J. Stout II Chairman, President, 6/28/00
------------------------------------- Chief Executive Officer and Director
Lonnie J. Stout II (Principal Executive Officer)
/s/ R. Gregory Lewis Vice President and Chief Financial 6/28/00
------------------------------------- Officer (Principal Financial Officer)
R. Gregory Lewis
/s/ Mark A. Parkey Vice President and Controller 6/28/00
------------------------------------- (Principal Accounting Officer)
Mark A. Parkey
/s/ E. Townes Duncan Director 6/28/00
-------------------------------------
E. Townes Duncan
/s/ Garland G. Fritts Director 6/30/00
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Garland G. Fritts
/s/ J. Bradbury Reed Director 6/27/00
-------------------------------------
J. Bradbury Reed
/s/ John L.M. Tobias Director 6/28/00
-------------------------------------
John L.M. Tobias
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EXHIBIT INDEX
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Exhibit Number Description
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4.1 Charter (Exhibit 3(a) of the Registrant's 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 Report on 10-K for the year ended December
29, 1996, is incorporated herein by reference).
4.3 Restated Bylaws as currently in effect. (Exhibit 3(b) of the
Registrant's Report on Form 10-K for the year ended January 3,
1999, 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).
4.6 Amendments to Rights Agreement dated February 22, 1999, by and
between the Registrant and SunTrust Bank. (Exhibit 4(c) of the
Registrant's Report on Form 10-K for the year ended January 3,
1999, is incorporated herein by reference).
4.7 Amendment to Rights Agreement dated March 22, 1999, by and
between the Registrant and SunTrust Bank. (Exhibit 4(d) of the
Registrant's Report on Form 10-K for the year ended January 3,
1999, is incorporated herein by reference).
4.8 Stock Purchase and Standstill Agreement dated March 22, 1999,
by and between the Registrant and Solidus, LLC. (Exhibit 4(e)
of the Registrant's Report on Form 10-K for the year ended
January 3, 1999, 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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