As filed with the Securities and Exchange Commission on November 4, 1999
Registration Statement No. 333-[__________]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
CHAMPPS ENTERTAINMENT, INC.
(f\k\a Unique Casual Restaurants, Inc.)
(Exact name of Registrant as specified in its charter)
Delaware 04-3370491
(State of incorporation) (I.R.S. Employer Identification Number)
One Corporate Place
55 Ferncroft Road
Danvers, Massachusetts 01923-4001
(978) 774-6606
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Non-Qualified Stock Option Agreement, dated as of September 16, 1999
(Full Title of the Plan)
WILLIAM H. BAUMHAUER
Chief Executive Officer
Champps Entertainment, Inc.
55 Ferncroft Road
Danvers, Massachusetts 01923-4001
(978) 774-6606
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------------
With a copy to:
Ettore A. Santucci, P.C.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Being Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered (1)(2) Offering Price Per Share Aggregate Offering Price(3) Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 750,000 $4.00 $3,000,000 $834.00
$.01 per share
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to
the Non-Qualified Stock Option Agreement in the event of a stock
dividend, stock split, recapitalization or other similar event.
(2) This Registration Statement also relates to the rights to purchase
shares of Preferred Stock of the Registrant which are attached to all
shares of Common Stock issued, pursuant to the terms of the
Registrant's Shareholder Rights Agreement adopted on January 30, 1999.
Until the occurrence of certain prescribed events, the rights are not
exercisable, are evidenced by the certificates for the Common Stock and
will be transferred with and only with such Common Stock. Because no
separate consideration is paid for the rights, the registration fee
therefor is included in the fee for the Common Stock. This Registration
Statement also relates to such additional shares as may be issuable as
a result of certain adjustments including, without limitation, stock
dividends, stock splits and distributions of options, warrants,
convertible securities, evidences of indebtedness or assets.
(3) The aggregate offering price and fee are computed based on the exercise
price of the options to purchase shares of common stock of Champps
Entertainment, Inc., par value $.01 per share, which have been granted
pursuant to that certain Non-Qualified Stock Option Agreement, granting
stock options as of o, in accordance with Rule 457(h) under the
Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUSES
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Champps Entertainment, Inc. (the "Company") hereby incorporates by
reference the documents listed in (a) through (e) below, which have previously
been filed with the Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 27, 1999, filed with the Commission on October 28,
1999;
(b) No reports have been filed by the Company pursuant to Section
3(a) or 15(d) of the Exchange Act of 1934 since the fiscal year
ended June 27, 1999; and
(c) The description of the Preferred Stock Purchase Rights on Form
8-A, filed with the Commission on February 2, 1998, under Section
12(g) of the Exchange Act and any amendments or reports filed for
the purpose of updating such description.
In addition, all documents subsequently filed with the Commission 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 hereto which indicates that all securities offered
hereunder 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 a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any subsequently
filed document which also is incorporated or 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
<PAGE>
Subsection (a) of Section 145 of the Delaware General Corporation Law (the
"DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. Under subsection (a) the termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that the person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been found to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
Subsection (d) of Section 145 of the DGCL permits indemnification under
subsections (a) and (b) of Section 145 only if authorized in the specific case
following a determination that the individual seeking indemnification has met
the standard of conduct required by the applicable subsection. Such
determination shall be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, or
(2) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (3) by the stockholders.
Section 145 further provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of Section
145, or in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith; that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; that indemnification provided for by
Section 145 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs, executors and
administrators; and that the corporation has the power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provision shall not eliminate
or limit the liability of a director (i) for any breach of a director's duty of
loyalty to the corporation or its stockholder; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from which
the director derived an improper personal benefit.
Article V of the By-laws of the Company provides for indemnification by the
Company of its directors and officers to the fullest extent authorized by the
DGCL against expenses (including attorneys' fees, judgments, fines and amounts
reasonably paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of any threatened, pending or completed legal
proceeding in which any such person is involved by reason of the fact that such
person is or was a director or officer of the Company if such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to criminal proceedings,
if such person had no reasonable cause to believe that his or her conduct was
unlawful.
<PAGE>
Article VII of the Certificate of Incorporation of the Company (the
"Certificate of Incorporation") provides that a Director of the Company shall
not be personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a Director, except for liability (i) for any
breach of the Director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
(iv) for any transaction from which the Director derived an improper personal
benefit. The Certificate of Incorporation also provides that if the DGCL is
amended to authorize corporate action further eliminating or limiting the
personal liability of Directors, then the liability of a Director of the Company
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibits
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1 Powers of Attorney (included on the signature page of this registration
statement).
- ----------------
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;
(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 paragraphs (a)(1)(i) and (a)(1)(ii) above
shall 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
undersigned registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.
<PAGE>
(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 (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.
(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 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.
<PAGE>
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 Town of Danvers, Commonwealth of Massachusetts, on
November 2, 1999.
CHAMMPS ENTERTAINMENT, INC.
By: /s/William H. Baumhauer
---------------------------
William H. Baumhauer
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Champps Entertainment, Inc. hereby severally constitute William H.
Baumhauer and Donna L. Depoian (Vice President and General Counsel), and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Champps Entertainment, Inc.
to comply with the provisions of the Securities Act of 1933 and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Capacity Date
- --------- -------- ----
/s/William H. Baumhauer Chairman of the Board of Directors, November 2, 1999
- ----------------------- President and Chief Executive
Officer (Principal Executive Officer)
William H. Baumhauer
/s/William H. Baumhauer Acting Chief Financial Officer November 2, 1999
- ----------------------- (Principal Financial Officer
William H. Baumhauer and Principal Accounting Officer)
/s/Timothy R. Barakett Director November 2, 1999
- -----------------------
Timothy R. Barakett
/s/James S. Goodwin Director November 2, 1999
- -----------------------
James S. Goodwin
/s/Nathaniel Rothschild Director November 2, 1999
- -----------------------
Nathaniel Rothschild
/s/Alan D. Schwartz Director November 2, 1999
- -----------------------
Alan D. Schwartz
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
24.1 Powers of Attorney (included on the signature page of this registration
statement).
- ----------------
Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
November 2, 1999
Champps Entertainment, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, Massachusetts 01923
Re: Registration Statement of Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Securities Act"), of 750,000
shares (the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of Champps Entertainment, Inc., a Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined copies of
that certain Non-Qualified Stock Option Agreement dated September 16, 1999 (the
"Non-Qualified Stock Option Agreement"), a registration statement on Form S-8
under the Securities Act relating to the Shares (the "Registration Statement"),
the prospectus relating to the Shares (the "Prospectus"), the Company's
Certificate of Incorporation, the Company's By-Laws, and such records of the
corporate proceedings of the Company as we deemed material or appropriate for
the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America, the Commonwealth of
Massachusetts and the Delaware General Corporation Law.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Prospectus and
the Non-Qualified Stock Option Agreement, the Shares will be legally issued,
fully paid and nonassessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
-------------------------------
GOODWIN, PROCTER & HOAR LLP
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
Champps Entertainment, Inc. (f/k/a Unique Casual Restaurants, Inc.) on Form S-8
of our report dated October 1, 1999, appearing in the Annual Report on Form 10-K
of Champps Entertainment, Inc. (f/k/a Unique Casual Restaurants, Inc.) for the
year ended June 27, 1999.
DELOITTE & TOUCHE LLP
/S/ Deloitte & Touche LLP
Boston, Massachusetts
November 2, 1999
