<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 25, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STAR BUFFET, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 5812 84-1430786
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
440 LAWNDALE DRIVE, SALT LAKE CITY, UTAH 84115-2917
(801) 463-5500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT E. WHEATON
CHIEF EXECUTIVE OFFICER AND PRESIDENT
STAR BUFFET, INC.
440 LAWNDALE DRIVE
SALT LAKE CITY, UTAH 84115-2917
(801) 463-5500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
<TABLE>
<S> <C>
C. CRAIG CARLSON, ESQ. PETER LILLEVAND, ESQ.
J. MICHAEL VAUGHN, ESQ. IAIN MICKLE, ESQ.
DAVID E. LAFITTE, ESQ. BRETT E. COOPER, ESQ.
STRADLING YOCCA CARLSON & RAUTH, ORRICK, HERRINGTON & SUTCLIFFE LLP
A PROFESSIONAL CORPORATION OLD FEDERAL RESERVE BANK BUILDING
660 NEWPORT CENTER DRIVE, SUITE 1600 400 SANSOME STREET
NEWPORT BEACH, CALIFORNIA 92660 SAN FRANCISCO, CALIFORNIA 94111
(714) 725-4000 (415) 392-1122
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] (Registration No.
333-32249)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
============================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(2) PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per
share................................. 575,000 $12.00 $6,900,000 $2,091
============================================================================================================
</TABLE>
(1) Includes 75,000 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments, if any.
(2) Estimated pursuant to Rule 457(a) solely for the purpose of calculating the
registration fee.
================================================================================
<PAGE> 2
INCORPORATION BY REFERENCE OF
REGISTRATION STATEMENT ON FORM S-1
(FILE NO. 333-32249)
Star Buffet, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-32249) declared effective on September 24,
1997 by the Securities and Exchange Commission (the "Commission"), including
each of the documents filed by the Company with the Commission as exhibits
thereto.
The Company certifies to the Commission that it has instructed its bank to
pay to the Commission the filing fee of $2,091 for the additional securities
being registered hereby by wire transfer as soon as practicable (but in any
event no later than the close of business on September 25, 1997); that it will
not revoke such instructions; that it has sufficient funds in the relevant
account to cover the amount of the filing fee; and that it undertakes to confirm
receipt of such instructions by the bank on September 25, 1997.
2
<PAGE> 3
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Stradling Yocca Carlson & Rauth, a professional corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a professional corporation (see
Exhibit 5.1).
23.2 Consents of KPMG Peat Marwick LLP.
23.3 Consents of director nominees.
</TABLE>
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake
City, Utah, on the 24th day of September, 1997.
STAR BUFFET, INC.
By: /s/ THEODORE ABAJIAN
------------------------------------
Theodore Abajian
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------- ------------------------------ -------------------
<C> <C> <S>
* Chairman of the Board September 24, 1997
- -----------------------------------------------
William P. Foley II
* Chief Executive Officer September 24, 1997
- ----------------------------------------------- President and Director
Robert E. Wheaton (Principal Executive Officer)
/s/ THEODORE ABAJIAN Chief Financial Officer September 24, 1997
- ----------------------------------------------- (Principal Financial and
Theodore Abajian Principal Accounting Officer)
* Director September 24, 1997
- -----------------------------------------------
C. Thomas Thompson
*By: /s/ THEODORE ABAJIAN
- -----------------------------------------------
Theodore Abajian,
Attorney-in-fact
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- ---------------------------------------------------------------------------
<S> <C>
5.1 Opinion of Stradling Yocca Carlson & Rauth, a professional corporation.
23.1 Consent of Stradling Yocca Carlson & Rauth, a professional corporation (see
Exhibit 5.1).
23.2 Consents of KPMG Peat Marwick LLP.
23.3 Consents of director nominees.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
September 24, 1997
Star Buffet, Inc.
440 Lawndale Drive
Salt Lake City, Utah 84115-2917
Re: Registration Statement on Form S-1
Gentlemen:
At your request, we have examined the Registration Statement on Form S-1
(the "Registration Statement"), being filed by Star Buffet, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission on
September 24, 1997, in connection with the registration under the Securities Act
of 1933, as amended, of 575,000 shares of Common Stock, par value $.001 per
share, of the Company (the "Common Stock"). Such shares of Common Stock, which
include 75,000 shares that will be subject to an over-allotment option to be
granted to the underwriters by the Company, are to be purchased by certain
underwriters and offered for sale to the public together with the shares
registered pursuant to Registration Statement No. 333-32249, which was declared
effective on September 24, 1997 (the "Initial Registration Statement"), pursuant
to the terms of an Underwriting Agreement which has been filed as an exhibit to
the Initial Registration Statement and is incorporated by reference as an
exhibit to the Registration Statement.
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issue and sale of the shares of Common Stock.
Based upon such examination, and subject to compliance with applicable
state securities and "blue sky" laws, it is our opinion that the 575,000
shares of Common Stock, when issued and sold in the manner described in the
Registration Statement, will be legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus which is a part of the Initial Registration Statement.
Respectfully Submitted,
/s/ STRADLING YOCCA CARLSON & RAUTH
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
Star Buffet, Inc.:
We consent to the incorporation by reference in this Registration Statement of
Star Buffet, Inc. on Form S-1 of our report dated July 28, 1997 for Star Buffet,
Inc., appearing in Registration Statement No. 333-32249 on Form S-1 (the
"Initial Registration Statement") and the Prospectus, which is part of the
Initial Registration Statement, and to the reference to our firm under the
heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
KPMG Peat Marwick LLP
Orange County, California
September 24, 1997
<PAGE> 2
EXHIBIT 23.2
The Board of Directors
Star Buffet, Inc.:
We consent to the incorporation by reference in this Registration Statement of
Star Buffet, Inc. on Form S-1 of our report dated July 22, 1997 (except as to
note 9, which is as of July 28, 1997) for HTB Restaurants, Inc. appearing in
Registration Statement No. 333-32249 on Form S-1 (the "Initial Registration
Statement") and the Prospectus, which is part of the Initial Registration
Statement, and to the reference to our firm under the headings "Selected
Combined Financial Data" and "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
KPMG Peat Marwick LLP
Orange County, California
September 24, 1997
<PAGE> 3
EXHIBIT 23.2
The Board of Directors
Star Buffet, Inc.:
We consent to the incorporation by reference in this Registration Statement of
Star Buffet, Inc. on Form S-1 of our report dated February 14, 1997 for Casa
Bonita Restaurants, appearing in Registration Statement No. 333-32249 on Form
S-1 (the "Initial Registration Statement") and the Prospectus, which is part of
the Initial Registration Statement, and to the reference to our firm under the
heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
KPMG Peat Marwick LLP
Orange County, California
September 24, 1997
<PAGE> 4
EXHIBIT 23.2
The Board of Directors
Star Buffet, Inc.:
We consent to the incorporation by reference in this Registration Statement of
Star Buffet, Inc. on Form S-1 of our report dated September 9, 1997 for North's
Restaurants appearing in Registration Statement No. 333-32249 on Form S-1 (the
"Initial Registration Statement") and the Prospectus, which is part of the
Initial Registration Statement, and to the reference to our firm under the
heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
--------------------------------------
KPMG Peat Marwick LLP
Portland, Oregon
September 24, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF STUART W. CLIFTON
The undersigned, STUART W. CLIFTON, hereby consents to being named in the
accompanying Registration Statement on Form S-1 of Star Buffet, Inc. (the
"Registrant") as about to become a director of the Registrant following
completion of the offering of securities which is described in Registration
Statement No. 333-32249, which was declared effective on September 24, 1997.
DATED: September 24, 1997
/s/ STUART W. CLIFTON
--------------------------------------
STUART W. CLIFTON
<PAGE> 2
CONSENT OF NORMAN N. HABERMANN
The undersigned, NORMAN N. HABERMANN, hereby consents to being named in the
accompanying Registration Statement on Form S-1 of Star Buffet, Inc. (the
"Registrant") as about to become a director of the Registrant following
completion of the offering of securities which is described in Registration
Statement No. 333-32249, which was declared effective on September 24, 1997.
DATED: September 24, 1997
/s/ NORMAN N. HABERMANN
--------------------------------------
NORMAN N. HABERMANN
<PAGE> 3
CONSENT OF JACK M. LLOYD
The undersigned, JACK M. LLOYD, hereby consents to being named in the
accompanying Registration Statement on Form S-1 of Star Buffet, Inc. (the
"Registrant") as about to become a director of the Registrant following
completion of the offering of securities which is described in Registration
Statement No. 333-32249, which was declared effective on September 24, 1997.
DATED: September 24, 1997
/s/ JACK M. LLOYD
--------------------------------------
JACK M. LLOYD
<PAGE> 4
CONSENT OF JOHN NORTH
The undersigned, JOHN NORTH, hereby consents to being named in the
accompanying Registration Statement on Form S-1 of Star Buffet, Inc. (the
"Registrant") as about to become a director of the Registrant following
completion of the offering of securities which is described in Registration
Statement No. 333-32249, which was declared effective on September 24, 1997.
DATED: September 24, 1997
/s/ JOHN NORTH
--------------------------------------
JOHN NORTH
<PAGE> 5
CONSENT OF THOMAS G. SCHADT
The undersigned, THOMAS G. SCHADT, hereby consents to being named in the
accompanying Registration Statement on Form S-1 of Star Buffet, Inc. (the
"Registrant") as about to become a director of the Registrant following
completion of the offering of securities which is described in Registration
Statement No. 333-32249, which was declared effective on September 24, 1997.
DATED: September 24, 1997
/s/ THOMAS G. SCHADT
--------------------------------------
THOMAS G. SCHADT
