<PAGE>
As filed with the Securities and Exchange Commission on April 20, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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BUCA, INC.
(Exact name of Registrant as specified in its charter)
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Minnesota 5812 41-1802364
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
1300 Nicollet Mall, Suite 3043
Minneapolis, Minnesota 55403
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Joseph P. Micatrotto
President and Chief Executive Officer
BUCA, Inc.
1300 Nicollet Mall, Suite 3043
Minneapolis, Minnesota 55403
(612) 288-2382
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Douglas P. Long, Esq. Jonathan B. Abram, Esq.
Faegre & Benson LLP Dorsey & Whitney LLP
2200 Norwest Center Pillsbury Center South, 20th Floor
90 South Seventh Street 220 South Sixth Street
Minneapolis, Minnesota 55402 Minneapolis, Minnesota 55402
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Approximate date of commencement of proposed sale to 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] 333-72593
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 delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Each Class of Amount to be Offering Price Offering Registration
Securities to be Registered Registered Per Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.1 par value... 335,303 Shares $12.00 $4,023,636 $1,186
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Agreement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Commission File No. 333-72593) filed by BUCA, Inc. with
the Securities and Exchange Commission on February 18, 1999, as amended by
Amendment No. 1 thereto filed on March 24, 1999, Amendment No. 2 thereto filed
on April 9, 1999, and Amendment No. 3 thereto filed on April 16, 1999, including
the exhibits thereto, which was declared effective April 20, 1999, are
incorporated by reference in this Registration Statement.
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Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
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5.1 Opinion of Faegre & Benson LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Faegre & Benson LLP (included in
Exhibit 5.1 to the Registration Statement)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota, on April 20, 1999.
BUCA, INC.
By /s/ Joseph P. Micatrotto
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Joseph P. Micatrotto
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on April 20, 1999.
Signature Title
/s/ Joseph P. Micatrotto President and Chief Executive
- ------------------------------------- Officer
Joseph P. Micatrotto (Principal Executive Officer) and
Director
/s/ Greg A. Gadel
- ------------------------------------- Chief Financial Officer
Greg A. Gadel (Principal Financing and Accounting
Officer)
Don W. Hays )
Peter J. Mihajlov )
Philip A. Roberts ) Board of Directors
John P. Whaley )
David Yarnell )
Paul Zepf )
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* Joseph P. Micatrotto, by signing his name hereto, does hereby sign this
document on behalf of each of the above-named officers and/or directors of
the Company pursuant to powers of attorney duly executed by such persons.
By /s/ Joseph P. Micatrotto
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Joseph P. Micatrotto,
Attorney-in-Fact
II-2
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Exhibit 5.1
[Faegre & Benson Letterhead]
April 20, 1999
BUCA, Inc.
1300 Nicollet Mall
Suite 3043
Minneapolis, MN 55403
Ladies and Gentlemen
In connection with the proposed registration under the Securities Act
of 1933, as amended, of 335,303 shares of Common Stock, par value $.01 per
share, of BUCA, Inc., a Minnesota corporation (the "Company"), we have examined
such corporate records and other documents, including the Registration Statement
on Form S-1 relating to such shares, and have reviewed such matters of law as we
have deemed necessary for this opinion, and we advise you that in our opinion:
1. The Company is a corporation duly organized and existing
under the laws of the State of Minnesota.
2. When the shares of Common Stock to be sold by the Company
are issued and sold as contemplated in the Registration Statement, all
necessary corporate action on the part of the Company will have been
taken to authorize the issuance and sale of such shares and such shares
will be legally and validly issued and fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the reference to our firm wherever appearing therein.
Very truly yours,
/s/ Faegre & Benson LLP
FAEGRE & BENSON LLP
DPL:mmw
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of the
Registration Statement (Form S-1 No. 333-72593) incorporated by reference into
this Registration Statement filed under Rule 462(b).
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
April 20, 1999
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts" and to the use of our report dated February 17, 1999 in the
Registration Statement (Form S-1 No. 333-72593) incorporated by reference into
this Registration Statement filed under Rule 462(b) by BUCA, Inc. and
Subsidiaries.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
April 20, 1999
