<PAGE>
Registration No. ___________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
Barbeques Galore Limited
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
AUSTRALIAN CAPITAL NOT APPLICABLE
TERRITORY, AUSTRALIA
---------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
327 CHISHOLM
ROAD, AUBURN
SYDNEY, NSW 2144
AUSTRALIA
-----------------
(Address of principal executive offices) (Zip code)
BARBEQUES GALORE LIMITED
1997 SHARE OPTION PLAN
------------------------------------------------------
(Full title of the plan)
SYDNEY SELATI
BARBEQUES GALORE LIMITED
15041 BAKE PARKWAY, SUITE A
IRVINE, CA 92618
-----------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (949) 597-2400
ext. 312
This registration statement, including all exhibits and attachments, contains 12
pages. The exhibit index may be found on page 5 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
1
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
Proposed Proposed
Title of securities Amount to be maximum maximum Amount of
to be registered/1/ registered/2/ offering price aggregate registration
per share offering price fee
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Ordinary Shares 272,502 N/A N/A N/A
Ordinary Shares 214,840 $3.8438/3/ $825,801.99/3/ $218.01
Ordinary Shares 57,662 $ 6.38/4/ $367,883.56/4/ $ 97.12
</TABLE>
______________________
/1/ American Depository Shares which may be issued with respect to Ordinary
Shares registered hereunder have been registered on a separate registration
statement on Form F-6 (File No. 333-07726).
/2/ This Registration Statement shall also cover any additional Ordinary Shares
which become issuable under the 1997 Share Option Plan by reason of any bonus
issue, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
Registrant's outstanding Ordinary Shares.
/3/ Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
on the basis of the average of the high and low selling prices per American
Depository Share evidencing one Ordinary Share of Barbeques Galore Limited on
December 14, 2000 as reported on the National Association of Securities Dealers
Automated Quotations System.
/4/ As to shares subject to outstanding but unexercised options under the 1997
Share Option Plan, the price used for the calculation of the registration fee is
the exercise prices of such outstanding options.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
------ ---------------------------------------
Barbeques Galore Limited, an Australian corporation (the "Registrant")
hereby incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"SEC"):
(a) The Registrant's Annual Report for Foreign Private Issuers filed with
the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on Form 20-F (file number 333-37259) on
May 1, 2000, containing audited financial statements for the Registrant's latest
fiscal year ended January 31, 2000; and
(b) The Registrant's Report of Foreign Issuer on Form 6-K (file number 333-
37259), for the fiscal quarter ended July 31, 2000, as filed with the SEC on
September 14, 2000; and
(c) The Registrant's Registration Statement for Foreign Issuers filed with
the SEC pursuant to Rule 415 of the Securities Act of 1933, as amended the
("1933 Act"), on Form F-1 (file number 333-56805), filed with the SEC on June
12, 1998, in which there is set forth audited financial statements of the
Registrant.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into 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 to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
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
------ -------------------------
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
------ --------------------------------------
Not Applicable.
3
<PAGE>
Item 6. Indemnification of Directors and Officers
------ -----------------------------------------
The Registrant's Constitution provides that subject to the laws of
Australia, every Director or other officer shall be entitled to be indemnified
by the Registrant against any liability incurred by him in that capacity to
another person (other than the Registrant or a related body corporate of the
Registrant) unless the liability arises out of conduct involving a lack of good
faith, willful misconduct or reckless behavior. In addition, every Director or
other officer shall be entitled to be indemnified by the Registrant for costs
and expenses incurred by the officer in that capacity either in defending any
proceedings, civil or criminal, in which judgment is given in his favor, or in
which he is acquitted, or in connection with an application in relation to such
proceedings in which the court grants relief to the person under the
Corporations Law of Australia.
The Registrant's Constitution further provides that the Registrant may, to
the extent permitted by law, purchase and maintain insurance or pay or agree to
pay a premium for insurance for any Director or other officer against any
liability incurred by the person as an officer of the Registrant or of a related
body corporate including, but not limited to, a liability for negligence or for
reasonable costs and expenses incurred in defending proceedings, whether civil
or criminal and whatever their outcome.
The Registrant maintains a policy of directors' and officers' liability
insurance with an Australian insurer for the Registrant and all subsidiaries
protecting against all losses for which directors and officers are not otherwise
indemnified by the Registrant. Such insurance has a $10 million policy limit
and excludes (i) fines and penalties imposed by law, (ii) claims made by
entities owning 10% or more of the outstanding Ordinary Shares of the
Registrant, (iii) claims based on pollution, bodily injury, property damage or
loss, insider trading, the receipt of illegal or improper benefit, deliberately
fraudulent acts or omissions or violation of fiduciary duties with respect to
pension or benefit plans, (iv) certain insured versus insured actions and,
specifically in the United States and Canada, (v) claims relating to violations
of securities laws or the Employee Retirement Income Security Act of 1974
(ERISA) or any similar federal, state or local law.
Item 7. Exemption From Registration Claimed
------ -----------------------------------
Not Applicable.
4
<PAGE>
Item 8. Exhibits
------- --------
Exhibit Number Exhibit
-------------- -------
4 Instruments Defining the Rights of
Shareholders. Reference is made to
Registrant's Registration Statement (file
number 333-37259) on Form F-A/1 which was
filed October 10, 1997 and is incorporated
herein by reference pursuant to Item 3(c).
5.1 Opinion regarding legality: Opinion and
Consent of Freehills.
5.2 Opinion regarding legality: Opinion and
Consent of Gray, Cary, Ware & Freidenrich
LLP.
23.1 Consent of experts and counsel: Consent of
Freehills is contained in Exhibit 5.1.
23.2 Consent of experts and counsel: Consent of
Gray, Cary, Ware & Freidenrich LLP is
contained in Exhibit 5.2.
23.2 Consent of Accountant: Consent of KPMG Peat
Marwick LLP.
24 Power of attorney: Reference is made to page
8 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 of 1933;
(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
5
<PAGE>
which was registered) and any deviation from the low or high end 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(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)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 of 1933 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.
6
<PAGE>
SIGNATURE
---------
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 Sydney, Australia on December 21, 2000.
Barbeques Galore Limited
By: /s/ Robert Gavshon
-------------------------------
Robert Gavshon
Deputy Chairman of the Board of
Directors and General Counsel
7
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
--------------------------------
The officers and directors of Barbeques Galore Limited, an Australian
corporation, whose signatures appear below, hereby constitute and appoint Robert
Gavshon and Sydney Selati, or either of them, each with the power of
substitution, the lawful attorneys and agents, with full power of substitution,
each with power to act alone, to sign and execute on behalf of the undersigned
any amendment or amendments to this registration statement on Form S-8, and each
of the undersigned does hereby ratify and confirm all that each of said attorney
and agent, or their or his substitutes, shall do or cause to be done by virtue
hereof. Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on December 21, 2000.
Signature Title
--------- -----
/s/ SAM LINZ Chairman of the Board and Director
---------------------
Sam Linz (Principal Executive Officer)
/s/ DAVID JAMES Chief Financial Officer
---------------------
David James (Principal Financial and Accounting Officer)
/s/ ROBERT GAVSHON Deputy Chairman of the Board and Director
---------------------
Robert Gavshon
/s/ JOHN PRICE Director
---------------------
John Price
/s/ EDGAR BERNER Director
---------------------
Edgar Berner
/s/ GORDON HOWLETT Director
---------------------
Gordon Howlett
/s/ SYDNEY SELATI Director and Authorized U.S. Representative
---------------------
Sydney Selati
8
