As filed with the Securities and Exchange Commission on June 10,
1999
Registration No. __________
==================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CBRL GROUP, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-1749513
(State or other jurisdiction (U.S. Employer
of incorporation or organization) Identification No.)
106 Castle Heights Avenue N.
Lebanon, Tennessee 37087
(Address of Principal Executive Offices) (Zip Code)
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CBRL GROUP, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Full Title of the Plan)
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James F. Blackstock, Esq.
Vice President, Secretary and General Counsel
CBRL Group, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087
(615) 444-5533
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Clifford A. Roe, Jr., Esq.
Susan B. Zaunbrecher, Esq.
Dinsmore & Shohl LLP
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8200
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
Registration Statement.
<PAGE>
CALCULATION OF REGISTRATION FEE
==================================================================
Title of Proposed Proposed
Each Class Maximum Maximum Amount of
of Offering Aggregate Registration
Securities Amount to Price Per Offering Fee
to be be Share Price
Registered Registered (1)
- ---------- ---------- ----------- ----------- --------------
Common Stock,
$.01 par
value 3,500,000 $17.09375 $59,828,125 $16,632.22
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) based upon the
average of the high and low prices of the Registrant's
Common Stock on the Nasdaq National Market System on June
7, 1999.
<PAGE>
STATEMENT UNDER GENERAL INSTRUCTION E -
REGISTRATION OF ADDITIONAL SECURITIES
Pursuant to General Instruction E of Form S-8, this
Registration Statement is filed solely to register an additional
3,500,000 shares of common stock, par value $0.01 per share, of
the Registrant reserved for issuance under the Registrant's
Amended and Restated Stock Option Plan. This increase was
approved by the Board of Directors of the Registrant on September
25, 1997, and that decision was ratified by the Registrant's
shareholders on November 25, 1997.
Pursuant to Instruction E, the contents of the Registrant's
Registration Statement on Form S-8, File No. 33-45482, including
without limitation periodic reports that the Registrant filed, or
will file, after such Form S-8 to maintain current information
about the Registrant, are hereby incorporated by reference into
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Description
5 Opinion of Dinsmore & Shohl LLP,
including its content
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Dinsmore & Shohl LLP
(included in Exhibit 5)
24 Power of Attorney (included on the
signature page)
<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 City
of Lebanon, State of Tennessee on June 9, 1999.
CBRL GROUP, INC.
By:/s/ Dan W. Evins
----------------------------
Dan W. Evins
Chairman 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 and on the dates indicated.
Each person whose signature appears below hereby appoints
Michael A. Woodhouse and James F. Blackstock each to be his
attorney-in-fact, for him or her in his or her name, place and
stead, in any capacity, to sign any and all amendments relating to
this Registration Statement, including any Registration Statement
filed pursuant to Rule 462(b) under the Securities Act of 1933,
and to file the same with the Securities and Exchange Commission.
Principal Executive Officer:
/s/ Dan W. Evins June 9, 1999
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Dan W. Evins
Chairman and Chief Executive Officer
Principal Financial and Accounting Officer:
/s/ Michael A. Woodhouse June 9, 1999
- ---------------------------
Michael A. Woodhouse
Chief Financial Officer and Treasurer
Directors: Date:
<PAGE>
/s/ James C. Bradshaw June 9, 1999
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James C. Bradshaw
/s/ Robert V. Dale June 9, 1999
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Robert V. Dale
/s/ Dan W. Evins June 9, 1999
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Dan W. Evins
/s/ Edgar W. Evins June 9, 1999
- ---------------------------
Edgar W. Evins
/s/ William D. Heydel June 9, 1999
- ---------------------------
William D. Heydel
/s/ Robert C. Hilton June 9, 1999
- ---------------------------
Robert C. Hilton
/s/ Charles E. Jones, Jr. June 9, 1999
- ---------------------------
Charles E. Jones, Jr.
/s/ Charles T. Lowe, Jr. June 9, 1999
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Charles T. Lowe, Jr.
/s/ B.F. Lowery June 9, 1999
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B.F. Lowery
/s/ Gordon L. Miller June 9, 1999
- ---------------------------
Gordon L. Miller
/s/ Martha M. Mitchell June 9, 1999
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Martha M. Mitchell
/s/ Jimmie D. White June 9, 1999
- ---------------------------
Jimmie D. White
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
5 Opinion of Dinsmore &
Shohl LLP, including
its consent
23.1 Consent of Deloitte &
Touche LLP
23.2 Consent of Dinsmore &
Shohl LLP (included
in Exhibit 5)
24 Power of Attorney
(included on signature
page)
- ----------------
<PAGE>
Exhibits 5 and 23.2
Susan B. Zaunbrecher
(513) 977-8171
June 9, 1999
CBRL Group, Inc.
305 Hartmann Drive
Lebanon, Tennessee 37087
Ladies and Gentlemen:
This opinion is rendered for use in connection with the
Registration Statement on Form S-8, prescribed pursuant to the
Securities Act of 1933, to be filed by CBRL Group, Inc. (the
"Company") with the Securities and Exchange Commission on or about
June 9, 1999, under which an additional 3,500,000 shares of the
Company's Common Stock $.01 par value ("Common Stock") are to be
registered.
We hereby consent to the filing of this opinion as Exhibits 5
and 23.2 to the Registration Statement and to the reference to our
name in the Registration Statement.
As counsel to the Company, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Certificate of Incorporation and Bylaws and the record
of proceedings of the shareholders and directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State
of Tennessee.
2. The Amended and Restated Stock Option Plan (the "Plan") has
been duly and validly authorized and adopted, and the additional
3,500,000 shares of the Company's Common Stock that may be issued
and sold from time to time in accordance with the Plan have been
duly authorized for issuance and will, when issued, sold and paid
for in accordance with the Plan, be validly issued, fully paid and
non-assessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Susan B. Zaunbrecher
Susan B. Zaunbrecher
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of CBRL Group, Inc. (formerly Cracker Barrel Old Country
Store, Inc.) on Form S-8 of our report dated September 9, 1998,
appearing in the Annual Report on Form 10-K of CBRL Group, Inc.
for the year ended July 31, 1998.
DELOITTE & TOUCHE, LLP
/s/ Deloitte & Touche
Nashville, Tennessee
June 9, 1999
