As Filed with the Securities and
Exchange Commission on June 7, 1994.
Registration No. _________________
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
BRUNO'S, INC.
(Exact Name of issuer as Specified in Its Charter)
Alabama 63-0411801
(State of Incorporation) (I.R.S. Employer
Identification Number)
300 Research Parkway, Birmingham, Alabama 35211
(Address of Principal Executive Offices) (Zip Code)
BRUNO'S, INC. EMPLOYEE INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
RONALD G. BRUNO, CEO
Bruno's Inc.
300 Research Parkway
Birmingham, Alabama 35211
(Name and Address of Agent For Service)
(205) 940-9400
(Telephone Number, Including Area Code, of Agent For Service)
The Commission is requested to send copies of all notices and
other communications to:
Richard Cohn, Esq.
SIROTE & PERMUTT, P.C.
2222 Arlington Avenue, South
Birmingham, Alabama 35255
APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC:
As soon after the effective date hereof as options relating to
stock being registered become exercisable.
___________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share Price* Fee
________________________________________________________________
Common Stock,
$.01 par
value, of
Bruno's, Inc. 2,000,000 sh. $7.50 $15,000,000 $3,750
________________________________________________________________
*Estimated solely for purposes of determining the Registration
Fee.
MS68109.2SDW
PROSPECTUS
BRUNO'S, INC.
2,000,000 Shares
Common Stock
($.01 Par value)
Offered as set forth herein to certain employees of
Bruno's, Inc. pursuant to the
BRUNO'S, INC.
EMPLOYEE INCENTIVE STOCK
OPTION PLAN
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person is authorized to give any information or to make any
representation not contained in the Prospectus and any
information or representation not contained herein must not be
relied upon as having been authorized by the Company.
There are no underwriting discounts or other fees to be paid in
connection with the sale of any securities hereunder. All of the
proceeds from the sale of stock hereunder go to Bruno's, Inc.
THE DATE OF THIS PROSPECTUS IS JUNE 7, 1994.
MS68109.2SDW
Bruno's, Inc. is subject to the informational requirements
of the Securities Exchange Act of 1934 and, in accordance
therewith, files reports and other information with the
Securities and Exchange Commission.
All reports, proxy statements and other information filed by
Bruno's, Inc. with the Securities and Exchange Commission can be
inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at the
following location:
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Copies of such material can also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549, at prescribed rates.
Bruno's, Inc. will provide without charge a copy of any and
all of the information incorporated by reference herein from any
document or part thereof which is not delivered herewith to any
person, including any beneficial owner, to whom a copy of this
Prospectus is delivered, upon written or oral request of such
person from Glenn J. Griffin, c/o Bruno's, Inc., Post Office Box
2486, Birmingham, Alabama 35201; Telephone Number: (205) 940-
9400.
MS68109.2SDW
TABLE OF CONTENTS
Page
GENERAL INFORMATION 1
Issuer and Participating Employees 1
The Purpose of the Employee Incentive Stock Option Plan 1
The Origin and Duration of the Employee Incentive Stock
Option Plan 2
INCOME TAX CONSEQUENCES 3
OPERATION OF THE PLAN 5
Securities Subject to the Plan 5
Eligibility and Extent of Participation 5
Administration of the Plan 6
Option Price 7
Payment of Purchase Price 8
Exercise of Options 9
Restrictions on Resale 9
Death - Termination of Employment - Assignment 11
Sale, Merger or Consolidation of the Company 12
Outstanding Options Under the Plan 13
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 13
LEGAL MATTERS 15
INDEMNIFICATION OF DIRECTORS AND OFFICERS 15
ADDITIONAL INFORMATION 17
MS68109.2SDW
BRUNO'S, INC.
Transfer Agent
AmSouth Bank, N.A.
Birmingham, Alabama
GENERAL INFORMATION
ISSUER AND PARTICIPATING EMPLOYEES
The plan pursuant to which stock of Bruno's, Inc. is to be
registered hereunder is entitled "Bruno's, Inc. Employee
Incentive Stock Option Plan" (the "Plan"). The name, address and
telephone number of the issuer whose stock is being offered
pursuant to the Plan are:
Bruno's, Inc.
300 Research Parkway
Birmingham, Alabama 35211
Phone: 205/940-9400
The only employees who are entitled to participate in the
Plan are those of Bruno's, Inc.
THE PURPOSE OF THE EMPLOYEE INCENTIVE STOCK OPTION PLAN
The general purpose of the Plan is to serve as an incentive
and to encourage stock ownership by certain officers and key
executive employees of Bruno's, Inc., an Alabama corporation (the
"Company") so that they may acquire or increase their proprietary
interest in the success of the Company, and to encourage them to
remain in the employ of the Company. At the present time
approximately 22 employees are eligible to participate, all of
whom have been issued stock options.
MS68109.2SDW
THE ORIGIN AND DURATION OF THE EMPLOYEE INCENTIVE STOCK OPTION
PLAN
The Plan was adopted by the Board of Directors of the
Company on May 6, 1993, and was subsequently approved by the
Shareholders at their annual meeting held on October 22, 1993.
The Company and its employees are parties to the Plan. The
duration of the Plan is for a period of ten (10) years, beginning
May 6, 1993, and terminating May 5, 2003. The Board of Directors
of the Company may, from time to time, with respect to any shares
at the time not subject to options, suspend or discontinue the
Plan or revise or amend it further in any respect whatsoever
except that, without approval of the Shareholders, no such
revision or amendment shall change the number of shares subject
to the Plan, change the designation of the class of employees
eligible to receive options, decrease the price at which options
may be granted, remove the administration of the Plan from the
Committee appointed by the Board of Directors to administer the
Plan, or render any member of said Committee eligible to receive
an option under the Plan while serving thereon. The Plan may
not, without approval of the Shareholders, be amended in any
manner that will cause options issued under it to fail to meet
the requirements of incentive stock options as defined in Section
422A of the Internal Revenue Code of 1986, as amended.
MS68109.2SDW 2
INCOME TAX CONSEQUENCES
The Company has been advised by its counsel, Sirote &
Permutt, P.C. of Birmingham, Alabama, that in their opinion, the
options which may be granted under the Plan meet the requirements
of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), and (i) no taxable income will be
realized by an option holder upon the exercise of his option
(except as may be incurred under the "minimum tax for tax
preferences" provisions of the Internal Revenue Code, as
discussed hereafter), provided that at all times during the
period beginning with the date of the granting of the option and
ending on the day three months before the date of such exercise,
such individual was an employee of the Company or one of its
subsidiaries; (ii) the option holder, upon the disposition of the
shares acquired upon such exercise, will realize capital gains or
losses, rather than ordinary income or loss, in the amount of the
difference between the option price and the sale price, provided
that no disposition of such shares is made by such individual
within either two years from the date of the granting of the
option to him or one year after the transfer of the shares to
him; and (iii) the Company and its subsidiaries will not be
allowed any deduction for federal income tax purposes with
respect to the shares issued upon the exercise of the options
except in those cases where the option holder is subject to
taxation at ordinary income rates for failure to comply with the
holding period requirement.
MS68109.2SDW 3
Under Section 55 of the Internal Revenue Code, an optionee
who exercises an incentive stock option may incur federal income
tax liability at the time of exercise. Section 55 imposes an
"alternative minimum tax" on certain items of tax preference.
These items of tax preference, with respect to stock options,
include the amount by which the fair market value of shares
subject to an incentive stock option, determined at the time of
exercise, exceeds the option price. The alternative minimum tax
is computed by taking into account the taxpayer's "alternative
minimum taxable income". The alternative minimum taxable income
is basically the taxpayer's adjusted gross income adjusted
pursuant to Section 56 of the Internal Revenue Code. In the
event the alternative minimum taxable income exceeds the
exemption amount available, then an "alternative minimum tax"
will be incurred equal to 26% of the excess alternative minimum
taxable income up to $175,000 and 28% for any amount in excess of
$175,000. In the event the alternative minimum tax thus computed
exceeds the taxpayer's regular tax for the year, the alternative
minimum tax will be the tax due. Although an optionee may be
subject to this special tax liability on exercise of an option,
the Internal Revenue Code appears to make no provision for an
increase in the tax basis of the shares so acquired.
If an option holder disposes of shares acquired by him upon
exercise of an option issued under the Plan within either two
years from the date of the granting of the option to him or one
year after the transfer of the shares to him, then such option
MS68109.2SDW 4
holder shall have ordinary income in the year in which such
disposition occurs in an amount equal to the difference, if any,
between the price at which the stock under option was purchased
from the Company and its fair market value at the time of
acquisition.
The Plan is not subject to any provisions of the Employee
Retirement Income Security Act of 1974. The Plan is not
qualified under Section 401(a) of the Internal Revenue Code.
OPERATION OF THE PLAN
SECURITIES SUBJECT TO THE PLAN
The title and total amount of securities to be subject to
options granted and to be granted pursuant to the Plan are as
follows:
<TABLE>
<CAPTION>
Total Amount of
Securities Subject
Title of Securities to Options
<S> <C>
Common Stock, $.01 Par Value 2,000,000 Shares
</TABLE>
ELIGIBILITY AND EXTENT OF PARTICIPATION
The persons who shall be eligible to receive options shall
be such key executive employees (including officers, whether or
not they are Directors) of Bruno's, Inc. or its subsidiaries
existing from time to time as the Board of Directors shall select
MS68109.2SDW 5
from time to time from among those nominated by the Committee
appointed by the Board of Directors to administer the Plan. An
optionee may hold more than one option, but only on the terms and
subject to the restrictions set forth in the Plan. No person
shall be eligible to receive an option for a larger number of
shares than is recommended for him by the Committee. No Director
of the Company, while a member of the Committee appointed by the
Board of Directors to administer the Plan, shall be eligible to
receive an option under the Plan.
There is no maximum or minimum amount of options that may be
received by any one employee.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Company's Compensation
Committee appointed by the Board of Directors of the Company (the
"Committee"). The Committee consists of not less than three (3)
members of the Company's Board of Directors. No member of the
Committee receives any compensation from the assets of the Plan.
The members of the Committee serve from year to year or until
their successors are chosen by the Board of Directors. A member
of the Board of Directors may be removed from or added to the
Committee by the Board of Directors upon a resolution adopted by
a majority of the Board of Directors. The Committee shall from
time to time at its discretion make recommendations to the Board
of Directors with respect to the key executive employees who
shall be granted options and the number of shares to be covered
MS68109.2SDW 6
by each such option. The determination of which employees shall
be entitled to receive options under the Plan is solely within
the discretion of the Committee, subject to the provisions of the
Plan. As of the date of this Prospectus the names of the members
of the Committee, and their addresses and relationships with the
Company, are as follows:
<TABLE>
<CAPTION>
Relationship
with
Name Address Function Bruno's, Inc.
<S> <C> <C> <C>
Richard Cohn 2222 Arlington Ave. Determination Director
Birmingham, AL of Option
35205 Recipients
Judy Merritt 440 Sun Valley Road Determination Director
Birmingham, AL of Option
35215 Recipients
Bart Starr One Chase Corporate Determination Director
Drive, Suite 450 of Option
Birmingham, AL Recipients
35244
</TABLE>
Option Price
Each option shall state the option price, which shall not be
less than one hundred percent (100%) of the fair market value of
the shares of the Common Stock of the Company on the date the
option is granted. If the stock is listed upon an established
stock exchange or exchanges, fair market value shall be deemed to
be the highest closing price of the Common Stock as listed on
such stock exchange or exchanges on the day the option is granted
MS68109.2SDW 7
or, if no sale of the Company's Common Stock has been made on any
stock exchange on that day, on the next preceding day on which
there was a sale of such stock. During such time as such stock
is not listed upon an established stock exchange but is instead
traded over-the-counter, the fair market value per share shall be
equal to the mean of the dealer "bid" and "ask" prices of the
Common Stock in the over-the-counter market on the day the option
is granted, as reported by the National Association of Securities
Dealers Automated Quotations System. If the stock is not listed
on any exchange or traded over-the-counter, the fair market value
shall be determined by appropriate appraisals and opinions of
qualified persons. Subject to the foregoing, the Board of
Directors and the Committee shall have full authority and
discretion in fixing the option price, and shall be fully
protected in doing so.
The price at which the options may be exercised may not be
modified, except pursuant to the anti-dilution provisions of the
Plan. Adjustment will be made for changes in the securities
resulting from stock dividends, stock splits and similar changes.
The Company does not intend to make any periodic reports to
participating employees as to the amount and status of their
accounts but will make such information available to the
employees at any time upon request.
PAYMENT OF PURCHASE PRICE
Each option shall provide that the option price of the
MS68109.2SDW 8
shares as to which an option shall be exercised shall be paid to
the Company at the time of exercise either in cash, Common Stock
of the Company already owned by the Optionee having a total fair
market value equal to the option price, or a combination of cash
and Common Stock having a total fair market value equal to the
option price.
EXERCISE OF OPTIONS
An option may not be exercised during the first year after
the date on which it is granted. Thereafter, except as
specifically provided by the Committee at the time of the
issuance of the option, the option may be exercised at any time
and from time to time, within its terms, in whole or in part.
However, in no event shall said option be exercisable after the
expiration of 10 years from the date on which it was granted.
Not less than 10 shares may be purchased at any one time unless,
under said option, such number is the total number which may be
purchased at such time.
RESTRICTIONS ON RESALE
Certain restrictions exist on the resale of shares of the
Common Stock of Bruno's, Inc. Pursuant to the Plan, each
employee granted an option must hold the shares purchased by him
pursuant to the exercise of any option granted under the Plan for
a period of two years from the date of the granting of the option
or one year after the transfer of the shares to him, whichever is
later. In the event such restrictions are applicable and the
MS68109.2SDW 9
optionee desires to sell such shares at any time prior to the
expiration of the applicable time period set forth above, he may
be required, at the sole discretion of the Committee
administering the Plan, to transfer, assign and convey the shares
so purchased back to the Company at the price paid by said
optionee. Also, an optionee making such a sale will have
ordinary income in the year in which such transfer occurs in an
amount equal to the difference if any between the price at which
the stock was purchased by him from the Company and its fair
market value at the time it was purchased. [See Income Tax
Consequences.] In addition, certain other restrictions apply to
the resale of the Common Stock by affiliates of the Company.
Under Rule 405, as promulgated by the Securities and Exchange
Commission under the Securities Act of 1933, an affiliate is
generally deemed to be a person that directly, or indirectly,
through one or more intermediaries, controls, or is controlled
by, or is under common control with the Company, (i.e., has the
possession, direct or indirect, of the power to direct or cause
the direction of the management and policies of the Company,
whether through the ownership of voting securities, or by
contract, or otherwise). For instance, those persons who are
directors of a company are generally deemed to be affiliates of
that company. Those persons who are affiliates can resell the
shares acquired by them under the Plan only if the shares are
registered under Section 5 of the Securities Act of 1933 or if an
appropriate exemption from such registration for such sale exists
MS68109.2SDW 10
pursuant to Rule 144, as promulgated by the Securities and
Exchange Commission under the Securities Act of 1933, or any
other appropriate exemptory provision of the Securities Act of
1933.
DEATH - TERMINATION OF EMPLOYMENT - ASSIGNMENT
In the event that an optionee shall die or shall cease to be
employed by the Company for any reason whatsoever, and shall not
have fully exercised any option granted under this Plan, the
option or the remaining portion thereof shall be exercisable (by
the optionee, his legally appointed personal representative, or
his heirs, as the case may be) for a period of three months from
the date of death or the date employment is terminated, and shall
thereafter terminate; provided, however, in the case of an
optionee who is disabled within the meaning of IRC Section
22(e)(3) the three-month period shall be one year. The Committee
shall determine whether authorized leave of absence or absence
for military or governmental service shall constitute termination
of employment for the purposes of the Plan. Such determination,
unless overruled by the Board of Directors, shall be final and
conclusive. If no affirmative determination is recorded by the
Committee, such absence shall be deemed to constitute termination
of employment for purposes of the Plan. Notwithstanding anything
herein to the contrary, nothing shall extend optionee's right to
exercise this option after the expiration of 10 years from the
date it is granted.
MS68109.2SDW 11
Each optionee receiving an option under the Plan shall agree
to remain in the employ of and to render his services to the
Company for a period of one (1) year from the date of the
exercise of his option to purchase stock under the Plan. If an
optionee does not remain in the employ of the Company for said
one (1) year period, upon the termination of his employment, he
may be required, at the sole discretion of the Committee
appointed by the Board of Directors to administer the Plan, to
transfer, assign and convey the stock purchased within said one
(1) year period back to the Company at the price paid by said
optionee.
An employee's option granted under the Plan is not
assignable during his lifetime, and no other person shall acquire
any rights to such option acquired pursuant to the Plan other
than by will or the laws of descent and distribution.
SALE, MERGER OR CONSOLIDATION OF THE COMPANY.
In the event that an optionee shall be notified in writing
by the Committee or by the Board of Directors of an impending
sale of substantially all of the assets of the Company, or a
merger or consolidation of the Company, or a sale or exchange of
eighty percent (80%) or more of the outstanding stock of the
Company by the shareholders of the Company, the optionee shall
thereafter have thirty days from the date of such notice to
exercise his option or the remaining part thereof. In the event
he fails to exercise his option, or the remaining part thereof,
MS68109.2SDW 12
within said thirty-day period, and such impending sale, merger or
consolidation is consummated, his option shall no longer be
exercisable and any unexercised portion thereof shall thereupon
be cancelled and terminated. Notwithstanding anything herein to
the contrary, nothing shall extend optionee's right to exercise
this option after the expiration of 10 years from the date it is
granted.
OUTSTANDING OPTIONS UNDER THE PLAN
On May 6, 1993, the Board of Directors of Bruno's, Inc.
approved the issuance of 315,000 options to 22 key executive
employees of the Company at an exercise price of $8.375 per
share. No other options have been issued under the Plan. Of the
total issued options to date, none have expired, been terminated
or exercised under the Plan, and all are currently outstanding.
All of the options expire ten (10) years from the date of
issuance. The issuance of incentive stock options on May 6,
1993, included issuance of 167,500 options to officers of
Bruno's, Inc.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All documents subsequently filed by Bruno's, Inc. pursuant
to Sections 13, 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or
which deregisters any securities remaining unsold, shall be
MS68109.2SDW 13
deemed to be incorporated by reference in this prospectus and to
be a part hereof from the date of filing of such documents. The
following documents are specifically incorporated by reference:
(a) The Company's Form 10-K dated September 30, 1993, File
No. 0-6544.
(b) The Company's Form 10-Q dated November 8, 1993, File
No. 0-6544.
(c) The Company's Form 10-Q dated February 11, 1994, File
No. 0-6544.
(d) The Company's Form 10-Q dated May 20, 1994, File No. 0-
6544.
(e) The Company's Proxy Statement dated September 27, 1993,
File No. 0-6544.
(f) Description of Common Stock of Bruno's, Inc. set forth
under the caption "Capital Stock to be Registered", on
page 1 of Bruno's, Inc. Form 8-A, dated September 19,
1972, File No. 0-6544.
(g) Information, including information as to stock options
(including the amount outstanding, exercises, prices
and expiration dates), included in the Company's Form
10-K described in paragraph (a) above and in the
Company's definitive proxy statement described in
paragraph (b) above and which will be included in the
future either in the Company's proxy statements, annual
reports or appendices to this Prospectus.
MS68109.2SDW 14
LEGAL MATTERS
Legal matters in connection with the sale of Common Stock
offered hereby will be passed upon for the Company by the law
firm of Sirote & Permutt, P.C., Birmingham, Alabama 35205.
Richard Cohn, a member of the Board of Directors of the Company,
is a member and shareholder of said law firm, which serves as
general counsel to the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 10-2A-21, Code of Alabama 1975, as
amended, the Company has the power to indemnify any of its
directors and officers against any liability they may incur as
such directors and officers of the Company, or as directors and
officers of another entity if requested to serve as such by the
Company, provided that the Company determines that the directors
and officers incurring the liability acted in good faith and in
what they believed to be the best interests of the Company. Such
determination is to be made either (1) by a quorum of
disinterested Directors serving on the current Board of Directors
of the Company, (2) at the request of the Board, by independent
legal counsel for the Company in a written opinion, or (3) by the
Shareholders. Payment of the expenses incurred in defending such
officers or directors may be paid by the Company in advance of
the final deposition of such suit or proceeding upon receipt of
an undertaking by the director or officer to repay such amount in
the event it is ultimately determined that such officer or
director is not entitled to be indemnified by the Company
MS68109.2SDW 15
pursuant to said section of the Code.
In addition, the Company shall have the power to purchase
and maintain insurance on any such director or officer of the
Company, or director or officer of another entity if serving in
such capacity at the request of the Company, against any
liability asserted against such officer or director or incurred
by him in such capacity, whether or not the Company has the power
to indemnify him against such liability under the provisions of
Section 10-2A-21, Code of Alabama 1975, as amended.
In addition to the above indemnification provisions, the
members of the Committee appointed to administer the Plan shall
be indemnified by the Company against reasonable expenses,
including attorneys' fees, actually and necessarily incurred by
them in connection with any action, suit or proceeding to which
they or any of them may be a party by reason of any action taken,
or failure to act under or in connection with the Plan or any
option granted thereunder, and against all amounts paid by them
in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding, except in relation to matters as to which it shall be
adjudged that such Committee member is liable for negligence or
misconduct in the performance of his duties; provided that within
60 days after institution of any such action, suit or proceeding,
a Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.
MS68109.2SDW 16
ADDITIONAL INFORMATION
A Registration Statement (and amendment thereto) in respect
of the securities offered by this Prospectus has been filed with
the Securities and Exchange Commission, Washington, D.C. 20549,
under the Securities Act. Additional information concerning the
Company and such securities is to be found in the Registration
Statement and amendment thereto, including various exhibits
thereto, which may be inspected at the office of the Securities
and Exchange Commission.
MS68109.2SDW 17
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4 Specimen of Common Stock Certificate of
Bruno's, Inc., incorporated by reference
(pursuant to the provisions of Rule
12(b)-32) to the Bruno's, Inc.
Registration Statement filed on Form S-
1, Registration No. 2-147336, on
September 13, 1971.
5 Opinion re legality
15 Consents of Independent Public
Accountants and Counsel
25 None
28 None
MS68109.2SDW 18
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated August 6, 1993, included in or incorporated by
reference in the Bruno's, Inc. Form 10-K for the fiscal year
ended July 3, 1993.
/s/ Arthur Andersen & Co.
Birmingham, Alabama
April 27, 1994
MS68109.2SDW 19
CONSENT OF COUNSEL
As legal counsel for Bruno's, Inc., we hereby consent to the
inclusion in this Registration Statement on Form S-8 of the
reference in the section entitled "Legal Matters" to this law
firm.
SIROTE & PERMUTT, P.C.
By /s/ Richard Cohn
Richard Cohn
Birmingham, Alabama
June 6, 1994
MS68109.2SDW 20
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; (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) 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 Securities Exchange Act of 1934 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
MS68109.2SDW 21
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. Undertaking to Incorporate Subsequent Exchange Act
Documents by Reference. 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
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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.
MS68109.2SDW 22
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 Birmingham, State of Alabama, on June 6, 1994.
BRUNO'S, INC.
By /s/ Ronald G. Bruno
Ronald G. Bruno
Chief Executive Officer
By /s/ Glenn J. Griffin
Glenn J. Griffin
Treasurer
MS68109.2SDW 23
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in their capacities with Bruno's, Inc., the employer and
the issuer, on the dates indicated:
Signature Title Date
/s/ Ronald G. Bruno Chief Executive June 6, 1994
Ronald G. Bruno Officer and Chairman
of the Board
/s/ Joseph S. Bruno Chairman Emeritus June 6, 1994
Joseph S. Bruno
/s/ Paul F. Garrison President; Director June 6, 1994
Paul F. Garrison
/s/ Glenn J. Griffin Senior Executive Vice June 6, 1994
Glenn J. Griffin President; CFO;
Treasurer; Director
/s/ Kenneth J. Bruno Executive Vice June 6, 1994
Kenneth J. Bruno President; Director
/s/ Richard Cohn Director June 6, 1994
Richard Cohn
/s/ Judy M. Merritt Director June 6, 1994
Judy M. Merritt
/s/ Benny M. LaRussa,Jr. Director June 6, 1994
Benny M. LaRussa, Jr.
/s/ J. Mason Davis, Jr. Director June 6, 1994
J. Mason Davis, Jr.
/s/ Bart Starr Director June 6, 1994
Bart Starr
MS68109.2SDW 24
(205) 930-5133
May 17, 1994
Bruno's, Inc.
P.O. Box 2486
Birmingham, AL 35201
Dear Sirs:
We have examined the corporate records and proceedings of
Bruno's, Inc., an Alabama corporation (hereinafter referred to as
the "Company"), with respect to:
1. The organization of the Company; and
2. The legal sufficiency of all corporate proceedings of
the Company taken in connection with the creation,
issuance, the form, and the validity of all of the
authorized stock of the Company.
3. The Company's Employee Incentive Stock Option Plan (the
"Plan") and all corporate action taken in connection
with the creation of the Plan.
Based upon such examination, we are of the opinion:
(a) That Bruno's, Inc. is duly organized and validly
existing and in good standing under the laws of the State of
Alabama;
(b) That the Company is authorized to have outstanding
200,000,000 shares of common stock at the par value of $.01 per
share of which 78,090,441 shares have been issued and are
presently outstanding;
(c) That the Company has taken all necessary and required
corporate proceedings in connection with the creation of its
MS169662.MS
presently authorized stock, and that all of the stock issued
under the Plan upon the exercise of options will, when sold, be
validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to Form S-8, the Registration Statement, under the Securities Act
of 1933 for Bruno's, Inc. Employee Incentive Stock Option Plan.
Sincerely,
/s/ Richard Cohn
Richard Cohn
FOR THE FIRM
RC/ms
MS169662.MS
