Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LUBY'S CAFETERIAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1335253
(State of Incorporation) (I.R.S. Employer Identification No.)
2211 N.E. Loop 410, P.O. Box 33069, San Antonio, Texas 78265-3069
(Address of Principal Executive Offices) (Zip Code)
LUBY'S CAFETERIAS
SAVINGS AND INVESTMENT PLAN
(Full title of Plan)
John E. Curtis, Jr. with copies to:
President James R. Hale
Luby's Cafeterias, Inc. Cauthorn Hale Hornberger Fuller
2211 N.E. Loop 410 Sheehan & Becker, Incorporated
Post Office Box 33069 700 North St. Mary's Street, Suite 620
San Antonio, Texas 78265-3069 San Antonio, Texas 78205
(Names and addresses of agent for service)
(210) 654-9000 (210) 271-1700
(Telephone numbers, including area codes, of agent for service)
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount
to be to be price per offering of regis-
Registered Registered share price tration fee
_____________________________________________________________________________
Common stock, (1) (2) (2)
par value, 200,000 $20.4375 $4,087,500.00 $1,238.64
$.32 per share
_____________________________________________________________________________
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan described
herein.
(2) In accordance with Rule 457(c), computed upon the basis of the average
of the high and low prices of the Company's common stock as reported in
the consolidated reporting system, on December 31, 1996, which price
is used solely for the purpose of calculating the registration fee.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Luby's Cafeterias, Inc. is referred to herein as the "Company," and
Luby's Cafeterias Savings and Investment Plan is referred to herein as the
"Plan." The documents listed below are incorporated by reference in this
registration statement:
The Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 1996; Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 1996; and all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act")
since August 31, 1996 are hereby incorporated herein by reference. The
shares of common stock registered pursuant to this registration statement of
which the prospectus is a part are of the same class of securities of the
Company currently registered under Section 12 of the Exchange Act. The
descriptions of the common stock contained in previous registration
statements, as amended by any amendment or reports filed which update such
registration statements, and as amended by the Company's Certificate of
Incorporation and all amendments thereto, are hereby incorporated herein
by reference.
All documents filed by the Company 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 by the Company have been sold or which deregisters all
securities then remaining unsold, will be deemed to be incorporated by
reference in 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 in this registration
statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this
registration statement or in any other subsequently filed document which also
is or is deemed to be incorporated by reference modifies or replaces such
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.
No expert or counsel for the Company has an interest in the Company which
exceeds Fifty Thousand Dollars ($50,000.00).
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees,
actually and reasonably incurred in connection with the defense or settlement
of such action, and the corporation may not indemnify for amounts paid in
satisfaction of a judgment or in settlement of the claim. In any such action,
no indemnification may be paid in respect of any claim, issue or matters as to
which such person shall have been adjudged liable to the corporation, except
as otherwise approved by the Delaware Court of Chancery or the court in which
the claim was brought. In any other type of proceeding, the indemnification
may extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable
to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote
of a quorum of disinterested members of the board of directors, or (2) by
independent legal counsel in a written opinion, if such a quorum does not
exist or if the disinterested directors so direct, or (3) by the stockholders.
The Company's Certificate of Incorporation and Bylaws, including all
amendments thereto, require the Company to indemnify the Company's directors
to the maximum extent permitted under Delaware law or any other applicable law
in effect, but if such statute or law is amended, the Company may change the
standard of indemnification only to the extent that such amended statute or
law permits the Company to provide broader indemnification rights to the
Company's directors. Pursuant to employment agreements entered into in the
normal course of business by the Company with its executive officers and
certain other key employees, the Company may be required to indemnify such
officers and employees in the same manner and to the same extent that the
Company is required to indemnify its directors under its Certificate of
Incorporation and Bylaws, including all amendments thereto. The Company's
Certificate of Incorporation and Bylaws, each as amended, limit the personal
liability of a director to the Company or its stockholders to damages for
breach of the director's fiduciary duty.
Item 7. Exemption from Registration Claimed.
No restricted securities are to be reoffered or resold pursuant to this
registration statement.
Item 8. Exhibits.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K:
Number Description
4 Certificate of Incorporation of the Company as in effect
February 28, 1994, filed as Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1994; and Bylaws of the Company, filed as
Exhibit 3(c) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996, are
incorporated herein by reference.
5 Opinion of Cauthorn Hale Hornberger Fuller Sheehan &
Becker, Incorporated, as to the legality of the common
stock of the Company to be registered hereunder.
23.1 Consent of Cauthorn Hale Hornberger Fuller Sheehan &
Becker Incorporated (incorporated within Exhibit Number 5
hereof).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included as part of the signature page
of this registration statement).
99.1 Description of common stock of the Company contained in
Form 8-A, dated December 19, 1973, as amended by the
Certificate of Incorporation of the Company, filed as
Exhibit 3(a) to the Company's Quarterly Report on Form
10-Q for the quarter ended February 28, 1994, are
incorporated herein by reference.
99.2 The Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996, is incorporated herein by
reference.
99.3 The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1996, is incorporated herein by
reference.
Item 9. Undertakings.
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 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this registration statement (or the most
recent post-effective amendment thereof);
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that subparagraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment to this
registration statement by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange
Act and are incorporated by reference therein.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(4) That, for purposes of determining any liability under the
Securities Act, 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 this 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.
(5) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act, and, where interim financial
information required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
(6) That, insofar as indemnification for liabilities arising under
the Securities Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(7) To submit the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and to make all changes
required by the IRS in order to qualify the Plan.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 San Antonio, State of Texas, as of
the 31st day of December, 1996.
LUBY'S CAFETERIAS, INC.
By: JOHN E. CURTIS, JR.
______________________________
John E. Curtis, Jr., President
We, the undersigned officers and directors of Luby's Cafeterias, Inc.
(the "Company"), hereby severally appoint John E. Curtis, Jr. or Laura M.
Bishop and each of them, agent and attorney-in-fact to sign for us, and in our
names in the capacities indicated below, a registration statement on Form S-8
relating to certain shares of the Company's common stock, and any and all
amendments to such registration statement, for the purpose of registering such
shares under the Securities Act, hereby ratifying and confirming our
signatures as they may be signed by our attorneys to such registration
statement and any and all amendments thereto.
Witness our hands on the respective dates set forth below.
____________________
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and as of
the dates indicated.
Signature and Date Name and Title
RALPH ERBEN Ralph Erben, Chairman of the Board,
_________________________ Chief Executive Officer and Director
December 31, 1996
JOHN E. CURTIS, JR. John E. Curtis, Jr., President, Chief
_________________________ Operating Officer, Chief Financial
December 31, 1996 Officer and Director
WILLIAM E. ROBSON William E. Robson, Executive Vice
_________________________ President-Operations and Director
December 31, 1996
RONALD E. RIEMENSCHNEIDER Ronald E. Riemenschneider, Vice
_________________________ President, Treasurer and Principal
December 31, 1996 Accounting Officer
Lauro F. Cavazos, Director
_________________________
December __, 1996
David B. Daviss, Director
_________________________
December __, 1996
Roger R. Hemminghaus, Director
_________________________
December __, 1996
JOHN B. LAHOURCADE John B. Lahourcade, Director
_________________________
December 31, 1996
Walter J. Salmon, Director
_________________________
December __, 1996
GEORGE H. WENGLEIN George H. Wenglein, Director
_________________________
December 31, 1996
JOANNE WINIK Joanne Winik, Director
_________________________
December 31, 1996
The Plan. Pursuant to the requirements of the Securities Act, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Antonio, State of Texas,
as of the 31st day of December, 1996.
LUBY'S CAFETERIAS SAVINGS
AND INVESTMENT PLAN
By: LUBY'S CAFETERIAS, INC.
a Delaware corporation,
Plan Administrator
By: JOHN E. CURTIS, JR.
________________________________
John E. Curtis, Jr.
President
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
4 Certificate of Incorporation of the Company as in effect
February 28, 1994, filed as Exhibit 3(a) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1994; and Bylaws of the Company, filed as
Exhibit 3(c) to the Company's Annual Report on Form 10-K
for the fiscal year ended August 31, 1996, are incorporated
herein by reference.
5 Opinion of Cauthorn Hale Hornberger Fuller Sheehan &
Becker Incorporated, as to the legality of the common
stock of the Company to be registered hereunder.
23.1 Consent of Cauthorn Hale Hornberger Fuller Sheehan &
Becker Incorporated (incorporated within Exhibit
Number 5 hereof).
23.2 Consent of Ernst & Young LLP.
24 Power of Attorney (included as part of the signature
page of this registration statement).
99.1 Description of common stock of the Company contained
in Form 8-A, dated December 19, 1973, as amended by
the Certificate of Incorporation of the Company,
filed as Exhibit 3(a) to the Company's Quarterly Report
on Form 10-Q for the quarter ended February 28, 1994,
are incorporated herein by reference.
99.2 The Company's Annual Report on Form 10-K for the fiscal
year ended August 31, 1996, is incorporated herein by
reference.
99.3 The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1996, is incorporated
herein by reference.
Exhibit 5
Exhibit 23.1
December 31, 1996
Luby's Cafeterias, Inc.
2211 N.E. Loop 410
San Antonio, Texas 78217
Re: Registration Statement on Form S-8
Luby's Cafeterias Savings and Investment Plan
Gentlemen:
We have acted and are acting as counsel for Luby's Cafeterias, Inc., a
Delaware corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, pursuant to the above-mentioned
Registration Statement on Form S-8 (the "Registration Statement"), of 200,000
shares of the common stock, par value $.32 per share, of the Company issuable
under the Luby's Cafeterias Savings and Investment Plan (the "Plan").
We have examined and are familiar with the originals or copies, the
authenticity of which have been established to our satisfaction, of all such
documents, corporate records and other instruments as we have deemed necessary
to express the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that:
1. The Company has been duly incorporated and is validly existing under
the laws of the State of Delaware.
2. The shares of the common stock of the Company to be issued pursuant
to the Plan will have been duly authorized and legally issued and will
constitute fully paid and non-assessable shares of the common stock of the
Company when issued in accordance with the Plan.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Registration
Statement.
Yours very truly,
JAMES R. HALE
_________________________
James R. Hale
Cauthorn Hale Hornberger
Fuller Sheehan & Becker
Incorporated
Attorneys At Law
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Luby's Cafeterias Savings and Investment Plan of
Luby's Cafeterias, Inc. of our report dated October 1, 1996, with respect
to the financial statements of Luby's Cafeterias, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended August 31, 1996,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
December 31, 1996
