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 INCENTIVE STOCK PLAN
(Full title of Plan)
Laura M. Bishop with copies to:
Senior Vice President James R. Hale
and Chief Financial Officer or Drew R. Fuller, Jr.
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,
San Antonio, Texas 78265-3069 Suite 620
San Antonio, Texas 78205
(Names and addresses of agents 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 of
to be to be price per offering registration
Registered Registerd share price fee
_______________________________________________________________________________
(1) (2) (2)
Common Stock, par
Value, $.32 per
Share 2,500,000 $15.75 $39,375,000 $10,946.25
(1) Plus such indeterminate number of additional shares of Common Stock as may
be issuable by reason of the operation of the antidilution provisions of
awards granted under the Plan.
(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 January 5, 1999, 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
Incentive Stock 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, 1998; Quarterly Report on Form 10-Q for the fiscal quarter ended
November 30, 1998; 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, 1998 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 currently in
effect, 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 as currently in effect, filed as Exhibit 3(c) to
the Company's Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, 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,
filed April 17, 1991, 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, 1998, is incorporated herein by reference.
99.3 The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 1998, 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 Securities Exchange Act of 1934 (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-3or 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.
<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 8th day of
January, 1999.
LUBY'S CAFETERIAS, INC.
By: LAURA M. BISHOP
________________________________
Laura M. Bishop,
Senior Vice President
and Chief Financial Officer
We, the undersigned officers and directors of Luby's Cafeterias, Inc. (the
"Company"), hereby severally appoint Barry J.C. Parker 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
DAVID B. DAVISS David B. Daviss
____________________________ Chairman of the Board and
January 8, 1999 Director
BARRY J.C. PARKER Barry J.C. Parker
____________________________ President, Chief Executive
January 8, 1999 Officer, and Director
LAURA M. BISHOP Laura M. Bishop
____________________________ Senior Vice President
January 8, 1999 and Chief Financial Officer
PAULA Y. GOLD-WILLIAMS Paula Y. Gold-Williams
____________________________ Controller
January 8, 1999
RONALD K. CALGAARD Ronald K. Calgaard, Director
____________________________
January 8, 1999
LAURO F. CAVAZOS Lauro F. Cavazos, Director
____________________________
January 8, 1999
JUDITH B. CRAVEN Judith B. Craven, Director
____________________________
January 8, 1999
ARTHUR R. EMERSON Arthur R. Emerson, Director
____________________________
January 8, 1999
ROGER R. HEMMINGHAUS Roger R. Hemminghaus, Director
____________________________
January 8, 1999
JOHN B. LAHOURCADE John B. Lahourcade, Director
____________________________
January 8, 1999
WALTER J. SALMON Walter J. Salmon, Director
____________________________
January 8, 1999
GEORGE H. WENGLEIN George H. Wenglein, Director
____________________________
January 8, 1999
JOANNE WINIK Joanne Winik, Director
_____________________________
January 8, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
4 Certificate of Incorporation of the Company as currently
in effect, 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 as currently
in effect, filed as Exhibit 3(c) to the Company's
Quarterly Report on Form 10-Q for the quarter ended
February 28, 1998, 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, 1998, is incorporated
herein by reference.
99.3 The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended November 30, 1998, is incorporated
herein by reference.
Exhibit 5
January 7, 1999
Luby's Cafeterias, Inc.
2211 N.E. Loop 410
San Antonio, Texas 78217
Re: Registration Statement on Form S-8
Luby's Incentive Stock 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 2,500,000
shares of the common stock, par value $.32 per share, of the Company issuable
under the Luby's Incentive Stock 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
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 Incentive Stock Plan of Luby's Cafeterias,
Inc. of our report dated October 5, 1998, with respect to the financial
statements of Luby's Cafeterias, Inc. included in its Annual Report (Form 10-K)
for the year ended August 31, 1998, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Antonio, Texas
January 7, 1999
