As filed with the Securities and Exchange Commission on March 1, 1996
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________________
CRACKER BARREL OLD COUNTRY STORE, INC.
(Exact name of registrant as specified in its charter)
Tennessee 62-0812904
(State of Incorporation) (I.R.S. Employer
Identification No.)
Hartmann Drive
P.O. Box 787
Lebanon, Tennessee 37088-0787
(Address of principal executive offices)
1987 STOCK OPTION PLAN
(Full Title of the Plan)
Dan W. Evins
Director, Chairman and CEO
Cracker Barrel Old Country Store, Inc.
P.O. Box 787 Hartmann Drive
Lebanon, Tennessee 37088-0787
(615) 444-5533
(Name, address and telephone number of agent for service)
(with copies to:)
Kelly R. Duggan, Esq.
Baker, Donelson, Bearman & Caldwell,
A Professional Corporation
1700 Nashville City Center
511 Union Street
P.O. Box 190613
Nashville, Tennessee 37219
(615) 726-5619
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Maximum Amount of
Securities to Amount to be Maximum Offering Aggregate Offering Registration
be Registered Registered Price Per Share(1) Price Fee
_____________________________________________________________________________
Shares, Common
Stock,
$.50 par value 3,000,000 $20.875 $62,625,000 $21,595
=============================================================================
(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 Company's Common Stock on the NASDAQ National Market System on
February 27, 1996.
This registration statement provides for the registration of an additional
3,000,000 shares of common stock of the Company to be issued pursuant to its
1987 Stock Option Plan.
<PAGE>
EXPERTS AND
INCORPORATION BY REFERENCE
The contents of the Form S-8 Registration Statement under the Securities
Act of 1933, File No. 33-__________, covering the Cracker Barrel Old Country
Store, Inc. 1987 Stock Option Plan, are incorporated herein by reference.
The financial statements incorporated in this prospectus by reference
from the Company's Annual Report on Form 10-K for the year ended July 28,
1995 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report which is incorporated herein by reference, and has
been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
With respect to the unaudited interim financial information for the
quarters ended October 27, 1995 and October 28, 1994, which is incorporated
herein by reference, Deloitte & Touche LLP have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their report included in the Company's Quarterly Report
on Form 10-Q for the quarters ended October 27, 1995 and October 28, 1994,
and incorporated by reference herein, they did not audit and they do not
express an opinion on that interim financial information. Accordingly, the
degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied. Deloitte &
Touche LLP are not subject to the liability provisions of Section 11 of the
Securities Act of 1933 for their report on the unaudited interim financial
information because that report is not a "report" or a "part" of the
registration statement prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Securities Act of 1933.
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INDEX TO EXHIBITS
_________________
Exhibits
________
5 Opinion of Baker, Donelson, Bearman & Caldwell, A Professional
Corporation, counsel to the Registrant.
15 Letter in lieu of consent of Deloitte & Touche LLP regarding review
report on unaudited interim financial information.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Baker, Donelson, Bearman & Caldwell, A Professional
Corporation (contained in their opinion filed as Exhibit 5).
25 Power of Attorney (Included on signature page).
28(a) The Company's 1987 Employee Stock Option Plan, as amended.
_________________
1 Incorporated by reference to the Company's Annual Report on Form 8-K
under the Securities Exchange Act of 1934 filed February 3, 1992 (File No.
33-56222).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Cracker
Barrel Old Country Store, Inc. 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, and State of
Tennessee, on the 1st day of March, 1996.
CRACKER BARREL OLD COUNTRY STORE, INC.
By: /s/Dan W. Evins Dated: March 1, 1996
Dan W. Evins
Director, Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dan W. Evins, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him
an in his name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes
as he might or could do in person thereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitutes
or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this report
has been signed below by the following persons on behalf of the Company and
in the capacities and on the date indicated above.
/s/James C. Bradshaw /s/Charles T. Lowe, Jr.
James C. Bradshaw, M.D., Director Charles T. Lowe, Jr., Director
__________________________________ /s/B.F. Lowery
Robert V. Dale, Director B.F. Lowery, Director
/s/Dan W. Evins /s/Ronald N. Magruder
Dan W. Evins, Director Ronald N. Magruder, Director
/s/Edgar W. Evins /s/Gordon L. Miller
Edgar W. Evins, Director Gordon L. Miller, Director
/s/William D. Heydel /s/Martha M. Mitchell
William D. Heydel, Director Martha M. Mitchell, Director
/s/Robert C. Hilton /s/James H. Stewart
Robert C. Hilton, Director James H. Stewart, Director
/s/Charles E. Jones, Jr. __________________________________
Charles E. Jones, Jr., Director Jimmie D. White, Director
<PAGE>
EXHIBIT 5
_________
OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL
__________________________________________________________
March 1, 1996
Cracker Barrel Old Country Store, Inc.
P.O. Box 787
Hartmann Drive
Lebanon, Tennessee 37088-0787
RE: 1987 Stock Option Plan
Gentlemen:
We have acted as securities counsel for Cracker Barrel Old Country
Store, Inc., a Tennessee corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement"),
pursuant to the Securities Act of 1933, as amended, relating to the Company's
1987 Stock Option Plan (the "Plan"). This opinion is being furnished in
response to Item 601 of Regulation S-K and the instructions to Form S-8.
We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of
law and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of the State of Tennessee.
2. The Plan has been duly and validly authorized and adopted, and the
additional 3,000,000 shares of Common Stock of the Company, $.50 par value
(the "Shares") 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.
The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
In rendering the foregoing opinion, we have relied to the extent we deem
such reliance appropriate as to certain matters on statements,
representations and other information obtained from public officials,
officers of the Company and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
BAKER, DONELSON, BEARMAN & CALDWELL,
a Professional Corporation
<PAGE>
EXHIBIT 15
__________
DELOITTE & TOUCHE LLP LETTER IN LIEU OF CONSENT
_______________________________________________
CONCERNING UNAUDITED INTERIM FINANCIALS
_______________________________________
March 1, 1996
Cracker Barrel Old Country Store, Inc.
Hartmann Drive
Lebanon, Tennessee 37088-0787
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
financial information of Cracker Barrel Old Country Store, Inc. for the
quarters ended October 27, 1995 and October 28, 1994, as indicated in our
report dated December 6, 1995; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q for the quarter ended October 27, 1995, is
being incorporated by reference in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
<PAGE>
EXHIBIT 23(a)
_____________
CONSENT OF DELOITTE & TOUCHE LLP
________________________________
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Cracker Barrel Old Country Store, Inc. on Form S-8 of our report dated
September 6, 1995 incorporated by reference in the Annual Report on Form 10-K
of Cracker Barrel Old Country Store, Inc. for the year ended July 28, 1995.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
March 1, 1996
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