As filed with the United States Securities and Exchange Commission on January
19, 1999.
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
PICCADILLY CAFETERIAS, INC.
(Exact name of registrant as specified in its charter)
__________________
LOUISIANA 72-0604977
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
3232 SHERWOOD FOREST BLVD.
BATON ROUGE, LOUISIANA 70816
(504) 293-9440
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
__________________
PICCADILLY CAFETERIAS, INC.
AMENDED AND RESTATED 1993 INCENTIVE COMPENSATION PLAN
(FORMERLY THE 1988 STOCK OPTION PLAN)
(Full title of the Plan)
__________________
RONALD A. LABORDE COPY TO
PRESIDENT AND CHIEF EXECUTIVE OFFICER MARGARET F. MURPHY
PICCADILLY CAFETERIAS, INC. JONES, WALKER, WAECHTER, POITEVENT,
3232 SHERWOOD FOREST BLVD. CARRERE & DENEGRE, L.L.P.
BATON ROUGE, LA 70816 51ST FLOOR
(504) 293-9440 201 ST. CHARLES AVENUE
(Name, address, including zip code, NEW ORLEANS, LOUISIANA 70170
and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, no par value 47,000 shares $ 12.00(2) $ 564,000(2) $ 156.792
403,000 shares $ 10.641(3) $4,288,323(3) $1,192.153
Preferred Stock Purchase Rights(4) $ 0
Total 450,000 shares $4,852,323 $1,348.95
</TABLE>
(1)A total of 1,000,000 shares of Common Stock and 1,000,000 Rights have
previously been registered for issuance through the Amended and Restated
Piccadilly Cafeterias, Inc. 1993 Incentive Compensation Plan under
Registration Statement No. 33- 27793 effective April 17, 1989. No Rights
are being registered with respect to the additional 450,000 shares of Common
Stock registered hereby, as the Company does not currently have a Rights
Plan in effect. Upon the occurrence of any future stock split, stock
dividend or similar transaction involving Common Stock of the Registrant
during the effectiveness of this Registration Statement, the number of
securities registered shall be automatically increased to cover the
additional securities in accordance with Rule 416(a) under the Securities
Act of 1933.
(2)Computed in accordance with Rule 457(h)(i) under the Securities Act of 1933,
based upon the price at which outstanding options may be exercised.
(3)Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c), based upon the average of the high and low price
per share of Common Stock on the New York Stock Exchange on January 11,
1999, in accordance with Rule 457(c).
(4)Rights are attached to and trade with the Common Stock of the Registrant.
Value attributable to such Rights, if any, as reflected in the market price
of the Common Stock. Because no separate consideration is paid for such
Rights, the registration fee for such securities is included in the fee for
the Common Stock.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Piccadilly Cafeterias,
Inc. (the "Company")with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
(c) The Company's Current Report on Form 8-K filed with the Commission
on November 19, 1998 and the amendment on Form 8-K/A filed on
August 11, 1998, which amends the report on Form 8-K filed on June
5, 1998.
(d) The description of the Company's Common Stock contained in the
Company's registration statement pursuant to which the Company's
shares of Common Stock were registered under Section 12(g) of the
Securities Exchange Act of 1934, and any amendment or report filed
for the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be made a part hereof from the
date of filing of such documents. Information incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information
and financial statements appearing in all of the documents incorporated herein
by reference and should be read together therewith. Any statement contained in
a document incorporated or deemed to be incorporated by reference shall be
deemed to be modified or superseded to the extent that any other document
subsequently filed or incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Louisiana Business Corporation Law provides in part
that a corporation may indemnify any director, officer, employee or agent of
the corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action by or in the right of
the corporation) if such action arises out of his acts on behalf of the
corporation and he acted in good faith and in a manner be reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Indemnification is not permitted for willful
or intentional misconduct unless a court determines that despite the
adjudication of liability, in view of all the circumstances, the indemnified
person is entitled to indemnity.
Section 6.10 of the Company's by-laws provides for mandatory
indemnification for directors and officers or former directors and officers of
the Company to the extent permitted by Louisiana law.
Neither the indemnification provisions of the Louisiana Business
Corporation Law nor the mandatory indemnification provided by the Company's by-
laws are exclusive of any other rights under any law, agreement or
authorization of shareholders or directors. In addition, a corporation has
the power to obtain and maintain insurance, or to create a form of self-
insurance on behalf of any person who is or was acting for the corporation,
regardless of whether the corporation has the legal authority to indemnify the
insured person against such liability. The Company maintains an insurance
policy covering the liability of its directors and officers for actions taken
in their official capacities.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 of
1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8.EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
ITEM 9.UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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 1(a)(i) and 1(a)(ii) do not apply if 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 herein.
(b) 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 herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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.
(2) 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.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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
proceedings) 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 of
whether such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<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 Baton Rouge, State of Louisiana, on January 12,
1999.
PICCADILLY CAFETERIAS, INC.
By: /S/ RONALD A. LABORDE
Ronald A. LaBorde
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Ronald A. LaBorde and J. Fred
Johnson or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ PAUL W. MURRILL Chairman of the Board January 12, 1999
Paul W. Murrill
/S/ RONALD A. LABORDE President, Chief Executive Officer January 12, 1999
Ronald A. LaBorde and Director
/S/ J. FRED JOHNSON Executive Vice President, Treasurer January 12, 1999
J. Fred Johnson and Chief Financial Officer
(Principal Financial Officer)
/S/ MARK L. MESTAYER Secretary and Director January 12, 1999
Mark L. Mestayer of Finance
(Principal Accounting Officer)
/S/ NORMAN C. FRANCIS Director January 11, 1999
Norman C. Francis
/S/ DALE E. REDMAN Director January 11, 1999
Dale E. Redman
/S/ ROBERT P. GUYTON Director January 11, 1999
Robert P. Guyton
/S/ CHRISTEL C. SLAUGHTER Director January 11, 1999
Christel C. Slaughter
/S/ EDWARD M. SIMMONS, SR. Director January 11, 1999
Edward M. Simmons, Sr.
/S/ C. RAY SMITH Director January 11, 1999
C. Ray Smith
/S/ RALPH ERBEN Director January 11, 1999
Ralph Erben
JONES, WALKER EXHIBIT 5
WAECHTER, POITEVENT
CARRERE & DENEGRE, L.L.P.
January 18, 1999
Piccadilly Cafeterias, Inc.
3232 Sherwood Forest Blvd.
Baton Rouge, LA 70816
Gentlemen:
We have acted as counsel for Piccadilly Cafeterias, Inc., a Louisiana
corporation (the "Company"), in connection with the Company's registration
statement on Form S-8 (the "Registration Statement") with respect to the
issuance by the Company of 450,000 shares of the Common Stock of the
Company, no par value per share (the "Common Stock"), pursuant to the terms
of the Company's Amended and Restated 1993 Incentive Compensation Plan (the
"Plan").
Based upon the foregoing, and upon our examination of such matters as
we deem necessary in order to furnish this opinion, we are of the opinion
that the shares of Common Stock referred to herein, when issued in
accordance with the terms of the Plan, will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /S/ MARGARET F. MURPHY
Margaret F. Murphy
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Piccadilly Cafeterias, Inc. Amended and Restated
1993 Incentive Compensation Plan of our report dated July 27, 1998, with
respect to the consolidated financial statements and schedule of Piccadilly
Cafeterias, Inc. incorporated by reference in its Annual Report (Form 10-K) for
the year ended June 30, 1998, filed with the Securities and Exchange Commission
Ernst & Young LLP
New Orleans, Louisiana
January 12, 1999
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Piccadilly Cafeterias, Inc. Amended and Restated
1993 Incentive Compensation Plan of our report dated June 20, 1997, with
respect to the financial statements of Morrison Fresh Cooking, Inc. included in
Form 8-K/A dated August 11, 1998 of Piccadilly Cafeterias, Inc., filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Atlanta, Georgia
January 12, 1999
