As filed with the Securities and Exchange Commission on September 29, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAYPORT RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
59-1827599
(I.R.S. employer identification no.)
4000 HOLLYWOOD BOULEVARD, HOLLYWOOD, FLORIDA 33021
(Address of principal executive offices) (Zip code)
1993 STOCK OPTION PLAN
(Full title of the Plan)
David J. Connor
Chief Executive Officer
Bayport Restaurant Group, Inc.
4000 Hollywood Boulevard
Hollywood, Florida 33021
(Name and address of agent for service)
(305) 967-6700
(Telephone number, including area code, of agent for service)
Copy to:
Philip B. Schwartz, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Brickell Square
801 Brickell Avenue
Miami, Florida 33131
Telephone: (305) 374-5600
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [X]
(CALCULATION OF REGISTRATION FEE IS ON THE NEXT PAGE)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE(1) PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares $4.625 $925,000 $319
$.001 par value
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based upon the average of the high and low bid
prices of the Company's Common Stock on September 26, 1995.
(ii)
<PAGE>
BAYPORT RESTAURANT GROUP, INC.
1993 STOCK PLAN
INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below are hereby incorporated by
reference in this Registration Statement on Form S-8; and all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference in this Registration Statement on Form
S-8, and shall be a part hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended December 26, 1994.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 26, 1994.
(c) The description of the Registrant's Common Stock contained in
Registration Statements filed under the Securities Exchange Act
of 1934, including any amendment or report filed for the purpose
of updating such description.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's By-laws, as amended, contain a provision that would
limit the scope of personal liability of directors for monetary damages for
breach of certain duties. The provision is consistent with Section 607.0831 of
the Florida Business Corporations Act which, among other reasons, is designed to
encourage qualified individuals to serve as directors of Florida corporations by
permitting a Florida corporation to limit director's liability for monetary
damages for breach of duty of care.
The indemnification provision in the Registrant's By-laws, as amended,
is intended to protect the Registrant's directors against personal liability for
breaches of their duty of care in certain circumstances. The provisions of the
By-laws would absolve directors of liability for negligence in the performance
of their duties, excluding gross negligence, breach of duty of loyalty to the
corporation and shareholders and violations of Section 607.0831 of the Florida
Business Corporations Act. Section 607.0831 provides that directors are
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions. Further, the provision in the Registrant's By-laws would not limit
or eliminate liability of directors arising in connection with causes of action
brought under federal securities laws.
<PAGE>
EXHIBITS
5 Opinion of Akerman, Senterfitt & Eidson, P.A. as to the
legality of the securities being offered hereunder.
23.1 Consent of Grant Thornton LLP, independent certified public
accountants.
23.2 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
the opinion filed as Exhibit 5 to the Registration Statement).
99.1 1993 Stock Option Plan (incorporated by reference from the
Exhibits to the Company's Quarterly Report on Form 10-QSB for
the quarter ended June 28, 1993).
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 to include any
material information with respect to the plan of distribution not previously
disclosed or any material change to such information in the Registration
Statement.
(2) That for the purpose of determining liability under the Securities
Act of 1933, each such post-effective amendment as a new registration statement
relating to the securities offered, 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 of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or 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.
(5) 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
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 Act and will
be governed by the final adjudication of such issue.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing an 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 Hollywood, Florida on the 31 day of August,
1995.
BAYPORT RESTAURANT GROUP, INC.
By: /S/ DAVID J. CONNOR
-----------------------------------
David J. Connor, Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/DAVID J. CONNOR Chairman and August 31, 1995
- ----------------------------------------- Chief Executive Officer
David J. Connor
/S/WILLIAM D. KORENBAUM President and Chief Operating and August 31, 1995
- ----------------------------------------- Financial Officer and Director
William D. Korenbaum
/S/DAVID KIRINCIC Controller and Chief Accounting Officer August 31, 1995
- ----------------------------------------
David Kirincic
/S/ARTHUR H. KAPLAN Director August 31, 1995
- ----------------------------------------
Arthur H. Kaplan
/S/ALBERT A. CLAPPS Director August 31, 1995
- ----------------------------------------
Albert A. Clapps
/S/ALOYSIUS D. ROSSI Director August 31, 1995
- ----------------------------------------
Aloysius D. Rossi
/S/MARTIN RUDOLPH Director August 31, 1995
- ----------------------------------------
Martin Rudolph
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/S/ROBERT STETSON Director August 31, 1995
- --------------------------------------
Robert Stetson
/S/THOMAS R. HITCHNER Director August 31, 1995
- --------------------------------------
Thomas R. Hitchner
</TABLE>
4
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One Brickell Square
801 Brickell Avenue
Miami, Florida 33131
Telephone: (305) 374-5600
FAX: (305) 374-5095
September 29, 1995
Bayport Restaurant Group, Inc.
4000 Hollywood Boulevard
Hollywood, Florida 33021
RE: BAYPORT RESTAURANT GROUP, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
You have requested our opinion with respect to (i) up to 200,000
options (the "Options") to purchase a like number of shares of the Company's
common stock, $.001 par value per share ("Common Stock") issuable in accordance
with the Company's 1993 Stock Option Plan (the "1993 Plan"), and (ii) up to
200,000 shares of Common Stock underlying such options (the "Shares"), included
in the Company's registration statement on Form S-8 (the "Registration
Statement"), which is being filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act").
As counsel to the Company, we have examined the original or certified
copies of such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of the Company and
others, and such other documents as we deem relevant and necessary for the
opinion expressed in this letter. In such examination, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others.
Based upon and subject to the foregoing, we are of the opinion that:
<PAGE>
When the Registration Statement becomes effective under the
Act, and when the Options are issued and distributed in
accordance with and pursuant to the 1993 Plan, the Options
will be validly issued; and when the Shares are issued against
delivery of adequate consideration therefor in accordance with
and pursuant to the 1993 Plan, the Shares will be validly
issued, fully paid and non-assessable.
In rendering this opinion, we advise you that members of this Firm are
members of the Bar of the State of Florida, and we express no opinion herein
concerning the applicability or effect of any laws of any other jurisdiction,
except the securities laws of the United States of America referred to herein.
This opinion has been prepared and is to be construed in accordance
with the Report on Standards for Florida Opinions, dated April 8, 1991, issued
by the Business Law Section of the Florida Bar (the "Report"). The Report is
incorporated by reference into this opinion.
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 included within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ AKERMAN, SENTERFITT & EIDSON, P.A.
AKERMAN, SENTERFITT & EIDSON, P.A.
We have issued our report dated March 10, 1995, accompanying the consolidated
financial statements of Bayport Restaurant Group, Inc. and Subsidiaries included
in the Annual Report on Form 10-KSB for the years ended December 26, 1994 and
December 27, 1993 which are incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned report and to the use of our name as it appears
under the caption "Experts."
Grant Thornton LLP
Miami, Florida
September 20, 1995
