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As filed with the Securities and Exchange Commission on September 10, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FRISCH'S RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Ohio 31-0523213
- -------------------------------- ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
2800 Gilbert Avenue, Cincinnati, Ohio 45206
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(Address of Principal Executive Offices) (Zip Code)
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FRISCH'S RESTAURANTS, INC. EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
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W. Gary King, Secretary-Counsel
Frisch's Restaurants, Inc.
2800 Gilbert Avenue
Cincinnati, Ohio 45206
(513) 559-5299
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum
securities to be offering aggregate Amount of
to be registered price offering registration
registered (1) per share (2) price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, no 1,000,000 $9.1875 $9,187,500 $2710.31
par value shares
=================================================================================================================================
</TABLE>
(1) This registration statement also covers such indeterminable number of
additional shares of Common Stock of Frisch's Restaurants, Inc. as may
become issuable with respect to all or any of such shares pursuant to
antidilution provisions in the plan.
(2) Inserted solely for purposes of computing the registration fee and based,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the average of the high and low sales prices of the Common Stock on
September 4, 1998, on the American Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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The documents listed below are incorporated by reference into and
made a part of this registration statement. In addition, 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 (the "Exchange Act"), 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 the registration statement and to
be part thereof from the date of filing of such documents.
(a) The registrant's annual report on Form 10-K for the fiscal
year ended May 31, 1998;
(b) All other reports filed by the registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since May 31,
1998; and
(c) The description of the registrant's Common Stock contained
in its registration statement under Section 12 of the
Exchange Act, including any amendment or report filed for
the purpose of updating such description.
Item 4. Description of Securities
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Not applicable.
Item 5. Interests of Named Experts and Counsel
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The validity of the securities offered hereby has been passed upon
for the registrant by W. Gary King, Esq., 2800 Gilbert Avenue, Cincinnati, Ohio
45206, who is regularly employed by the registrant as Secretary-Counsel.
Item 6. Indemnification of Directors and Officers
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The Code of Regulations of the registrant generally provides that
the registrant shall indemnify each director or officer, and each former
director and officer, against expenses actually and reasonably incurred in
connection with any threatened, pending or completed action, suit or proceeding
by reason of the person being or having been a director or officer, if such
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the registrant and, with respect to any
criminal proceeding, had no unreasonable cause to believe his or her conduct was
unlawful. Such indemnification is in addition to, and not exclusive of, any
other rights to which the indemnified person may be entitled under the Ohio
General Corporation Law or the registrant's Articles of Incorporation or Code of
Regulations or any agreement, vote of shareholders or disinterested directors,
or otherwise. The registrant also has policies of insurance which insure
officers and directors against certain liabilities and expenses incurred by them
in such capacities.
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Item 7. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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5 Opinion of Counsel
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
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*(a) 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;
(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 (a)(1)(i) and (a)(1)(ii) of this section 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 in the registration statement.
(2) 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 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.
*(b) 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 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.
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*(h) 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.
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*Paragraph references correspond to those of Regulation S-K, Item 512.
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SIGNATURES
The Registrant. 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 Cincinnati, State of Ohio as of the 10th day of
September, 1998.
FRISCH'S RESTAURANTS, INC.
By: /s/ Craig F. Maier
------------------------------
Craig F. Maier
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
as of the 10th day of September, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Jack C. Maier* Chairman of the Board
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Jack C. Maier
/s/ Craig F. Maier President, Chief Executive Officer and Director
- -------------------------------------- (principal executive officer)
Craig F. Maier
/s/ Donald H. Walker Vice President-Finance and Treasurer
- -------------------------------------- (principal financial and accounting officer)
Donald H. Walker
/s/ Daniel W. Geeding* Director
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Daniel W. Geeding
/s/ Christopher B. Hewett* Director
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Christopher B. Hewett
/s/ Malcolm M. Knapp* Director
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Malcolm M. Knapp
</TABLE>
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/s/ Blanche F. Maier* Director
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Blanche F. Maier
/s/ William A. Mauch* Director
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William A. Mauch
Director
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Barry S. Nussbaum
Director
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Jerry L. Ruyan
*Pursuant to Power of Attorney
By:/s/ W. Gary King
-----------------------------------
W. Gary King, Attorney-in-Fact
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Exhibit 5
Frisch's Restaurants, Inc.
2800 Gilbert Avenue
Cincinnati, Ohio 45206
September 10, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Frisch's Restaurants, Inc. Employee Stock Option Plan
-----------------------------------------------------
Dear Sir or Madam:
I have acted as counsel for Frisch's Restaurants, Inc., an Ohio
corporation (the "Company"), in connection with the Frisch's Restaurants, Inc.
Employee Stock Option Plan (the "Plan"). I have examined such documents, records
and matters of law as I have deemed necessary for purposes of this opinion and,
based thereupon, I am of the opinion that the shares of common stock, no par
value, of the Company which may be issued and sold pursuant to the Plan will be,
when issued in accordance with the terms of the Plan, duly authorized, validly
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of 1,000,000 shares to be issued and sold pursuant to the Plan.
Very truly yours,
/s/ W. Gary King
-----------------------------------
W. Gary King
Secretary-Counsel
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Exhibit 23.1
We have issued our report dated July 8, 1998 (except for Note I, as to
which the date is August 6, 1998) accompanying the consolidated financial
statements of Frisch's Restaurants, Inc. appearing in the 1998 Annual Report of
the Company to its shareholders and included in the Annual Report on Form 10-K
for the three years ended May 31, 1998 which are incorporated by reference in
this Registration Statement. We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.
GRANT THORNTON LLP
Cincinnati, Ohio
September 10, 1998
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Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Frisch's Restaurants, Inc. (the
"Company") hereby appoint W. Gary King and Donald H. Walker or either of them,
with full power of substitution, our true and lawful attorneys and agents, to do
any and all acts and things in our names and on our behalf as directors of the
Company which said attorneys and agents, or either of them, may deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933, as
amended, and the rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the filing of a Registration Statement
on Form S-8 relating to the Frisch's Restaurants, Inc. Employee Stock Option
Plan, including, without limitation, signing for us, or any of us, in our names
as directors of the Company, such Registration Statement and any and all
amendments thereto, and we hereby ratify and confirm all that said attorneys and
agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the rules and regulations thereunder, this Power of Attorney has been signed
below by the following persons in the capacities indicated as of the 10th day of
September, 1998.
Signature Title
- --------- -----
/s/ Daniel W. Geeding Director
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Daniel W. Geeding
/s/ Christopher B. Hewett Director
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Christopher B. Hewett
/s/ Malcolm M. Knapp Director
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Malcolm M. Knapp
/s/ Blanche F. Maier Director
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Blanche F. Maier
/s/ Craig F. Maier Director
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Craig F. Maier
/s/ Jack C. Maier Director
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Jack C. Maier
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/s/ William A. Mauch Director
- ---------------------------------------
William A. Mauch
Director
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Barry S. Nussbaum
Director
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Jerry L. Ruyan
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