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As filed with the Securities & Exchange Commission on March 22, 1994
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INTERNATIONAL DAIRY QUEEN, INC.
(Exact name of issuer as specified in its charter)
Delaware 41-0852869
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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7505 Metro Boulevard
Edina, Minnesota 55439
(Address of principal executive offices)
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International Dairy Queen, Inc.
Incentive Stock Option Plan of 1993
(Full title of the Plan)
Michael P. Sullivan
7505 Metro Boulevard
Edina, Minnesota 55439
(Name and address of agent for service)
(612) 830-0200
(Telephone number, including area code, of agent for service)
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Approximate date of proposed commencement of sales pursuant to
the Plan: from time to after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share (1) price (1) fee (1)
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<S> <C> <C> <C> <C>
Class A
Common Stock, 600,000 $17.75 $10,650,000 $3,672.42
$.01 par value shares
per share
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of Regulation C, based upon a price of
$17.75, which represents the average of the high and low sales reported for
such stock in the NASDAQ National Market System for March 16, 1994.
</TABLE>
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INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended ("1934 Act") and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
("Commission"). The following documents, which have been filed by the Company
with the Commission pursuant to the 1934 Act (File No. 0-6116) are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
November 30, 1993.
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated March 30, 1972, and the
Company's Annual Report on Form 10-K for the year ended November 30, 1986.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing such documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware Corporation Law provides that a Delaware
corporation has the power to indemnify any person, including a director or
officer, of the corporation, made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity (as defined) of
the person, against judgments, penalties, fines, settlements, and reasonable
expenses incurred by the person in connection with the proceeding if certain
statutory standards are met. "Proceeding" means a threatened, pending or
completed civil, criminal, administrative or investigative proceeding, including
one by or in the right of the corporation. Section 145 contains detailed terms
regarding such indemnification and reference is made thereto for a complete
statement of such indemnification powers and rights. Article XII of the
Company's Articles of Incorporation eliminates certain personal liabilities of
the directors of the Company for monetary damages for certain breaches of
directors' fiduciary duties. Article XII has no effect on a director's liability
for (1) breach of the director's duty of loyalty; (2) misconduct for known
violations of law; and (3) approval of any transactions from which the director
derives an improper personal benefit.
Under Article XVI of the Incentive Stock Option Plan of 1993, the Company
will indemnify each member of the Board of Directors or the Company's Stock
Option Committee for actions taken in connection with the Plan, to the extent
permitted by law.
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EXHIBITS
4.1 Restated Certificate of Incorporation*, as amended
5 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of Ernst & Young
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (Exhibit 5 to
this Registration Statement).
25.1 Power of Attorney (included on page 4 of this Registration Statement)
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* Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1991.
UNDERTAKINGS
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 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;
(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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant as discussed above, 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,
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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.
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 Minneapolis, State of Minnesota, on March 21, 1994.
INTERNATIONAL DAIRY QUEEN, INC.
By /s/ Michael P. Sullivan
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Michael P. Sullivan, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael P. Sullivan and Charles W. Mooty, and
each or any one of them, his true and lawful attorney-in-fact and agent, each
acting alone, with full powers of substitution and resubstitution, for him or
her and in his or her name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) and supplements 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, each acting alone,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Michael P. Sullivan President and Chief March 21, 1994
- -------------------------- Executive Officer
Michael P. Sullivan (Principal Executive
Officer) and a Director
/s/ Charles W. Mooty Chief Financial Officer, March 21, 1994
- -------------------------- Vice President and
Charles W. Mooty Treasurer (Principal
Financial Officer)
/s/ David M. Bond Secretary, Assistant Treasurer March 21, 1994
- -------------------------- and Controller) Principal
David M. Bond Accounting Officer)
- -------------------------- Director
Ernest F. Dorn
/s/ Richard I. Giertsen Director March 21, 1994
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Richard I. Giertsen
/s/ Frank L. Heit Director March 21, 1994
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Frank L. Heit
- -------------------------- Director
Rudy Luther
/s/ Raymond Mithun Director March 21, 1994
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Raymond Mithun
/s/ Jane N. Mooty Director March 21, 1994
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Jane N. Mooty
/s/ John W. Mooty Director March 21, 1994
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John W. Mooty
- -------------------------- Director
Raymond C. Schweigert
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INDEX TO EXHIBITS
Page
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4.1 Restated Certificate of Incorporation, as amended* --
5 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 7
23.1 Consent of Ernst & Young 8
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
(Exhibit 5 to this Registration Statement) --
25.1 Power of Attorney (included on page 4 of this
Registration Statement) --
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* Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1991.
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EXHIBIT 5
DIRECT DIAL 343-2800
March 22, 1994
International Dairy Queen, Inc.
7505 Metro Boulevard
Edina, MN 55439
Re: Stock Option Plan of 1993
Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended ("Act"), of 600,000 Shares ("Shares") of
the Class A Common Stock, par value $.01 per share ("Common Stock"), of
International Dairy Queen, Inc. ("Company"), which may be issued upon the
exercise of options granted under the Company's Stock Option Plan of 1993
("Plan"). We have examined such documents, certificates, and records as we
considered necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Plan, the Shares will
be validly issued, fully paid and non-assessable shares of the Company's Common
Stock.
We understand that this opinion is to be used in connection with the
Registration Statement and hereby consent to the filing of a copy of this
opinion as an exhibit to the Registration Statement.
Yours sincerely,
GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.
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EXHIBIT 23.1
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Incentive Stock Option Plan of 1993 of
International Dairy Queen, Inc. of our reports (a) dated January 11, 1994, with
respect to the consolidated financial statements of International Dairy Queen,
Inc. incorporated by reference in its Annual Report (Form 10-K) for the year
ended November 30, 1993, and (b) dated February 21, 1994, with respect to the
financial statement schedule included in its Annual Report (Form 10-K) for the
year ended November 30, 1993, both filed with the Securities and Exchange
Commission.
Minneapolis, Minnesota
March 22, 1994
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