As filed with the Securities & Exchange Commission on April 14, 1995
Registration No. 33-________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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)
7505 Metro Boulevard
Edina, Minnesota 55439
(Address of principal executive offices)
International Dairy Queen, Inc. 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)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee (1)
- ------------- ---------- ---------------- ------------------ ------------
Class A Common 600,000 $18.125 $10,875,000 $3,750
Stock, $.01 par
value per share
(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 $18.125
per share, which represents the average of the high and low sales reported for
such stock in the NASDAQ National Market System for April 6, 1995.
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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"). As this Registration Statement relates to the
registration of additional securities under a previously filed registration
statement on Form S-8, the following document, which has been filed by the
Company with the Commission, is incorporated by reference in this
registration statement:
The registration of the Company's Common Stock on Form S-8
(File No. 33-52781).
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
(File No. 0-6116), 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.
EXHIBITS
4.1 Restated Certificate of Incorporation*, as amended
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
(Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included on signature page to this
Registration Statement)
* 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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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 April 14, 1995.
INTERNATIONAL DAIRY QUEEN, INC.
By /s/ Michael P. Sullivan
-------------------------------
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 or her 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Michael P. Sullivan President and Chief Executive April 13, 1995
- ------------------------ Officer (Principal Executive
Michael P. Sullivan Officer) and a Director
/s/ Charles W. Mooty Chief Financial Officer, April 13, 1995
- ------------------------ Vice President and Treasurer
Charles W. Mooty (Principal Financial Officer)
/s/ David M. Bond Secretary, Assistant Treasurer April 13, 1995
- ------------------------ and Controller (Principal
David M. Bond Accounting Officer)
/s/ Ernest F. Dorn, Jr. Director April 13, 1995
- ------------------------
Ernest F. Dorn, Jr.
- ------------------------
Richard I. Giertsen
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/s/ Frank L. Heit Director April 13, 1995
- ------------------------
Frank L. Heit
________________________ Director
C. David Luther
________________________ Director
Raymond Mithun
/s/ Jane N. Mooty Director April 13, 1995
- ------------------------
Jane N. Mooty
/s/ John W. Mooty Director April 13, 1995
- ------------------------
John W. Mooty
________________________ Director
Raymond C. Schweigert
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INDEX TO EXHIBITS
EXHIBIT PAGE
4.1 Restated Certificate of Incorporation, as amended *
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 6
23.1 Consent of Ernst & Young LLP 7
23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. --
(contained in Exhibit 5.1 to this Registration Statement)
24.1 Power of Attorney (included on the signature page of this --
Registration Statement)
___________________
* Incorporated by reference to the Company's Annual Report on Form 10-K
for the fiscal year ended November 30, 1991.<PAGE>
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EXHIBIT 5.1
April 12, 1995
INTERNATIONAL DAIRY QUEEN, INC.
7505 Metro Boulevard
Edina, MN 55439
Re: Stock Option Plan of 1993 / Registration Statement on Form S-8
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.
Very truly yours,
GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.
By /s/ Lindley S. Branson
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EXHIBIT 23.1
Consent of Ernst & Young LLP, Independent Auditors
--------------------------------------------------
We consent to the incorporation by reference in this registration
statement (Form S-8) pertaining to the International Dairy Queen, Inc. Stock
Option Plan of 1993 of our reports dated January 12, 1995, 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, 1994 and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
April 14, 1995
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