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As filed with the Securities and Exchange Commission on November 8, 1995
Registration No. 33-99144
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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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SUMMIT FAMILY RESTAURANTS INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0264039
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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440 Lawndale Drive
Salt Lake City, Utah 84115
(Address of Principal Executive Offices,
including Zip Code)
SUMMIT FAMILY RESTAURANTS INC. 1992 STOCK OPTION PLAN,
FORMERLY KNOWN AS JB'S RESTAURANTS, INC. 1992 STOCK OPTION PLAN
(Full title of the plan)
CHARLOTTE L. MILLER Copy to:
Summit Family Restaurants Inc. RICHARD G. BROWN
440 Lawndale Drive Kimball, Parr, Waddoups, Brown & Gee
Salt Lake City, Utah 84115 185 South State Street, Suite 1300
(801) 463-5500 Salt Lake City, Utah 84111
(Name, address and telephone (801) 532-7840
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to be Amount to be Price per Offering Registration
Registered Registered Share(1) Price(1) Fee(1)
- - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value . . . 600,000 shares $4.43 $2,660,172.00 $918.00
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(1) Estimated pursuant to Rule 457(h)(1) for purposes of calculating the
registration fee. With respect to 151,000 shares of the 600,000 being
registered, the offering price per share, aggregate offering price and
registration fee have been calculated upon the basis of the exercise
price at which such options may be exercised, pursuant to Rule
457(h)(1). With respect to the remaining 449,000 shares being
registered, for which the exercise price is not known, the offering
price per share, aggregate offering price and registration fee are
computed on the basis of the average of the high and low sales prices
as reported on the NASDAQ Stock Market (National Market System) on
November 3, 1995.
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The Registrant has previously filed a Registration Statement on Form
S-8 (No. 33-62152) (the "Previous Registration Statement") with respect to
460,000 shares to be issued under the Summit Family Restaurants Inc. 1992 Stock
Option Plan. This S-8 Registration Statement registers 600,000 additional shares
of Common Stock issuable pursuant to the Summit Family Restaurants Inc. 1992
Stock Option Plan. In accordance with General Instruction E of Form S-8, the
contents of the Previous Registration Statement are hereby incorporated by
reference in this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The description of the Registrant's Common Stock, $.10 par value,
contained in the Registrant's Registration Statement on Form 10 filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed under the Exchange Act for the purpose of updating
such description, is hereby incorporated by reference.
ITEM 8. EXHIBITS.
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
4.1 Certificate of Incorporation(1)
4.2 Certificate of Amendment of the Certificate of Incorporation of
JB's Restaurants, Inc. dated February 25, 1987(2)
4.3 Certificate of Amendment of the Certificate of Incorporation of
JB's Restaurants, Inc. dated April 4, 1995
4.4 Bylaws(1)
4.5 Amendment to Bylaws dated November 19, 1992(3)
4.6 Amendment to Bylaws dated October 27, 1993(4)
4.7 Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of the Company, dated October 11,
1993(4)
4.8 1992 Stock Option Plan as amended April 8, 1994 and November
18, 1994(5)
OPINION RE LEGALITY
5 Opinion of Kimball, Parr, Waddoups, Brown & Gee
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(1) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 29, 1985 and
incorporated herein by reference.
(2) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 27, 1987 and
incorporated herein by reference.
(3) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 28, 1992 and
incorporated herein by reference.
(4) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 27, 1993 and
incorporated herein by reference.
(5) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 26, 1994 and
incorporated herein by reference.
2
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CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Kimball, Parr, Waddoups, Brown & Gee (included in
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
POWER OF ATTORNEY
24.1 Powers of Attorney (included on page 4 hereof)
3
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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 Salt Lake, State of Utah on November 4, 1995.
SUMMIT FAMILY RESTAURANTS INC.
By:/s/ Don M. McComas
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Don M. McComas
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 and on the dates indicated. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Don M.
McComas and David E. Pertl, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
Director, Chairman , 1995
- - ------------------------------ of the Board ----------
Clark D. Jones
/s/ Don M. McComas Director, President November 4, 1995
- - ------------------------------ and Chief Executive
Don M. McComas Officer (Principal
Executive Officer)
/s/ David E. Pertl Senior Vice President, November 6, 1995
- - ------------------------------ Chief Financial Officer
David E. Pertl and Treasurer (Principal
Financial and Accounting
Officer)
Director , 1995
- - ------------------------------ ----------
Frederick L. Bryant
/s/ Norman N. Habermann Director November 3, 1995
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Norman N. Habermann
/s/ Carl R. Hays Director November 2, 1995
- - ------------------------------
Carl R. Hays
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4
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<S> <C> <C>
Director , 1995
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Norton Parker
/s/ William L. Paternotte Director November 2, 1995
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William L. Paternotte
/s/ Ronald N. Paul Director November 3, 1995
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Ronald N. Paul
Director , 1995
- - ------------------------------ ----------
Thomas J. Russo
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5
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Exhibit 4.3
Certificate of Amendment of the Certificate of Incorporation
of JB's Restaurants, Inc. dated April 4, 1995
(Attached)
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
JB'S RESTAURANTS, INC.
(Pursuant to Delaware Code, Title 8, Section 242)
Don M. McComas hereby certifies that:
1. he is the President of JB's Restaurants, Inc. (the
"Corporation");
2. Article First of the Corporation's Certificate of Incorporation
is hereby amended in its entirety as follows:
FIRST: The name of this corporation is:
Summit Family Restaurants Inc.
3. the foregoing amendment was duly approved by the Corporation's
Board of Directors and the Corporation's shareholders.
The undersigned hereby certifies, under penalties of perjury, that the
foregoing amendment is his individual act and deed, and the act and deed of the
Corporation, and that the facts stated above are true.
Date: April 4, 1995 /s/ Don M. McComas
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Don M. McComas, President
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Exhibit 5
Opinion of Kimball, Parr, Waddoups, Brown & Gee
(Attached)
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November 6, 1995
The Board of Directors of
Summit Family Restaurants Inc.
440 Lawndale Drive
Salt Lake City, Utah 84115
Re: Summit Family Restaurants Inc.
Registration Statement on Form S-8
Gentlemen:
As counsel to Summit Family Restaurants Inc., a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-8 (the "Registration Statement") to be filed under the Securities Act of 1933,
as amended, for registration of 600,000 shares (the "Shares") of Common Stock,
$0.10 par value, of the Company to be offered, sold and issued by the Company
pursuant to the Summit Family Restaurants Inc. 1992 Stock Option Plan, formerly
known as JB's Restaurants, Inc. 1992 Stock Option Plan (the "Plan"), we have
examined the originals or certified, conformed or reproduction copies of all
such records, agreements, instruments and documents as we have deemed necessary
as the basis for the opinion expressed herein. In all such examinations, we have
assumed the genuineness of all signatures on original or certified copies and
the conformity to original or certified copies of all copies submitted to us as
conformed or reproduction copies. As to various questions of fact relevant to
the opinion hereinafter expressed, we have relied upon certificates of public
officials and statements or certificates of officers or representatives of the
Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the terms and conditions of the Plan and
pursuant to the Registration Statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Kimball, Parr, Waddoups, Brown & Gee
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KIMBALL, PARR, WADDOUPS, BROWN & GEE
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Exhibit 23.2
Consent of KPMG Peat Marwick LLP
(Attached)
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Independent Auditors Consent
The Board of Directors
Summit Family Restaurants, Inc.:
We consent to incorporation by reference in the registration statement No.
33-62152 on Form S-8 of Summit Family Restaurants, Inc. and subsidiaries of our
report dated November 4, 1994 relating to the consolidated balance sheets of
Summit Family Restaurants, Inc. and subsidiaries as of September 26, 1994 and
September 27, 1993, and the related consolidated statements of operations,
stockholders equity, and cash flows and related schedules for each of the years
in the three-year period ended September 26, 1994, which report appears in the
September 26, 1994 annual report on Form 10-K of Summit Family Restaurants, Inc.
and subsidiaries.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Salt Lake City, Utah
November 2, 1995
