As filed with the Securities and Exchange Commission on April 30,
1996.
Registration No. 2-97120
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RUBY TUESDAY, INC.*
(Exact Name of Registrant as Specified in its Charter)
GEORGIA 63-0475239
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4721 MORRISON DRIVE, MOBILE, ALABAMA 36625
(Address of Principal Executive Offices) (Zip Code)
LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Pfilip G. Hunt, Esq.
Ruby Tuesday, Inc.
4721 Morrison Drive, Mobile, Alabama 36625
(Name and Address of Agent for Service)
(334) 344-3000
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Proposed Amount of
Class of to be Maximum Maximum Registration
Securities to Registered Offering Aggregate Fee (2)
be Registered (1) Price per Offering
Share (2) Price (2)
Common Stock,
$0.01 par value 945,000 $12.0635 $11,400,000 $2,280(4)
shares(3)
Series A Junior 945,000
Participating rights
Preferred Stock
Purchase Rights(5)
(1) The number of shares registered hereby is adjusted to
reflect (i) a 5% stock dividend declared in 1986, (ii) a
four-for-three stock dividend declared on September 29, 1987,
(iii) a three-for-two stock dividend paid to stockholders of
record on April 10, 1992, (iv) a three-for-two stock dividend
paid to stockholders of record on October 8, 1993, and (v) a
one-for-two reverse stock split effected in conjunction with
the Reincorporation (as defined in the Explanatory Note) on
March 9, 1996 (collectively, the "Stock Splits").
(2) Pursuant to Rule 457(g), calculated on the basis of the
closing sale price of the Registrant's common stock, $.01 par
value (the "Common Stock"), on April 8, 1985, as reported on
the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation System,
adjusted to reflect the Stock Splits.
(3) Representing shares of the Registrant's Common Stock,
that may be issued and sold by the Registrant in connection
with the Registrant's Long-Term Incentive Plan (the "Plan").
This Registration Statement also covers such indeterminable
number of additional shares as may become issuable to prevent
dilution in the event of stock splits, stock dividends or
similar transactions.
(4) Previously paid.
(5) The Series A Junior Participating Preferred Stock
Purchase Rights (the "Rights") are attached to the shares of
Common Stock being registered hereby and will be issued for
no additional consideration. Therefore, no registration fee
is required for the registration of the Rights.
* See Explanatory Note herein.
Explanatory Note
Ruby Tuesday, Inc., a Georgia corporation (the "Registrant"),
has filed this Post-Effective Amendment No. 2 to Registration
Statement No. 2-97120 (the "Registration Statement") as the
successor to Morrison Restaurants Inc., a Delaware
corporation ("Morrison"), within the meaning of Rule 414
under the Securities Act of 1933 (the "1933 Act"), as the
result of the reincorporation of Morrison in Georgia pursuant
to a statutory merger of Morrison with and into the
Registrant effective March 9, 1996 (the "Reincorporation").
In the Reincorporation, the Registrant also effected a one-
for-two reverse stock split of its common stock. The
Reincorporation occurred substantially simultaneously with
the distribution (the "Distribution") on March 9, 1996 to
shareholders of the Registrant of all the shares of common
stock of Morrison Fresh Cooking, Inc., a Georgia corporation,
and all the shares of common stock of Morrison Health Care,
Inc., a Georgia corporation, both of which were wholly-owned
subsidiaries of the Registrant.
The Distribution and Reincorporation were approved at a
Special Meeting of Stockholders on March 7, 1996, for which
proxies were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (the "1934 Act").
Pursuant to Rule 414(d) under the 1933 Act, the Registrant,
as successor to Morrison, hereby adopts the Registration
Statement as its own Registration Statement for all purposes
of the 1933 Act and the 1934 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Prospectus pertaining to this Registration Statement
will be updated to reflect the information contained in this
Post-Effective Amendment No. 2 to the Registration Statement
and will set forth any additional information necessary to
reflect any material changes made in connection with or
resulting from such succession, or necessary to keep the
Registration Statement from being misleading in any material
respect. The documents containing the information specified
in Part I of the instructions to the Registration Statement
on Form S-8 will be sent or given to employees of the
Registrant selected to participate in the Plan as required by
Rule 428(b)(1) promulgated under the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6. Indemnification of Directors and Officers.
Pursuant to Sections 14-2-850 through 14-2-857 of the
Georgia Business Corporation Code ("GBCC"), as amended,
directors, officers, employees and agents of the Registrant
may, and in some cases must, be indemnified by the Registrant
under certain circumstances against expenses and liabilities
incurred by or imposed upon them as a result of actions,
suits or proceedings brought against them as directors,
officers, employees or agents of the Registrant (including
actions, suits or proceedings brought against them for
violations of the federal securities laws). Under the GBCC,
unless limited by its Articles of Incorporation, a Georgia
corporation shall indemnify its directors and officers
against reasonable expenses incurred by them to the extent
such directors have been successful, on the merits or
otherwise, in the defense of any such action. In addition, a
Georgia corporation may indemnify its directors against
expenses if they acted in a manner they believed in good
faith to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action, if they
had no reasonable cause to believe their conduct was
unlawful. Under the GBCC, a Georgia corporation may also
indemnify its directors, officers, employees or agents to the
extent, consistent with public policy, provided by its
Articles of Incorporation, Bylaws, contract, or action by the
board of directors or, in the case of indemnification of
directors, action by its shareholders.
Article IX of the Articles of Incorporation of the
Registrant and Article XII of its Bylaws set forth the extent
to which the Registrant's current and former directors,
officers, employees and agents may be indemnified against
liabilities which they may incur while serving in such
capacities. Pursuant to these provisions, the directors and
officers of the Registrant will be indemnified against any
losses incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the
fact that he is or was a director or officer of the
Registrant or served as a director or officer of another
corporation, partnership, joint venture, trust or other
enterprise at the request of the Registrant and the
Registrant will provide advances for expenses incurred in
defending any such action, suit or proceeding, upon receipt
of an undertaking by or on behalf of such director or officer
to repay such advances until or unless it is ultimately
determined that he is not entitled to indemnification by the
Registrant.
The Registrant maintains a directors and officers
liability insurance policy insuring its directors and
officers against certain liabilities under the Securities Act
of 1933.
The Registrant also entered into indemnification
agreements with each of its directors and executive officers,
pursuant to which the Registrant agreed to indemnify each
such individual for any losses suffered due to any
investigations, claims, or proceedings brought against such
individual because he or she served as a director or officer
of the Registrant.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement pursuant to
Item 601 of Regulation S-K.
Exhibit
Number Description
4.1 Articles of Incorporation and all mergers
of Ruby Tuesday, Inc. (1)
4.2 Bylaws of Ruby Tuesday, Inc. (2)
4.3 Rights Agreement dated as of March 30,
1987 between Morrison Restaurants Inc. and
AmSouth National Association as Rights
Agent. (3)
4.4 Form of Rights Certificate (attached as
Exhibit B to the Rights Agreement filed as
Exhibit 4.3 hereto). (3)
5 Opinion of counsel with respect to the
securities being registered. (4)
23.1 Consent of counsel (included in Exhibit
5). (4)
23.2 Consent of independent auditors. (4)
24 Power of Attorney (see signature pages to
this Amendment to the Registration
Statement).
99.1 Morrison Restaurants Inc. Long-Term
Incentive Plan. (5)
99.2 First Amendment to Morrison Restaurants
Inc. Long-Term Incentive Plan. (6)
99.3 Form of Second Amendment to 1984 Long-Term
Incentive Plan. (7)
_________________________
(1) Incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form 8-B
dated March 15, 1996.
(2) Incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 8-B
dated March 15, 1996.
(3) Incorporated by reference to Exhibit 4.1 of the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1987.
(4) Filed with the original Registration Statement on
Form S-8 filed with the Commission on October 18,
1993.
(5) Incorporated by reference to Exhibit 28 to the
Registration Statement on Form S-8 of Morrison
Restaurants Inc. (Reg. No. 2-97120)
(6) Incorporated by reference to Exhibit 10(y) of the
Annual Report on Form 10-K of Morrison Restaurants
Inc. for the fiscal year ended June 4, 1994.
(7) Incorporated by reference to Exhibit 10.37 of the
Registrant's Registration Statement on Form 8-B
dated March 15, 1996.
Item 9. 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:
(i) To include any prospectus required by
Section 10(a)(3) of the 1933 Act;
(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) do not apply if the registration
statement is on Form S-3 or Form S-8 and 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 1934 Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the 1933 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
1933 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) 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 1933 Act 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 1933 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 1933 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 Amendment to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Mobile, Alabama,
on the 27th day of March, 1996.
RUBY TUESDAY, INC.
By: /s/ Samuel E. Beall, III
Samuel E. Beall, III,
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Samuel E.
Beall, III and Pfilip G. Hunt, and either of them, as his
true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) 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, and each of them, 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 might or
could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their 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 indicated on the date
indicated.
Signature Title Date
/s/ Samuel E. Beall, III Chief Executive Officer March 27,1996
Samuel E. Beall, III and Chairman of the Board
(Principal Executive Officer)
/s/ J. Russell Mothershed Senior Vice President, Finance March 27, 1996
J. Russell Mothershed (Principal Financial Officer)
/s/ Arthur R. Outlaw Vice Chairman of March 27, 1996
Arthur R. Outlaw the Board
/s/ Claire L. Arnold Director March 27, 1996
Claire L. Arnold
/s/ John B. McKinnon Director March 27, 1996
John B. McKinnon
/s/ Dr. Benjamin F. Payton Director March 27, 1996
Dr. Benjamin F. Payton
/s/ Dr. Donald Ratajczak Director March 27, 1996
Dr. Donald Ratajczak
/s/ Dolph W. von Arx Director March 27, 1996
Dolph W. von Arx
EXHIBIT INDEX
Exhibit Page
Number Description Number
4.1 Articles of Incorporation and all mergers of Ruby
Tuesday, Inc. (1)
4.2 Bylaws of Ruby Tuesday, Inc. (2)
4.3 Rights Agreement dated as of March 30, 1987 between
Morrison Restaurants Inc. and AmSouth National
Association as Rights Agent. (3)
4.4 Form of Rights Certificate (attached as Exhibit B
to the Rights Agreement filed as Exhibit 4.3 hereto). (3)
5 Opinion of counsel with respect to the securities
being registered. (4)
23.1 Consent of counsel (included in Exhibit 5). (4)
23.2 Consent of independent auditors. (4)
24 Power of Attorney (see signature pages to this
Amendment to the Registration Statement).
99.1 Morrison Restaurants Inc. Long-Term Incentive
Plan. (5)
99.2 First Amendment to Morrison Restaurants Inc.
Long-Term Incentive
Plan. (6)
99.3 Form of Second Amendment to 1984 Long-Term
Incentive Plan. (7)
_________________________
(1) Incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form 8-B dated
March 15, 1996.
(2) Incorporated by reference to Exhibit 3.2 of the
Registrant's Registration Statement on Form 8-B dated
March 15, 1996.
(3) Incorporated by reference to Exhibit 4.1 of the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1987.
(4) Filed with the original Registration Statement on Form
S-8 filed with the Commission on October 18, 1993.
(5) Incorporated by reference to Exhibit 28 to the
Registration Statement on Form S-8 of Morrison
Restaurants Inc. (Reg. No. 2-97120).
(6) Incorporated by reference to Exhibit 10(y) of the
Annual Report on Form 10-K of Morrison Restaurants Inc.
for the fiscal year ended June 4, 1994.
(7) Incorporated by reference to Exhibit 10.37 of the
Registrant's Registration Statement on Form 8-B dated
March 15, 1996.
