As filed with the Securities and Exchange Commission on May 3,
1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
SALARY DEFERRAL 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
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
Common Stock, 300,000(1) $20.41(2) $6,123,000(3) $2,111.39
$0.01 par value shares
Series A Junior
Participating 300,000
Preferred Stock rights
Purchase Rights(4)
(1) Representing shares of the Registrant's common stock, $.01
par value (the "Common Stock") to be issued and sold by the
Registrant in connection with the Registrant's Salary Deferral
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 pursuant to the terms of the Plan.
Pursuant to a separate Registration Statement on Form S-8 (Reg.
No. 33-20585), the Registrant previously registered 892,278
shares of Common Stock not included in the above figure (as
adjusted for historical stock splits and a reverse stock split)
subject to issuance under the Plan.
(2) The average of the high and low prices of the Registrant's
Common Stock as reported by The New York Stock Exchange on May 1,
1996.
(3) The aggregate offering price is calculated solely for the
purpose of determining the registration fee pursuant to Rule
457(h)(1) under the Securities Act of 1933, as amended.
(4) 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 additional registration fee is
required for the registration of the Rights.
Incorporation by reference of contents of Registration Statement
on Form S-8 (File No. 33-20585).
The contents of the Registration Statement on Form S-8 filed
by the Registrant on March 10, 1988 as amended by the Post-
Effective Amendment No. 1 to such Form S-8 filed by the
Registrant on April 29, 1996 (File No. 33-20585) relating to the
Plan are hereby incorporated by reference pursuant to General
Instruction E to Form S-8.
Item 8. Exhibits.
The following opinions and consents are filed with this Registration Statement.
Exhibit
Number Description
5 Opinion of counsel with respect to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration Statement).
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 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
5 Opinion of counsel with respect to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5).
23.2 Consent of independent auditors.
24 Power of Attorney (see signature pages to this Registration Statement).
May 3, 1996
Ruby Tuesday, Inc.
4721 Morrison Drive
Mobile, Alabama 36609
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as counsel for Ruby Tuesday, Inc., a Georgia
corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-8 (the "Registration Statement")
of an aggregate of 300,000 shares (the "Shares") of common stock,
$.01 par value, of the Company, to be offered and sold by the
Company pursuant to its Salary Deferral Plan (the "Plan").
We have examined and are familiar with originals or copies
(certified, photostatic or otherwise identified to our
satisfaction) of such documents, corporate records and other
instruments relating to the incorporation of the Company and the
adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of
all signatures on all originals and copies of documents we have
examined, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all
certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon
certificates or representations of Company officials and of
appropriate state, local and federal officials.
We express no opinion as to matters under or involving laws
other than the laws of the State of Georgia.
Based upon and subject to the foregoing and having regard for
such legal considerations as we have deemed relevant, it is our
opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt
of lawful consideration therefor pursuant to the Plan,
such Shares will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 33 ) pertaining to the Salary
Deferral Plan of our reports dated August 31, 1995, with respect
to the consolidated financial statements of Ruby Tuesday, Inc.
(formerly Morrison Restaurants Inc.) incorporated by reference in
its Annual Report (Form 10-K) for the year ended June 3, 1995 and
the related financial statement schedule included therein, filed
with the Securities and Exchange Commission.
/s/Ernst & Young, LLP
Ernst & Young, LLP
Birmingham, Alabama
April 29, 1996
