As filed with the Securities and Exchange Commission on April 30,
1996.
Registration No. 33-56452
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
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)
STOCK INCENTIVE AND COMPENSATION PLAN FOR DIRECTORS, STOCK
INCENTIVE PLAN AND NON-QUALIFIED MANAGEMENT STOCK OPTION AGREEMENTS
(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(1) Offering Aggregate Fee(2)
be Registered Price Per Offering
Share(2) Price(2)
Common Stock, 1,313,677 $24.9161 $32,731,661 $10,229(4)
$0.01 par value shares(3)
Series A Junior 1,313,677
Participating rights
Preferred Stock
Purchase Rights(5)
(1) The number of shares registered hereby is adjusted to
reflect (i) a three-for-two stock dividend paid to stockholders
of record on October 8, 1993 and (ii) a one-for-two reverse stock
split effected in conjunction with the Reincorporation (as
defined in the Explanatory Note) on March 9, 1996 (the "Stock
Splits").
(2) Estimated solely for the purposes of calculating the
registration fee pursuant to Rule 457(c) and (h), adjusted to
reflect the Stock Splits.
(3) Representing shares of the Registrant's common stock, $.01
par value (the "Common Stock"), adjusted for the Stock Splits,
that may be issued and sold by the Registrant in connection with
(i) the Registrant's Stock Incentive and Compensation Plan for
Directors (99,750 shares), (ii) the Registrant's Stock Incentive
Plan (190,172 shares), and (iii) the Registrant's Management
Stock Option Agreements (1,023,755 shares) (collectively, the
"Plans"). 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. 1 to Registration
Statement No. 33-56452 (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. 1 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 Non-Qualified Option Agreement between
Morrison Restaurants Inc. and Mr. E.E.
Bishop, dated January 30, 1987. (5)
99.2 Non-Qualified Option Agreement between
Morrison Restaurants Inc. and Mr. S.E.
Beall, III, dated January 30, 1987. (6)
99.3 Form of 1996 Stock Incentive Plan. (7)
99.4 Morrison Restaurants Inc. Stock Incentive
and Deferred Compensation Plan for Directors
together with First Amendment dated June 29,
1995. (8)
99.5 Form of Second Amendment to Stock Incentive
and Deferred Compensation Plan for
Directors. (9)
_________________________
(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 10(s) to the Annual
Report on Form 10-K of Morrison Restaurants Inc. for the
fiscal year ended June 2, 1990.
(6) Incorporated by reference to Exhibit 10(t) to the Annual
Report on Form 10-K of Morrison Restaurants Inc. for the
fiscal year ended June 2, 1990.
(7) Incorporated by reference to Exhibit 10.28 of the
Registrant's Registration Statement on Form 8-B dated March
15, 1996.
(8) Incorporated by reference to Exhibit 10(c) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal
year ended June 3, 1995.
(9) Incorporated by reference to Exhibit 10.29 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 Non-Qualified Option Agreement between Morrison
Restaurants Inc. and Mr. E.E. Bishop, dated January 30, 1987. (5)
99.2 Non-Qualified Option Agreement between Morrison
Restaurants Inc. and Mr. S.E. Beall, III, dated January 30, 1987.(6)
99.3 Form of 1996 Stock Incentive Plan. (7)
99.4 Morrison Restaurants Inc. Stock Incentive and
Deferred Compensation Plan for Directors together with First
Amendment dated June 29, 1995. (8)
99.5 Form of Second Amendment to Stock Incentive and Deferred Compensation
Plan for Directors. (9)
_________________________
(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 10(s) to the Annual
Report on Form 10-K of Morrison Restaurants Inc. for the
fiscal year ended June 2, 1990.
(6) Incorporated by reference to Exhibit 10(t) to the Annual
Report on Form 10-K of Morrison Restaurants Inc. for the
fiscal year ended June 2, 1990.
(7) Incorporated by reference to Exhibit 10.28 of the
Registrant's Registration Statement on Form 8-B dated March
15, 1996.
(8) Incorporated by reference to Exhibit 10(c) to Annual Report
on Form 10-K of Morrison Restaurants Inc. for the fiscal
year ended June 3, 1995.
(9) Incorporated by reference to Exhibit 10.29 of the
Registrant's Registration Statement on Form 8-B dated March
15, 1996.
