As filed with the Securities and Exchange Commission on April 30, 1996.
Registration No. 33-70490
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)
1993 NON-EXECUTIVE STOCK 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 Class Amount Proposed Proposed Amount of
of Securities to be Maximum Maximum Registration
to be Registered(1) Offering Aggregate Fee(2)
Registered Price Per Offering
Share(2) Price(2)
Common Stock, 500,000 $72.50 $36,250,000 $11,329(4)
$0.01 par value shares(3)
Series A Junior 500,000
Participating rights
Preferred Stock
Purchase Rights (5)
(1) The number of shares registered hereby is adjusted to reflect a one-for
-two reverse stock split effected in conjunction with the Reincorpora-
tion (as defined in the Explanatory Note) on March 9, 1996 (the "Stock
Split").
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) and (h), adjusted to reflect the Stock Split.
(3) Representing shares of the Registrant's common stock, $.01 par value
(the "Common Stock"), adjusted for the Stock Split, that may be issued
and sold by the Registrant in connection with the Registrant's 1993
Non-Executive Stock 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. 1 to Registration Statement
No. 33-70490 (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 Morrison Restaurants Inc. 1993 Non-Executive Stock Incentive Plan. (5)
99.2 Form of First Amendment to 1993 Non-Executive Stock Incentive Plan. (6)
_________________________
(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(h) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993.
(6) Incorporated by reference to Exhibit 10.30 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. 1993 Non-Executive Stock Incentive
Plan. (5)
99.2 Form of First Amendment to 1993 Non-Executive Stock Incentive
Plan. (6)
_________________________
(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(h) to Annual Report on
Form 10-K of Morrison Restaurants Inc. for the fiscal year
ended June 5, 1993.
(6) Incorporated by reference to Exhibit 10.30 of the Registrant's
Registration Statement on Form 8-B dated March 15, 1996.
