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)
DEFERRED COMPENSATION 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
Deferred
Compensation $6,000,000(1) 100%(2) $6,000,000(2) $2,068.98(2)
Plan Obligations
Common Stock, 300,000
$0.01 par value shares(3)
Series A Junior
Participating 300,000
Preferred Stock rights
Purchase Rights(4)
(1) The Registrant's Deferred Compensation Plan (the "Plan")
Obligations are unsecured obligations of the Registrant to pay
benefits in the future in accordance with the terms of the Plan
for a select group of eligible employees.
(2) Estimated solely for the purpose of determining the
registration fee.
(3) Representing shares of the Registrant's common stock, $.01
par value (the "Common Stock") that may be issued and sold by the
Registrant in connection with the Plan. These shares will be
issued for no additional consideration and, therefore, no
additional fee is required. 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.
(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. 33-32697).
The contents of the Registration Statement on Form S-8 filed
by the Registrant on December 22, 1989, as amended by the Post-
Effective Amendment No. 1 to such Form S-8 filed by the
Registrant on April 29, 1996 (File No. 33-32697), 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 $6,000,000 of obligations ("Deferred Compensation
Plan Obligations") of the Company and an aggregate 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 Deferred Compensation
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 Deferred Compensation Plan Obligations and the Shares
have been duly authorized;
2. The Deferred Compensation Plan Obligations, when issued by the
Company in the manner provided for in the Plan, will be the valid
and binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject, as to enforcement,
(i) to bankruptcy, insolvency, reorganization, moratorium and other
laws of general applicability relating to or affecting creditors'
rights, and (ii) to general principles of equity, whether such
enforcement is considered in a proceeding in equity or law; and
3. 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 Deferred
Compensation 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
