As filed with the Securities and Exchange Commission on May 6, 1999.
Registration No. 333-____
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 Identification No.)
Incorporation or Organization)
150 WEST CHURCH AVENUE, MARYVILLE, TENNESSEE 37801
(Address of Principal Executive Offices) (Zip Code)
1996 NON-EXECUTIVE STOCK INCENTIVE PLAN
(Full Title of the Plan)
Daniel T. Cronk, Esq.
Ruby Tuesday, Inc.
150 West Church Avenue
Maryville, Tennessee 37801
(Name and Address of Agent for Service)
(423) 379-5700
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Gabriel Dumitrescu, Esq.
Powell, Goldstein, Frazer & Murphy LLP
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, 4,000,000 $18.25(2) $73,000,000(3) $20,294
$0.01 par value shares(1)
(1) 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 Registrant's 1996 Non-Executive Stock Incentive Plan
(formerly known as the 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
pursuant to the terms of the Plan. Pursuant to separate Registration
Statements on Forms S-8 (Reg. No. 33-70490, 333-03157 and 333-39321), the
Registrant previously registered 500,000 shares, 1,000,000 shares and
500,000 shares respectively, of Common Stock not included in the above
figure 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 April 30, 1999.
(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.
Incorporation by reference of contents of Registration Statements on
Forms S-8 (Reg. No. 33-70490, 333-03157 and 333-39321).
The contents of the Registration Statement on Form S-8 filed by the
Registrant on October 18, 1993, as amended by the Post-Effective
Amendment No.1 to such Form S-8 filed by the Registrant on April 30, 1996
(Reg. No. 33-70490), the Registration Statement on Form S-8 filed by the
Registrant on May 3, 1996 (Reg. No. 333-03157) and the Registration
Statement on Form S-8 filed by the Registrant on November 3, 1997 (Reg.
No. 333-39321), 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 Maryville, Tennessee, on the
12th day of April, 1999.
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 Daniel T.
Cronk, 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 Chairman of the Board and April 12, 1999
Samuel E. Beall, III Chief Executive Officer
(Principal Executive Officer)
/s/ J. Russell Mothershed Senior Vice President, Finance, April 12, 1999
J. Russell Mothershed Chief Financial Officer,
Treasurer and Assistant Secretary
(Principal Financial Officer)
/s/ J.B. McKinnon Director April 12, 1999
J. B. McKinnon
/s/ Dr. Donald Ratajczak Director April 12, 1999
Dr. Donald Ratajczak
/s/ Dolph W.von Arx Director April 12, 1999
Dolph W.von Arx
/s/ Claire L. Arnold Director April 12, 1999
Claire L. Arnold
/s/ Arthur R. Outlaw Vice-Chairman of the Board April 12, 1999
Arthur R. Outlaw
/s/ Dr. Benjamin F. Payton Director April 12, 1999
Dr. Benjamin F. Payton
/s/ Elizabeth L. Nichols Director April 12, 1999
Elizabeth L. Nichols
/s/ James A. Haslam, III Director April 12, 1999
James A. Haslam, III
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 5, 1999
Ruby Tuesday, Inc.
150 West Church Avenue
Maryville, Tennessee 37801
Re: Registration Statement on Form S-8
1996 Non-Executive Stock Incentive Plan
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
4,000,000 shares (the "Shares") of common stock, $.01 par value, of the
Company, to be offered and sold by the Company pursuant to its 1996 Non-
Executive Stock Incentive 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 LLP
Exhibit 23.2 Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement Form S-8 pertaining to the 1996 Non-Executive Stock Incentive
Plan of Ruby Tuesday, Inc. of our report dated June 23, 1998, with respect
to the consolidated financial statements of Ruby Tuesday, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the
year ended June 6, 1998, filed with the Securities and Exchange Commission.
/s/Ernst & Young, LLP
Ernst & Young, LLP
Atlanta, Georgia
April 30, 1999
