<PAGE>
As filed with the Securities and Exchange Commission on June 3, 1994
Registration No. 33-_______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1914582
(State of incorporation) (I.R.S. employer identification number)
6820 LBJ Freeway
Dallas, Texas 75240
214-980-9917
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
----------------------
Debra L. Smithart
Executive Vice President
Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas 75240
214-980-9917
(Name, address including zip code, and telephone number, including area
code, of agent for service)
---------------------------
COPIES TO:
Roger F. Thomson Bruce H. Hallett
Executive Vice President and General Counsel Crouch & Hallett, L.L.P.
6820 LBJ Freeway 717 N. Harwood St., Suite 1400
Dallas, Texas 75240 Dallas, Texas 75201
214-980-9917 214-953-0053
---------------------------
Approximate date of commencement of proposed sale to the public: As soon
as practicable upon the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Each Maximum Maximum
Class of Securities Amount Being Offering Price Aggregate Amount of
Being Registered Registered Per Share (1) Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 256,575 $24.69 $6,334,837 $2,185
$0.10 par value shares
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, based on the average of the high and low prices of the
registrant's common stock as reported on the New York Stock Exchange.
</TABLE>
-------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
256,575 Shares
BRINKER INTERNATIONAL, INC.
COMMON STOCK
----------------
The 256,575 shares (the "Shares") of Common Stock of Brinker International,
Inc., a Delaware corporation (the "Company"), offered hereby are being sold by
the Selling Stockholders. See "Selling Stockholders." The Company will not
receive any of the proceeds from the sale of the Shares offered hereby.
The Shares may be offered by the Selling Stockholders from time to time in
open market transactions (which may include block transactions) or otherwise on
the New York Stock Exchange at prices relating to prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders and/or purchasers of the Shares for whom such broker-
dealers may act as agent or to whom they sell as principal or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). The Selling Stockholders and any broker-dealer acting in
connection with the sale of the Shares offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), in which event any discounts, concessions or commissions received by
them, which are not expected to exceed those customary in the types of
transactions involved, or any profit on resales of the Shares by them, may be
deemed to be underwriting commissions or discounts under the Act. The offering
contemplated hereby will terminate as to the Shares upon the later to occur of
the sale of all of the Shares or May 31, 1996. See "Selling Stockholders."
The costs, expenses and fees incurred in connection with the registration
of the Shares, which are estimated to be $10,000 (excluding selling commissions
and brokerage fees incurred by the Selling Stockholders), will be paid by the
Company. The Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including liabilities under the Act, and the Selling
Stockholders have agreed to indemnify the Company against certain liabilities
relating to information furnished by the Selling Stockholders to the Company and
included in this Registration Statement.
The last reported sale price of the Common Stock on the New York Stock
Exchange on June 2, 1994 was $24 7/8 per share.
__________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
The date of this Prospectus is June 3, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports
and other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information concerning the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at its offices at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 75 Park Place, New York, New York 10007. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
such material can be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1993;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 29, 1993;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 29, 1993; and
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1994.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act prior to the termination of the offering of
the shares of Common Stock hereunder shall be deemed to be incorporated herein
by reference and shall be a part hereof from the date of the filing of such
documents. Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or replaced for
purposes of this Prospectus to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or replaces such statement. Any such
statement so modified or replaced shall not be deemed, except as so modified or
replaced, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to Brinker International, Inc., 6820
LBJ Freeway, Dallas, Texas 75240, Attention: Investor Relations (telephone (214)
980-9917).
2
<PAGE>
THE COMPANY
The Company is principally engaged in the operation and development of the
Chili's Grill & Bar ("Chili's"), Grady's American Grill ("Grady's"), Romano's
Macaroni Grill ("Macaroni Grill"), Spageddies Italian Italian Food
("Spageddies") and On The Border ("On The Border") restaurants. The Company was
organized under the laws of the State of Delaware in September 1983 to succeed
to the business operated by Chili's, Inc., a Texas corporation, organized in
August 1977. The Company completed the acquisitions of Grady's in February 1989,
Macaroni Grill in November 1989, Spageddies in June 1993, and On The Border in
May 1994.
CHILI'S. Chili's establishments are full-service Southwestern theme
restaurants, featuring a casual atmosphere and a limited menu of freshly
prepared chicken, beef and seafood entrees, hamburgers, ribs, fajitas,
sandwiches, salads, appetizers and desserts, all of which are prepared fresh
daily according to special Chili's recipes.
Chili's restaurants feature quick, efficient and friendly table service
designed to minimize customer waiting time and facilitate table turnover, with
an average turnover time per table of approximately 45 minutes. Service
personnel are dressed casually in jeans or slacks, knit shirts and aprons to
reinforce the casual, informal environment. The decor of a Chili's restaurant
consists of booth seating, tile-top tables, hanging plants and wood and brick
walls covered with interesting memorabilia.
Emphasis is placed on serving substantial portions of fresh, quality food
at modest prices. Entree selections range in menu price from $3.85 to $9.95,
with the average revenue per meal, including alcoholic beverages, approximating
$8.45 per person. A full-service bar is available at each Chili's restaurant,
with frozen margaritas offered as the concept's specialty drink. Food and non-
alcoholic beverage sales constitute approximately 85% of the concept's total
restaurant revenues, with alcoholic beverage sales accounting for the remaining
15%.
GRADY'S. Grady's restaurants are casual, upscale dinner house restaurants
which feature a broad menu focusing on fresh seafood, prime rib, steaks, chicken
and pasta entrees, salads, sandwiches, appetizers, desserts and a full-service
bar. Grady's restaurants feature booth and table seating, wood and brick walls
and brass fixtures. Service personnel are dressed smartly, in casual slacks,
white buttoned-down shirts and ties, which reinforce the upscale atmosphere.
The restaurant appeals to a slightly more sophisticated customer than
Chili's. Entree selections range in priced from $4.95 to $14.95, with the
average revenue per meal, including alcoholic beverages, approximating $10.75
per person. Food and non-alcoholic beverage sales constitute approximately 87%
of the concept's total restaurant revenues, with alcoholic beverage sales
accounting for the remaining 13%.
MACARONI GRILL. Macaroni Grill is an upscale Italian theme restaurant which
specializes in family-style recipes and features seafood, meat, chicken and
pasta entrees, salads, pizza, appetizers and desserts with limited beer and wine
selection in most restaurants and a full-
3
<PAGE>
service bar in recent and future openings. Exhibition cooking, wood-burning
ovens and rotisseries provide an enthusiastic and exciting environment in the
restaurants. Macaroni Grill restaurants feature white linen-clothed tables,
fireplaces, a pizza oven, sous stations, rotisseries and prominent displays of
wines. Service personnel are dressed in white, starched shirts and aprons, dark
slacks and bright ties.
Entree selections range in menu price from $4.75 to $15.95 with certain
specialty items priced on a daily basis. The average revenue per meal, including
alcoholic beverages, is approximately $13.50 per person. Food and non-alcoholic
beverage sales constitute approximately 83% of the concept's total restaurant
revenues, with alcoholic beverage sales accounting for the remaining 17%.
SPAGEDDIES. Spageddies restaurants are casual, full-service, moderately
priced Italian restaurants featuring appetizers, salads, pasta, pizza,
rotisserie chicken, steak and desserts with alcoholic beverage selections.
Spageddies restaurants feature an exhibition kitchen, a wood-burning pizza oven,
Italian billboards and prominent displays of peppers, parmesan and tomatoes.
Service personnel are dressed casually in black shorts or pants and red or black
and white-striped shirts to reinforce the casual, informal, open environment.
Entree selections range in menu price from $3.45 to $12.95. The average
revenue per meal, including alcoholic beverages, is approximately $8.15 per
person. Food and non-alcoholic beverage sales constitute approximately 90% of
the concept's total restaurant revenues, with alcoholic beverage sales
accounting for the remaining 10%.
ON THE BORDER. On The Border is a casual, outdoor patio/cafe restaurant
featuring Mesquite-grilled specialties of Texas and Mexico ("Tex-Mex") served
in generous portions at modest prices. On The Border restaurants feature
Mesquite wood-grilled chicken and beef specialties, including On The Border's
signature fajitas and original recipe Mexican foods, fresh-cooked, flour
tortillas that are continuously flame-grilled on a flour tortilla machine
which is displayed for customers' viewing, and a full service, Mexican-style
bar serving a variety of frozen margaritas, specialty tequilas and Mexican
beers. The restaurants feature outdoor dining patios and an open South
Texas/Mexican border interior decor, including exposed brick, cactus and
artifacts indigenous to the South Texas/Mexican border country.
On The Border's dinner menu entrees range in price from $5.45 to $12.95,
with most items priced between $6.45 and $9.00. The lunch menu offers a limited
selection of Tex-Mex specialties and a variety of salads and Mesquite grilled
sandwiches. Lunch prices range from $3.95 to $8.95, with most items priced
between $4.75 and $6.25. On The Border also has a children's menu, a weekend
brunch menu and provides banquet and catering services. The average check per
customer, including beverage, at On The Border restaurants was approximately
$9.77 in 1993. During 1993, sales of alcoholic beverages accounted for
approximately 26% of On The Border's total food and beverage sales.
The Company's principal offices are located at 6820 LBJ Freeway, Dallas,
Texas 75240, and its telephone number is (214) 980-9917.
4
<PAGE>
SELLING STOCKHOLDERS
Prior to May 25, 1994, Mr. Walter J. Howington and Barry Margolis
(collectively, the "Selling Stockholders") were the sole stockholders of
Management Northwest Restaurants, Inc. ("MNR"), the joint venture partner of
Restaurant Subsidiary, Inc., a wholly owned subsidiary of the Company ("RSI"),
in Northwest Restaurants Joint Venture (the "Venture"). The Venture operated
nine Chili's Grill & Bar restaurants as a franchisee of the Company in Northern
California (Mountain View, Sacramento (2), San Jose, and Stockton) and Nevada
(Las Vegas (3) and Reno). The Company acquired MNR in May 1994, and Mr.
Howington received 189,660 shares of Common Stock and Mr. Margolis received
66,915 shares of Common Stock in the acquisition. Prior to this Offering, Mr.
Howington and Mr. Margolis owned 189,660 and 66,915 shares of Common Stock of
the Company, respectively, representing less than 1% of the outstanding shares
of Common Stock of the Company. Mr. Howington and Mr. Margolis intend to sell
189,660 and 66,915 shares of Common Stock, respectively, in the Offering. Each
of Mr. Howington and Mr. Margolis has sole voting and investment power with
respect to the shares of Common Stock beneficially owned by him.
The acquisition of MNR by the Company is being accounted for as a pooling
of interests, and each of Mr. Howington and Mr. Margolis has agreed with the
Company not to sell or otherwise dispose of any of the Shares prior to the
publication by the Company of financial information covering at least 30 days of
combined operations of the Company and MNR. The offering of the Shares
contemplated hereby may commence at any time subsequent to such publication date
and will terminate on May 31, 1996, or such earlier date as all the Shares
offered hereby have been sold.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, $0.10 par value, and 1,000,000 shares of Preferred Stock, $1.00
par value. At May 20, 1994, there were 69,714,014 shares of Common Stock of the
Company outstanding and no shares of Preferred Stock outstanding.
COMMON STOCK. All outstanding shares of Common Stock are fully paid and
nonassessable. All holders of Common Stock have full voting rights and are
entitled to one vote for each share held of record on all matters submitted to a
vote of the stockholders. Votes may not be cumulated in the election of
directors. Stockholders have no preemptive or subscription rights. The Common
Stock is neither redeemable nor convertible, and there are no sinking fund
provisions. Holders of Common Stock are entitled to dividends when and as
declared by the Board of Directors from funds legally available therefor and are
entitled, in the event of liquidation, to share ratably in all assets remaining
after payment of liabilities. The rights of holders of Common Stock will be
subject to any preferential rights of any Preferred Stock which may be issued in
the future.
PREFERRED STOCK. The Board of Directors of the Company is authorized to
issue Preferred Stock in one or more series and to fix the voting rights,
liquidation preferences, dividend rates, conversion rights, redemption rights
and terms, including sinking fund
5
<PAGE>
provisions, and certain other rights and preferences.
TRANSFER AGENT AND REGISTRAR. Chemical Shareholders Services Group, Inc.
is the transfer agent and registrar of the Company's Common Stock.
LEGAL OPINIONS
The validity of the shares of Common Stock offered hereby has been passed
upon by Crouch & Hallett, L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements and schedules of the Company as of
June 30, 1993 and 1992, and for each of the years in the three-year period ended
June 30, 1993, incorporated by reference herein have been incorporated by
reference herein, in reliance upon the reports of KPMG Peat Marwick,
independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing. To
the extent that KPMG Peat Marwick audits and reports upon consolidated
financial statements and schedules of the Company issued at future dates, and
consents to the use of their reports thereon, such financial statements and
schedules also will be incorporated by reference herein in reliance upon their
reports and said authority.
6
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses incurred in connection herewith will be paid by the
Company:
<TABLE>
<CAPTION>
Item Amount (1)
- ---- ----------
<S> <C>
SEC registration fee $ 2,185
Legal fees and expenses 2,000
Accounting fees 2,500
Miscellaneous 3,315
-------
Total $10,000
<FN>
- --------
(1) All items other than SEC registration fee are estimated.
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides generally and in pertinent part that a Delaware corporation may
indemnify its directors and officers against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in
connection with any suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
if, in connection with the matters in issue, they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the corporation, and, in connection with any criminal suit or proceeding, if
in connection with the matters in issue, they had no reasonable cause to believe
their conduct was unlawful. Section 145 further provides that in connection with
the defense or settlement of any action by or in the right of the corporation, a
Delaware corporation may indemnify its directors and officers against expenses
actually and reasonably incurred by them if, in connection with the matters in
issue, they acted in good faith and in a manner they reasonably believed to be
in, or not opposed to, the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper. Section 145 permits a Delaware corporation to grant its
directors and officers additional rights of indemnification through bylaw
provisions and otherwise and to purchase indemnity insurance on behalf of its
directors and officers.
Article Ninth of the registrant's Certificate of Incorporation provides
that no director shall be liable to the registrant or its stockholders for
monetary damages for breach of fiduciary duty, provided that the liability of a
director is not limited (i) for any breach of the director's duty of loyalty to
the registrant or its stockholders, (ii) for acts or omissions not in
II-1
<PAGE>
good faith or which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law or (iv) any
transaction from which such director derived an improper personal benefit.
Article VI, Section 2 of the registrant's bylaws provides, in general, that
the registrant shall indemnify its directors and officers under the
circumstances defined in Section 145. The Company has obtained an insurance
policy insuring the directors and officers of the Company against certain
liabilities, if any, that arise in connection with the performance of their
duties on behalf of the Company and its subsidiaries.
Item 16. EXHIBITS.
3(a) -- Certificate of Incorporation of the registrant. (1)
3(b) -- Bylaws of the registrant. (2)
5 -- Opinion of Crouch & Hallett, L.L.P. (3)
24(a)-- Consent of KPMG Peat Marwick. (3)
24(b)-- Consent of Crouch & Hallett, L.L.P. (included in opinion filed as
Exhibit 5).
25 -- Power of Attorney (included on p. II-4).
- ---------------
(1) Filed as an exhibit to Registration Statement No. 33-52705 on Form S-4 and
incorporated herein by reference.
(2) Filed as an exhibit to Registration Statement No. 2-87736 on Form S-1 and
incorporated herein by reference.
(3) Filed herewith.
Item 17. UNDERTAKINGS.
(a) The registrant hereby undertakes (1) to file, during any period in
which offers or sales are being made of the Shares registered hereby, a
post-effective amendment to this Registration Statement, to include any
prospectus required by section 10(a)(3) of the Securities Act of 1933, and to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(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 registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities
II-2
<PAGE>
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange of 1934;
and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas and the State of Texas, on the 3rd day of
June, 1994.
BRINKER INTERNATIONAL, INC.
By: /s/ Debra L. Smithart
-------------------------------------------
Debra L. Smithart, Executive Vice President
and Chief Financial Officer
POWER OF ATTORNEY
Each of the undersigned hereby appoints Ronald A. McDougall and Debra L.
Smithart, and each of them (with full power to act alone), as attorneys and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on June 3, 1994.
Signature Title
- --------- -----
/s/ Norman E. Brinker
- ----------------------------- Chairman of the Board,
Norman E. Brinker Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Debra L. Smithart
- ----------------------------- Executive Vice President
Debra L. Smithart and Director (Principal Financial
and Accounting Officer)
/s/ Ronald A. McDougall
- ----------------------------- Director
Ronald A. McDougall
II-4
<PAGE>
/s/ Creed L. Ford, III
- ----------------------------- Director
Creed L. Ford, III
/s/ F. Lane Cardwell, Jr.
- ----------------------------- Director
F. Lane Cardwell, Jr.
/s/ Roger F. Thomson
- ----------------------------- Director
Roger F. Thomson
- ----------------------------- Director
Jack W. Evans, Sr.
- ----------------------------- Director
Rae F. Evans
- ----------------------------- Director
J. Ira Harris
- ----------------------------- Director
Frederick S. Humphries
- ----------------------------- Director
William F. Regas
/s/ Ray L. Hunt
- ----------------------------- Director
Ray L. Hunt
- ----------------------------- Director
J. M. Haggar, Jr.
- ----------------------------- Director
James E. Oesterreicher
/s/ Roger T. Staubach
- ----------------------------- Director
Roger T. Staubach
II-5
<PAGE>
(214) 953-0053
June 3, 1994
Brinker International, Inc.
6820 LBJ Freeway
Suite 200
Dallas, Texas 75240
Gentlemen:
We have served as counsel for Brinker International, Inc., a Delaware
corporation (the "Company"), and certain stockholders of the Company (the
"Selling Stockholders") in connection with the Registration Statement on Form
S-3 covering the sale from time to time by the Selling Stockholders of a maximum
of 256,575 shares (the "Shares") of Common Stock, $.10 par value, of the
Company.
We have examined such documents and questions of law as we have deemed
necessary to render the opinion expressed below. Based upon the foregoing, we
are of the opinion that the Shares, when issued and delivered, are duly and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Brinker International, Inc.
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick
Dallas, Texas
June 3, 1994
