As filed with the Securities and Exchange Commission on July 25, 2000
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1914582
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6820 LBJ Freeway
Dallas, Texas 75240
(972) 980-9917
(Address of Principal Executive Offices)
____________________________
Brinker International, Inc. 401(k) Savings Plan
As Restated Effective January 1, 1999
Brinker International, Inc. Savings Plan II, As Amended
(Full Titles of the Plans)
Russell G. Owens
Executive Vice President and Chief Financial
and Strategic Officer
Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas 75240
(972) 980-9917
(Name, address and telephone number, including area code, of
agent for service)
____________________________
With Copies To:
Roger F. Thomson Stuart Bumpas, Esq.
Executive Vice President and General Counsel Locke Liddell & Sapp LLP
Brinker International, Inc. 2200 Ross Avenue, Suite 2200
6820 LBJ Freeway Dallas, Texas 75201
Dallas, Texas 75240 (214) 740-8000
(972) 980-9917
____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Title Proposed Proposed
Of Amount To Maximum Maximum Amount of
Securities Be Offering Aggregate Registration
To Be Registered Price Per Offering Fee
Registered Share (1) Price (1)
Common Stock,
$0.10 Par Value (3)
Brinker
International, Inc.
401(k) Savings Plan
As Restated Effective
January 1, 1999 275,000 $31.16 (2) $8,569,000.00 $2,262.22
shares (3)
Brinker
International, Inc.
Savings Plan II, as 100,000 $31.16 (2) $3,116,000.00 $822.62
amended shares (3)
TOTAL 375,000 shares $11,685,000.00 $3,084.84
</TABLE>
(1) For the sole purpose of calculating the registration
fee, the number of shares to be registered under this
registration statement has been broken down into two
subtotals. In addition, pursuant to Rule 416 under the
Securities Act of 1933, as amended, this registration
statement also covers shares of common stock of the
registrant issuable to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated in accordance with Rule 457 (c) and (h)
under the Securities Act of 1933, as amended, solely for
purposes of calculating the registration fee, based on the
average of the high and low prices of the registrant's
common stock on July 18, 2000 as reported on the New York
Stock Exchange.
(3) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended, this registration
statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit
plans described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified by Item 1 (Plan Information) and
Item 2 (Registrant Information and Employee Plan Annual
Information) of Part I of Form S-8 is omitted from this filing in
accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), and the
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents set forth below are incorporated by reference
in this Registration Statement. All documents subsequently filed
by Brinker International, Inc. ("Brinker"), Brinker
International, Inc. 401(k) Savings Plan As Restated Effective
January 1, 1999 and Brinker International, Inc. Savings Plan II,
as amended, pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent 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 supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
(a) Brinker's annual report on Form 10-K for the year
ended June 30, 1999;
(b) All other reports filed with the Securities and
Exchange Commission ("Commission") pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the documents described in (a)
above; and
(c) The description of the common stock which is
contained in Brinker's registration statements on
Form 8-A filed with the Commission pursuant to
Section 12 of the Exchange Act, and all amendments
thereto and reports that have been filed for the
purpose of updating such description.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") provides, in effect, that any person made a party to any
action by reason of the fact that he is or was a director,
officer, employee or agent of Brinker may and, in certain cases,
must be indemnified by Brinker against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorney's fees) incurred by
him as a result of such action, and in the case of a derivative
action, against expenses (including attorney's fees), if in
either type of action he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of Brinker. This indemnification does not apply, in a derivative
action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to Brinker, unless upon
court order it is determined that, despite such adjudication of
liability but in view of all the circumstances of the case, he is
fairly and reasonably entitled to indemnity for expenses, and, in
a non-derivative action, to any criminal proceeding in which such
person had reasonable cause to believe his conduct was unlawful.
Article Ninth of Brinker's Certificate of Incorporation
provides that no director shall be liable to Brinker 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 Brinker or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) any transaction from
which such director derived an improper personal benefit.
Article VI, Section 2 of Brinker's bylaws provides, in
general, that Brinker shall indemnify its directors and officers
under the circumstances defined in Section 145 of the DGCL.
Brinker has obtained an insurance policy insuring the directors
and officers of Brinker against certain liabilities, if any, that
arise in connection with the performance of their duties on
behalf of Brinker and its subsidiaries.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
5.1* Opinion of Locke Liddell & Sapp LLP.
23.1* Consent of KPMG LLP.
23.2* Consent of Locke Liddell & Sapp LLP
(included in opinion filed as Exhibit 5.1).
24.1* Power of Attorney (included on the
signature pages of this Registration Statement).
99.1* Brinker International, Inc. 401(k)
Savings Plan As Restated Effective January 1, 1999.
99.2* Brinker International, Inc. Savings Plan II,
as amended.
* Filed herewith.
Brinker hereby undertakes that it will submit or has
submitted Brinker International, Inc. 401(k) Savings Plan As
Restated Effective January 1, 1999, and any amendments
thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required
by the IRS in order to qualify the plan under Section 401 of
the Internal Revenue Code.
Item 9. Undertakings.
(a) Brinker 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 Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
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 this
Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to
the Securities and Exchange Commission by Brinker pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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) Brinker hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of Brinker's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
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
Securities Act may be permitted to directors, officers and
controlling persons of Brinker pursuant to the foregoing
provisions, or otherwise, Brinker has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Brinker of
expenses incurred or paid by a director, officer or controlling
person of Brinker 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, Brinker 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 of whether such
indemnification by it is against public policy as expressed in
the Securities 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 registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on May 1, 2000.
BRINKER INTERNATIONAL, INC.
By: /s/Russell G. Owens
Russell G. Owens, Executive
Vice President and Chief Financial
Strategic Officer
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints
each of Ronald A. McDougall and Russell G. Owens, and each of
them, 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 all 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 and necessary to be done on and about the premises as
fully and 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 any of them, or their substitute or
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 by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
/s/Ronald A. McDougall Vice Chairman, May 1, 2000
Ronald A. McDougall Chief Executive
Officer and Director
(Principal Executive Officer)
Executive Vice May 1, 2000
/s/Russell G. Owens President and
Russell G. Owens Chief Financial
and Strategic Officer
(Principal Financial
and Accounting Officer)
/s/Norman E. Brinker Chairman of the May 1, 2000
Norman E. Brinker Board and Director
/s/Douglas H. Brooks Director May 1, 2000
Douglas H. Brooks
____________________ Director ____________, 2000
Donald J. Carty
____________________ Director ____________, 2000
Dan W. Cook, III
/s/J.M. Haggar, Jr. Director May 1, 2000
J.M. Haggar, Jr.
____________________ Director ______________, 2000
Frederick S. Humphries
_____________________ Director _______________, 2000
Ronald Kirk
/s/Jeffrey A. Marcus Director May 1, 2000
Jeffrey A. Marcus
/s/James E. Oesterreicher Director May 1, 2000
James E. Oesterreicher
/s/Roger T. Staubach Director May 1, 2000
Roger T. Staubach
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plans) of Brinker International, Inc. 401(k) Saving Plan
As Restated Effective January 1, 1999 and Brinker International,
Inc. Savings Plan II, as amended, have duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on the 1st day of May, 2000.
BRINKER INTERNATIONAL, INC.
401(K) SAVINGS PLAN AS RESTATED
EFFECTIVE JANUARY 1, 1999
/s/Preston Weaver
Preston Weaver, Plan Administrator
BRINKER INTERNATIONAL, INC.
SAVINGS PLAN II, AS AMENDED
/s/Preston Weaver
Preston Weaver, Plan Administrator
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5.1* Opinion of Locke Liddell & Sapp LLP.
23.1* Consent of KPMG LLP.
23.2* Consent of Locke Liddell & Sapp LLP (included in opinion filed
as Exhibit 5.1).
24.1* Power of Attorney (included on the signature pages of this
Registration Statement).
99.1* Brinker International, Inc. 401(k) Savings Plan As Restated
Effective January 1, 1999.
99.2* Brinker International, Inc. Savings Plan II, as amended.
* Filed herewith.
