As filed with the Securities and Exchange Commission on August 28, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
________________
VICORP RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
Colorado 1330 84-0511072
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
400 West 48th Avenue
Denver, Colorado 80216
(303) 296-2121
(Address, including zip code, of registrant's principal executive offices)
VICORP RESTAURANTS, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
__________________
Stanley Ereckson, Jr.
VICORP Restaurants, Inc.
400 West 48th Avenue
Denver, Colorado 80216
(303) 296-2121
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_____________
Copy to:
Leslie A. Nichols, Esq.
Sherman & Howard L.L.C.
3000 First Interstate Tower North
633 Seventeenth Street
Denver, Colorado 80202
(303) 297-2900
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share Price Registration Fee(1)
- ------------------------------------ ------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.05 per 500,000 Shares $ 13.1875 $ 6,593,750 $ 2,273.71
share
====================================================================================================================
(1) Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
upon the average high and low prices reported on August 27, 1996. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate number of interests to
be offered and sold pursuant to the employee benefit plan described herein.
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of registrant
information and other information required by Item 2 of this Form will be sent
or given to participants as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428(a)
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428(a)(2)
under the Securities Act. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of all the documents included in such
file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by VICORP Restaurants, Inc. (the "Company"
or the "Registrant") with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K, as amended by
Form 10-K/A, for the fiscal year ended October 31, 1995.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1995.
3. The description of the Company's Common Stock contained in the
registration statement filed with the Commission under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents"); provided, however,
that the documents enumerated above or subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made by this registration statement is in effect prior
to the filing with the Commission of the Company's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Item 4. Description of Securities.
All of the securities being registered are registered under Section 12 of
the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 7-109-103 of the Colorado Business Corporation Act (the "Act")
provides, that a corporation organized under Colorado law shall be required to
indemnify a person who is or was a director of the corporation or an individual
who, while serving as a director of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee, employee or
fiduciary or agent of another corporation or other entity or of any employee
benefit plan (a "Director") or officer of the corporation and who was wholly
successful, on the merits or otherwise, in defense of any threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal, administra-
tive, or investigative and whether formal or informal (a "Proceeding"), in which
he was a party, against reasonable expenses incurred by him in connection with
the Proceeding, unless such indemnity is not permitted by the corporation's
articles of incorporation. Section 7-109-102 of the Act provides, generally,
that a corporation may indemnify a person made a party to a Proceeding because
the person is or was against any obligation incurred with respect to a
Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan) or reasonable expenses
incurred in the Proceeding if he conducted himself in good faith and he
reasonably believed, in the case of conduct in an official capacity with the
corporation, his conduct was in the corporation's best interests and, in all
other cases, his conduct was at least not opposed to the corporation's best
interests and, with respect to any criminal proceedings, he had no reasonable
cause to believe that his conduct was unlawful. In the case of conduct
respecting an employee benefit plan, conduct is not opposed to the corporation's
best interests if the individual reasonably believes that it is in the interest
of the participants in or beneficiaries of the plan. Notwithstanding the
foregoing, a corporation may not indemnify a Director in connection with any
Proceeding by or in the right of the corporation in which the Director was
adjudged liable to the corporation or, in connection with any other Proceeding
charging the Director derived an improper personal benefit, whether or not
involving actions in an official capacity, in which Proceeding the Director
was judged liable on the basis that he derived an improper personal benefit.
Any indemnification permitted in connection with a Proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with such Proceeding. Under Section 7-109-107 of the Act, unless
otherwise provided in the Articles of Incorporation, a corporation may indemnify
an officer, employee, fiduciary, or agent of the corporation to the same
extent as a Director and may indemnify an officer, employee, fiduciary, or agent
who is not a Director to a greater extent, if not inconsistent with public
policy and if provided for by its bylaws, general or specific action of its
board of directors or shareholders, or contract.
The Company's Bylaws provide for indemnification of directors, officers,
employees, fiduciaries and agents of the Company, to the full extent permitted
under Colorado law.
Section 7-108-402 of the Act provides, generally, that the Articles of
Incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director; except that any such
provision may not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) acts specified in 7-108-403, or (iv)
any transaction from which a director directly or indirectly derived an improper
personal benefit. Such provision may eliminate or limit the liability of a
director for any act or omission occurring prior to the date on which such
provision becomes effective. The Company's Articles of Incorporation so
eliminate Director's liability.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index and Exhibits at the end of this Registration Statement.
Item 9. Undertakings.
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
Securities Act of 1933;
(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 (1)(i) and (1)(ii) do not apply if 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 Securities Exchange Act of 1934 that
are incorporated by reference in the 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 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) and each filing of the annual report of the Plan 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 offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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 Securities
Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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-8 and has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of Denver, State
of Colorado, on August 28, 1996.
VICORP RESTAURANTS, INC.
By: /s/ Charles R. Frederickson
-----------------------
Charles R. Frederickson
Chairman of the Board and Co-Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles R. Frederickson and J. Michael Jenkins,
and each of them, his true and lawful attorneys-in-fact and agents, each
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 either of them, or their or his 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.
Signature Title Date
- --------- ----- ----
/s/ Charles R. Frederickson Chairman of the Board and August 26, 1996
________________________ Co-Chief Executive Officer
Charles R. Frederickson (Principal Executive Officer)
/s/ J. Michael Jenkins Director, President and August 26, 1996
__________________ Co-Chief Executive Officer
J. Michael Jenkins (Principal Executive Officer)
/s/ Richard E. Sabourin Executive Vice President/ August 26, 1996
___________________ Chief Financial Officer
Richard E. Sabourin (Principal Financial Officer and
Principal Accounting Officer)
Carole Lewis Anderson
_____________________ Director
Carole Lewis Anderson
/s/ Bruce B. Brundage
_________________ Director August 21, 1996
Bruce B. Brundage
/s/ John C. Hoyt
____________ Director August 21, 1996
John C. Hoyt
/s/ Robert T. Marto
_______________ Director August 21, 1996
Robert T. Marto
/s/ Dudley C. Mecum
_______________ Director August 22, 1996
Dudley C. Mecum
/s/ Dennis B. Robertson
___________________ Director August 22, 1996
Dennis B. Robertson
/s/ Hunter Yager
____________ Director August 21, 1996
Hunter Yager
/s/ Arthur Zankel
_____________ Director August 26, 1996
Arthur Zankel
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
persons who administer the Plan have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City and County of Denver, State of Colorado, on August 28, 1996.
By: /s/ Stanley Ereckson, Jr.
---------------------
Stanley Ereckson, Jr., Plan Administrator
INDEX TO EXHIBITS
Exhibit No.
*4(a) Articles of Incorporation, as amended
(incorporated by reference to the
Company's Annual Report on Form
10-K for the year ended October 29, 1989)
*4(b) By-Laws (incorporated by reference to
the Company's Annual Report on Form
10-K for the year ended October 29, 1989)
*4(c) Specimen Stock Certificate
(incorporated by reference to the
Company's Annual Report on Form
10-K for the year ended October 30, 1988)
5 Opinion of Stanley Ereckson, Jr.
23(a) Consent of Independent Public Accountants
23(b) Consent of Stanley Ereckson, Jr.
(included in Exhibit 5)
_______________
* Incorporated by reference to documents(s) described in parentheses.
Exhibit 5
August 20, 1996
VICORP Restaurants, Inc.
400 West 48th Avenue
Denver, Colorado 80216
Attn: Charles R. Frederickson, Chairman of the Board and Co-Chief Executive
Officer
Dear Mr. Frederickson:
I have acted as Counsel for VICORP Restaurants, Inc. (the "Company") in
connection with the preparation, execution and filing of a Registration
Statement under the Securities Act of 1933 on Form S-8 relating to the
registration of 500,000 shares of VICORP Restaurants, Inc. Common
Stock, $.05 par value ("Common Stock"), which may be purchased for the
accounts of participants in the VICORP Restaurants, Inc. Employee Stock
Purchase Plan (the "Plan").
In connection with the opinion expressed below, I have made such factual
inquiries and have examined or caused to be examined such questions of law as I
have considered necessary or appropriate for the purpose of such opinion. On
the basis of such inquiries or examinations, it is my opinion that any newly
issued shares of Common Stock purchased from the Company pursuant to the Plan,
when paid for as contemplated by the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
/s/ Stanley Ereckson, Jr.
---------------------
Stanley Ereckson, Jr.
Senior Vice President/General Counsel
Exhibit 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated December 12, 1995
included in the Form 10-K report of VICORP Restaurants, Inc. for the year
ended October 31, 1995 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
Denver, Colorado,
August 26, 1996.
