As filed with the Securities and Exchange Commission on June 3, 1998
Registration No. 333-
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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 (I.R.S. Employer
incorporation or organization) Industrial Classification Identification No.)
Code Number)
400 West 48th Avenue
Denver, Colorado 80216
(303) 296-2121
(Address, including zip code, of registrant's principal executive offices)
STOCK OPTION AGREEMENT BETWEEN VICORP RESTAURANTS, INC., AND
J. MICHAEL JENKINS
(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
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share<F1> Offering Price Fee<F1>
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Common Stock, par 100,000 Shares $13.00 $1,300,000 $384.00
value $0.05 per share
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<F1>Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
upon the option exercise price.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Item 1 of this Form is included in documents 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.
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, 1997.
2. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since October 31, 1997.
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.
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,
administrative, 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 limited 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 a
Director 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 the person conducted himself or herself in good faith and the
person reasonably believed, in the case of conduct in an official capacity with
the corporation, the person's conduct was in the corporation's best interests
and, in all other cases, his or her conduct was at least not opposed to the
corporation's best interests and, with respect to any criminal proceedings, the
person had no reasonable cause to believe that his or her conduct was unlawful.
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 laible on
the basis that he or she 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 Section 7-108-403, or
(iv) any transaction from which a director directly or indirectly derived an
improper personal benefit. Such provision may not 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 procceeding) 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 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
June 2, 1998.
VICORP RESTAURANTS, INC.
by: /s/ Charles R. Frederickson
---------------------------
Charles R. Frederickson
Chairman of the Board,
President and 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 Stanley Ereckson,
Jr., 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.
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Signature Title Date
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<S> <C> <C>
/s/ Charles R. Frederickson Chairman of the Board, June 2, 1998
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Charles R. Frederickson President and Chief
Executive Officer
(Principal Executive Officer)
/s/ Richard E. Sabourin Executive Vice President/ June 2, 1998
- -----------------------
Richard E. Sabourin Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Carole Lewis Anderson Director June 2, 1998
- -------------------------
Carole Lewis Anderson
/s/ Bruce B. Brundage Director May 25, 1998
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Bruce B. Brundage
/s/ John C. Hoyt Director May 22, 1998
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John C. Hoyt
Director ______, 1998
- -------------------
Robert T. Marto
/s/ Dudley C. Mecum Director May 25, 1998
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Dudley C. Mecum
/s/ Dennis B. Robertson Director May 24, 1998
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Dennis B. Robertson
/s/ Hunter Yager Director May 23, 1998
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Hunter Yager
/s/ Arthur Zankel Director June 2, 1998
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Arthur Zankel
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EXHIBITS
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Exhibit No.
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*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)
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* Incorporated by reference to document(s) described in parentheses.
Exhibit 5
June 3, 1998
VICORP Restaurants, Inc.
400 West 48th Avenue
Denver, Colorado 80216
Attn: Charles R. Frederickson, Chairman of the Board, President and 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 100,000 shares of VICORP Restaurants, Inc. Common Stock, $.05
par value ("Common Stock"), which may be purchased upon exercise of options
pursuant to the Stock Option Agreement between VICORP Restaurants, Inc. and
J. Michael Jenkins (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 issued pursuant to the exercise of options
under 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.
Sr. 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 19, 1997
included in the Form 10-K report of VICORP Restaurants, Inc. for the year ended
October 31, 1997 and to all references to our Firm included in this registration
statement.
/s/ Arthur Anderson LLP
ARTHUR ANDERSON LLP
Denver, Colorado,
June 3, 1998.
