As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
AU BON PAIN CO., INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2723701
- --------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
19 Fid Kennedy Avenue, Boston, Massachusetts 02210
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(Address of Principal Executive Offices)
1992 Employee Stock Purchase Plan
---------------------------------
(Full title of plan)
Anthony J. Carroll
Vice President and Chief Financial Officer
Au Bon Pain Co., Inc.
19 Fid Kennedy Avenue
Boston, Massachusetts 02210
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(Name and address, including zip code, of agent for service)
(617) 423-2100
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(Telephone number, including area code of agent for service)
Copies to:
Marianne Gilleran, Esq.
Gadsby & Hannah LLP
225 Franklin Street
Boston, Massachusetts 02110
(617) 345-7000
<PAGE>
CALCULATION OF REGISTRATION FEE
===============================
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share (*) price (*) registration fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.0001 per 200,000 $7.375 $1,475,000.00 $446.97
share
- --------------------------------------------------------------------------------------------------------------
</TABLE>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(h) promulgated under the Securities Act of 1933, as amended, based upon
$7.375 the average of the high and low prices as reported by National
Association of Securities Dealers Automated Quotation System National Market
System for July 16, 1997 as to 200,000 shares.
The date of this Registration Statement is July 23, 1997.
-2-
<PAGE>
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Au Bon Pain Co., Inc. (the "Company") are
incorporated in this registration statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 28, 1996, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's documents
referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Prospectus dated February 27, 1992, included in the Company's Registration
Statement on Form S-1 (File No. 33-453219) as filed with the Commission on
February 27, 1992, effective on February 27, 1992, and in the Company's
Registration Statement on Form 8-A (File No. 0-19253) as filed with the
Commission on May 2, 1991.
(d) All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such documents. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such materials can also be obtained at prescribed rates from the
Public Reference Section of the Commission at its principal offices at 450 Fifth
Street, N.W., Washington, D.C. 20549.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
-3-
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware and
Section 10.1 of the Company's Certificate of Incorporation permit the Company to
indemnify an officer, director or employee in respect of claims made by reason
of his status with the Company, including stockholder derivative suits provided
he acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
act or proceeding, had no reasonable cause to believe his conduct was unlawful.
Expenses incurred in defense of such actions may be paid by the Company in
advance of final disposition upon receipt of an undertaking to repay if there is
an ultimate determination that he is not entitled to be indemnified.
The Delaware Supreme Court has held that the directors' duty of care to
a corporation and its stockholders requires the exercise of an informed business
judgment. Having become informed of all material information reasonably
available to them, directors must generally act with requisite care in the
discharge of their duties. The Delaware General Corporation Law and Section 9 of
the Company's Certificate of Incorporation exonerate the Company's directors
from personal liability to the Company or its stockholders for monetary damages
for breach of fiduciary duty of care as a director, with certain exceptions. The
exceptions include breach of the director's duty of loyalty, act or omissions
not in good faith or which involve intentional misconduct or knowing violations
of law, improper declaration of dividends and transactions from which the
director derived an improper personal benefit. The limitation of liability
provision does not eliminate a stockholder's right to seek monetary, equitable
remedies such as injunction or recision to redress an action taken by directors.
However, as a practical matter, equitable remedies may not be available in all
situations, and there may be instances where no effective remedy is available.
At present, there is no pending litigation or proceeding involving a
director, officer, employee or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding which may result in a claim for such indemnification.
Item 7. Exemption From Registration Claimed.
Not applicable.
-4-
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description
4.1 The Company's Formula Stock Option Plan for Independent Directors
and forms of Option Agreement thereunder. Incorporated by reference
to Exhibit 10.6.4 of the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994 (File No. 0-19253).
4.2 The Company's Non-Qualified Stock Option Plan for Employees and
forms of option agreement thereunder. Incorporated by reference to
the Company's Registration Statement on Form S-1 (File No.
33-40153), Exhibit 10.10.
4.3 The Company's 1992 Equity Incentive Plan and form of non-qualified
option agreement thereunder. Incorporated by reference to the
Company's Registration Statement on Form S-1 (File No. 33-453219),
Exhibit 10.13.
4.4 The Company's 1992 Employee Stock Purchase Plan. Incorporated by
reference to the Company's Registration Statement on Form S-1 (File
No. 33-453219), Exhibit 10.14.
4.5 Certificate of Incorporation of the Company, as amended to June 2,
1991. Incorporated by reference to Exhibit 3.1 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994 (File No. 0-19253).
4.5.1 Certificate of Amendment to Certificate of Incorporation, dated
and filed June 3, 1991. Incorporated by reference to Exhibit 3.1.1
of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (File No. 0-19253).
4.5.2 Certificate of Amendment to the Certificate of Incorporation filed
on June 2, 1994. Incorporated by reference to Exhibit 3.1.2 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 0-19253).
4.5.3 Certificate of Designations, Preferences and Rights of the Class B
Preferred Stock (Series 1), filed November 30, 1994. Incorporated
by reference to Exhibit 3.1.3 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (File No.
0-19253).
4.6 Bylaws of the Company, as amended to date. Incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 33-40153).
4.7 Amended and Restated Revolving Credit and Term Loan Agreement,
dated as of March 17, 1997, among the Company, USTrust, the First
National Bank of Boston, Citizens Bank of Massachusetts and
USTrust, as agent. Incorporated by reference to Exhibit 4.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 0-19253).
4.7.1 First Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of September 6, 1995, among the Company,
Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co.,
USTrust, the First National Bank of Boston, Citizens Bank of
Massachusetts and USTrust, as agent. Incorporated by reference to
the Company's Annual Report on Form 10-K for the year ended
December 30, 1995.
4.7.2 Second Amendment to Amended and Restated Revolving Credit, and
Term Loan Agreement, dated as of July 24, 1996, among the Company,
Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co.,
USTrust, The First National Bank of Boston, Citizens Bank of
Massachusetts and
-5-
<PAGE>
USTrust, as agent. Incorporated by reference to Exhibit 4.1.3 of the
Company's Annual Report on Form 10-K for the year ended December 28,
1996.
4.7.3 Third Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of September 6, 1996, among the Company,
Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co.,
Inc., USTrust, The First National Bank of Boston, Citizens Bank of
Massachusetts and USTrust, as agent. Incorporated by reference to
Exhibit 4.1.4 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996.
4.7.4 Fourth Amendment and Waiver to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of November 22, 1996,
among the Company, Saint Louis Bread Company, Inc., ABP Midwest
Manufacturing Co., Inc., USTrust, The First National Bank of
Boston, Citizens Bank of Massachusetts and USTrust, as agent.
Incorporated by reference to Exhibit 4.1.5 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 28, 1996.
4.8 Form of 4.75% Convertible Subordinated Note due 2001. Incorporated
by reference to Exhibit 4 of the Company's Form 8-K filed December
22, 1993.
4.9.1 Investment Agreement dated as of July 24, 1996 by and between Au
Bon Pain Co., Inc., Saint Louis Bread Company, Inc., ABP Midwest
Manufacturing Co., Inc., Allied Capital Corporation, Allied
Capital Corporation II, Capital Trust Investments, Ltd.
Incorporated by reference to Exhibit 4.3.1 of the Company's Annual
Report on Form 10-K for the year ended December 28, 1996.
4.9.2 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $3,600,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Allied Capital Corporation. Incorporated by reference to Exhibit
4.3.2 of the Company's Annual Report on Form 10-K for the year
ended December 28, 1996.
4.9.3 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $7,500,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Capital Trust Investments, Ltd. Incorporated by reference to
Exhibit 4.3.3 of the Company's Annual Report on Form 10-K for the
year ended December 28, 1996.
4.9.4 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $3,900,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Allied Capital Corporation II. Incorporated by reference to
Exhibit 4.3.4 of the Company's Annual Report on Form 10-K for the
year ended December 28, 1996.
5 Opinion of Gadsby & Hannah LLP as to legality of shares.
23.1 Consent of Coopers & Lybrand LLP.
23.2 Consent of Gadsby & Hannah LLP (included in Exhibit 5).
24 Powers of Attorney.
- --------------
-6-
<PAGE>
Item 9. Undertakings.
The Company hereby undertakes: (a) 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; and (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 sections (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
sections 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; (b) that, for purposes
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; and
(c) 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.
The Company 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 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the Delaware Corporation Law, the Certificate of Incorporation or the Bylaws
of the Company, or otherwise, the Company has been advised that in the opinion
of the 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 hereunder, the Company 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.
-7-
<PAGE>
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, Commonwealth of Massachusetts on July
23, 1997.
AU BON PAIN CO., INC.
By /s/ Louis I. Kane
----------------------------
Louis I. Kane,
Co-Chairman of the Board
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Ronald M. Shaich Co-Chairman of the Board July 23, 1997
- -------------------------- and Chief Executive Officer
Ronald M. Shaich (principal executive officer)
/s/ Louis I. Kane Co-Chairman of the Board July 23, 1997
- --------------------------
Louis I. Kane
/s/ Francis W. Hatch Director July 23, 1997
- --------------------------
Francis W. Hatch
/s/ George E. Kane Director July 23, 1997
- --------------------------
George E. Kane
/s/ Joseph P. Shaich Director July 23, 1997
- --------------------------
Joseph P. Shaich
/s/ James R. McManus Director July 23, 1997
- --------------------------
James R. McManus
- -------------------------- Director July ___, 1997
Henry J. Nasella
/s/ Anthony J. Carroll Vice President and July 23, 1997
- -------------------------- Chief Financial Officer
Anthony J. Carroll (principal accounting and
financial officer)
-8-
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------- ----------- ------
<S> <C> <C>
4.1 The Company's Formula Stock Option Plan for Independent Directors and
forms of Option Agreement thereunder. Incorporated by reference to
Exhibit 10.6.4 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 (File No. 0-19253).
4.2 The Company's Non-Qualified Stock Option Plan for Employees and forms
of option agreement thereunder. Incorporated by reference to the
Company's Registration Statement on Form S-1 (File No. 33-40153),
Exhibit 10.10.
4.3 The Company's 1992 Equity Incentive Plan and form of non-qualified
option agreement thereunder. Incorporated by reference to the
Company's Registration Statement on Form S-1 (File No. 33-453219),
Exhibit 10.13.
4.4 The Company's 1992 Employee Stock Purchase Plan. Incorporated by
reference to the Company's Registration Statement on Form S-1 (File
No. 33-453219), Exhibit 10.14.
4.5 Certificate of Incorporation of the Company, as amended to June 2,
1991. Incorporated by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1994 (File
No. 0-19253).
4.5.1 Certificate of Amendment to Certificate of Incorporation, dated
and filed June 3, 1991. Incorporated by reference to Exhibit 3.1.1
of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (File No. 0-19253).
4.5.2 Certificate of Amendment to the Certificate of Incorporation filed
on June 2, 1994. Incorporated by reference to Exhibit 3.1.2 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 0-19253).
4.5.3 Certificate of Designations, Preferences and Rights of the Class B
Preferred Stock (Series 1), filed November 30, 1994. Incorporated
by reference to Exhibit 3.1.3 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994 (File No.
0-19253).
4.6 Bylaws of the Company, as amended to date. Incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on Form S-1
(File No. 33-40153).
4.7 Amended and Restated Revolving Credit and Term Loan Agreement,
dated as of March 17, 1997, among the Company, USTrust, the First
National Bank of Boston, Citizens Bank of Massachusetts and
USTrust, as agent. Incorporated by reference to Exhibit 4.1 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (File No. 0-19253).
4.7.1 First Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of September 6, 1995, among the Company,
Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co.,
USTrust, the First National Bank of Boston, Citizens Bank of
Massachusetts and USTrust, as agent. Incorporated by reference to
the Company's Annual Report on Form 10-K for the year ended
December 30, 1995.
4.7.2 Second Amendment to Amended and Restated Revolving Credit, and
Term Loan Agreement, dated as of July 24, 1996, among the Company,
Saint Louis Bread
-9-
<PAGE>
Exhibit Page
Number Description Number
- ------- ----------- ------
Company, Inc., ABP Midwest Manufacturing Co., USTrust, The First
National Bank of Boston, Citizens Bank of Massachusetts and USTrust,
as agent. Incorporated by reference to Exhibit 4.1.3 of the Company's
Annual Report on Form 10-K for the year ended December 28, 1996.
4.7.3 Third Amendment to Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of September 6, 1996, among the Company,
Saint Louis Bread Company, Inc., ABP Midwest Manufacturing Co.,
Inc., USTrust, The First National Bank of Boston, Citizens Bank of
Massachusetts and USTrust, as agent. Incorporated by reference to
Exhibit 4.1.4 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1996.
4.7.4 Fourth Amendment and Waiver to Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of November 22, 1996,
among the Company, Saint Louis Bread Company, Inc., ABP Midwest
Manufacturing Co., Inc., USTrust, The First National Bank of
Boston, Citizens Bank of Massachusetts and USTrust, as agent.
Incorporated by reference to Exhibit 4.1.5 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 28, 1996.
4.8 Form of 4.75% Convertible Subordinated Note due 2001. Incorporated
by reference to Exhibit 4 of the Company's Form 8-K filed December
22, 1993.
4.9.1 Investment Agreement dated as of July 24, 1996 by and between Au
Bon Pain Co., Inc., Saint Louis Bread Company, Inc., ABP Midwest
Manufacturing Co., Inc., Allied Capital Corporation, Allied
Capital Corporation II, Capital Trust Investments, Ltd.
Incorporated by reference to Exhibit 4.3.1 of the Company's Annual
Report on Form 10-K for the year ended December 28, 1996.
4.9.2 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $3,600,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Allied Capital Corporation. Incorporated by reference to Exhibit
4.3.2 of the Company's Annual Report on Form 10-K for the year
ended December 28, 1996.
4.9.3 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $7,500,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Capital Trust Investments, Ltd. Incorporated by reference to
Exhibit 4.3.3 of the Company's Annual Report on Form 10-K for the
year ended December 28, 1996.
4.9.4 Senior Subordinated Debenture dated as of July 24, 1996 in the
amount of $3,900,000 from Au Bon Pain Co., Inc., Saint Louis Bread
Company, Inc., and ABP Midwest Manufacturing Co., Inc. payable to
Allied Capital Corporation II. Incorporated by reference to
Exhibit 4.3.4 of the Company's Annual Report on Form 10-K for the
year ended December 28, 1996.
5 Opinion of Gadsby & Hannah LLP as to legality of shares. 11
23.1 Consent of Coopers & Lybrand LLP. 12
23.2 Consent of Gadsby & Hannah LLP (included in Exhibit 5). 11
24 Powers of Attorney. 13
</TABLE>
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-10-
EXHIBIT 5
---------
GADSBY & HANNAH LLP
225 FRANKLIN STREET
BOSTON, MA 02110
July 22, 1997
Board of Directors
Au Bon Pain Co., Inc.
19 Fid Kennedy Avenue
Boston, MA 02210
Gentlemen:
You have requested our opinion, as counsel to Au Bon Pain Co., Inc. (the
"Company"), with respect to certain matters in connection with a proposed
offering of an additional 200,000 shares of the Company's Class A common stock,
par value $.0001 per share (the "Shares"), by the Company, pursuant to options
granted and to be granted under the Company's 1992 Employee Stock Purchase Plan
(the "Plan"). The offering is to be made pursuant to a Registration Statement on
Form S-8 filed with the Securities and Exchange Commission on July 23, 1997 (the
"Registration Statement").
In rendering this opinion we have reviewed, among other documents, the
Plan documents, the Company's Certificate of Incorporation and Bylaws, as
amended to date, and the proceedings of the Company's stockholders and Board of
Directors relating to the authorization and issuance of the Shares under Plan
options. We have also considered such statutes, rules and regulations as we have
deemed relevant for the purposes hereof.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.
2. The Shares to be sold by the Company, when issued and sold pursuant to
the Plan and options granted thereunder, will be legally authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Gadsby & Hannah LLP
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Au Bon Pain Co., Inc. on Form S-8 (File No. 33- ) of our
report dated February 14, 1997, on our audits of the consolidated financial
statements and financial statement schedules of Au Bon Pain, Co., Inc. as of
December 30, 1995, and December 28, 1996, and for each of the three years in
the period ended December 28, 1996.
/s/ COOPERS & LYBRAND LLP
Boston, Massachusetts
July 22, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Louis I. Kane and Ronald M.
Shaich, individually, his attorneys-in-fact, with the power of substitution, for
him in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact, or their respective substitutes, may do or cause to be
done by virtue hereof.
Signature Title Date
- --------- ----- ----
/s/ Ronald M. Shaich Co-Chairman of the Board July 23, 1997
- ----------------------- and Chief Executive Officer
Ronald M. Shaich
/s/ Louis I. Kane Co-Chairman of the Board July 23, 1997
- -----------------------
Louis I. Kane
/s/ Francis W. Hatch Director July 23, 1997
- -----------------------
Francis W. Hatch
/s/ George E. Kane Director July 23, 1997
- -----------------------
George E. Kane
/s/ Joseph P. Shaich Director July 23, 1997
- -----------------------
Joseph P. Shaich
/s/ James R. McManus Director July 23, 1997
- -----------------------
James R. McManus
- ----------------------- Director July ___, 1997
Henry J. Nasella
/s/ Anthony J. Carroll Vice President and July 23, 1997
- ----------------------- Chief Financial Officer
Anthony J. Carroll
