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As filed with the Securities and Exchange Commission on January 14, 1998.
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________
AMARILLO MESQUITE GRILL, INC.
(Exact name of Registrant as specified in its charter)
KANSAS
(State or other jurisdiction of incorporation or organization)
48-0936946
(I.R.S. employer identification no.)
302 NORTH ROCK ROAD, SUITE 200, WICHITA, KANSAS 67206
(Address of principal executive offices)
1997 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
LINN F. HOHL, VICE PRESIDENT OF FINANCE, AMARILLO MESQUITE GRILL, INC.,
302 NORTH ROCK ROAD, SUITE 200, WICHITA, KANSAS 67206
(Name and address of agent for service)
(316) 685-7286
(Telephone number, including area code, of agent for service)
COPIES TO:
JACQUELINE K. LEVINGS
ATTORNEY AT LAW
250 NORTH ROCK ROAD, SUITE 250
WICHITA, KANSAS 67206
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS PROPOSED PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
- ------------------- ------------ ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Common Stock 700,000 (1) $3.33(2) $2,331,000 (2) $706.30
</TABLE>
(1) Represents shares issuable upon exercise of stock options granted pursuant
to the 1997 Incentive Stock Option Plan. Also registered are such
additional shares as may be required pursuant to the 1997 Incentive Stock
Option Plan in the event of a stock dividend, stock split, recapitalization
or other similar change in the common stock.
(2) Based on the average exercise price of the existing options granted
pursuant to the 1997 Incentive Stock Option Plan, in accordance with
Rule 457(h)(1).
<PAGE>
PART II.
Information Required in the Registration Statement
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 and the Securities
Exchange Act of 1934:
1. The Company's Annual Report on Form 10-K for the year ended January
26, 1997.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
April 27, 1997.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
July 27, 1997.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
October 26, 1997.
5. The description of the Registrant's Common Stock set forth in its
Registration Statement on Form 8-A filed May 18, 1984 (Commission
File No. 0-12145) and filed with the Commission pursuant to Section
12 of the Securities and Exchange Act of 1934, as amended,
together with any and all reports or amendments filed with the
Commission for the purpose of updating such description.
6. All documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of the Post-Effective
Amendment, which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17-6305 of the Kansas Statutes Annotated provides that a
corporation may indemnify and insure its officers and directors against
liability incurred in their capacity as such, provided such officers or
directors acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interest of the corporation. To the extent the
director or officer is successful on the merits or otherwise in defense of
any action, indemnification against expenses actually and reasonably incurred
in connection therewith, including attorney fees, is mandatory.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
5 - Opinion of Jacqueline K. Levings.
23.1 - Consent of KPMG Peat Marwick LLP.
23.2 - Consent of Jacqueline K. Levings (contained in her opinion filed
as Exhibit 5 to this Registration Statement).
24 - Power of Attorney (Included at Page 4).
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 offered
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 the purposes of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration
-2-
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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 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.
-3-
<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 Form
S-8 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wichita, State of Kansas on this
14th day of January, 1998.
AMARILLO MESQUITE GRILL, INC.
By /s/ Chris F. Hotze
-----------------------------------
Chris F. Hotze
President and 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. Each person whose signature appears
below hereby authorizes Chris F. Hotze and Linn F. Hohl, or either of them as
attorneys-in-fact to sign on his behalf individually and in each capacity and
as stated below, and to file any amendments, including post-effective
amendments, to this Registration Statement.
SIGNATURE TITLE DATE
/s/ Chris F. Hotze President, Chairman of January 14, 1998
- ---------------------------- the Board and Director
Chris F. Hotze (Principal Executive Officer)
/s/ Linn F. Hohl Vice President of Finance, January 14, 1998
- ---------------------------- Secretary, Treasurer
Linn F. Hohl and Director
(Principal Financial and
Accounting Officer)
/s/ Alan L. Bundy Executive Vice President January 14, 1998
- ---------------------------- and Director
Alan L. Bundy
/s/ Andres Mouland Vice President of Operations January 14, 1998
- ---------------------------- and Director
Andres Mouland
/s/ C. Howard Wilkins, Jr. Director January 14, 1998
- ----------------------------
C. Howard Wilkins, Jr.
-4-
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
- ------- -------------------
5 Opinion of Jacqueline K. Levings
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Jacqueline K. Levings (contained in her opinion filed
as Exhibit 5 to this Registration Statement)
24 Power of Attorney (Included at Page 4)
<PAGE>
JACQUELINE K. LEVINGS
ATTORNEY AT LAW
250 NORTH ROCK ROAD, SUITE 250
WICHITA, KANSAS 67206
(316) 683-5500
EXHIBIT 5
January 14, 1998
Amarillo Mesquite Grill, Inc.
302 N. Rock Road, Suite 200
Wichita, KS 67206
Re: Form S-8 Registration Statement
Gentlemen:
I have examined the Articles of Incorporation, the Bylaws presently in effect,
the Minute Book and such other instruments, books and records of Amarillo
Mesquite Grill, Inc. as I deem necessary for the purpose of this opinion.
In my opinion, the shares of stock, $.01 par value, of Amarillo Mesquite Grill,
Inc. to be offered pursuant to the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on or about January 14,
1998, when issued and sold pursuant to said Registration Statement, after the
same becomes effective, will be legally and validly issued, fully paid and
nonassessable.
I hereby consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8.
Sincerely,
/s/ Jacqueline K. Levings
- ----------------------------
Jacqueline K. Levings
JKL/jm
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Amarillo Mesquite Grill, Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Wichita, Kansas
January 14, 1998
