<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 1996
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
BUFFETS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1462294
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10260 VIKING DRIVE, SUITE 100, EDEN PRAIRIE, MINNESOTA 55344
(612) 942-9760
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ROE H. HATLEN
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BUFFETS, INC.
10260 VIKING DRIVE, SUITE 100
EDEN PRAIRIE, MINNESOTA 55344
(612) 942-9760
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_____________________________
COPIES TO:
DOUGLAS P. LONG, ESQ.
FAEGRE & BENSON PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
2200 NORWEST CENTER
90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402
(612) 336-3288
_____________________________
Approximate date of commencement of proposed sale of
the securities to the public:
As soon as practicable after the effective date of the Registration Statement.
_____________________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (1) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value, including
rights to purchase Preferred Shares(2) 92,991 Shares $13.625 $1,267,003 $437
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to the provisions of Rule 457(c), on the basis of the average of
the high and low sale prices of the registrant's Common Stock on the Nasdaq
National Market System on January 30, 1996.
(2) Rights to purchase Preferred Shares are initially attached to and trade
with the Common Stock. Value attributable to such rights, if any, is
reflected in the market price for the Common Stock.
___________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED FEBRUARY 2, 1996.
92,991 SHARES
BUFFETS, INC.
COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market
System under the symbol "BOCB." On January 31, 1996, the last reported sale
price of the Common Stock on the Nasdaq National Market System was $13.75 per
share. See "Price Range of Common Stock."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus relates to up to 92,991 shares (the "Shares") of
Common Stock, $.01 par value per share (the "Common Stock"), of Buffets, Inc.
(the "Company") which may be offered by the Selling Stockholder. See "Selling
Stockholder." None of the proceeds from the sale of the Shares will be received
by the Company. The Company will pay the expenses of the offering (other than
any brokers' commissions paid by the Selling Stockholder), estimated at $5,000.
The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions (which may involve block
transactions) on the Nasdaq National Market System or in the over-the-counter
market or otherwise, in negotiated transactions, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions by selling Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
and/or purchasers of Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). See "Plan of Distribution."
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized. This Prospectus does not constitute an offer or solicitation
by anyone in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation. The delivery of this Prospectus at any time shall not
under any circumstances create any implication that there has been no change in
the affairs of the Company since the date hereof.
THE DATE OF THIS PROSPECTUS IS ______________, 1996.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission"), are hereby incorporated
by reference into this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1994 (which incorporates by reference certain portions of the
Company's 1994 Annual Report to Shareholders, including financial statements and
accompanying information, and certain portions of the Company's definitive Proxy
Statement for the Company's Annual Meeting of Shareholders held on May 9, 1995).
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 19, 1995, July 12, 1995 and October 4, 1995.
(c) The Company's Current Report on form 8-K dated October 24, 1995.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 27, 1986 and Amendment
No. 1 thereto dated May 11, 1992, and the Company's Registration Statement on
Form 8-A dated October 30, 1995 which contains a description of the related
Rights to Purchase Preferred Shares.
All documents filed by the Company after the date of this Prospectus
pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and prior to the termination of the
offering hereunder shall be deemed to be incorporated by reference into this
Prospectus 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 Prospectus to the extent that 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 Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Written requests for such copies
should be directed to Clark C. Grant, Executive Vice President of Finance and
Administration, Buffets, Inc., 10260 Viking Drive, Suite 100, Eden Prairie,
Minnesota 55344. Telephone requests may be directed to Clark C. Grant at (612)
942-9760.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Commission. Such reports, proxy statements, and
other information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street,
N.W., Washington, D. C. 20549, as well as at the following regional offices:
Seven World Trade Center, Suite 1300, New York, New York 10048, and Northwestern
Atrium Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such materials may be obtained at prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Company's Common Stock is traded on
the Nasdaq National Market System. The foregoing materials also should be
available for inspection at the National Association of Securities Dealers,
Inc., 1735 K Street, N.W., Washington, D.C. 20006.
The Company has also filed with the Commission a Registration
Statement on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares offered hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information pertaining to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
copies of which may be inspected without charge at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of which may be obtained from
the Commission upon payment of the prescribed fees.
2
<PAGE>
THE COMPANY
Buffets, Inc. (the "Company") is principally engaged in the
development and operation of "buffet" restaurants operating under the name "Old
Country Buffet" ("Country Buffet" in the state of Colorado). The Company
obtained a federal trademark registration covering the words "Old Country
Buffet" in June of 1985.
At December 31, 1995, the Company operated 245 Company-owned
restaurants in 31 states. The Company contemplates that approximately 33 to 48
additional Company-owned restaurants will be opened in 1996. In addition, six
franchised Old Country Buffet restaurants are in operation in Nebraska and
Oklahoma.
The Company's restaurants offer a wide variety of freshly prepared
menu items, including soups, salads, entrees, vegetables, non-alcoholic
beverages and desserts, presented in a self-service buffet format in which
customers select the items and portions of their choice. The restaurants'
typical dinner entrees include chicken, carved roast beef and ham, and two or
three other hot entrees such as casseroles, shrimp and fish. Chicken, fish and
two or three other entrees usually are offered at lunch. The Company's
restaurants utilize uniform menus, recipes and ingredient specifications, except
for certain variations adopted in response to regional preferences.
The Company's restaurants range in size from approximately 8,000 to
13,850 square feet, seat from 260 to 390 people, and generally include areas
that can be partitioned to accommodate private meetings and group outings. The
decor is attractive and informal. To date, the Company has located its
restaurants primarily within or adjacent to strip or neighborhood shopping
centers. The Company's restaurants generally are open from 11:00 a.m. to 8:00
p.m. or 9:00 p.m. A majority of the Company's restaurants also serve breakfast
from 8:00 a.m. to 11:00 a.m. on weekends.
The Company was incorporated under the laws of the State of Minnesota
in 1983. The Company's principal office is located at 10260 Viking Drive, Suite
100, Eden Prairie, Minnesota 55344 and its telephone number is (612) 942-9760.
References herein to the "Company" are to Buffets Inc. and its subsidiaries,
Evergreen Buffets, Inc., OCB Restaurant Co., OCB Realty Co., OCB Purchasing Co.
and OCB Property Co., unless the context indicates otherwise.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale by the
Selling Stockholder of any Shares offered hereby.
DIVIDEND POLICY
The Company has never declared or paid cash dividends on its Common
Stock. Pursuant to its current credit agreement, the Company is restricted from
declaring or paying cash dividends without the consent of the Company's lender.
The Company currently intends to retain any earnings for use in the operation
and expansion of its business and therefore does not anticipate paying any cash
dividends in the foreseeable future.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the Nasdaq National Market
System under the symbol "BOCB." The following table sets forth the range of
high and low closing sale prices for the Common Stock, as reported on the Nasdaq
National Market System for the calendar periods indicated.
3
<PAGE>
On January 31, 1996, the closing sale price for the Common Stock as
reported on the Nasdaq National Market System was $13.75 per share.
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
CALENDAR 1994
First Quarter . . . . . . . $ 27 1/2 $ 21 1/2
Second Quarter . . . . . . 24 1/2 16
Third Quarter . . . . . . . 21 3/4 15
Fourth Quarter . . . . . . 16 3/4 7 7/8
CALENDAR 1995
First Quarter . . . . . . . $ 12 1/16 $ 9 1/8
Second Quarter . . . . . . 14 5/8 9 7/8
Third Quarter . . . . . . . 14 1/4 11 1/2
Fourth Quarter . . . . . . 15 3/8 11 1/2
CALENDAR 1996
First Quarter (through
January 31, 1996) . . . . $ 14 $ 12 1/2
</TABLE>
SELLING STOCKHOLDER
Joel C. Brown (the "Selling Stockholder") may sell, in one or more
transactions, pursuant to this Registration Statement 92,991 Shares of the
Common Stock of the Company. The Selling Stockholder beneficially owns an
additional 35 shares of Common Stock of the Company.
The Selling Stockholder for several years was a director and the
president of Evergreen Buffets, Inc. ("Evergreen Buffets"), a former 90%-owned
subsidiary of the Company, prior to the Company's acquisition of all of the
Selling Stockholder's interest in Evergreen Buffets by means of a share exchange
completed on December 19, 1995. All of the Shares of Common Stock being sold by
the Selling Stockholder were acquired in connection with this share exchange.
PLAN OF DISTRIBUTION
The distribution of the Shares by the Selling Stockholder may be
effected from time to time in one or more transactions (which may involve block
transactions) on the Nasdaq National Market System or in the over-the-counter
market or otherwise, in negotiated transactions, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholder may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholder
and/or purchasers of Shares for whom they may act as agent (which compensation
may be in excess of customary commissions). The Selling Stockholder and
broker-dealers that participate with the Selling Stockholder in distribution of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"), in connection with such sales,
and any commissions received by them and any profit on the resale of shares may
be deemed to be underwriting compensation.
4
<PAGE>
EXPERTS
The validity of the Common Stock offered hereby and certain other
legal matters will be passed upon for the Company by Faegre & Benson
Professional Limited Liability Partnership, Minneapolis, Minnesota. The
consolidated financial statements incorporated by reference in this prospectus
from the Company's Annual Report on Form 10-K for the fiscal year ended December
28, 1994 have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is incorporated herein by reference, and have
been so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
5
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee. . . $ 437
Legal fees and expenses . . . . . . . . . . . . . . . . 3,000
Accounting fees and expenses . . . . . . . . . . . . . . 1,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 563
-------
Total . . . . . . . . . . . . . . . . . . . . . . $ 5,000
</TABLE>
All of the above items except the registration fee are estimated, and all of the
expenses will be borne by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is subject to Minnesota Statutes, Chapter 302A, the Minnesota
Business Corporation Act (the "Corporation Act"). Section 302A.521 of the
Corporation Act provides in substance that, unless prohibited by its articles of
incorporation or bylaws, a corporation must indemnify an officer or director who
is made or threatened to be made a party to a proceeding because of his or her
capacity as an officer or director, against judgments, penalties and fines and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding, if certain criteria are met.
These criteria, all of which must be met by the person seeking indemnification,
are (a) that such person has not been indemnified by another organization for
the same judgments, penalties, fines, settlements and expenses; (b) that such
person acted in good faith; (c) that no improper personal benefit was obtained
by such person and certain statutory conflict of interest provisions have been
satisfied, if applicable; (d) that, in the case of a criminal proceeding, such
person had no reasonable cause to believe that the conduct was unlawful; and
(e) that such person acted in a manner reasonably believed by such person to
have been in the best interests of the corporation. The determination as to the
eligibility for indemnification is made by the members of the corporation's
board of directors or a committee of the board who are at the time not a party
to the proceedings under consideration, by special legal counsel, by the
shareholders who are not parties to the proceedings or by a court. Section 4.01
of the By-laws of the Company requires indemnification by the Company in such
manner, under such circumstances, and to such extent as required or permitted by
Section 302A.521 of the Corporation Act, as amended from time to time, or as
required or permitted by other provisions of law.
Article VIII of the Company's Articles of Incorporation provides that no
director shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as director, except (i) for any
breach of the director's duty of loyalty to the Company or its shareholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for dividends, stock repurchases
and other distributions made in violation of Minnesota law or for violations of
the Minnesota securities laws, (iv) for any transaction from which the director
derived an improper personal benefit or (v) for any act or omission occurring
prior to the effective date of the provision limiting such liability in the
Company's Articles of Incorporation. This Article does not affect the
availability of equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty, although, as a practical
matter, equitable relief may not be available. This Article also does not limit
liability of the directors for violations of, or relieve them from the necessity
of complying with, the federal securities laws.
II-1
<PAGE>
ITEM 16. EXHIBITS.
4.1 Composite Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3, File No. 33-63694).
4.2 By-Laws of the registrant (incorporated by reference to Exhibit 3(b)
to the Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1993).
4.3 Form of Rights Agreement, dated as of October 24, 1995, between the
Company and American Stock Transfer and Trust Company (incorporated by
reference to Exhibit 1 to the Company's Current Report on Form 8-K
dated October 24, 1995).
4.4 Amended and Restated Credit Agreement by and between the Company and
First Bank National Association dated as of April 16, 1993
(incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-3, File No. 33-63694).
4.5 Amendment No. 1 dated as of June 29, 1993 to Amended and Restated
Credit Agreement between the Company and First Bank National
Association (incorporated by reference to Exhibit 19(b) to the
Company's Quarterly Report on Form 10-Q for the quarter ended July 14,
1993).
4.6 Letter dated July 8, 1993 from First Bank National Association to the
Company amending Amended and Restated Credit Agreement (incorporated
by reference to Exhibit 19(c) to the Company's Quarterly Report Form
10-Q for the quarter ended July 14, 1993).
4.7 Amendment No. 2 dated as of March 27, 1994 to Amended and Restated
Credit Agreement between the Company and First Bank National
Association (incorporated by reference to Exhibit 10(a) to the
Company's Quarterly Report on Form 10-Q for the quarter ended April
20, 1994).
4.8 Amendment No. 3 dated as of April 8, 1994 to Amended and Restated
Credit Agreement between the Company and First Bank National
Association (incorporated by reference to Exhibit 10(b) to the
Company's Quarterly Report on form 10-Q for the quarter ended April
20, 1994).
4.9 Amendment No. 4 dated as of June 30, 1994 to Amended and Restated
Credit Agreement between the Company and First Bank National
Association (incorporated by reference to Exhibit 10 to the Company's
Quarterly Report on Form 10-Q for the quarter ended July 13, 1994).
4.10 Amendment No. 4 dated as of August 4, 1995 to Amended and Restated
Credit Agreement between the Company and First Bank National
Association (incorporated by reference to Exhibit 10(g) to the
Company's Quarterly Report on Form 10-Q for the quarter ended July 12,
1995).
5.1 Opinion of Faegre & Benson Professional Limited Liability Partnership,
counsel to the Company.
23.1 Consent of Independent Auditors.
23.2 Consent of Faegre & Benson, Professional Limited Liability Partnership
(included in Exhibit 5.1).
24.1 Powers of Attorney (included with signatures to this Registration
Statement).
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales of the
registered securities 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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference;
(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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference;
(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;
(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) 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 offering therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;
Insofar as indemnification by the registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 15 above, 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 of 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.
II-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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on February 2, 1996.
BUFFETS, INC.
By /s/ Roe H. Hatlen
--------------------------------
Roe H. Hatlen
Chairman and Chief Executive Officer
Each of the undersigned officers and directors of Buffets, Inc. hereby
appoints Roe H. Hatlen and Clark C. Grant, and each of them (with full power to
act alone), as attorneys and agents for the undersigned, with full power of
substitution, for and in the name, place, and stead of the undersigned, to sign
and file with the Securities and Exchange Commission under the Securities Act of
1933 any and all amendments (including post-effective amendments) and exhibits
to this Registration Statement and any and all applications, instruments, or
documents to be filed with the Securities and Exchange Commission pertaining to
the registration of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever requisite and necessary
or desirable.
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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Roe H. Hatlen Chairman, Chief Executive Officer and February 2, 1996
- -------------------------- Director (Principal Executive Officer)
Roe H. Hatlen
/s/ Clark C. Grant Executive Vice President and Treasurer February 2, 1996
- -------------------------- (Principal Financial Officer)
Clark C. Grant
/s/ Marguerite C. Nesset Vice President and Controller (Principal February 2, 1996
- -------------------------- Accounting Officer)
Marguerite C. Nesset
/s/ Raymond A. Lipkin Director February 2, 1996
- --------------------------
Raymond A. Lipkin
/s/ Alan S. Mcdowell Director February 2, 1996
- --------------------------
Alan S. McDowell
Director February 2, 1996
- --------------------------
Keith H. Erickson
/s/ David Michael Winton Director February 2, 1996
- --------------------------
David Michael Winton
/s/ Walter R. Barry, Jr. Director February 2, 1996
- --------------------------
Walter R. Barry, Jr.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
EXHIBIT
- -------
<S> <C> <C>
4.1 Composite Amended and Restated Articles of
Incorporation of the Company (incorporated
by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3,
File No. 33-63694).. . . . . . . . . . . . . . . . . . . . .Incorporated by reference
4.2 By-Laws of the registrant (incorporated by
reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 29, 1993).. . . . . . . . . . . . . . . . . .Incorporated by reference
4.3 Form of Rights Agreement, dated as of
October 24, 1995, between the Company and
American Stock Transfer and Trust Company
(incorporated by reference to Exhibit 1 to
the Company's Current Report on Form 8-K
dated October 24, 1995). . . . . . . . . . . . . . . . . . .Incorporated by reference
4.4 Amended and Restated Credit Agreement by and
between the Company and First Bank National
Association dated as of April 16, 1993
(incorporated by reference to Exhibit 4.3 to
the Company's Registration Statement on
Form S-3, File No. 33-63694).. . . . . . . . . . . . . . . .Incorporated by reference
4.5 Amendment No. 1 dated as of June 29, 1993 to
Amended and Restated Credit Agreement between
the Company and First Bank National Association
(incorporated by reference to Exhibit 19(b)
to the Company's Quarterly Report on Form 10-Q
for the quarter ended July 14, 1993).. . . . . . . . . . . .Incorporated by reference
4.6 Letter dated July 8, 1993 from First Bank
National Association to the Company amending
Amended and Restated Credit Agreement
(incorporated by reference to Exhibit 19(c)
to the Company's Quarterly Report Form 10-Q
for the quarter ended July 14, 1993).. . . . . . . . . . . .Incorporated by reference
4.7 Amendment No. 2 dated as of March 27, 1994 to
Amended and Restated Credit Agreement between
the Company and First Bank National Association
(incorporated by reference to Exhibit 10(a) to
the Company's Quarterly Report on Form 10-Q for
the quarter ended April 20, 1994). . . . . . . . . . . . . .Incorporated by reference
4.8 Amendment No. 3 dated as of April 8, 1994 to
Amended and Restated Credit Agreement between
the Company and First Bank National Association
(incorporated by reference to Exhibit 10(b) to
the Company's Quarterly Report on form 10-Q for
the quarter ended April 20, 1994). . . . . . . . . . . . . .Incorporated by reference
4.9 Amendment No. 4 dated as of June 30, 1994 to
Amended and Restated Credit Agreement between
the Company and First Bank National Association
(incorporated by reference to Exhibit 10 to the
Company's Quarterly Report on Form 10-Q for the
quarter ended July 13, 1994).. . . . . . . . . . . . . . . .Incorporated by reference
II-5
<PAGE>
4.10 Amendment No. 4 dated as of August 4, 1995 to
Amended and Restated Credit Agreement between the
Company and First Bank National Association
(incorporated by reference to Exhibit 10(g) to
the Company's Quarterly Report on Form 10-Q for
the quarter ended July 12, 1995).. . . . . . . . . . . . . .Incorporated by reference
5.1 Opinion of Faegre & Benson Professional Limited
Liability Partnership, counsel to the Company. . . . . . . . . . Filed Electronically
23.1 Consent of Independent Auditors. . . . . . . . . . . . . . . . . Filed Electronically
23.2 Consent of Faegre & Benson Professional Limited
Liability Partnership (included in Exhibit 5.1).
24.1 Powers of Attorney (included with signatures to
this Registration Statement).
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
February 2, 1996
Buffets, Inc.
10260 Viking Drive, Suite 100
Eden Prairie, Minnesota 55344
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") relating to a proposed public offering of up to 92,991
shares of Common Stock, par value $.01 per share, of Buffets, Inc., a Minnesota
corporation (the "Company"), we have examined such corporate records and other
documents, including the Registration Statement, and have reviewed such matters
of law as we have deemed relevant, and based upon such examination and review,
it is our opinion that the shares of Common Stock of the Company proposed to be
sold by the Selling Stockholder named in the Registration Statement have been
legally and validly issued and are fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Experts" in the
Prospectus constituting a part of the Registration Statement.
Very truly yours,
FAEGRE & BENSON
PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
II-7
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Buffets, Inc. on Form S-3 of our report dated February 10, 1995,
incorporated by reference in the Annual Report on Form 10-K of Buffets, Inc. for
the fiscal year ended December 28, 1994.
We also consent to the reference to us under the heading "Experts" in
such Registration Statement.
Deloitte & Touche LLP
Minneapolis, Minnesota
January 29, 1996
II-8
<PAGE>
[FAEGRE & BENSON LETTERHEAD]
February 2, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: BUFFETS, INC.
Ladies and Gentlemen:
On behalf of Buffets, Inc., a Minnesota corporation (the "Company"),
there is hereby transmitted for filing, pursuant to the Electronic Data
Gathering Analysis and Retrieval ("EDGAR") system (and in accordance with
Rule 101(a)(l)(i) of Regulation S-T under the Securities Act of 1933, as
amended (the "Act"), relating to EDGAR), a Registration Statement, on Form
S-3 (the "Registration Statement"), of the Company for registration under the
Act of up to 92,991 shares of Common Stock, $.01 par value per share, of the
Company.
The Company has arranged to have funds in the amount of $437 wired today
to the Commission's account at the Mellon Bank in payment of the registration
fee.
Please advise as soon as possible concerning the decision of the
Commission's staff with respect to review of the Registration Statement so
that the Company may plan accordingly.
The Company intends to make its request for acceleration of the effective
date of the Registration Statement orally, pursuant to Rule 461(a) under the
Act. The Company is aware of its obligations under the Act in this regard.
The originals of all written communications relating to the Registration
Statement should be sent to the agent for service, Roe H. Hatlen, Chairman,
Buffets, Inc., 10260 Viking Drive, Suite 100, Eden Prairie, Minnesota 55344.
Please send copies of all communications to the undersigned, Faegre & Benson
Professional Limited Liability Partnership, 2200 Norwest Center, 90 South
Seventh Street, Minneapolis, Minnesota 55402-3901.
Please direct any inquires to the undersigned at (612) 336-3288.
Very truly yours,
Douglas P. Long
DPL:lll
cc: Mr. Roe H. Hatlen
Mr. Clark C. Grant
Mr. H. Thomas Mitchell
M. Brian Heurlind
