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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PANCHO'S MEXICAN BUFFET, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-1292166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3500 Noble Avenue
Fort Worth, Texas 76111
(Address of principal executive offices)
1992 STOCK OPTION PLAN OF
PANCHO'S MEXICAN BUFFET, INC.
(Full title of the Plan)
Samuel L. Carlson
Pancho's Mexican Buffet, Inc.
3500 Noble Avenue
Fort Worth, Texas 76111
(817) 831-0081
(Name, address and telephone number of agent for service)
Approximate Date of Commencement of Proposed Sales Pursuant to
the Plan:
As soon as practicable after the Registration Statement becomes
effective.
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Propose Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price per offering Registration
Registered Registered share* price* fee
<S> <C> <C> <C> <C>
Common Stock 200,000 shares $ 2.00 $400,000 $ 121.00
($.10 par value)
</TABLE>
* Based upon the average of the high and low closing prices of
the Registrant's Common Stock reported by the National
Association of Securities Dealers in the National Market System
on March 18, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
In accordance with the note found under Part I - Information
Required in the Section 10(a) Prospectus in Form S-8, the
document(s) containing the information specified in Part I will
be sent or given to employees as specified by Rule 428(b)(1).
Such documents will not be filed with the Commission either as
part of this registration statement or as prospectuses or as
prospectus supplements pursuant to Rule 424. These documents
and the documents incorporated by reference in the registration
statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act pursuant
to Rule 428(a)(1).
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Incorporation of Documents by Reference.
On March 29, 1993, the Registrant filed a Registration
Statement on Form S-8 (Registration No. 33-60178) for the
purpose of registering 400,000 shares of common stock ($.10 par
value) to be issued pursuant to the terms of the 1992 Stock
Option Plan of Pancho's Mexican Buffet, Inc., which Registration
Statement is incorporated by reference.
SIGNATURES
The Registrant
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 Post Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort
Worth, State of Texas, on this 20th day of March, 1998.
PANCHO'S MEXICAN BUFFET, INC.
Registrant
By:/s/ Hollis Taylor_______________________
Hollis Taylor, President and Chief Executive
Officer, Director (Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Hollis Taylor
and Samuel L. Carlson, and each of them, his true and lawful
attorneys-in-fact and agents 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 Post Effective Amendment No.
1 to the Registration Statement, and to file the same with all
exhibits, thereto, and all 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 and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature Title Date
/s/Jesse Arrambide, III___ Chairman of the Board of
Jesse Arrambide, III Directors Mar. 20, 1998
/s/Samuel L. Carlson______ Senior Vice President,
Samuel L. Carlson Administration
Secretary and Director Mar. 20, 1998
*___________________________ Director Mar. 20, 1998
Robert L. List
____________________________ Director Mar. 20, 1998
George N. Riordan
/s/W. Brad Fagan___________ Vice President, Treasurer, Mar. 20, 1998
W. Brad Fagan and Assistant Secretary
(Principal Financial Officer
and Principal Accounting
Officer)
*__________________________ Director Mar. 20, 1998
Tomas Orendain
*__________________________ Director Mar. 20, 1998
Rudolph Rodriguez, Jr.
/s/Hollis Taylor___________ President & Chief Executive Mar.20, 1998
Hollis Taylor Officer and Director
(Principal Executive Officer)
*By:/s/Hollis Taylor_______ (Attorney-in-Fact pursuant to
Hollis Taylor, Attorney-in-Fact Power of Attorney previously
filed with Securities &
Exchange Commission) Mar. 20, 1998
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EXHIBITS 5 and 24.1
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DECKER, JONES, MCMACKIN, MCCLANE, HALL & BATES
Attorneys and Counselors
March 19, 1998
Pancho's Mexican Buffet, Inc.
3500 Noble Avenue
Fort Worth, Texas 76111
Re: Post Effective Amendment No. 1 to Registration Statement on
Form S-8 under the Securities Act of 1933, as amended, of
200,000 shares of Common Stock, $.10 par value
Gentlemen:
You have requested our opinion in connection with the Post
Effective Amendment No. 1 to the Registration Statement on Form
S-8, to be filed on March 20, 1998, by Pancho's Mexican Buffet,
Inc. (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, for the purpose of
registering 200,000 additional shares of Common Stock, $.10 par
value, to be offered by the Company to certain officers,
directors and employees of the Company and its subsidiaries
pursuant to the 1992 Stock Option Plan of Pancho's Mexican
Buffet, Inc. (the "Plan").
As counsel for the Company, we are familiar with the proceedings
relating to the authorization of the additional 200,000 shares
of Common Stock, $.10 par value, which may be issued in
connection with the Plan, and in addition have examined such
other records of the Company, certificates of governmental and
public officials, and other instruments and certificates of
officers of the Company, and have made such investigations of
law as we have deemed appropriate as the basis of the opinion
hereinafter expressed.
Based upon the foregoing, it is our opinion that:
(1) The Company is a corporation duly organized and validly
existing in good standing under the laws of the State of
Delaware.
(2) The authorized capital stock of the Company consists of
20,000,000 shares of Common Stock, $.10 par value, and
500,000 shares of Preferred Stock, $10 par value.
(3) With respect to the additional 200,000 shares of Common
Stock, $.10 par value, which may be offered to certain
officers, directors and employees of the Company and its
subsidiaries pursuant to the Plan, all of such shares of
Common Stock have been duly and validly authorized for
issuance and when issued in accordance with the provisions
of the Plan, will be legally issued in accordance with the
provisions of the Plan, will be legally issued, fully paid
and non-assessable and no personal liability will attach to the
holders thereof under the laws of the State of Delaware, the
state of incorporation of the Company.
We hereby consent to the filing of this opinion as an exhibit to
the Post Effective Amendment No. 1 to the Registration Statement
on Form S-8.
Yours very truly,
DECKER, JONES, McMACKIN,
McCLANE, HALL & BATES
/s/ Decker, Jones, McMackin,
McClane, Hall & Bates
For the firm
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EXHIBIT 24.2
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post
Effective Amendment No. 1 to the Registration Statement of
Pancho's Mexican Buffet, Inc. on Form S-8 for the 1992 Stock
Option Plan of Pancho's Mexican Buffet, Inc. of our report dated
November 14, 1997 (December 19, 1997 as to the first and second
paragraphs of Note 3), appearing in the Annual Report on Form
10-K of Pancho's Mexican Buffet, Inc. for the year ended
September 30, 1997.
/s/ Deloitte & Toucbe LLP
DELOITTE & TOUCHE LLP
Fort Worth, Texas
March 18, 1998
