As filed with the Securities and Exchange Commission on March 31, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SBARRO, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 11-2501939
------------------------------ -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
763 Larkfield Road, Commack, New York 11725
------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
1991 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Mr. Mario Sbarro
Chairman of the Board
Sbarro, Inc.
763 Larkfield Road
Commack, New York 11725
(Name and Address of Agent for Service)
(516) 864-0200
(Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
Richard A. Rubin, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone No.: (212) 704-6000
Facsimile No.: (212) 704-6288
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Amount to Offering Price Proposed Maximum Amount of
Title of Securities to Be Registered be Registered(1) per Share Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, par value $.01 per share....... 23,838 $ 26.875(2) $ 640,646.25(2) $ 188.99 (2)
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Common Stock, par value $.01 per share....... 5,000 26.125(2) 130,625.00(2) 38.53(2)
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Common Stock, par value $.01 per share....... 601,000 25.125(2) 15,100,125.00(2) 4,454.53(2)
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Common Stock, par value $.01 per share....... 1,000 28.625(2) 28,625.00(2) 8.44(2)
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Common Stock, par value $.01 per share....... 119,162 28.875(2) 3,440,802.75(2) 1,015.04(2)
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TOTAL.......................... 750,000 $19,340,824.00 $ 5,705.54
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the 1991 Stock Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h)(1), the price at which such options
may be exercised.
(3) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h), the average of the high and low
sales price of the registrant's Common Stock on the New York Stock
Exchange on March 26, 1998.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
--------------------------
The contents of the Sbarro, Inc. Registration Statement on Form S-8,
File No. 33-39636 filed with the Commission on March 28, 1991 are hereby
incorporated by reference with the exception of Exhibits 5.01, 23.01, 23.02,
24.01 and 99.01, which are provided herewith.
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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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Huntington, State of New York, on the 30th day of
March, 1998.
SBARRO, INC.
By: /s/ Mario Sbarro
-----------------------------
Mario Sbarro, Chairman of
the Board
POWER OF ATTORNEY
The undersigned directors and officers of Sbarro, Inc. hereby
constitute and appoint Mario Sbarro, Joseph Sbarro and Anthony Sbarro, and each
of them, with full power to act without the other and with full power of
substitution and resubstitution, our true and lawful attorneys-in-fact with full
power to execute in our name and behalf in the capacities indicated below any
and all amendments (including post-effective amendments and amendments thereto)
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 and hereby ratify and confirm each and every act and thing that such
attorneys-in-fact, or any of them, or their substitutes, shall lawfully do or
cause to be done by virtue thereof.
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/ Mario Sbarro Chairman of the Board (Principal March 30, 1998
- ------------------------ Executive Officer) and Director
(Mario Sbarro)
/s/ Robert S. Koebele Vice President -- Finance (Chief March 30, 1998
- ------------------------ Financial and Accounting Officer)
(Robert S. Koebele)
/s/ Joseph Sbarro Director March 30, 1998
- ------------------------
(Joseph Sbarro)
Director
- ------------------------
(Anthony Sbarro)
/s/ Carmela Sbarro Director March 30, 1998
- ------------------------
(Carmela Sbarro)
/s/ Harold Kestenbaum Director March 30, 1998
- ------------------------
(Harold Kestenbaum)
/s/ Richard A. Mandell Director March 30, 1998
- ------------------------
(Richard A. Mandell)
Director
- ------------------------
(Paul A. Vatter)
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Director
- ------------------------
(Terry Vince)
/s/ Bernard Zimmerman Director March 30, 1998
- ------------------------
(Bernard Zimmerman)
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EXHIBIT INDEX
Exhibit Description
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4.01(a)* Restated Certificate of Incorporation of the
Company as filed with the Department of State of
the State of New York on March 29, 1985 (filed as
Exhibit 3.01 to the registrant's Registration
Statement on Form S-1 (Registration No. 2-96087)).
4.01(b)* Certificate of Amendment to the registrant's
Restated Certificate of Incorporation as filed
with the Department of State of the State of New
York on April 3, 1989 (filed as Exhibit 3.01(b) to
the registrant's Annual Report on Form 10-K for
the year ended January 1, 1989 (File No. 1-8881)).
4.01(c)* Certificate of Amendment to the registrant's
Restated Certificate of Incorporation as filed
with the Department of State of the State of New
York on May 31, 1989 (Exhibit 4.01 to the
registrant's Quarterly Report on Form 10-Q for the
quarter ended April 23, 1989 (File No. 1-8881)).
4.01(c)* Certificate of Amendment to the registrant's
Restated Certificate of Incorporation as filed
with the Department of State of the State of New
York on June 1, 1990 (Exhibit 4.01 to the
registrant's Quarterly Report on Form 10-Q for the
quarter ended April 22, 1990 (File No. 1-8881)).
4.02* By-Laws of the Company, as amended (filed as
Exhibit 4.02 to the registrant's Quarterly Report
on Form 10-Q for the quarter ended April 23, 1989
(File No. 1-8881)).
5.01 Opinion and consent of Parker Chapin Flattau &
Klimpl, LLP, counsel to the Company, as to the
legality of the securities being offered.
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Parker Chapin Flattau & Klimpl, LLP
(contained in Exhibit 5.1).
24.01 Power of Attorney (contained in the signature page
to this registration statement).
99.01* 1991 Stock Incentive Plan, as amended (filed as
Exhibit 10.2 to the registrant's Quarterly Report
on Form 10-Q for the quarter ended April 20, 1997
(File No. 1-8881)).
- --------------
* Incorporated herein by reference.
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[PARKER CHAPIN FLATTAU & KLIMPL, LLP LETTERHEAD]
March 30, 1998
Sbarro, Inc.
763 Larkfield Road
Commack, New York 11725
Gentlemen:
We have acted as counsel to Sbarro, Inc., a New York corporation
(the "Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering an aggregate
of 750,000 additional shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), which may be issued upon the exercise of options that have
been granted or may in the future be granted by the Company under the Company's
1991 Stock Incentive Plan (the "1991 Plan").
In connection with the foregoing, we have examined originals or
copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies or facsimiles. As to any
facts material to such opinion we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that the Shares, when paid for and issued upon the exercise of options granted
or to be granted under the 1991 Plan, in accordance with the terms and
provisions of the 1991 Plan, will be validly issued, fully paid and
non-assessable (except to the extent Section 630 of the New York Business
Corporation Law may in the future become applicable to the Company).
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/S/PARKER CHAPIN FLATTAU & KLIMPL, LLP
PARKER CHAPIN FLATTAU & KLIMPL, LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 registration statement of our report dated February
11, 1998 included in the Sbarro, Inc. Form 10-K for the year ended December 28,
1997 and to all references to our Firm included in this Form S-8 registration
statement.
/s/ Arthur Andersen LLP
New York, New York
March 30, 1998
