<PAGE>
<PAGE>
As filed with the Securities and Exchange Commission on December 27, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
ARK RESTAURANTS CORP.
(Exact Name of Registrant as Specified in its Charter)
NEW YORK 13-3156768
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
85 FIFTH AVENUE
NEW YORK, NEW YORK 10003
(212) 206-8800
(Address, including zip code, telephone number,
including area code, of registrant's principal executive offices)
PAUL S. GOODMAN, ESQ.
SHACK & SIEGEL, P.C.
530 FIFTH AVENUE
NEW YORK, NEW YORK 10036
(212) 782-0700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this 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|
---------------------
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. |_| ___________________________
---------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |-| _________________________________
---------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SHARES TO TO BE AGGREGATE PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER UNIT PRICE FEE
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE PER SHARE 551,454 $11.75 (1) $6,479,584.50 $1,963.51
</TABLE>
(1) CALCULATED ON THE BASIS OF THE AVERAGE OF THE HIGH AND LOW PRICES REPORTED
ON THE NASDAQ NATIONAL MARKET SYSTEM FOR THE REGISTRANT'S COMMON STOCK ON
DECEMBER 19, 1996 IN ACCORDANCE WITH RULE 457(C) AND 457(H) OF THE
SECURITIES ACT OF 1933.
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>
<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 AN 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 December 27, 1996
551,454 SHARES
ARK RESTAURANTS CORP.
Common Stock
This Prospectus relates to up to an aggregate of 551,454 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of Ark
Restaurants Corp. (the "Company"). The Shares may hereinafter be offered or sold
by or for the account of the Selling Shareholders (as hereinafter defined) from
time to time on the Nasdaq National Market System or otherwise, at prices and on
terms then obtainable, in broker's transactions, special offerings, exchange
distributions, negotiated transactions, block transactions or otherwise. The
Selling Shareholders may effect such transactions by selling the Shares to or
through broker-dealers and such broker-dealers may receive compensation in the
form of discounts, commissions or concessions. The Selling Shareholders and any
agents, dealers or underwriters that participate with the Selling Shareholders
in the distribution of the Shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), and
any commissions received by them may be deemed to be underwriting commissions or
discounts under the Securities Act. No proceeds will be received by the Company.
See "Selling Shareholders" and "Plan of Distribution."
On December 26, 1996, the last reported sale price of the Company's
Common Stock as reported on the Nasdaq National Market System was $ .
-----------------------
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.
-----------------------
The date of this Prospectus is December , 1996.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549, and at
the following Regional Offices of the Commission: New York Regional Office, 75
Park Place - 14th Floor, New York, New York 10007; and Chicago Regional Office,
500 West Madison Street - Suite 1400, Chicago, Illinois 60661-2511. Copies of
such documents can be obtained from the Public Reference Section of the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549 at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding all registrants
that file electronically with the Commission, including the Company, and the
address of that Web site is http://www.sec.gov. The Company's Common Stock is
listed on the Nasdaq National Market System and its reports, proxy statements
and other information concerning the Company can be inspected at the offices of
the National Association of Security Dealers, Inc. at 1735 K Street, NW,
Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 28, 1996 and all documents incorporated by referenced thereunto, are
incorporated into this Registration Statement by reference. All reports and
proxy statements filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be 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 and any amendment or supplement hereto 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus or any such amendment or supplement.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this prospectus is delivered,
upon written or oral request of any such person, a copy of any or all of the
information incorporated herein by reference (except that no exhibits to such
documents will be provided unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Requests for
copies should be directed to the Company's principal executive offices at Ark
Restaurants Corp., 85 Fifth Avenue, New York, New York 10003, (212) 206-8800,
Attention: Secretary.
USE OF PROCEEDS
The Company will receive no proceeds from this offering. The shares were
issued in a private placement completed in December 1996. The Company used the
proceeds of the private placement to pay down outstanding borrowings under its
bank line of credit (which borrowings were used to fund the construction of the
Company's new Las Vegas facilities) and for general corporate purposes.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time on the Nasdaq National Market
System, or on any exchange on which the Common Stock may be subsequently listed,
or directly to purchasers by the Selling Shareholders acting as principal for
its own account, in one or more transactions at varying prices determined at the
time of sale or at negotiated prices. The Selling Shareholders may effect
transactions through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the
1
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Shares for whom it may act as agent. The Selling Shareholders and any
underwriters, dealers or agents that participate in the distribution of Shares
may be deemed to be underwriters, and any profit on the sale of Shares by them
and any discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act.
The following chart sets forth certain information with respect to the
holders of the Company's Common Stock being registered by this Registration
Statement (the "Selling Shareholders"). Within the past three years, none of the
Selling Shareholders has held any position or office or otherwise had a material
relationship (except as a shareholder) with the Company or any of its
affiliates.
<TABLE>
<CAPTION>
Shares
Owned Prior Number of Shares Owned After the Offering
to the Shares Being --------------------------------
Name Offering Offered Number Percentage
- -------------------------------- ------------- --------------- ------------- -----------------
<S> <C> <C> <C> <C>
Baron Capital Partners, L.P. 45,454 45,454 0 0
Bev Partners, L.P. 15,000 15,000 0 0
Chesed Congregations of America 10,000 10,000 0 0
Craig Drill Capital 125,000 125,000 0 0
EGS Associates, L.P. 20,000 20,000 0 0
Larry Elins 40,000 17,500 22,500 *
Emanuel E. Geduld 10,000 10,000 0 0
Clifford Greenberg 30,000 30,000 0 0
Monica Halpert 3,500 3,500 0 0
Gary M. Jacobson 9,500 5,000 4,500 *
Jonas Partners, L.P. 15,000 15,000 0 0
Daniel J. Kilmurray 5,000 5,000 0 0
Ladenburg Thalmann & Co., Inc. 125,000 125,000 0 0
Bruce R. Lewin 210,000 25,000 185,000 4.8
Marge & Stanley Lewin 60,000 60,000 0 0
Strategic Restructuring Partnership 40,000 40,000 0 0
</TABLE>
* less than one percent
If required at the time that a particular offer of Shares is made, a
Prospectus Supplement will be delivered that describes any material arrangements
for the distribution of the Shares and the terms of the offering, including the
type and amount of Shares being offered, the names of any underwriters, brokers,
dealers or agents, the purchase price paid by any underwriter for Shares
purchased from the Selling Shareholders, any discounts, commissions or
concessions and other items constituting compensation from the Selling
Shareholders, any discount, concessions or commissions allowed or reallowed or
paid to dealers, the proposed selling price to the public, the expenses of such
offering and the net proceeds to the Selling Shareholders.
Pursuant to applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of securities may not simultaneously engage in
market making activities with respect to such securities for a certain period
prior to the commencement of such distribution. The Selling Shareholders will be
subject to
2
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<PAGE>
applicable provisions of the Exchange Act and rules and regulations thereunder,
including without limitation Rules 10b-2, 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of Common Stock by the
Selling Shareholders. All of the foregoing may affect the marketability of the
Common Stock.
To comply with certain states' securities laws, if applicable, the
Shares will be sold in such states only through registered or licensed brokers
or dealers. In addition, in certain states the Shares may not be sold unless
they have been registered or qualified for sale in such states or an exemption
from registration or qualification is available and is complied with.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby is being
passed upon for the Company by Shack & Siegel, P.C., New York, New York.
EXPERTS
The consolidated financial statements and schedules incorporated in
this Prospectus by reference from the Company's Annual Report on Form 10-K for
the fiscal year ended September 28, 1996 have been audited by Deloitte and
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.
3
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No dealer, salesman or other person has been authorized to give any
information or to make any other representation in connection with this offering
other than those contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or by the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of these
securities in any state to any person to whom it is unlawful to make such an
offer in such state. The delivery of this Prospectus at any time does not imply
that the information contained or incorporated by reference herein is correct as
of any time subsequent to its date.
551,454 SHARES
ARK RESTAURANTS CORP.
COMMON STOCK
PROSPECTUS
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth estimated expenses to be incurred in
connection with the distribution of the securities being registered hereby, all
of which shall be borne by the Company:
Commission Registration Fees..................... $ 1,964
Listing Application Fee.......................... 12,000
Printing and Engraving Expense................... 1,000
Legal Fees and Expenses.......................... 10,000
Accounting Fees and Expenses..................... 5,000
Blue Sky Fees and Expenses....................... 1,200
Miscellaneous.................................... 3,836
-------
Total...................................... $35,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V Section 4 of the Company's By-Laws provides for
indemnification of directors and officers of the Company to the full extent
permitted by law. Section 7 of the Company's Certificate of Incorporation, as
amended, provides that the Company shall have the power to furnish
indemnification to directors and officers to the extent permitted under the
Business Corporation Law of the State of New York. The Business Corporation Law
of the State of New York permits indemnification of any person made, or
threatened to be made, a party to an action or proceeding by reason of the fact
that he was a director or officer of the corporation, against judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such director or officer acted in good faith, for a
purpose which he reasonably believed to be in the best interest of the
corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.
The Company has entered into indemnification agreements with its
directors and/or officers whereby the Company will, in general, indemnify
directors and/or officers, to the extent permitted by the Company's Certificate
of Incorporation and/or the laws of the State of New York, against any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
incurred in connection with any actual or threatened action or proceeding to
which such director or officer is made or threatened to be made a party by
reason of the fact that such person is or was a director or officer of the
Company.
II-1
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions or otherwise, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Shack & Siegel, P.C. with respect to the legality of the securities being
registered
23.1 Consent of Shack & Siegel, P.C. (included in their opinion filed as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
25 Power of Attorney (contained on the signature pages of the Registration Statement)
27 Financial Data Schedule pursuant to Article 5 of Regulation S-X (filed with EDGAR
version only)
</TABLE>
ITEM 17. UNDERTAKINGS.
A. 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:
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent charge in the maximum aggregate
II-2
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<PAGE>
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(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 paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining 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.
B. The undersigned Registrant hereby undertakes 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 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 the 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.
C. 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 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
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 23, 1996.
ARK RESTAURANTS CORP.
By: /s/ Michael Weinstein
..............................
MICHAEL WEINSTEIN, PRESIDENT
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Michael Weinstein and Robert Towers and each of
them, as such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities to sign and to file this
Registration Statement on Form S-3 under the Securities Act of 1933, with all
exhibits thereto, and other documents in connection therewith, and any and all
amendments (including post-effective amendments to this Registration Statement)
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, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitute or substitutes, may 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Ernest Bogen
............................. Chairman of the Board and Director December 23, 1996
ERNEST BOGEN
/s/ Michael Weinstein
............................. President and Director December 23, 1996
MICHAEL WEINSTEIN
/s/ Vincent Pascal
............................. Vice President, Secretary and Director December 23, 1996
VINCENT PASCAL
/s/ Robert Towers
............................. Vice President, Treasurer, Principal December 23, 1996
ROBERT TOWERS Financial Officer and Director
/s/ Andrew Kuruc
............................. Vice President, Controller, Principal December 23, 1996
ANDREW KURUC Accounting Officer and Director
/s/ Donald D. Shack
............................. Director December 23, 1996
DONALD D. SHACK
/s/ Jay Galin
............................. Director December 23, 1996
JAY GALIN
/s/ Paul Gordon
............................. Director December 23, 1996
PAUL GORDON
</TABLE>
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQ.
NUMBER DESCRIPTION PAGE NO.
<S> <C>
5 Opinion of Shack & Siegel, P.C. with respect to the legality of the securities being
offered
23.1 Consent of Shack & Siegel, P.C. (included in their opinion filed as Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
25 Power of Attorney (contained on the signature pages of the Registration Statement)
27 Financial Data Schedule pursuant to Article 5 of Regulation S-X (filed with
EDGAR version only)
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 5
Shack & Siegel, P.C.
530 Fifth Avenue
New York, New York 10036
(212) 782-0700
December 23, 1996
Ark Restaurants Corp.
85 Fifth Avenue
New York, New York 10003
Re: Registration Statement on Form S-3
With Respect to 567,954 Shares of
Common Stock (the "Registration Statement")
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1993, as
amended ("Act"), by Ark Restaurants Corp., a New York corporation (the
"Company"), of 551,454 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), we have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of:
(i) The Purchase Agreements between the Company and each of the
subscribers listed on Annex A attached hereto and made a part hereof
which agreements are dated either December 3, 1996 or December 12,
1996, pursuant to which an aggregate of 551,454 shares of Common Stock
were purchased by such subscribers;
(ii) Resolutions adopted by the Board of Directors of the Company on
November 22, 1996, relating to, among other things, the authorization
of the shares to be issued pursuant to the Purchase Agreement;
(iii) The Company's Certificate of Incorporation, as amended;
(iv) The Company's By-laws, as amended; and
(v) Such other documents as we have deemed necessary or appropriate as a
basis for the opinion set forth below.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such certified or photostatic copies. As to any
facts material to this opinion that we did not independently establish or
verify, we have relied upon statements and representations of officers
<PAGE>
<PAGE>
and other representatives of the Company, information obtained from public
officials and other sources believed by us to be responsible and the factual
representations of each of the subscribers contained in the respective Purchase
Agreements.
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been legally issued and, assuming payment therefor in
accordance with the Purchase Agreements has been received by the Company, are
fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the
United States of America and the laws of the State of New York and we express no
opinion as to the effect of the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of this firm in the
Registration Statement and in the prospectus forming a part thereof. In giving
such consent, we do not thereby admit that we are within the category of
persons whose consent is required pursuant to Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission.
SHACK & SIEGEL, P.C.
By: /s/ Paul Goodman
---------------------------
<PAGE>
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Ark Restaurants Corp. on Form S-3 of our reports dated December 6, 1996,
appearing in the Annual Report on Form 10-K of Ark Restaurants Corp. for the
year ended September 28, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
December 24, 1996
<PAGE>
