[TYPE]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Exact name of Registrant as specified in its Charter)
Florida 59-2597349
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2113 Florida Boulevard
Neptune Beach, Florida 32266
(Address of Principal Executive Offices)
FAMILY STEAK HOUSES OF FLORIDA, INC.
1995 LONG TERM INCENTIVE PLAN
(Full title of the plan)
Lewis E. Christman, Jr.
President and Chief Executive Officer
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
(904) 249-4197
(Name, address, telephone number of agent for service)
COPIES TO:
Halcyon E. Skinner, Esq.
Mahoney Adams & Criser, P.A.
50 North Laura Street, 34th Floor
Jacksonville, Florida 32202
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================
Title of each Amount Proposed Maximum Proposed Maximum Amount of
Class of To to be Aggregrate offering Aggregate Registration
securities to Registered(1) Price per Unit(2) Offering Price Fee
be Registered
=============================================================================
<C> <C> <C> <C> <C>
Common Stock, 1,000,000 $0.6875 $687,500 $237.07
$0.01 Par
Value per
share
===============================================================================
(1) This is the aggregate number of shares of Common Stock
authorized for issuance pursuant to grants or the exercise
of options and other rights under the Family Steak Houses of
Florida, Inc., 1995 Long Term Incentive Plan (the "Plan").
This Registration Statement also includes such indeterminate
number of additional shares of Common Stock as may be
issuable as a result of stock splits, stock dividends or
similar transactions, as described in the Plan.
(2) Estimated solely for the purpose of determining the
registration fee. The Common Stock of Family Steak Houses
of Florida, Inc. (the "Company"), par value $.01 per share
(the "Common Stock"), is listed on Nasdaq ("Nasdaq"). The
fee is based upon the average of the high and low prices of
the Registrant's Common Stock as quoted on Nasdaq on August
21, 1995.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information
and Employee Plan Annual Information
The document(s) containing the information specified in
the instructions to Part I of Form S-8 will be sent or given to
employees of the Company as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the following documents filed by the
Company with the Securities and Exchange Commission (the
"Commission"):
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1994.
(b) The Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995.
(c) The Company's Quarterly Report on Form 10-Q for
the quarter ended June 28, 1995.
(d) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of
the fiscal year covered by the registrant document
referred to in (a) above.
(e) The description of the Common Stock contained in
the Company's Registration Statement on Form 8-A
filed with the Commission under the Exchange Act.
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
<PAGE>
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in any other subsequently filed document
which also is 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 Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Subsection (1) of Section 607.0850 of the Florida
Business Corporation Act (the "FBCA") empowers a corporation to
indemnify any person who was or is a party to any proceeding
(other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, against liability incurred in connection
with such proceeding (including any appeal thereof) if he acted
in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, or conviction or
upon a plea of nolo contendere or its equivalent does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interests of the corporation or, with
respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
Subsection (2) of Section 607.0850 of the FBCA empowers
a corporation to indemnify any person who was or is a party to
any proceeding by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth in the preceding
paragraph, against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the
estimated expenses of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense
or settlement of such proceeding including appeals, provided that
the person acted under the standards set forth in the preceding
paragraph. However, no indemnification should be made for any
claim, issue or matter as to which such person is adjudged to be
liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court deems proper.
<PAGE>
Subsection (3) of Section 607.0850 of the FBCA provides
that to the extent a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in the
defense of any proceeding referred to in subsections (1) or (2)
of Section 607.0850 or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses actually
and reasonably incurred by him in connection therewith.
Subsection (4) of Section 607.0850 of the FBCA provides
that any indemnification under subsections (1) or (2) of Section
607.0850, unless determined by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections
(1) or (2) of Section 607.0850. Such determination shall be
made:
(a) by the board of directors by a majority vote
of a quorum consisting of directors who were not parties to such
proceeding;
(b) if such a quorum is not obtainable, or, even
if obtainable, by majority vote of a committee duly designated by
the board of directors (in which directors who are parties may
participate) consisting solely of two or more directors not at
the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as
prescribed in paragraph (a) or a committee selected as
prescribed in paragraph (b); or
(2) if no quorum of directors can be
obtained under paragraph (a) or no committee can be
designated under paragraph (b), by a majority vote of the
full board of directors (in which directors who are parties
may participate); or
(d) by the shareholders by a majority vote of a
quorum of shareholders who were not parties to such proceedings
or if no quorum is obtainable, by a majority vote of shareholders
who were not parties to such proceeding.
Under subsection (6) of Section 607.0850 of the FBCA,
expenses incurred by a director or officer in defending a civil
or criminal proceeding may be paid by the corporation in advance
of the final disposition thereof upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount
if it is ultimately determined that such director or officer is
not entitled to indemnification under Section 607.0850.
<PAGE>
Subsection (7) of Section 607.0850 of the FBCA states
that indemnification and advancements of expenses provided under
Section 607.0850 are not exclusive and empowers the corporation
to make any other further indemnification or advancement of
expenses under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, for actions in an official
capacity and in other capacities while holding an office.
However, a corporation cannot indemnify or advance expenses if a
judgment or other final adjudication establishes that the actions
of the director, officer, employee or agent were material to the
adjudicated cause of action and such person (a) violated criminal
law, unless the person had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his
conduct was unlawful, (b) derived an improper personal benefit
from a transaction, (c) was or is a director in a circumstance
where the liability under Section 607.0834 of the FBCA (relating
to unlawful distributions) applies, or (d) engaged in willful
misconduct or conscious disregard for the best interests of the
corporation in a proceeding by or in right of the corporation to
procure a judgment in its favor or in a proceeding by or in right
of a shareholder.
Subsection (8) of Section 607.0850 provides that
indemnification and advancement of expenses shall continue,
unless otherwise provided when authorized or ratified, as to a
person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person, unless otherwise provided when
authorized or ratified.
Subsection (9) of Section 607.0850 of the FBCA permits
any director or officer who is or was a party to a proceeding to
apply for indemnification or advancement of expenses, or both, to
any court of competent jurisdiction and lists the determinations
the court should make before ordering indemnification or
advancement of expenses.
Subsection (12) of Section 607.0850 of the FBCA permits
a corporation to purchase and maintain insurance for a director
or officer against any liability incurred in his official
capacity or arising out of his status as such regardless of the
corporation's power to indemnify him against such liability under
Section 607.0850.
The Company is obligated under its Bylaws to indemnify
a present or former director or officer of the Company and may
indemnify any other person, in connection with any actual or
threatened civil, criminal, administrative, or investigative
action, suit, or proceeding arising out of an officer's or
director's past or future service to the Company or a subsidiary,
or to another organization at the request of the Company or a
subsidiary, if he acted in faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. The
determination of whether the standards referred to above have
been met is made by (i) the Board of Directors of the Company by
a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a
quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel
in a written opinion, or (iii) by the shareholders.
<PAGE>
The Company also is obligated to indemnify its officers
and directors pursuant to indemnity agreements executed between
the Company and each officer and director whereby the Company
agreed to indemnify such officer or director to the fullest
extent permitted by Florida law. The indemnity agreements also
require the Company to use its best efforts to continue to
provide directors and officers liability insurance for a period
of six years.
In addition to the indemnification provisions of
Florida law and the Company's Bylaws and in accordance with the
indemnity agreements referred to above, the Company maintains
insurance which provides liability coverage to directors and
officers of the Company and its subsidiaries. Except for losses
for which the Company is required to indemnify its directors or
officers or for which the Company had, to the extent permitted by
law, indemnified its directors or officers, this insurance will
contain customary exclusions from coverage.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
This Form S-8 Registration Statement includes the
following exhibits:
Exhibit Number
4 Articles of Incorporation of Family Steak
Houses of Florida, Inc.
5 Opinion of Mahoney Adams & Criser, P.A.,
counsel for the Company, concerning the
legality of the securities being registered.
23(a) Consent of Deloitte & Touche LLP,
independent accountants.
23(b) Consent of Mahoney Adams & Criser, P.A.,
counsel for the Company (included in
Exhibit 5).
99(a) Family Steak Houses of Florida, Inc.,
1995 Long Term Incentive Plan
Item 9. Undertakings
(1) The Company hereby undertakes:
(a) To file, during any period in which offers or
sales of the securities registered hereunder are being made, a
post-effective amendment to this Registration Statement:
<PAGE>
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this 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 this Registration
Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
(a) provided, however, that the undertakings
included in (1)(a)(i) and (1)(a)(ii) of this Item 9 do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any
liability under the Securities Act, 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.
(c) 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.
(2) The Company hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
<PAGE>
officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Company 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 City
of Jacksonville, State of Florida, on the 24th day of August,
1995.
FAMILY STEAK HOUSES OF FLORIDA, INC.
By:
Lewis E. Christman, Jr.
President and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
President(Principal August 21, 1995
Lewis E. Christman, Jr. Executive Officer and
Director)
Secretary and Treasurer August 10, 1995
Edward B. Alexander (Principal Financial and
and Accounting Officer)
Michael J. Walters Controller August 24, 1995
Robert J. Martin Director August 21, 1995
Joseph M Glickstein, Jr. Director August 19, 1995
Richard M. Gray Director August 19, 1995
William Stanley Smith, Jr. Director August 21, 1995
Pursuant to the requirements of the Securities Act, the Plan
Administrator has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida on the
24th day of August, 1995.
FAMILY STEAK HOUSES OF FLORIDA, INC.
LONG TERM INCENTIVE PLAN
By: Lewis E. Christman, Jr.
Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibit Exhibit
Number Description
4 Articles of Incorporation of
Family Steak Houses of Florida, Inc.
Incorporated by reference
to the Company's Registration
Statement on Form S-1 No. 33-1887.
5 Opinion of Mahoney Adams &
Criser, P.A., counsel for the
Company, concerning the
legality of the securities
being registered.
23(a) Consent of Deloitte & Touche LLP,
independent accountants.
23(b) Consent of Mahoney Adams &
Criser, P.A., counsel for the
Company (included in Exhibit 5).
99(a) Family Steak Houses of Florida, Inc.
1995 Long Term Incentive Plan
(Incorporated by reference to
the Company's Proxy Statement
for the 1995 Annual Meeting of
Shareholders.)
<PAGE>
This document constitutes part
of a prospectus covering
securities that have been
registered under the
Securities Act of 1933.
Date: August 24th, 1995
FAMILY STEAK HOUSES OF FLORIDA, INC.
1995 LONG TERM INCENTIVE PLAN
Information provided to Participants pursuant to Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the
"Commission") on August 24th, 1995.
General Plan Information
The 1995 Long Term Incentive Plan (the "Plan") of Family Steak Houses
of Florida, Inc. (the "Company") provides incentives to key employees of
the Company and/or its subsidiaries in the form of a proprietary
shareholder interest in the Company to increase such employees' interest in
the Company's welfare and to assist the Company and its subsidiaries in
attracting and retaining employees.
The principal features of the Plan are summarized below. All
statements made herein or in any other document or form relating to the
Plan are qualified in their entirety by reference to the Plan and all
questions arising under the Plan will be resolved, in the first instance,
by reference to the text of the Plan.
The Board of Directors of the Company (the "Board") may discontinue or
amend the Plan at any time but no amendment without approval by
shareholders, may (a) increase the total number of shares which may be
issued under the Plan, except with respect to certain events that change or
affect the corporate structure or capitalization of the Company, (b)
materially modify the eligibility requirements for participants in the
Plan, (c) materially increase the benefits accruing to employees eligible
to participate in the Plan, or (d) cause the Plan to no longer comply with
Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or any other federal or state statutory or regulatory
requirements.
No grant may be given under the Plan after June 1, 2005.
The Plan is not subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
The Plan shall be administered by the Compensation Committee of the
Board (the "Committee"). The Committee shall consist solely of two or more
directors meeting the definition of disinterested persons under Rule 16b-3
of the Exchange Act. The Board may from time to time appoint members of
the Committee in substitution for or in addition to members previously
appointed and may fill vacancies. Directors of the Company are elected to
serve a one year term in office. Participants under the Plan may obtain
additional information about the Plan and its administrators from Ed
Alexander, Chief Financial Officer, Family Steak Houses of Florida, Inc.,
2113 Florida Boulevard, Neptune Beach, Florida 32266, 904-249-4197. The
Committee shall act in the capacity of manager of the Plan and, subject to
the express provisions of the Plan, shall have full and final authority in
its discretion to decide all questions of fact arising in the application
of the Plan and to administer and interpret the Plan in all respects.
<PAGE>
Securities to be Offered
Grants under the Plan shall be in the form of (a) nonqualified stock
options (the "Executive Stock Options") to purchase common stock of the
Company, par value $.01, (the "Common Stock"); (b) incentive stock options
to purchase Common Stock ("Incentive Stock Options" and, together with
Executive Stock Options, sometimes referred to herein as "Stock Options")
and (c) Common Stock subject to certain restrictions ("Restricted Stock").
Incentive Stock Options are intended to qualify as "incentive stock
options" under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code). The aggregate number of shares of Common Stock, including
shares reserved for issuance pursuant to the exercise of options, which may
be granted or issued under the terms of the Plan, may not exceed 1,000,000
shares, and such shares are reserved for such purposes.
The number of shares of Common Stock available for grants at any time
under the Plan shall be reduced to such lesser amount as may be required
pursuant to the methods of calculation necessary so that the exemptions
provided pursuant to Rule 16b-3 under the Exchange Act will continue to be
available for transactions involving all current and future grants. In
addition, during the period that any grants remain outstanding under the
Plan, the Committee may make good faith adjustments with respect to the
number of shares of Common Stock attributable to such grants for purposes
of calculating the maximum number of shares of Common Stock available for
the granting of future grants under the Plan, provided that following such
adjustments the exemptions provided pursuant to Rule 16b-3 under the
Exchange Act will continue to be available for transactions involving all
current and future grants.
Employees Who May Participate in the Plan
Employees of the Company and the Company's subsidiaries, including
officers of the Company and the Company's subsidiaries, shall be eligible
to participate in the Plan (any employee receiving an award under the Plan
hereinafter referred to as a "Participant"). Directors who are not
employees of the Company shall not be eligible to participate in the Plan.
Members of the Committee are not eligible to participate in the Plan.
Purchase of Securities Pursuant to the Plan and Payment for Securities
Offered
Subject to the express provisions of the Plan, the Committee shall
have full and final authority in its discretion (i) to determine
individuals to whom and the time or times at which Stock Options or
Restricted Stock shall be granted and exercised and the number of shares
and exercise price of the Common Stock covered by each Stock Option or
grant of Restricted Stock; and (ii) to determine the terms of the Stock
Option or Restricted Stock agreements, which need not be identical,
including without limitation, terms covering vesting, exercise dates, if
any, and exercise prices, if any.
Notwithstanding the foregoing, except as may be otherwise
expressly authorized by the Board of Directors or Compensation
Committee, the exercise price for Stock Options shall be
equal to at least one hundred percent (100%) of the Fair Market
Value (as defined below) of the Common Stock on the date such Stock Option
is granted. "Fair Market Value" means the closing bid price of the shares
of Common Stock on such date on the principal national securities exchange
or automated quotation system of a registered securities association on
which such shares of Common Stock are listed or admitted to trading. If
the shares of Common Stock on such date are not listed in or admitted to
trading, the Fair Market Value shall be the value established by the Board
in good faith on such basis as it deems reasonable and appropriate and in
the case of an Incentive Stock Option, in accordance with Section 422 of
the Code. The term of a Stock Option, including extensions, may not exceed
ten (10) years, or such shorter period of time as designated by the
Committee at the time of grant.
<PAGE>
If at the time an Incentive Stock Option is granted a Participant owns
Common Stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any of its
subsidiaries, then the option price of the Incentive Stock Option shall be
at least one hundred ten percent (110%) of the Fair Market Value of the
Common Stock at the time of grant and such option shall not be exercisable
after the expiration of five (5) years from the date such option is
granted, or such shorter period of time as designated by the Committee at
the time of grant.
Stock Options shall become exercisable in whole or in part after
completion of such periods of service as the Committee shall specify when
granting such Stock Option; provided, however, that in the absence of any
Committee specification to the contrary, a Stock Option shall become
exercisable with respect to twenty-five percent (25%) of the shares subject
to such option on each of the first four annual anniversaries of the date
of grant of the Stock Option. The restrictions imposed on shares of
Restricted Stock (as described below) shall lapse upon completion of such
periods of service as the Committee shall specify when granting the shares
of Restricted Stock. Notwithstanding the foregoing, if a Change in Control
(as defined in the Plan) shall have occurred, all Stock Options shall
become immediately exercisable and the restrictions on grants of Restricted
Stock shall lapse as of the date of such Change in Control.
Payment for shares for which a Stock Option is exercised must be made
in full to the Company in such manner and at such time or times as is
provided by the Committee at the time of grant in either (i) cash or its
equivalent or (ii) by tendering shares of previously acquired Common Stock
having a Fair Market Value equal to the exercise price or (iii) by a
combination of (i) and (ii). The Plan provides that the Committee may
grant Restricted Stock without payment by the Participant for such
Restricted Stock.
Shares of Common Stock to be delivered to Participants as a result of
grants under the Plan shall be issued by the Company from authorized but
unissued shares of the Common Stock. Accordingly, the Company will receive
the aggregate purchase price, if any, upon the exercise of grants by
Participants under the Plan. The Company does not anticipate purchasing
Common Stock in the open market for the purpose of delivering Common Stock
to Participants under the Plan.
Participants under the Plan shall receive reports as to the amount and
status of their accounts under the Plan as the Plan administrators deem
appropriate.
Resale Restrictions
If a Participant under the Plan receiving Common Stock is deemed an
affiliate of the Company for purposes of the Securities Act of 1933, as
amended (the "Securities Act"), the sale of Common Stock acquired by such
person may be subject to certain restrictions imposed by the registration
requirements of the Securities Act.
<PAGE>
Until the restrictions on Restricted Stock have lapsed as provided in
the Plan, Restricted Stock may not be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated. The Committee may impose such
other restrictions on any shares of Restricted Stock as required by law
including, without limitation, restrictions under applicable federal or
state securities laws, and may place legends on the certificates
representing such shares of Restricted Stock to provide appropriate notice
of such restrictions.
As described above, the restrictions on Restricted Stock shall lapse
and such shares shall be freely transferable upon completion of such
periods of service or achievement of such conditions as the Committee shall
specify in an individual restricted stock agreement between the Company and
the Participant when granting the shares of Restricted Stock or upon a
Change in Control of the Company.
Tax Effects of Plan Participation
Incentive Stock Options
A Participant will normally not be in receipt of taxable income upon
the grant of the Incentive Stock Options or upon its timely exercise.
However, to the extent options are granted at an exercise price below fair
market value, the recipient will be taxed on the difference between the
exercise price and the fair market value on the date of exercise.
Exercise of an Incentive Stock Option will be timely (i)
if made in accordance with the terms of the Plan and other written
documentation relating to the grant of the Incentive Stock Option and
(ii) if the Participant remains an employee of the Company at all times
during the period beginning on the date of grant of the Incentive Stock
Option and ending on the date three months before the date of exercise
(or one year before the date of exercise in the
case of a disabled Participant). Exercise of an Incentive Stock Option
will also be timely if made by the legal representative of a Participant
who dies (i) while in the employ of the Company or (ii) within three months
after termination of employment. The tax consequences in the event of an
untimely exercise of an Incentive Stock Option would be determined in
accordance with the rules applicable to Executive Stock Options.
Upon ultimate sale of Common Stock received upon the timely exercise
of an Incentive Stock Option, except as noted below, the Participant will
recognize long-term capital gain or loss (if the stock is a capital asset
in the hands of the participant) equal to the difference between the amount
realized upon such sale and the exercise price of the option. The Company
under these circumstances will not be entitled to any federal income tax
deduction in connection with either the exercise of the Incentive Stock
Option or the sale of such Common Stock by the Participant.
If the Common Stock acquired pursuant to the exercise of an Incentive
Stock Option is disposed of by the Participant before two years have
elapsed from the date of grant of the Incentive Stock Option or within one
year from the date such Common Stock is transferred to the Participant upon
exercise (a "disqualifying disposition"), any gain realized by the
Participant generally will be taxable at the time of such disqualifying
disposition as follows: (i) as ordinary income to the extent of the
difference between the exercise price and the lesser of (a) the fair market
value of the Common Stock on the date the Incentive Stock Option is
exercised (special rules apply to Participants subject to potential
liability under Section 16(b) of the Exchange Act) or (b) the amount
realized on such disqualifying disposition and (ii) if the Common Stock is
a capital asset of the Participant, as short-term or long-term capital gain
to the extent of any excess of the amount realized on such disqualifying
disposition over the fair market value of the Common Stock on the date that
governs the determination of ordinary income. In such case, subject to
limitations that may be imposed by future changes in the law, the Company
may claim a federal income tax deduction at the time of such disqualifying
disposition for the amount taxable to the Participant as ordinary income.
Any cash or Common Stock received by the Participant and treated as
ordinary income will be subject to payment and withholding of income, FICA
and FUTA taxes. Any capital gain realized by the Participant will be long-
term capital gain if the Participant's holding period for the stock at the
time of disposition is more than one year; otherwise such gain will be
short-term. As described above, the tax rate for long-term capital gain
may be less than that of short-term capital gain at the time of the
disqualifying disposition. Special rules will apply where all or a portion
of the exercise price of the Incentive Stock Options are paid by tendering
shares of Common Stock.
<PAGE>
The amount by which the fair market value of the stock on the exercise
date of an Incentive Stock Option exceeds the option price will be an item
of tax preference for purposes of calculating a Participant's alternative
minimum tax, unless a disqualifying disposition occurs.
Executive Stock Options
Federal income tax consequences of Executive Stock Options under
present law are generally as follows. Executive Stock Options granted
under the Plan are not entitled to special tax treatment under Section 422
of the Code. The grant of an Executive Stock Option does not result in
taxable income to the optionee and does not entitle the Company to an
income tax deduction at the time of grant. Ordinarily, upon exercise of an
Executive Stock Option, an optionee will recognize ordinary income for
federal tax purposes measured by the excess, if any, of the fair market
value of the shares over the exercise price, and the Company will be
entitled to a tax deduction for a corresponding amount. Any cash or Common
Stock received by the Participant and treated as ordinary income will be
subject to payment and withholding of income, FICA and FUTA taxes.
Upon a sale of shares acquired pursuant to exercise of an Executive
Stock Option by an optionee, any difference between the sale price and the
optionee's basis in the shares will be treated as capital gain or loss.
The optionee's basis for determination for gains or loss upon any
subsequent disposition of Common Stock acquired upon the exercise of an
Executive Stock Option will be the amount paid for such shares plus any
ordinary income recognized as the result of the exercise of such option.
The difference between the sales price and the optionee's basis will be
characterized as long-term capital gain or loss if the shares have been
held for more than one year at the date of their disposition. Otherwise
any such gain or loss would be short-term. Currently, the tax rate for
long-term capital gain is slightly less than that of short-term capital
gain or ordinary income, which are identical. However, it is possible that
Congress may consider tax legislation in the near future that would change
the capital gains and/or ordinary income tax rate for individuals. Tax
counsel cannot predict whether any such proposed legislation will be
enacted into law. Accordingly, participants should monitor legislative
developments.
Section 83 of the Code and the regulations thereunder provide that the
date for reporting and determining the amount of ordinary income (and the
Company's equivalent deduction) upon exercise of an Executive Stock Option
and for the commencement of the holding period of the shares thereby
acquired by a person who is subject to potential liability under Section
16(b) of the Exchange Act will be delayed until the date that is the
earlier of (i) six months after the date of exercise and (ii) such time as
the shares received upon exercise could be sold at a gain without the
person being subject to such potential liability.
Restricted Stock
Under current federal income tax law, a Participant will not be taxed
at the time Restricted Stock is granted. A Participant will be subject to
tax when Restricted Stock first becomes transferable or not subject to a
substantial risk of forfeiture, unless an election is made under Section
83(b) of the Code to be subject to tax upon grant. Accordingly, Restricted
Stock generally will be subject to tax when it becomes nonforfeitable upon
lapse of restrictions. Special rules may apply to participants subject to
potential liability under Section 16(b) of the Exchange Act.
The amount of tax will be based on the fair market value of such
shares at the time they become subject to tax, minus the amount, if any,
paid for such Restricted Stock. Income upon receipt of cash or Common
Stock will be subject to tax as ordinary income. In addition, any cash
paid to a Participant with respect to Restricted Stock during the period of
restriction will be subject to tax as ordinary income at the time of
receipt of such cash. Subject to limitations that may be imposed by future
changes in the law, the Company will generally be entitled to a tax
deduction at such time and in the same amount that the Participant realizes
ordinary income. Any cash or Common Stock received by the Participant and
treated as ordinary income will be subject to payment and withholding of
income, FICA and FUTA taxes.
<PAGE>
As a result of new Section 162(m) of the Code, the Company's deduction
for a taxable year for certain awards under the Plan may be limited to the
extent that a "covered employee" (e.g., the chief executive officer and
four other executives named in the Cash Compensation Table of the annual
Proxy Statement) receives compensation in excess of $1,000,000 in such
taxable year of the Company (other than performance-based compensation that
otherwise meets the requirements of Section 162(m) of the Code).
The Plan is not qualified under Section 401 of the Code.
Withdrawal from the Plan; Assignment of Interest
As described below and subject to the terms of the Plan, Stock Options
and Restricted Stock are subject to vesting requirements and restrictions,
as applicable, and accordingly may be forfeitable upon a Participant's
termination from service prior to the vesting of a grant, the exercise of a
Stock Option or the lapsing of restrictions, as applicable.
Except as expressly provided in the Plan, no awards under the Plan
shall be transferable except by will, the laws of descent and distribution
or a qualified domestic relations order ("QDRO") as defined by the Code or
Title I of ERISA, or the rules thereunder. During the lifetime of the
Participant, except as expressly provided in the Plan, grants under the
Plan shall be exercisable only by such Participant, by the guardian or
legal representative of such Participant or pursuant to a QDRO.
Forfeitures and Penalties
Subject to the terms of the Plan, Stock Options under the Plan shall
be exercisable and shall expire by their terms and may be subject to
vesting requirements. Notwithstanding the foregoing, Stock Options which
are exercisable on the date of a Participant's Termination (as defined in
the Plan) from employment for any reason other than death, Disability or
Retirement (as such terms are defined in the Plan) shall expire three
months after such Termination. Stock Options which are not exercisable on
the date of Termination for any reason other than death, Disability or
Retirement shall expire upon such Termination .
Stock Options are exercisable upon the Termination of a Participant's
employment by reason of death, Disability or Retirement, irrespective of
whether such options were fully exercisable on the date of such
Termination. Such Stock Options shall expire unless exercised within one
year from the date of such Termination.
<PAGE>
In the case of Termination of a Participant's employment by reason of
early retirement, within the meaning of the Company's applicable retirement
plan, Stock Options which may be exercised will be limited to the shares
which could have been purchased by the Participant at the date of such
early retirement. The Participant's Stock Options will expire unless
exercised within one year from the date of such Termination.
As discussed above, Restricted Stock may be granted by the Committee
subject to the vesting of rights and subject to restrictions on the
transfer of such shares. Such restrictions shall lapse and the Restricted
Stock shall vest upon the completion of such periods of service or
achievement of such conditions as the Committee shall specify at the time
of grant. Notwithstanding the foregoing, if a Participant's employment is
terminated as a result of death, Disability or Retirement prior to the
lapsing of such restrictions, restrictions on the Restricted Stock shall
immediately lapse on the date of such death, Disability or Retirement. If
the Participant's employment is terminated for any reason other than Death,
Disability or Retirement prior to the lapsing of such restrictions, the
Restricted Stock granted to such Participant shall be forfeited and shall
revert to the Company.
Charges and Deductions and Liens Therefor
Participants will not be subject to charges or deductions in
connection with their participation in the Plan.
Unless an election is made with respect to Restricted Stock under
Section 83(b) of the Code, Restricted Stock will be issued in the name of
the Participant and deposited with a trust administered by the Committee
and subject to the claims of the Company's creditors during the restriction
period.
* * * *
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Exchange
Act and files reports, proxy statements and other information with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the Commission's public reference room located at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
public reference facilities in the Commission's regional offices located
at: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, New York, New York
10048. Copies of such materials can be obtained at prescribed rates by
writing to the Securities and Exchange Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition,
reports, proxy statements and other information concerning the Company may
be inspected at the offices of Nasdaq, 1735 K Street, N.W., Washington, DC
20006.
This Prospectus incorporates by reference documents relating to the
Company which are not presented in or delivered with this Prospectus. Upon
the written or oral request of any Participant under the Plan, the Company
shall provide, without charge, the documents incorporated by reference in
Item 3 of Part II of the Registration Statement on Form S-8 relating to the
Plan filed by the Company with the Commission on August 24th, 1995. The
Company shall also provide, without charge, upon written or oral request,
other documents required to be delivered to employees pursuant to Rule
428(b) of the Securities Act. Participants may direct their request to Ed
Alexander, Chief Financial Officer, Family Steak Houses of Florida, Inc.,
2113 Florida Boulevard, Neptune Beach, Florida 32266, 904-249-4197.
No person is authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to purchase any of the securities offered by this
Prospectus in any jurisdiction to or from any person to whom or from whom
it is unlawful to make such offer. Neither the delivery of this Prospectus
nor any distribution of securities made hereunder shall, under
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that information in this
Prospectus or in the documents incorporated herein by reference is correct
as of any time subsequent to the date hereof or the dates thereof.
August 24th, 1995
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
Re: Family Steak Houses of Florida, Inc.
Gentlemen:
We refer to the Registration Statement on Form S-8 ("the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), filed by Family Steak Houses of
Florida, Inc., a Florida corporation (the "Company") with the
Securities and Exchange Commission (the "Commission") on August
24th, 1995. The Registration Statement covers an aggregate of
1,000,000 shares (the "Shares") of common stock, par value $.01
per share ("Common Stock"), together with such indeterminate
number of additional shares of Common Stock as may be issuable as
a result of stock splits, stock dividends or similar
transactions, authorized for issuance pursuant to the exercise of
rights under the Family Steak Houses of Florida, Inc. 1995 Long
Term Incentive Plan.
We have examined the originals, or photostatic or certified
copies, of such records of the Company, certificates of officers
of the Company and of public officials, and such other documents
as we have deemed relevant and necessary as the basis for the
opinion set forth below. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as photostatic or
certified copies and the authenticity of the originals of such
copies.
Based upon the foregoing, we are of the opinion that the
Shares, when sold and delivered by the Company as contemplated by
and in accordance with the Plan, will be legally issued, fully
paid and non-assessable.
We hereby consent to the use of our name in the Registration
Statement as counsel who will pass upon the legality of the
Shares for the Company and as having prepared this opinion, and
to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the use of our name as counsel
for the Company.
In giving this consent, we do not thereby admit that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules or regulations of
the Commission promulgated thereunder.
Very truly yours,
Mahoney Adams & Criser, P.A.
<PAGE>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Family Steak Houses of Florida, Inc. on Form S-8 of our report dated March 15,
1995, incorporated in the Annual Report on Form 10-K of Family Steak Houses of
Florida, Inc. for the fiscal year ended December 28, 1994.
Deloitte & Touche LLP
Jacksonville, Florida
August 24, 1995
