<PAGE> 1
As filed with the Securities and Exchange Commission on March 11, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
UNO RESTAURANT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 04-2953702
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132
--------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
UNO RESTAURANT CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN
----------------------------------------------------------
(Full title of the plan)
CRAIG S. MILLER, CHIEF EXECUTIVE OFFICER
UNO RESTAURANT CORPORATION
100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132
----------------------------------------------------------
(Name and address of agent for service)
(617) 323-9200
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
===========================================================================================
<CAPTION>
Title of
Securities Amount Proposed Maxi- Proposed Maxi- Amount of
to be to be mum Offering mum Aggregate Registra-
Registered Registered Price Per Share(1) Offering Price(1) tion Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,000,000(2) $6.875(3) $6,875,000(3) $2,083.33
===========================================================================================
(footnotes on next page)
</TABLE>
EXHIBIT INDEX AT PAGE II-7
<PAGE> 2
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Such presently indeterminable number of additional shares of Common
Stock are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other similar change in Common Stock.
(3) Based on the average high and low prices for the Registrant's Common
Stock, $.01 par value (the "Common Stock") on March 5, 1997, as reported by the
New York Stock Exchange, Inc.
- --------------------------------------------------------------------------------
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's latest Annual Report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act), or the Registrant's latest prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, that
contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Registrant's documents referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under the
Exchange Act with the Securities and Exchange Commission on April 1,
1991, including any amendment or report filed for the purposes of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and 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 in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the shares of Common Stock to be issued in accordance with
the Uno Restaurant Corporation 1997 Employee Stock Option Plan has been passed
upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One Financial Center,
Boston, Massachusetts 02111. Certain members of Brown, Rudnick, Freed & Gesmer,
P.C., a partner of Brown, Rudnick, Freed & Gesmer, are the beneficial holders of
a nominal number of shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
DELAWARE LAW. Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation to indemnify directors, officers, employees or
agents of the corporation in civil suits if such party acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful,
as determined in accordance with the Delaware General Corporation Law. Section
145 requires indemnification if the party in question is successful on the
merits or otherwise. With respect to derivative suits, a person may not be
indemnified if he or she has been adjudged to be liable to the corporation,
unless a court determines that such person is entitled to indemnification.
Section 145 permits the advancement of expenses upon receipt of an
undertaking to repay such amount if it shall ultimately be determined that such
parties are not entitled to be indemnified.
CERTIFICATE OF INCORPORATION. The Registrant's Restated Certificate of
Incorporation, as amended, provides that, to the fullest extent permitted by
Delaware law, no director of the Registrant shall be liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty of care as a
director. Delaware law does not permit the elimination of liability and each
director will be liable to the Registrant (i) for any breach of the director's
duty of loyalty to the
II-1
<PAGE> 4
Registrant or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. The effect of this provision in the Restated
Certificate of Incorporation is to eliminate the rights of the Registrant and
its shareholders (through shareholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i)
through (iv) above. This provision does not alter the liability of directors
under the federal securities laws.
The Registrant's Restated Certificate of Incorporation also provides that
the Registrant may, to the fullest extent permitted by Delaware law, indemnify
any and all persons whom it shall have power to indemnify under Delaware law
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by Delaware law. The indemnification provided in the
Restated Certificate of Incorporation is not exclusive of any other rights to
which a person indemnified may be entitled under the Registrant's bylaws, any
agreement, vote of shareholders or directors or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee or agent.
BYLAWS. The Registrant's Bylaws provide that the Registrant may indemnify
present or former directors, officers, agents or employees ("Covered Persons")
against all liabilities, including amounts paid in satisfaction of judgments,
compromises, fines or penalties and expenses ("Expenses") incurred in connection
with the defense or disposition of any threatened, pending, or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
("Proceeding") if the Covered Person acted in good faith, and in a manner he or
she reasonably believed to be in, or not opposed to, the best interest of the
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his or her conduct was unlawful. However, no indemnification may be made
with respect to any matter as to which a Covered Person has been adjudicated
liable for negligence or misconduct in the performance of his or her duty,
unless the court deciding the action determines that such Covered Person is
entitled to indemnification.
Indemnification may be provided in connection with a Proceeding in which it
is claimed that a director or officer received an improper personal benefit by
reason of his or her position, subject to the additional limitation that it
shall not have been finally determined that an improper personal benefit was
received by the director or officer.
If any Covered Person has been wholly successful on the merits in the
defense of any Proceeding by or in the name of the Registrant or any shareholder
in his or her capacity as such, such Covered Person shall be indemnified by the
Registrant against all Expenses incurred by him in connection therewith.
The Registrant may advance attorney's fees or other Expenses reasonably
incurred by a Covered Person in defending a Proceeding upon receipt of an
undertaking to repay the amount advanced unless it is ultimately determined that
the Covered Person is not entitled to indemnification for such fees and
Expenses.
The indemnification provided by the Bylaws is not exclusive of any other
rights to which a Covered Person may be entitled by law, under the Restated
Certificate of Incorporation of the Registrant, under any indemnification
agreement with the Registrant or otherwise. The Registrant expressly has the
authority to enter into agreements as the Board of Directors deems appropriate
for the indemnification of present or future directors and officers of the
Registrant. The Registrant may purchase and maintain insurance on its behalf and
on behalf of any Covered Person against any liability asserted against such
Covered Person and incurred by him or her in any capacity, or arising out of his
or her status as such, whether or not the Registrant would have the power to
indemnify him against such liability under the Bylaws.
INDEMNIFICATION AGREEMENTS. The Registrant has entered into indemnification
agreements with each of its directors and certain officers who are not directors
and anticipates that it will enter into similar agreements with any future
directors and certain future officers who are not directors. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by Delaware law with respect to the indemnification of directors.
II-2
<PAGE> 5
The indemnification agreements provide that the Registrant will pay certain
amounts incurred by a director or officer in connection with any civil or
criminal action or proceeding and specifically including actions by or in the
name of the Registrant (derivative suits) where the individual's involvement is
by reason of the fact that he or she is or was a director or officer. Such
amounts include, to the maximum extent permitted by law, attorneys' fees,
judgments, civil or criminal fines, settlement amounts, and other expenses
customarily incurred in connection with legal proceedings. Under the
indemnification agreements, a director or officer will not receive
indemnification if he or she is found not to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant. The agreements provide a number of procedures and presumptions
used to determine the director's or officer's right to indemnification, and
include a requirement that in order to receive an advancement of expenses, he or
she must submit an undertaking to repay any expenses advanced on his or her
behalf that are later determined that he or she was not entitled to receive.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
(4) Instruments defining the rights of security holders, including
indentures.
(a) Specimen Certificate of Common Stock filed as Exhibit 4(a)
to the Annual Report on Form 10-K for the fiscal year ended
September 29, 1991.*
(b) Restated Certificate of Incorporation, as amended, of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 2, 1995 (the "April 2, 1995 Form 10-Q").*
(c) Amended and Restated By-Laws of the Registrant, filed as
Exhibit 3.2 to the April 2, 1995 Form 10-Q.*
(5) Opinion regarding legality.
(a) Legal Opinion of Brown, Rudnick, Freed & Gesmer.
(24) Consents of experts and counsel.
(a) Consent of Ernst & Young LLP, Independent Auditors.
(b) Consent of Brown, Rudnick, Freed & Gesmer is included within
their legal opinion filed as Exhibit (5)(a) hereof.
(25) Power of Attorney.
(99) Additional Exhibits.
(b) Uno Restaurant Corporation 1997 Employee Stock Option Plan
- -----------------------------
* Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission which
documents are hereby incorporated by reference.
II-3
<PAGE> 6
Item 9. 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 end 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 a 20
percent change in the maximum aggregate 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 or Form S-8, and 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 Registrant pursuant to Section 13
or Section 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 any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(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 Section 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.
(e) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to, and meeting the
requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
II-4
<PAGE> 7
(h) 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 provisions described under "Item 6 ---
Indemnification of Directors and Officers" above, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of West Roxbury, Commonwealth of Massachusetts, on the
28th day of February, 1997.
Uno Restaurant Corporation
(Registrant)
By: /s/ Craig S. Miller
--------------------
Craig S. Miller, President
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 date indicated:
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Craig S. Miller President, Chief Executive February 28, 1997
- --------------------------- Officer, Chief Operating
Craig S. Miller Officer and Director (Principal
Executive Officer)
/s/ Robert M. Brown Treasurer, Senior Vice February 28, 1997
- --------------------------- President - Finance, Chief Financial
Robert M. Brown Officer and Director (Principal
Financial and Accounting Officer)
/s/ Aaron D. Spencer Chairman and Director February 28, 1997
- ---------------------------
Aaron D. Spencer
- --------------------------- Director February ___, 1997
S. James Coppersmith
</TABLE>
II-5
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ John T. Gerlach Director February 28, 1997
- ---------------------------
John T. Gerlach
/s/ James F. Carlin Director February 26, 1997
- ---------------------------
James F. Carlin
/s/ Stephen J. Sweeney Director February 28, 1997
- ---------------------------
Stephen J. Sweeney
</TABLE>
II-6
<PAGE> 9
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibit
Number Page
------ ----
<C> <S> <C>
(4)(a) Specimen Certificate of Common Stock filed as Exhibit 4(a) to the Annual
Report on Form 10-K for the fiscal year ended September 29, 1991.
*
(4)(b) Restated Certificate of Incorporation, as amended of the Registrant, filed
as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 2, 1995 (the "April 2, 1995 Form 10-Q"). *
(4)(c) Amended and Restate By-Laws of the Registrant, filed as Exhibit 3.2 to the *
April 2, 1995 Form 10-Q.
(5)(a) Legal Opinion of Brown, Rudnick, Freed & Gesmer. II-8
(24)(a) Consent of Ernst & Young LLP, Independent Auditors. II-12
(24)(b) Consent of Brown, Rudnick, Freed & Gesmer is included
within their legal opinion filed as Exhibit (5)(a) hereof.
(25) Power of Attorney. II-13
(99)(b) Uno Restaurant Corporation 1997 Employee Stock Option Program II-14
- ----------------------------
<FN>
* Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission which
documents are hereby incorporated by reference.
</TABLE>
II-7
<PAGE> 1
EXHIBIT (5)(a)
Opinion of Brown, Rudnick, Freed & Gesmer
March 10, 1997
Uno Restaurant Corporation
100 Charles Park Road
West Roxbury, MA 02132
RE: Uno Restaurant Corporation
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Dear Ladies and Gentlemen:
We have acted as legal counsel to Uno Restaurant Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act") relating to 1,000,000 shares of the Company's Common Stock, $.01 par
value (the "Shares").
The Shares are to be granted pursuant to the Uno Restaurant Corporation
1997 Employee Stock Option Plan (the "Plan").
In connection with this Opinion Letter, we have examined the Registration
Statement and the other documents listed on SCHEDULE A attached hereto
(collectively, the "Documents").
We have not made any independent review or investigation of orders,
judgments, rules or other regulations or decrees by which the Company or any of
its property may be bound, nor have we made any independent investigation as to
the existence of actions, suits, investigations or proceedings, if any, pending
or threatened against the Company.
With your concurrence, the opinion hereafter expressed, whether or not
qualified by language such as "to our knowledge," is based solely upon (i) our
review of the Documents, (ii) discussions with certain officers of the Company
with respect to the Documents, (iii) discussions with those of our attorneys who
have given substantive legal representation to the Company in connection with
the Registration Statement, and (iv) such review of published sources of law as
we have deemed necessary.
This firm, in rendering legal opinions, customarily makes certain
assumptions which are described in SCHEDULE B hereto. In the course of our
representation of the Company in connection with the Registration Statement,
nothing has come to our attention which causes us to believe reliance upon any
of those assumptions is inappropriate, and, with your concurrence, the opinion
hereafter expressed is based upon those assumptions. For purposes of those
assumptions, the Enumerated Party referred to in SCHEDULE B is the Company.
Our opinion hereafter expressed is limited to the laws of the Commonwealth
of Massachusetts, Federal law and the General Corporation Law of the State of
Delaware.
We express no legal opinion upon any matter other than as explicitly
addressed in numbered paragraph 1 below, and our express opinion therein
contained shall not be interpreted to be implied opinions upon any other matter.
Based upon and subject to the foregoing, we are of the opinion that:
II-8
<PAGE> 2
1. The Shares have been duly authorized, and when issued in accordance with
the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm wherever it appears in
the Registration Statement.
Very truly yours,
BROWN, RUDNICK, FREED & GESMER
By: Brown, Rudnick, Freed & Gesmer, P.C., a partner
By: /s/ Steven R. London
-------------------------------------------------
Steven R. London, duly authorized
SRL/JGN/JRS
II-9
<PAGE> 3
SCHEDULE A
LIST OF DOCUMENTS
-----------------
In connection with the Opinion Letter to which this Schedule A is
attached, we have reviewed the following Documents. However, except as
otherwise expressly indicated, we have not reviewed any documents, instruments
or agreements referred to in or listed upon any of the following Documents:
(i) the Restated Certificate of Incorporation of the Company, as amended,
as certified by the Secretary of State of the State of Delaware and a
certificate of the Secretary of the Company that there have been no further
amendments thereto;
(ii) a copy of the Amended and Restated By-laws of the Company, certified
by the Secretary of the Company as presently being in effect;
(iii) the corporate minute books or other records of the Company pertaining
to the proceedings of the stockholders and directors of the Company and a
certificate of the Secretary of the Company as to certain resolutions of the
directors of the Company;
(iv) a certificate dated as of a recent date of the Secretary of State of
the State of Delaware as to the good standing of the Company;
(v) the Plan; and
(vi) the Registration Statement.
II-10
<PAGE> 4
SCHEDULE B
BROWN, RUDNICK, FREED & GESMER
GOOD STANDING ASSUMPTIONS
-------------------------
In rendering legal opinions in third party transactions, Brown, Rudnick,
Freed & Gesmer makes certain customary assumptions described below:
1. Each natural person executing any of the Documents has sufficient
legal capacity to enter into such Documents.
2. Each person other than the Enumerated Party has all requisite power
and authority and has taken all necessary corporate or other action to
enter into the Documents to which it is a party or by which it is
bound, to the extent necessary to make the Documents enforceable
against it.
3. Each person other than the Enumerated Party has complied with all
legal requirements pertaining to its status as such status relates to
its rights to enforce the Documents against the Enumerated Party.
4. Each Document is accurate, complete and authentic, each original is
authentic, each copy conforms to an authentic original and all
signatures are genuine.
5. All official public records are accurate, complete and properly
indexed and filed.
II-11
<PAGE> 1
Exhibit 24(a)
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statements
(Forms S-8) pertaining to the Uno Restaurant Corporation 1997 Employee Stock
Option Plan and the Uno Restaurant Corporation Restricted Stock Program of our
report dated November 1, 1996, with respect to the financial statements of Uno
Restaurant Corporation included in the Annual Report (Form 10-K) for the
year ended September 29, 1996.
/S/ Ernst & Young LLP
March 7, 1997
Boston, Massachusetts
<PAGE> 1
EXHIBIT (25)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Craig S. Miller and Robert M. Brown, and each of
them (with full power to each of them to act alone), 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 or all amendments (including post-effective amendments)
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, 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 any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Craig S. Miller President, Chief Executive February 28, 1997
- --------------------------- Officer, Chief Operating
Craig S. Miller Officer and Director (Principal
Executive Officer)
/s/ Robert M. Brown Treasurer, Senior Vice February 28, 1997
- --------------------------- ` President - Finance, Chief Financial
Robert M. Brown Officer and Director (Principal
Financial and Accounting Officer)
/s/ Aaron D. Spencer Chairman and Director February 28, 1997
- ---------------------------
Aaron D. Spencer
- --------------------------- Director February ___, 1997
S. James Coppersmith
/s/ John T. Gerlach Director February 28, 1997
- ---------------------------
John T. Gerlach
/s/ James F. Carlin Director February 26, 1997
- ---------------------------
James F. Carlin
/s/ Stephen J. Sweeney Director February 28, 1997
- ---------------------------
Stephen J. Sweeney
</TABLE>
II-13
<PAGE> 1
EXHIBIT (99)(b)
Uno Restaurant Corporation 1997 Employee Stock Option Plan
----------------------------------------------------------
Section I. Purpose of the Plan.
-------------------
The purposes of this Uno Restaurant Corporation 1997 Employee Stock Option
Plan (the "1997 Plan") are (i) to provide long-term incentives and rewards to
those key employees (the "Employee Participants") of Uno Restaurant Corporation
(the "Corporation") and its subsidiaries who are in a position to contribute to
the long-term success and growth of the Corporation and its subsidiaries, (ii)
to assist the Corporation in retaining and attracting executives and key
employees with requisite experience and ability, and (iii) to associate more
closely the interests of such executives and key employees with those of the
Corporation's stockholders.
Section II. Definitions.
-----------
"CODE" is the Internal Revenue Code of 1986, as it may be amended from time
to time.
"Common Stock" is the $.01 par value common stock of the Corporation.
------------
"Committee" is defined in Section III, paragraph (a).
---------
"Corporation" is defined in Section I.
-----------
"CORPORATION ISOS" are all stock options (including 1997 Plan ISOs) which
(i) are Incentive Stock Options and (ii) are granted under any plans (including
this 1997 Plan) of the Corporation, a Parent Corporation and/or a Subsidiary
Corporation.
"Employee Participants" is defined in Section I.
---------------------
"FAIR MARKET VALUE" of any property is the value of the property as
reasonably determined by the Committee.
"INCENTIVE STOCK OPTION" is a stock option which is treated as an incentive
stock option under Section 422 of the Code.
"1997 Plan" is defined in Section I.
---------
"1997 Plan ISOs" are Stock Options which are Incentive Stock Options.
--------------
"NON-EMPLOYEE DIRECTORS" has the meaning provided in Rule 16b-3(b) under
the Securities Exchange Act of 1934, as amended.
"NON-QUALIFIED OPTION" is a Stock Option which does not qualify as an
Incentive Stock Option or for which the Committee provides, in the terms of such
option and at the time such option is granted, that the option shall not be
treated as an Incentive Stock Option.
"PARENT CORPORATION" has the meaning provided in Section 424(e) of the
Code.
"PERMANENT AND TOTAL DISABILITY" has the meaning provided in Section
22(e)(3) of the Code.
II-14
<PAGE> 2
"SECTION 16" means Section 16 of the Securities Exchange Act of 1934, as
amended, or any similar or successor statute, and any rules, regulations, or
policies adopted or applied thereunder.
"STOCKHOLDER APPROVAL" means the affirmative vote of at least a majority of
the shares of Common Stock present and entitled to vote at a duly held meeting
of the stockholders of the Corporation, unless a greater vote is required by
state law, in which case such greater requirement shall apply. Stockholder
approval may be obtained by written consent or other means, to the extent
permitted by applicable state law.
"STOCK OPTIONS" are rights granted pursuant to this 1997 Plan to purchase
shares of Common Stock at a fixed price.
"SUBSIDIARY CORPORATION" has the meaning provided in Section 424(f) of the
Code.
"TEN PERCENT STOCKHOLDER" means, with respect to a 1997 Plan ISO, any
individual who directly or indirectly owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation or any
Parent Corporation or any Subsidiary Corporation at the time such 1997 Plan ISO
is granted.
Section III. Administration.
--------------
(a) THE COMMITTEE. This 1997 Plan shall be administered by a compensation
committee designated by the Board of Directors of the Corporation, which shall
consist solely of two or more Non-Employee Directors designated by the Board of
Directors (the administering body is hereafter referred to as the "Committee").
The Committee shall serve at the pleasure of the Board of Directors, which may
from time to time, and in its sole discretion, discharge any member, appoint
additional new members in substitution for those previously appointed and/or
fill vacancies however caused. A majority of the Committee shall constitute a
quorum and the acts of a majority of the members present at any meeting at which
a quorum is present shall be deemed the action of the Committee.
(b) AUTHORITY AND DISCRETION OF THE COMMITTEE. Subject to the express
provisions of this 1997 Plan and provided that all actions taken shall be
consistent with the purposes of this 1997 Plan, and subject to ratification by
the Board of Directors only if required by applicable law, the Committee shall
have full and complete authority and the sole discretion to: (i) determine those
persons who shall constitute key employees eligible to be Employee Participants;
(ii) select the Employee Participants to whom Stock Options shall be granted
under this 1997 Plan; (iii) determine the size and the form of the Stock
Options, if any, to be granted to any Employee Participant; (iv) determine the
time or times such Stock Options shall be granted including the grant of Stock
Options in connection with other awards made, or compensation paid, to the
Employee Participant; (v) establish the terms and conditions upon which such
Stock Options may be exercised, including the exercise of Stock Options in
connection with other awards made, or compensation paid, to the Employee
Participant; (vi) make or alter any restrictions and conditions upon such Stock
Options and the Common Stock received on exercise thereof, including, but not
limited to, providing for limitations on the Employee Participant's right to
keep any Common Stock received on termination of employment; (vii) determine
whether the Employee Participant or the Corporation has achieved any goals or
otherwise satisfied any conditions or requirements that may be imposed on or
related to the exercise of Stock Options; and (viii) adopt such rules and
regulations, establish, define and/or interpret these and any other terms and
conditions, and make all determinations (which may be on a case-by-case basis)
deemed necessary or desirable for the administration of this 1997 Plan.
(c) APPLICABLE LAW. This 1997 Plan, and all Stock Options shall be governed
by the law of the state in which the Corporation is incorporated.
Section IV. Terms of Stock Options.
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(a) AGREEMENTS. Stock Options shall be evidenced by a written agreement
between the Corporation and the Employee Participant awarded the Stock Option.
This agreement shall be in such form, and contain such terms and conditions (not
inconsistent with this 1997 Plan) as the Committee may determine. If the Stock
Option described therein is not intended to be an Incentive Stock Option, but
otherwise qualifies as an Incentive Stock Option, the agreement shall include
the following, or a similar, statement: "This stock option is not intended to be
an Incentive Stock Option, as that term is described in Section 422 of the
Internal Revenue Code of 1986, as amended."
(b) TERM. Stock Options shall be for such periods as may be determined by
the Committee, provided that in the case of 1997 Plan ISOs, the term of any such
1997 Plan ISO shall not extend beyond three months after the time the Employee
Participant ceases to be an employee of the Corporation. Notwithstanding the
foregoing, the Committee may provide in a 1997 Plan ISO that in the event of the
Permanent and Total Disability or death of the Employee Participant, the 1997
Plan ISO may be exercised by the Employee Participant or his estate (if
applicable) for a period of up to one year after the date of such Permanent and
Total Disability or Death. In no event may a 1997 Plan ISO be exercisable
(including provisions, if any, for exercise in installments) subsequent to ten
years after the date of grant, or, in the case of 1997 Plan ISOs granted to Ten
Percent Stockholders, more than five years after the date of grant.
(c) PURCHASE PRICE. The purchase price of shares purchased pursuant to any
Stock Option shall be determined by the Committee, and shall be paid by the
Employee Participant or other person permitted to exercise the Stock Option in
full upon exercise, (i) in cash, (ii) by delivery of shares of Common Stock
(valued at their Fair Market Value on the date of such exercise), (iii) any
other property (valued at its Fair Market Value on the date of such exercise),
(iv) any combination of cash, stock and other property, or (v) by exercise of
the Stock Option on a net issuance basis (a cashless exercise), with any payment
made pursuant to subparagraphs (ii), (iii), (iv) or (v) only as permitted by the
Committee, in its sole discretion. In no event will the purchase price of Common
Stock be less than the par value of the Common Stock. Furthermore, the purchase
price of Common Stock subject to a 1997 Plan ISO shall not be less than the Fair
Market Value of the Common Stock on the date of the issuance of the 1997 Plan
ISO, provided that in the case of 1997 Plan ISOs granted to Ten Percent
Stockholders, the purchase price shall not be less than 110% of the Fair Market
Value of the Common Stock on the date of issuance of the 1997 Plan ISO.
(d) FURTHER RESTRICTIONS AS TO INCENTIVE STOCK OPTIONS. To the extent that
the aggregate Fair Market Value of Common Stock with respect to which
Corporation ISOs (determined without regard to this section) are exercisable for
the first time by any Employee Participant during any calendar year exceeds
$100,000, such Corporation ISOs shall be treated as options which are not
Incentive Stock Options. For the purpose of this limitation, options shall be
taken into account in the order granted, and the Committee may designate that
portion of any Corporation ISO that shall be treated as not an Incentive Stock
Option in the event that the provisions of this paragraph apply to a portion of
any option, unless otherwise required by the Code or regulations of the Internal
Revenue Service. The designation described in the preceding sentence may be made
at such time as the Committee considers appropriate, including after the
issuance of the option or at the time of its exercise. For the purpose of this
section, Fair Market Value shall be determined as of the time the option with
respect to such stock is granted.
(e) RESTRICTIONS. Stock Options granted under the 1997 Plan may not be
assigned or transferred except by will or the laws of descent and distribution
or pursuant to a "qualified domestic relations order" as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended. At
the discretion of the Committee, the Common Stock issued pursuant to the Stock
Options granted hereunder may be subject to restrictions on vesting or
transferability. For the purposes of this limitation, options shall be taken
into account in the order granted.
(f) WITHHOLDING OF TAXES. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of a Stock Option to, or exercise of a Stock Option by, a holder.
The Corporation may require, as a condition to the exercise of a Stock Option,
or demand, at such other time as it may consider appropriate, that the Employee
Participant pay the Corporation the amount of any taxes which the Corporation
may determine is required to be withheld or collected, and the Employee
Participant shall comply with the requirement or demand of the Corporation. In
its discretion, the Corporation may withhold
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shares to be received upon exercise of a Stock Option if it deems this an
appropriate method for withholding or collecting taxes.
(g) SECURITIES LAW COMPLIANCE. Upon exercise (or partial exercise) of a
Stock Option, the Employee Participant or other holder of the Stock Option shall
make such representations and furnish such information as may, in the opinion of
counsel for the Corporation, be appropriate to permit the Corporation to issue
or transfer Common Stock in compliance with the provisions of applicable federal
or state securities laws. The Corporation, in its discretion, may postpone the
issuance and delivery of Common Stock upon any exercise of Stock Options until
completion of such registration or other qualification of such shares under any
federal or state laws, or stock exchange listing, as the Corporation may
consider appropriate. Furthermore, the Corporation is not obligated to register
or qualify the shares of Common Stock to be issued upon exercise of a Stock
Option under federal or state securities laws (or to register or qualify them at
any time thereafter), and it may refuse to issue such shares if, in its sole
discretion, registration or exemption from registration is not practical or
available. The Corporation may require that prior to the issuance or transfer of
Common Stock upon exercise of a Stock Option, the Employee Participant enter
into a written agreement to comply with any restrictions on subsequent
disposition that the Corporation deems necessary or advisable under any
applicable federal and state securities laws. Certificates for shares of Common
Stock issued hereunder may bear a legend reflecting such restrictions.
(h) RIGHT TO STOCK OPTION. No employee of the Corporation or any other
person shall have any claim or right to be an Employee Participant in this 1997
Plan or to be granted a Stock Option hereunder. Neither this 1997 Plan nor any
action taken hereunder shall be construed as giving any person any right to be
retained in the employ of the Corporation. Nothing contained hereunder shall be
construed as giving any person any equity or interest of any kind in any assets
of the Corporation or creating a trust of any kind or a fiduciary relationship
of any kind between the Corporation and any such person. As to any claim for any
unpaid amounts under this 1997 Plan, any person having a claim for payments
shall be an unsecured creditor.
(i) INDEMNITY. Neither the Board of Directors nor the Committee, nor any
members of either, nor any employees of the Corporation or any parent,
subsidiary, or other affiliate, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to this 1997 Plan, and the Corporation
hereby agrees to indemnify the members of the Board of Directors, the members of
the Committee, and the employees of the Corporation and its parent or
subsidiaries in respect of any claim, loss, damage, or expense (including
reasonable counsel fees) arising from any such act, omission, interpretation,
construction or determination to the full extent permitted by law.
(j) PARTICIPATION BY FOREIGNERS. Without amending this 1997 Plan, except to
the extent required by the Code in the case of Incentive Stock Options, the
Committee may modify grants made to Employee Participants who are foreign
nationals or employed outside the United States so as to recognize differences
in local law, tax policy, or custom.
Section V. Amendment and Termination; Adjustments Upon Changes in Stock.
------------------------------------------------------------
The Board of Directors of the Corporation may at any time, and from time to
time, amend, suspend or terminate this 1997 Plan or any portion thereof,
provided that no amendment shall be made without Stockholder approval if such
approval is necessary to comply with any applicable tax requirement, any
applicable rules or regulations of the Securities and Exchange Commission,
including Rule 16(b)-3 (or any successor rule thereunder), or the rules and
regulations of the New York Stock Exchange or any other exchange or stock market
on which the Corporation's securities are listed or quoted. Except as provided
herein, no amendment, suspension or termination of this 1997 Plan may affect the
rights of an Employee Participant to whom a Stock Option has been granted
without such Employee Participant's consent. The Committee is specifically
authorized to convert, in its discretion, the unexercised portion of any 1997
Plan ISO granted to an Employee Participant to a Non-qualified Option at any
time prior to the exercise, in full, of such 1997 Plan ISO. If there shall be
any change in the Common Stock or to any Stock Option granted under this 1997
Plan through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other change in the corporate structure of the
Corporation, appropriate adjustments may be made by the Committee (or if the
Corporation is not the surviving corporation in any such transaction, the Board
of
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<PAGE> 5
Directors of the surviving corporation, or its designee) in the aggregate number
and kind of shares subject to this 1997 Plan, and the number and kind of shares
and the price per share subject to outstanding Stock Options, provided that such
adjustment does not affect the qualification of any 1997 Plan ISO as an
Incentive Stock Option. In connection with the foregoing, the Committee may
issue new Stock Options in exchange for outstanding Stock Options.
Section VI. Shares of Common Stock Subject to the Plan.
------------------------------------------
The number of shares of Common Stock that may be the subject of awards
under this 1997 Plan shall not exceed an aggregate of 1,000,000 shares. Shares
to be delivered under this 1997 Plan may be either authorized but unissued
shares of Common Stock or treasury shares. Any shares subject to a Stock Option
hereunder which for any reason terminates, is cancelled or otherwise expires
unexercised, and any shares reacquired by the Corporation due to restrictions
imposed on the shares, shares returned because payment is made hereunder in
Common Stock of equivalent value rather than in cash, and/or shares reacquired
from a recipient for any other reason shall, at such time, no longer count
towards the aggregate number of shares which have been the subject of Stock
Options issued hereunder, and such number of shares shall be subject to further
awards under this 1997 Plan, provided, first, that the total number of shares
then eligible for award under this 1997 Plan may not exceed the total specified
in the first sentence of this Section VI, and second, that the number of shares
subject to further awards shall not be increased in any way that would cause
this 1997 Plan or any Stock Option to not comply with Section 16, if applicable
to the Corporation.
Section VII. Effective Date and Term of the Plan.
-----------------------------------
Provided there is Stockholder Approval on or before January 21, 1998, the
effective date of this 1997 Plan is January 21, 1997 (the "Effective Date") and
awards under this 1997 Plan may be made for a period of ten years commencing on
the Effective Date. The period during which a Stock Option may be exercised may
extend beyond that time as provided herein.
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