<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 RESTRICTED STOCK PROGRAM
---------------------------------------------------
(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 25,000(2) $6.875(3) $171,875(3) $52.08
===================================================================================================================
(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 Restricted Stock Program 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.
(a) Uno Restaurant Corporation Restricted Stock Program
- -----------------------------
* 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.
II-5
<PAGE> 8
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>
<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-6
<PAGE> 9
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit
Number Page
------ ----
<S> <C> <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)(a) Uno Restaurant Corporation Restricted Stock 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
----------------------------------
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 25,000 shares of the Company's Common Stock, $.01 par
value (the "Shares").
The Shares are to be granted pursuant to the Uno Restaurant Corporation
Restricted Stock Program (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
II-13
</TABLE>
<PAGE> 1
EXHIBIT (99)(a)
Uno Restaurant Corporation Restricted Stock Program
---------------------------------------------------
Effective October 3, 1994.
Eligibility: Three (3) full years of current, consecutive service as a general
manager at a full-service Uno Restaurant by the end of the fiscal year.
Eligible participants receive an Uno Restaurant Corporation stock grant each
fiscal year with an aggregate value of 10% of his or her base salary (excluding
flex) rounded to the nearest whole share. The share price is determined based on
the most recent 30 day average price.
Each grant vests at 25% per year over four equal years from the original grant
date (rounded to whole shares.). A manager leaving the company forfeits
non-vested shares.
At the time the stock vests, participants will receive a stock certificate with
no restrictions. At that time a participant is deemed to have constructive
receipt and the current value of the shares is taxable to the individual .
Taxable amounts will be added to the employee's year-ending W-2.
This stock grant replaces the customary annual stock option.
In the event of a promotion, demotion or intra-company transfer to a position
that does not participate in this plan, participants will continue to receive
vested benefits from existing grants, but will receive no new grants.
The plan document will detail rules and procedures. The company reserves the
right to change, amend, or cancel this program at any time with or without
notice. In any event, accrued benefits, will, of course, be paid out over the
vesting period.
Only a designated officer of Uno Restaurant Corporation may make any
representations regarding this program.
II-14
