<PAGE>
As filed with the Securities and Exchange Commission on February 27, 1997.
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CHART HOUSE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0147725
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
115 South Acacia Avenue
Solana Beach, California 92075
(Address of principal executive offices)
CHART HOUSE ENTERPRISES, INC.
1996 STOCK OPTION PLAN
and
CHART HOUSE ENTERPRISES, INC.
1996 NONEMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
(Full title of the plan)
WILLIAM R. KUNTZ, JR.
Executive Vice President, General Counsel and Secretary
Chart House Enterprises, Inc.
115 South Acacia Avenue
Solana Beach, California 92075
(619) 755-8281
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of securities Amount to Proposed maximum offering Proposed maximum aggregate Amount of
to be registered be registered price per share(3) offering price registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,050,000 shares(1)(2) $5.5625 $5,840,625 $1,769.88
Par Value $.01 per share
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement also registers such
indeterminate number of additional shares of Common Stock as may become
issuable under the 1996 Stock Option Plan and the 1996 Nonemployee Director
Stock Compensation Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of the
registrant's outstanding shares of Common Stock.
(2) Represents 1,000,000 shares to be issued pursuant to the 1996 Stock Option
Plan and 50,000 shares to be issued pursuant to the 1996 Nonemployee
Director Stock Compensation Plan.
(3) Computed pursuant to Rule 457(h) of the Securities Act of 1933, as amended
(the "1933 Act") on the basis of the average of the high and low selling
prices per share of the registrant's Common Stock on the New York Stock
Exchange on February 24, 1997 as reported in The Wall Street Journal dated
February 25, 1997.
================================================================================
<PAGE>
PART II
-------
INFORMATION REQUIRED IN REGISTRATION STATEMENT
----------------------------------------------
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents of Chart House Enterprises, Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the Company's fiscal
year ended December 31, 1995 (the "1995 10-K"), filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the 1934 Act since the date of the 1995 10-K.
(c) The description of the Common Stock of the Company contained in
the Company's Registration Statement on Form 8-A (Registration No. 1-9684) filed
with the Commission on July 20, 1989 pursuant to Section 12 of the 1934 Act,
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 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
--------------------------------------
Legal matters in connection with the shares of Common Stock of the
Company subject to issuance pursuant to the Company's 1996 Stock Option Plan and
the 1996 Nonemployee Director Stock Compensation Plan have been passed upon by
William R. Kuntz, Jr., Executive Vice President, General Counsel and Secretary
to the Company. William R. Kuntz, Jr. owns 54,835 shares of the Common Stock of
the Company directly and 6,000 shares of the Common Stock of the Company are
owned by Mr. Kuntz's minor children. In addition, Mr. Kuntz holds options to
purchase an aggregate of 140,000 shares of the Common Stock of the Company, of
which 77,500 shares may be acquired upon the exercise of options granted under
the 1996 Stock Option Plan.
-1-
<PAGE>
Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Certificate of Incorporation of the Company, as amended, provides
that no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except for liability: (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law (involving
certain unlawful dividends or stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit. The
Certificate of Incorporation further provides that if the Delaware General
Corporation Law is hereafter amended to authorize the further elimination or
limitation of the liability of a director, then the liability of a director of
the Company shall be further eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended. The
Certificate of Incorporation also provides that any repeal or modification of
such provisions shall not adversely affect any right or protection of a director
of the Company for any act or omission occurring prior to the date when such
repeal or modification became effective.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person 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 expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding (i) if such person acted in
good faith and in a manner that such person reasonably believed to be in or not
opposed to the best interests of the corporation and (ii) with respect to any
criminal action or proceeding, if such person had no reasonable cause to believe
such conduct was unlawful. A corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person 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 expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought 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 indemnification for such expenses which the Court of Chancery or
such other court shall deem proper. Any indemnification discussed above (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that
-2-
<PAGE>
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth above. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders. To the extent that any person has been successful on the merits
or otherwise in defending any action, suit or proceeding referred to above, or
in defense of any claim, issue or matter therein, such person is entitled to
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith. Expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding 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 officer or
director is not entitled to be indemnified by the corporation as authorized in
Section 145 of the Delaware General Corporation Law. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems appropriate. The
indemnification and advancement of expenses provided for, or granted pursuant
to, Section 145 of the Delaware General Corporation Law is not exclusive of any
other rights of indemnification or advancement of expenses to which those
seeking indemnification or advancement of expenses may be entitled, and a
corporation may purchase and maintain insurance against liabilities asserted
against any former or current director, officer, employee or agent of the
corporation, or a person who 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 whether or not the power to indemnify
such person is provided by Section 145 of the Delaware General Corporation Law.
The Bylaws of the Company provide that (i) the Company is required to
indemnify its officers and directors to the fullest extent permitted by law,
including those circumstances in which indemnification would otherwise be
discretionary; (ii) the Company is required to advance expenses to its officers
and directors as incurred, provided that they undertake to repay the amount
advanced if it is ultimately determined that they are not entitled to
indemnification; (iii) an officer or director may bring suit against the Company
if a claim for indemnification is not timely paid; and (iv) the stockholders and
directors of the Company may not retroactively amend the Bylaw provisions
relating to the indemnification of officers and directors of the Company in a
way which is adverse to its officers or directors or former officers and
directors. Moreover, the Bylaws provide that the Company must maintain
insurance to the extent reasonably available, at its expense, to protect itself
and any director, officer, employee or agent of the Company against any such
loss, expense or liability whether or not the Company would have the power to
indemnify such person against such loss, expense or liability. The Company
maintains an officers' and directors' liability insurance policy insuring the
Company's officers and directors against certain liabilities and expenses
incurred by such persons in such capacities. In addition, the Bylaws authorize
the Company to enter into indemnification agreements with its directors,
officers, employees or agents. Although the Company has no present intention of
entering into indemnification agreements, it may do so in the future.
-3-
<PAGE>
Item 7. Exemption from Registration
---------------------------
Not applicable.
Item 8. Exhibits
--------
The following is a list of exhibits filed as part of this Registration
Statement. Where so indicated, exhibits which were previously filed are
incorporated by reference.
Exhibit Description
------- -----------
4(a) Restated Certificate of Incorporation of the Company (filed
as an exhibit to Pre-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-1 dated October
6, 1987 (Registration No. 33-16795)).
4(b) Certificate of Amendment of Restated Certificate of
Incorporation of the Company (filed as an exhibit to Pre-
Effective Amendment No. 2 to the Company's Registration
Statement on Form S-1 dated August 25, 1989 (Registration
No. 33-30089) (as amended, the "1989 S-1")).
4(c) Amended and Restated Bylaws of the Company (filed as an
exhibit to the Company's Registration Statement on Form S-1
dated August 27, 1987 or amendments thereto dated October 6,
1987 and October 14, 1987 (Registration No. 33-16795)).
4(d) Specimen Stock Certificate (filed as an exhibit to the
Company's 1989 S-1).
4(e) Section 203 of the Delaware General Corporation Law (filed
as an exhibit to the 1989 S-1).
5 Opinion of William R. Kuntz, Jr., General Counsel to the
Company
23(a) Consent of Arthur Andersen LLP
23(b) Consent of William R. Kuntz, Jr., General Counsel to the
Company (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
-4-
<PAGE>
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 1933 Act;
(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; and
(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 (a)(1)(i) and (a)(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 1934 Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
1933 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.
(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 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) 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.
(h) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the
-5-
<PAGE>
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 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 1933 Act and
will be governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the 1933 Act, 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 Solana Beach, State of California, on February 27, 1997.
CHART HOUSE ENTERPRISES, INC., a
Delaware corporation
By: /s/William R. Kuntz, Jr.
-----------------------------------------
William R. Kuntz, Jr.
Executive Vice President-Finance and
Administration
By: /s/Stephen J. McGillin
-----------------------------------------
Stephen J. McGillin
Executive Vice President-Operations
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints
William R. Kuntz, Jr. and Stephen J. McGillin, and each of them acting 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 and all amendments (including post-effective
amendments) to this Registration Statement and any and all other documents and
instruments incidental thereto, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Commission and any other
regulatory authority, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
-7-
<PAGE>
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S> <C> <C>
/s/William R. Kuntz, Jr. Executive Vice President-Finance
- ----------------------------- and Administration; Director February 19, 1997
William R. Kuntz, Jr. (Principal Executive Officer;
Principal Financial Officer)
/s/Stephen J. McGillin Executive Vice President-
- ----------------------------- Operations (Principal Executive February 19, 1997
Stephen J. McGillin Officer)
/s/James C. Wendler Vice President and Chief
- ----------------------------- Accounting Officer (Principal February 19, 1997
James C. Wendler Accounting Officer)
/s/Patrick W. Rose Chairman of the Board; Director
- ----------------------------- February 26, 1997
Patrick W. Rose
/s/William M. Diefenderfer III Director
- ------------------------------- February 20, 1997
William M. Diefenderfer III
/s/William E. Mayer Director
- ----------------------------- February 20, 1997
William E. Mayer
/s/Alan S. McDowell Director
- ----------------------------- February 20, 1997
Alan S. McDowell
/s/Arthur J. Nagle Director
- ----------------------------- February 20, 1997
Arthur J. Nagle
</TABLE>
-8-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibits Sequentially Numbered Pages
- -------------- ----------------------- ---------------------------
<S> <C> <C>
5 Opinion of William R. Kuntz, Jr.,
General Counsel to the Company
23(a) Consent of Arthur Andersen LLP
23(b) Consent of William R. Kuntz, Jr.,
General Counsel to the Company
(included in Exhibit 5)
24 Power of Attorney (included on the
signature page of this Registration
Statement)
</TABLE>
-9-
<PAGE>
EXHIBIT 5
---------
February 27, 1997
Chart House Enterprises, Inc.
115 South Acacia Ave.
Solana Beach, CA 92075
Re: Registration Statement on Form S-8
Gentlemen:
I am General Counsel to Chart House Enterprises, Inc., a corporation (the
"Company"), and in such capacity have examined the form of Registration
Statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission (the "Commission") on February 27, 1997, in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of an aggregate of 1,050,000 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock") consisting of: (1) up to 1,000,000
shares of Common Stock of the Company to be issued by the Company upon exercise
of stock options granted by the Company under its 1996 Stock Option Plan, and
(2) 50,000 shares of Common Stock of the Company to be issued by the Company
pursuant to its 1996 Nonemployee Director Stock Compensation Plan.
For purposes of this opinion, I have made those examinations and
investigations of legal and factual matters I deemed advisable and have examined
the originals, or copies certified to my satisfaction as being true copies, of
those corporate records, certificates, documents and other instruments which, in
my judgment, enable me to render the opinion expressed below. For these
purposes, I have relied upon certificates provided by public officials and by
officers of the Company as to certain factual matters. I have assumed the
genuineness of all originals, the conformity to the original documents of
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of the latter documents.
On the basis of the foregoing, and relying solely thereon, I am of the
opinion that the Shares are duly authorized and, when issued, delivered and paid
for in the manner and upon the terms contemplated by the Registration Statement,
will be validly issued, fully paid and nonassessable.
<PAGE>
Chart House Enterprises, Inc.
February 27, 1997
Page 2
I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving such opinion, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
1933 Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
William R. Kuntz, Jr.
Executive Vice President
and General Counsel
<PAGE>
EXHIBIT 23(A)
-------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 25, 1996
(except with respect to the matter discussed in Note 14, as to which the date is
March 18, 1996) incorporated by reference in the Company's Form 10-K for the
year ended December 31, 1995.
ARTHUR ANDERSEN LLP
San Diego, California
February 27, 1997
