<PAGE>
As filed with the Securities and Exchange Commission on February 10, 1998.
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.
STOCK OPTION AGREEMENT DATED MAY 19, 1997
(Full title of the plans)
RICHARD D. TIPTON
Vice President - Legal Affairs and General Counsel
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 price Proposed maximum aggregate Amount of
to be registered be registered per share (2) offering price registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
Par Value $.01 per share
Total 100,000 shares(1) $6.75 $675,000 $200
================================================================================================================================
</TABLE>
(1) The shares of Common Stock, $.01 par value, of the Registrant ("Common
Stock") being registered hereby are comprised of 100,000 shares which may
become issuable pursuant to a Stock Option Agreement dated May 19, 1997
between the Registrant and F. Philip Handy (the "Agreement").
(2) The maximum offering price per share is based upon the exercise price set
forth in the Agreement.
================================================================================
<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 (file number 1-9684) 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 its fiscal year ended
December 30, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for its fiscal
quarters ended March 31, June 30, and September 29, 1997.
(c) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on July 20, 1989
including any amendment or report filed for the purpose of updating such
description.
All reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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
--------------------------------------
Not Applicable.
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
II-1
<PAGE>
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 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
II-2
<PAGE>
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.
Item 7. Exemption from Registration
---------------------------
Not Applicable.
II-3
<PAGE>
Item 8. Exhibits
--------
The following is a list of exhibits filed as part of this Registration
Statement. Items marked with an asterisk are filed herewith. Where so indicated,
exhibits which were previously filed are incorporated by reference.
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
4.1 Restated Certificate of Incorporation of the Company, as amended, is hereby incorporated by reference
to an exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-1, dated October 6,
1987, Registration No. 33-16795.
4.2 Certificate of Amendment of Restated Certificate of Incorporation of the Company, is hereby
incorporated by reference to an exhibit to the Company's Registration Statement on Form S-1 dated
October 14, 1989, Registration No. 33-30089.
4.3 By-laws of the Company, as amended, are hereby incorporated by reference to an exhibit to the Company's
Registration Statement on Form S-1 dated August 27, 1987, Registration No. 33-16795.
4.4 Second Amended and Restated Credit Amendment dated as of June 27, 1997 among Chart House, Inc., as
borrower, the Company and Big Wave, Inc., as guarantors, and BancBoston, N.A., as agent, and Sumitomo
Bank of California, as security agent, is hereby incorporated by reference to Exhibit 10.1(1) to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997.
* 4.5 Stock Option Agreement dated May 19, 1997
* 5 Opinion of Richard D. Tipton, General Counsel to the Company
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Richard D. Tipton, General Counsel to the Company
(included in Exhibit 5)
*24 Power of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
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, as amended (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
II-4
<PAGE>
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement; and 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; 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.
(c) 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 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
II-5
<PAGE>
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.
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 January 27, 1998.
CHART HOUSE ENTERPRISES, INC., a
Delaware corporation
By: /s/ F. PHILIP HANDY
-------------------------------------
F. Philip Handy
Acting Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints F.
Philip Handy, Richard D. Tipton and James C. Wendler 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.
II-6
<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/ F. PHILIP HANDY
- --------------------------------
F. Philip Handy Acting Chief Executive Officer, January 27, 1998
(Principal Executive Officer);
Director
/s/ JAMES C. WENDLER
- -------------------------------
James C. Wendler Vice President - Finance and Chief January 27, 1998
Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ WILLIAM M. DIEFENDERFER III
- -------------------------------
William M. Diefenderfer III Director January 15, 1998
/s/ WILLIAM E. MAYER
- -------------------------------
William E. Mayer Director January 27, 1998
/s/ ARTHUR J. NAGLE
- -------------------------------
Arthur J. Nagle Director January 27, 1998
/s/ SAMUEL ZELL
- -------------------------------
Samuel Zell Director January 27, 1998
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<C> <S>
4.1 Restated Certificate of Incorporation of the Company, as amended, is hereby incorporated by reference
to an exhibit to Amendment No. 1 to the Company's Registration Statement on Form S-1, dated October 6,
1987, Registration No. 33-16795.
4.2 Certificate of Amendment of Restated Certificate of Incorporation of the Company, is hereby
incorporated by reference to an exhibit to the Company's Registration Statement on Form S-1 dated
October 14, 1989, Registration No. 33-30089.
4.3 By-laws of the Company, as amended, are hereby incorporated by reference to an exhibit to the Company's
Registration Statement on Form S-1 dated August 27, 1987, Registration No. 33-16795.
4.4 Second Amended and Restated Credit Amendment dated as of June 27, 1997 among Chart House, Inc., as
borrower, the Company and Big Wave, Inc., as guarantors, and BancBoston, N.A., as agent, and Sumitomo
Bank of California, as security agent, is hereby incorporated by reference to Exhibit 10.1(1) to the
Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1997.
* 4.5 Stock Option Agreement dated May 19, 1997
* 5 Opinion of Richard D. Tipton, General Counsel to the Company
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Richard D. Tipton, General Counsel to the Company
(included in Exhibit 5)
*24 Power of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
Items marked with an asterisk are filed herewith.
II-8
<PAGE>
EXHIBIT 4.5
CHART HOUSE ENTERPRISES, INC.
STOCK OPTION AGREEMENT
This Agreement is made as of the 19th day of May, 1997, by and between
CHART HOUSE ENTERPRISES, INC., a Delaware corporation (the "Company"), and F.
PHILIP HANDY (the "Optionee").
1. Grant of Option. The Company hereby grants to the Optionee the
---------------
right and option to purchase from the Company all or any part of an aggregate of
100,000 shares (the "Shares") of the Company's common stock, par value $.01 per
share ("Common Stock"), at the purchase price of $6.75 per share, on the terms
and conditions set forth herein (the "Option"). The Option is granted pursuant
to resolutions adopted by the Board of Directors of the Company at its meeting
held on May 19, 1997, and is granted separate and apart from the Company's
existing stock option plans. The Option is not intended to be, and will not be
treated as, an incentive stock option within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended. The number of shares with respect to
which this Option is exercisable, and the purchase price with respect to each
share to be acquired pursuant to the exercise of the Option, each are subject to
adjustment under certain circumstances, as more fully set forth in Section 7
hereof. The term "Common Stock" as used herein shall include any other class of
stock or other securities resulting from such adjustment.
2. Expiration of Option. The Option, to the extent that it has not
--------------------
previously been exercised, shall expire at 11:59 p.m. on May 19, 2007, being ten
(10) years from the date of grant of this Option, except that the term of this
Option is subject to earlier termination pursuant to Section 11 of this
Agreement.
3. Exercise of Option. Except as provided below in this section, the
------------------
Option may not be exercised during the first six (6) months after its grant. On
November 19, 1997, six (6) months after the Option grant, or upon stockholder
approval in accordance with Section 11 below, whichever occurs later, the Option
shall become exercisable as to one hundred percent (100%) of the total number of
Shares subject thereto.
Notwithstanding the foregoing, if during the term of the Option a
"Change of Control" of the Company occurs, the Board of Directors may provide
for the acceleration of the right to exercise the Option prior to the
anticipated effective date of any such transaction. For purposes of this
Agreement, the term "Change in Control" shall be deemed to have occurred if (i)
the percentage of the voting stock of the Company owned by one or more persons
("person" as that term is defined for purposes of Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended) or entities becomes more than
fifty percent (50%) of the outstanding shares of Common Stock (determined on the
basis of all outstanding stock of the Company and not just with regard to a
percentage increase of such persons or entities over their prior interest),
whether such increase occurs by way of a merger, consolidation, redemption,
direct transfer, or sale of stock or otherwise, (ii) as a result of or in
connection with any tender or exchange offer, any
<PAGE>
contested election of directors or any combination thereof, the persons who were
directors of the Company immediately before such tender or exchange offer,
contested election or any combination thereof cease to constitute a majority of
the Board, (iii) the stockholders of the Company approve a plan of complete
liquidation of the Company, or (iv) the stockholders of the Company approve an
agreement for the sale or disposition of all or substantially all of the assets
of the Company.
Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because fifty percent (50%) or more of the combined voting power
of the Company's then outstanding securities is acquired by (A) a trustee or
other fiduciary holding securities under one or more employee benefit plans
maintained by the Company or any of its Subsidiaries or (B) any company which,
immediately prior to such acquisition, is owned directly or indirectly by the
stockholders of the Company in the same proportion as their ownership of stock
in the Company immediately prior to such acquisition.
Notwithstanding anything to the contrary set forth in this definition,
if a transaction that would otherwise create or result in a "Change in Control"
of the Company pursuant to subsection (ii) above is approved by the affirmative
vote of not less than two thirds of the members of the Board, who are members of
the Board immediately prior to such transaction, then no Change in Control of
the Company shall be deemed to have occurred for the purposes of this Agreement.
In the event of the termination of Board service for any reason other
than death or permanent and total disability, the Optionee shall have three (3)
months after the effective date of termination within which to exercise the
Option to the extent it has become exercisable on or before the date of
termination, and the unvested portion of the Option shall terminate on the date
of termination of board service.
In the event of the death or permanent and total disability of the
Optionee, the Option shall terminate as to any unvested portion thereof and the
Optionee, or the Optionee's heir(s) or legal representative(s), as the case may
be, shall have one (1) year from the date of the Optionee's death, or the date
of permanent and total disability, within which to exercise that portion of the
Option, if any, that has vested on or before the date of death or the date of
permanent and total disability, as the case may be.
4. Option Exercise Procedures. Each exercise of the Option shall be
--------------------------
by means of a written notice of exercise delivered to the Secretary of the
Company at its principal executive office, specifying the number of Shares to be
purchased and accompanied by payment in cash or by certified or cashier's check
payable to the order of the Company of the full purchase price of the Shares to
be purchased or in whole or in part by the surrender to the Company of shares of
previously acquired Common Stock which shall be valued at the fair market value
on the date this Option is exercised. For purposes of this Agreement, "fair
market value" of stock means, as of any given date, (a) the closing sale price
of a share of the Company's Common Stock on the principal exchange on which
shares of Common Stock are then trading, if any, on such date, or if shares are
not traded on such date, then on the closest preceding date on which a
-2-
<PAGE>
trade occurred, or (ii) if the Company's Common Stock is not traded on an
exchange, the mean between the closing representative bid and asked prices for
the Common Stock on such date as reported by NASDAQ, or, if NASDAQ is not then
in existence, by its successor quotation system, or (iii) if the Company's
Common Stock is not publicly traded, the fair market value as determined by the
Company's Compensation Committee of the Board of Directors acting in good faith
and considering all relevant and available information and data. Upon receipt
of the notice and purchase price in proper form, and of a written unqualified
representation and warranty of the Optionee to the effect that the Optionee is
acquiring the Shares specified in the notice for his own account for investment
and not with a view to, or for sale in connection with, the distribution of any
Shares, and not for resale or redistribution, in a form approved by the Company,
the Company shall make immediate delivery of the Shares issuable to the Optionee
provided that, if any law or regulation requires the Company to take any action
with respect to the Shares specified in the notice before issuance thereof, then
the date of delivery of the Shares shall be extended for the period required by
the Company to take the action.
5. Investment Representation. By accepting this Option, the Optionee
-------------------------
represents and warrants that none of the Shares purchased upon exercise of the
Option will be distributed in violation of the applicable federal and state laws
and regulations, and the Optionee shall furnish evidence satisfactory to the
Company (including a written and signed representation letter and a consent to
be bound by all transfer restrictions imposed by applicable law, legend
condition, or otherwise) to that effect, prior to delivery of the purchased
Shares.
6. Acknowledgments by Optionee. The Optionee acknowledges that:
---------------------------
(a) The issuance of Shares pursuant to the exercise of the Option,
and any resale of the Shares, may only be effected in compliance with applicable
state and federal laws and regulations;
(b) The Optionee is not entitled to any rights as a stockholder
with respect to any Shares issuable hereunder until the Optionee becomes a
stockholder of record;
(c) Upon termination of the Optionee's board service, including
death or permanent and total disability, this Option terminates, subject to
exercise under certain circumstances within a limited period of time, as
provided in Section 3 above; and
(d) The Shares subject hereto may be adjusted in the event of
certain changes in the capital structure of the Company, as provided in Section
7 below.
7. Adjustments. In the event that each of the outstanding shares of
-----------
Common Stock of the Company are hereafter changed into or exchanged for cash or
a different number or kind of shares of stock or other securities of the Company
or another corporation by reason of a reorganization, merger, consolidation,
recapitalization, reclassification, stock split-up, stock dividend or
combination of shares, then for each share of Common Stock of the Company
subject to this Agreement there shall be substituted and exchanged therefor the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock of the Company shall be so changed or
exchanged to the end that the proportionate interest of the holder of the
-3-
<PAGE>
Option shall, to the extent practicable, be maintained as before the occurrence
of such event. Such adjustment in the outstanding Option shall be made without
change in the total price applicable to the unexercised portion of the Option
but with a corresponding adjustment in the exercise price per Share.
8. Restriction on Disposition. The Option may not be sold, pledged,
--------------------------
assigned or transferred in any manner otherwise than by will or the laws of
descent or distribution, and may be exercised during the lifetime of the
Optionee only by the Optionee. Any attempt to transfer the Option or any
interest therein by assignment, pledge, hypothecation or otherwise, except as
herein provided, or the levy of any execution, attachment, or similar process
upon the Option, shall be null and void and without effect. The Shares issued
upon exercise of the Option will not be registered under the Securities Act of
1933, as amended (the "Act") in reliance upon the investment representation of
the Optionee and no interest in the Shares may be transferred except in
conformity to the provisions of the Act and the rules and regulations
promulgated thereunder.
9. Restrictive Legend on Stock Certificates Issued upon Exercise of
----------------------------------------------------------------
the Option. A copy of this Agreement shall be filed with the Secretary of the
- ----------
Company. The Company will cause (or instruct the Transfer Agent for its shares
to cause) the following restrictive legend to be imprinted upon all stock
certificates issued to the Optionee upon exercise of the Option:
"The shares represented by this certificate were issued as provided in
a Stock Option Agreement dated May 19, 1997, by and between the holder
of this certificate and Chart House Enterprises, Inc. and are subject
to the restrictions on transfer contained therein and in an investment
representation executed by the holder of this certificate. Copies of
the Agreement and of the investment representation are on file in the
office of the Secretary of Chart House Enterprises, Inc."
10. Date of Grant. The date of grant of the Option is the date of
-------------
this Agreement.
11. Stockholder Approval. Notwithstanding any provision of this
--------------------
Agreement to the contrary, the Option shall not be exercisable prior to the time
when this Agreement is approved by the stockholders of the Company representing
a majority of the votes cast at a stockholders meeting so long as the holders of
a majority of the outstanding shares vote at the meeting. This Agreement will
be submitted for the approval of the Company's stockholders not later than the
Company's next annual meeting of stockholders. If this Agreement is not
approved by the stockholders on or before December 31, 1998, this Option shall
be canceled and become null and void.
12. No Right to Continue as Director. Nothing contained in this
--------------------------------
Agreement will confer upon Optionee any right to continue as a member of the
Board of Directors or affect
-4-
<PAGE>
the right of the Company, the Board of Directors or the stockholders to
terminate the directorship of Optionee at any time with or without cause.
13. Tax Withholding. The Company shall be entitled to require
---------------
payment in cash of any sums required by federal, state or local tax law to be
withheld with respect to the exercise of the Option.
14. Securities Laws Requirements. This Option and the issuance and
----------------------------
delivery of shares of Common Stock upon exercise of the Option are subject to
compliance with all applicable federal and state laws, rules and regulations
(including, but not limited to, state and federal securities laws and federal
margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be
necessary or advisable in connection therewith. The Company shall be under no
obligation to register any of the Shares covered by this Option with the
Securities and Exchange Commission.
15. Headings. The section headings are contained herein for
--------
convenience only and are not to serve as a basis for interpretation or
construction of this Agreement.
16. Governing Law. This Agreement shall be governed by and construed
-------------
in accordance with the laws of the State of Delaware.
17. Complete Agreement. This Agreement comprises the entire
------------------
understanding between the parties and may not be modified or terminated orally.
This Agreement has been executed as of the day and year first set
forth above.
CHART HOUSE ENTERPRISES, INC.
By: /s/ RICHARD D. TIPTON
----------------------------------
Name: Richard D. Tipton
Its: Vice President
OPTIONEE:
By: /s/ F. PHILIP HANDY
----------------------------------
F. Philip Handy
-5-
<PAGE>
EXHIBIT 5
[LOGO OF CHART HOUSE]
February 9, 1998
Chart House Enterprises, Inc.
115 S. Acacia Avenue
Solana Beach, CA 92075
Re: 100,000 shares of Common Stock
------------------------------
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Chart House Enterprises, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of 100,000 shares of Common Stock, $.01 par value, of the Company
(the "Registered Common Stock"), to be issued pursuant to the Stock Option
Agreement dated May 19, 1997 between the Company and F. Philip Handy (the
"Agreement").
I am Vice President -- Legal Affairs and General Counsel of the Company and
I am familiar with the proceedings to date with respect to the proposed issuance
of the Registered Common Stock pursuant to the Agreement and have examined such
records, documents and questions of law, and satisfied myself as to such matters
of fact, as I have considered relevant and necessary as a basis for this
opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. Each share of the Registered Common Stock which is newly issued
pursuant to the Agreement will constitute a share of Common Stock of the Company
which has been duly authorized and validly issued and is fully paid and non-
assessable when (i) the Registration Statement shall have become effective under
the Securities Act and (ii) a certificate representing such share shall have
been duly executed, countersigned and registered and duly delivered upon payment
of the agreed consideration therefor (not less than the par value thereof)
determined in accordance with the terms of the Agreement.
<PAGE>
February 9, 1998
Page Two
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ RICHARD D. TIPTON
Richard D. Tipton
Vice President - Legal Affairs
and General Counsel
<PAGE>
[LOGO OF ARTHUR ANDERSEN LLP]
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement Form S-3 of our report dated January
28, 1997 incorporated by reference in Chart House Enterprises Inc.'s Form 10-K
for the year ended December 30, 1996 and to all references to our Firm included
in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
San Diego, California
February 9, 1998
