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As filed with the Securities and Exchange Commission on September 1, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Chart House Enterprises, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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33-0147725
Delaware (IRS Employer
Identification No.)
(State or Other Jurisdiction of
Incorporation or Organization) 60610
(Zip Code)
640 N. LaSalle, Suite 295, Chicago, IL
(Address of Principal Executive
Offices)
Chart House Enterprises, Inc.
2000 Nonemployee Director Equity Compensation Plan
(Full Title of the Plan)
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LAURA MONDROWSKI
Vice President--Corporate Counsel, and Secretary
Chart House Enterprises, Inc.
640 N. LaSalle, Suite 295
Chicago, IL 60610
(312) 266-1100
(Name, Address and Telephone number, Including Area Code, of Agent for Service)
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Copies to:
PETER C. MILLER, ESQ.
Ameena Y. Majid, Esq.
Seyfarth Shaw
55 East Monroe Street
Chicago, IL 60603
(312) 346-8000
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to be to be Offering Price Aggregate registration
Registered Registered Per unit Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share........ 400,000 shares(/1/) $5.718(/2/) $2,287,200(/3/) $603.90(/2/)
</TABLE>
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
(2) Estimated solely for purposes of calculating the registration fee, and
pursuant to Rule 457(c) under the Securities Act, the proposed maximum
offering price per unit and the registration fee are based on the reported
average of the high and low sales prices of the Company's Common Stock as
reported on the New York Stock Exchange on August 28, 2000. Pursuant to
Rule 457(h)(2) under the Securities Act, no separate fee is required with
respect to the interests in the Plan covered by this Registration
Statement.
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PART 1
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act, as amended, and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Chart House Enterprises, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
(a) The Annual Report on Form 10-K of the Company (File No. 001-09684)
for the fiscal year ended December 27, 1999, filed with the Commission on
March 24, 2000;
(b) The Quarterly Report on Form 10-Q of the Company (File No. 001-
09684) for the fiscal quarter ended March 27, 2000, filed with the
Commission on May 11, 2000 pursuant to Sections 13(a) and 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act"); and
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on July 20,
1989, including any amendment or report filed or report filed for the
purpose of updating such description.
In addition, all documents and other reports filed by the Company or the
Chart House Enterprises, Inc. 2000 Nonemployee Director Equity Compensation
Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act that are filed subsequent to the date hereof and prior to the
filing of a post-effective amendment that 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 respective date of filing of each
such document (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Company, as amended, (the
"Certificate of Incorporation") 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 (the "DGCL") (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 DGCL is 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 DGCL, as so amended. The
Certificate of Incorporation also
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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.
Section 145 of the DGCL generally permits the Company to indemnify a
director or officer of the Company in pending or completed actions, suits or
other proceedings (other than an action by or in the right of the Company)
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 Company and (ii) with respect to any criminal action or
proceeding, if such person had no reasonable cause to believe such conduct was
unlawful. In addition, in an action by or in the right of the Company to
procure a judgment in its favor, Section 145 generally permits indemnification
for expenses (including attorneys' fees) actually and reasonably incurred by
directors or officers in connection with their defense or settlement if the
director or officer was not adjudged liable and acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the Company. However, in such circumstance, if the director or
officer is adjudged to be liable to the Company, indemnification may be
permitted by court order. Indemnification (other than court-ordered
indemnification) is determined by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum or
(ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
The Bylaws of the Company (the "Bylaws") 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 Claimed.
Not applicable.
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Item 8. Exhibits.
<TABLE>
<CAPTION>
No: Exhibit:
--- --------
<C> <S>
4.1 Restated Certificate of Incorporation of the Company (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 (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 Certificate of Amendment of Certificate of Incorporation of the Company
dated May 6, 1998 (incorporated by reference to Exhibit 4.3 to Amendment
No. 2 to the Company's Registration Statement on Form S-3, dated May 29,
1998 (Registration No. 333-45009)).
4.4 Amended and Restated Bylaws of the Company (incorporated by reference to
Exhibit 4.4 to Amendment No. 2 to the Company's Registration Statement on
Form S-3, dated May 29, 1998 (Registration No. 333-45009)).
4.5 Chart House Enterprises, Inc. 2000 Nonemployee Director Equity
Compensation Plan (incorporated by reference to Exhibit A to the
Company's Definitive Proxy Statement, filed April 6, 2000).
23.1 Consent of Accountants
24 Power of Attorney
</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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in 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 Securities
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 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
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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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
Chart House Enterprises, Inc. 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 Chicago, Illinois on August 31,
2000.
Chart House Enterprises, Inc.
(Registrant)
/s/ Thomas J. Walters
By:__________________________________
Thomas J. Walters
President and Chief Executive
Officer
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 dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Chief Executive August 31, 2000
______________________________________ Officer and Director
Thomas J. Walters (Principal Executive
Officer)
* Chief Financial Officer August 31, 2000
______________________________________ (Principal Financial and
William M. Sullivan Accounting Officer)
* Director August 31, 2000
______________________________________
Barbara R. Allen
* Director August 31, 2000
______________________________________
Linda Walker Bynoe
* Director August 31, 2000
______________________________________
William M. Diefenderfer III
</TABLE>
* Laura Mondrowski, by signing her name hereto, does sign this document on
behalf of the persons indicated above pursuant to powers of attorney duly
executed by such persons that are filed herewith as Exhibit 24.
/s/ Laura Mondrowski
By:__________________________________
Laura Mondrowski
Attorney-in-Fact
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Chicago, Illinois on August 31, 2000.
CHART HOUSE ENTERPRISES, INC.
2000 NONEMPLOYEE DIRECTOR
COMPENSATION PLAN
(Plan)
/s/ Laura Mondrowski
By___________________________________
Laura Mondrowski
Vice President--Corporate Counsel,
and Secretary
8
