As filed with the Securities and Exchange Commission
on March 8, 1996
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DAKA INTERNATIONAL, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware 04-3024178
(State of incorporation) (I.R.S. Employer
Identification No.)
One Corporate Place
55 Ferncroft Road
Danvers, MA 01923-4001
(508) 774-9115
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
DAKA INTERNATIONAL, INC. INCENTIVE STOCK OPTION PLAN FOR
EMPLOYEES AND STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(formerly plans of Champps Entertainment, Inc. and assumed,
pursuant to a merger, with respect to options issued by
Champps Entertainment, Inc. before such merger)
(Full Title of the Plan)
William H. Baumhauer
Chairman and Chief Executive Officer
DAKA International, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, Massachusetts 01923-4001
(508) 774-9115
(Name, address, including zip code, and telephone number,
including area code of agent for service)
With copies to:
Charles W. Redepenning, Jr.
DAKA International, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, Massachusetts 01923-4001
(508) 774-9115
CALCULATION OF REGISTRATION FEE
=============================================================================
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
Being Registered Registered(1) Per Share Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 86,215 $24.19 (2) $2,085,540.85 $719.15
</TABLE>
(1) Plus such additional number of shares as may be required in
the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Plan or other
similar event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under
the Securities Act of 1933, as amended (the "Securities Act"),
solely for the purposes of determining the amount of the
registration fee. The registration fee is based upon the
average of the high and low prices of DAKA's common stock, $.01
par value per share, as quoted on the Nasdaq National Market on
March 6, 1996.
<PAGE> 2
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
DAKA International, Inc. (the "Registrant" or "DAKA") hereby
incorporates by reference the documents listed in (a) through
(c) below, which have previously been filed with the Securities
and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended July 1, 1995, as amended by Form 10-K/A.
(b)(1) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995.
(2) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended December 30, 1995.
(3) The Registrant's Current Report on Form 8-K dated
March 6, 1996.
(4) The Registrant's Prospectus dated January 19, 1996, and
filed under Rule 424 (b), which was part of a Registration
Statement on Form S-4 (No. 33-65425).
(c) The description of the Registrant's common stock contained
in Registration Statement on Form 8-A dated October 11, 1988,
including any amendment or report filed for the purpose of
amending such description.
In addition, all documents subsequently filed with the
Securities and Exchange Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Act, prior
to the filing of a post-effective amendment which indicates that
all securities offered hereunder 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.
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
The Registrant is a Delaware corporation. Reference is made to
Section 145(a) and Section 145(b) of the Delaware General
Corporation Law, which enables a corporation to 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 he or she is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
A corporation may also 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 he or she 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 attorney's fees) actually
and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if he or she acted
in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and 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 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 indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.
Section 145 further provides: that a Delaware corporation is
required to indemnify a director, officer, employee or agent
against expenses (including attorney's fees) actually and
reasonably incurred by him in connection with any action, suit
or proceeding or in defense of any claim, issue or matter
therein as to which such person has been successful on the
merits or otherwise; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to
which the indemnified party may be entitled; and that
indemnification provided for by Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of such person's heirs,
executors and administrators. A Delaware corporation may
provide indemnification 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 he has met the applicable standard of conduct. Such
determination is to be made (i) by the board of directors by
vote of directors who were not party to such action, suit or
proceeding, or (ii) if such a quorum is not obtainable, or even
if obtainable, a quorum of disinterested directors so directs,
by independent legal counsel in a written opinion or (iii) by
the stockholders.
The Certificate of Incorporation and By-laws of the Registrant
provide for indemnification of directors and officers of the
Registrant to the fullest extent permitted by law, as now in
effect or later amended. The By-laws also provide that expenses
incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the
Registrant in advance of final deposition upon receipt of any
undertaking by or on behalf of such person to repay such amount
if it ultimately is determined that he is not entitled to be
indemnified by the Registrant. The By-laws further provide that
such indemnification provisions are not exclusive.
<PAGE> 4
Additionally, the Registrant's Certificate eliminates the
personal liability of the Registrant's directors to the
Registrant or the stockholders of the Registrant to the fullest
extent permitted by the provisions of Section 102 of the
Delaware General Corporation Law, as the same may be amended and
supplemented.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or
incorporated by reference as part of this Registration
Statement.
Exhibit No.
4.1 Certificate of Incorporation*
4.3 By-laws*
5.1 Opinion of Goodwin, Procter & Hoar, as to the legality of
the securities being registered.
10.1 Incentive Stock Option Plan for Employees and Stock Option
Plan for Outside Directors (formerly plans of Champps
Entertainment, Inc. ("Champps") and assumed, pursuant to a
merger effective February 21, 1996) (incorporated by
reference to Exhibits 10.9 and 10.10 of Champps' Registration
Statement on Form SB-2 (No. 33-75596C).
23.1 Consent of Independent Public Accountants, Arthur Andersen LLP.
23.2 Independent Auditors' Consent, Deloitte & Touche LLP.
23.3 Consent of Counsel, Goodwin, Procter & Hoar (included in
Exhibit 5.1 hereto).
24.1 Power of Attorney.
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; 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.
___________________________________
* Incorporated by reference from the Registrant's Registration
Statement on Form S-4 (No. 33-24819), as amended.
<PAGE> 5
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the undersigned 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; and
(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 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.
(c) 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 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 Securities 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 and
will be governed by the final adjudication of such issue.
<PAGE> 6
SIGNATURES
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 Town
of Danvers, the Commonwealth of Massachusetts, on this 21st day
of February, 1996.
DAKA INTERNATIONAL, INC.
By: *
---------------------------
William H. Baumhauer
Chairman and Chief
Executive Officer
Signature Capacity Date
* Chairman, Chief Executive February 21, 1996
- -------------------- Officer and Director
William H. Baumhauer (Principal Executive Officer)
* President and Chief February 21, 1996
- -------------------- Operating Officer
Allen R. Maxwell
* Vice President, Finance February 21, 1996
- -------------------- (Principal Financial and
Louie Psallidas Accounting Officer)
* Director February 21, 1996
- --------------------
Erline Belton
* Director February 21, 1996
- --------------------
E. L. Cox
* Director February 21, 1996
- --------------------
Dean P. Vlahos
*By: /s/Charles W. Redepenning, Jr.
------------------------------
Charles W. Redepenning, Jr.
Senior Vice President and
General Counsel, as attorney-in-fact
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Description Page
4.1 Certificate of Incorporation* -
4.3 By-laws* -
5.1 Opinion of Goodwin, Procter & Hoar, as to the
legality of the securities being registered. 8
10.1 Incentive Stock Option Plan for Employees and
Stock Option Plan for Outside Directors (formerly
plans of Champps Entertainment, Inc. ("Champps")
and assumed, pursuant to a merger effective
February 21, 1996) (incorporated by reference
to Exhibits 10.9 and 10.10 of Champps' Registration
Statement on Form SB-2 (No. 33-75596C). -
23.1 Consent of Independent Public Accountants,
Arthur Andersen LLP. 9
23.2 Independent Auditors' Consent, Deloitte &
Touche LLP. 10
23.3 Consent of Counsel, Goodwin, Procter & Hoar
(included in Exhibit 5.1 hereto). -
24.1 Power of Attorney. 11
___________________________________
* Incorporated by reference from the Registrant's Registration
Statement on Form S-4 (No. 33-24819), as amended.
<PAGE> 8
EXHIBIT 5.1
March 8, 1996
DAKA International, Inc.
One Corporate Place
55 Ferncroft Road
Danvers, Massachusetts 01923-4001
Re: DAKA International, Inc. Registration on Form S-8
Ladies and Gentlemen:
This opinion is furnished in connection with the registration
pursuant to the Securities Act of 1933, as amended (the "Act"),
of 86,215 shares (the "Shares") of DAKA International, Inc.
("DAKA") common stock, par value $.01 per share ("DAKA Common
Stock"), which may be issued pursuant to an Incentive Stock
Option Plan for Employees and a Stock Option Plan for Outside
Directors (the "Plans"). The Plans were formerly plans of
Champps Entertainment, Inc., a Minnesota corporation
("Champps"). Pursuant to an Agreement and Plan of Merger dated
October 10, 1995 (the "Merger Agreement"), by and among DAKA,
Champps and CEI Acquisition Corp., a Minnesota corporation and
wholly-owned subsidiary of DAKA ("Sub"), Sub merged with and
into Champps (the "Merger"), whereupon Champps became a
wholly-owned subsidiary of DAKA and DAKA assumed the Plans and
became obligated to issue shares of DAKA Common Stock to holders
of options granted under the Plans.
We have acted as counsel to the Company in connection with the
registration of the Shares under the Act. We have examined the
Plans; the Merger Agreement; the Articles of Merger pursuant to
which the Merger was effected and certain related documents; the
Certificate of Incorporation and the By-laws of the Company,
each as amended to date; such records of the corporate
proceedings of the Company as we deemed material; and such other
certificates, receipts, records and documents as we considered
necessary for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any
jurisdictions other than the laws of the United States of
America and the Commonwealth of Massachusetts and the general
corporation laws of the State of Delaware.
Based upon the foregoing, we are of the opinion that upon the
issuance and delivery of the Shares in accordance with terms of
the Registration Statement and the Plans, the Shares will be
legally issued, fully paid and non-assessable shares of DAKA
Common Stock.
The foregoing assumes that all requisite steps will be taken to
comply with the requirements of the Act and applicable
requirements of state laws regulating the offer and sale of
securities.
We hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and to the use of our
name therein.
Very truly yours,
GOODWIN, PROCTER & HOAR
<PAGE> 9
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 pertaining to DAKA
International, Inc. Incentive Stock Option Plan for Employees and Stock Option
Plan for Outside Directors of our report dated January 27, 1995, included in
DAKA International, Inc.'s Current Report on Form 8-K dated March 6, 1996 and
DAKA International, Inc.'s Registration Statement on Form S-4 dated
January 19, 1996.
/s/Arthur Andersen LLP
Minneapolis, Minnesota,
March 8, 1996
<PAGE> 10
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of DAKA International, Inc. on Form S-8 of our report dated August 29, 1995,
appearing in the Annual Report on Form 10-K, as amended by Form 10-K/A of
DAKA International, Inc. for the year ended July 1, 1995.
/s/Deloitte & Touche LLP
Boston, Massachusetts
March 8, 1996
<PAGE> 11
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of William H.
Baumhauer, Charles W. Redepenning, Jr. and Louie Psallidas,
acting together or singularly, his true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and
all capacities, (i) to sign a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the shares issuable pursuant to options
granted by Champps Entertainment, Inc. and assumed by DAKA
International, Inc. pursuant to the Agreement and Plan of Merger
dated as of October 10, 1995 and (ii) to sign any and all
amendments (including post-effective amendments) to such
Registration Statement, and (iii) to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission under the Securities
Act. The undersigned hereby ratifies and confirms all that such
attorney-in-fact or his substitute may lawfully do or cause to
be done by virtue hereof.
Signature Capacity Date
/s/William H. Baumhauer Chairman, Chief Executive February 21, 1996
- ----------------------- Officer and Director
William H. Baumhauer (Principal Executive Officer)
/s/Allen R. Maxwell President and Chief February 21, 1996
- ----------------------- Operating Officer
Allen R. Maxwell
/s/Louie Psallidas Vice President, Finance February 21, 1996
- ----------------------- (Principal Financial and
Louie Psallidas Accounting Officer)
/s/Erline Belton Director February 21, 1996
- -----------------------
Erline Belton
/s/E. L. Cox Director February 21, 1996
- -----------------------
E. L. Cox
/s/Dean P. Vlahos Director February 21, 1996
- -----------------------
Dean P. Vlahos
