SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ADVANTICA RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3487402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
203 EAST MAIN STREET, SPARTANBURG, SC 29319
(Address of Principal Executive Offices) (Zip Code)
ADVANTICA RESTAURANT GROUP STOCK OPTION PLAN
(Full title of the plan)
ADVANTICA RESTAURANT GROUP OFFICER STOCK OPTION PLAN
(Full title of the plan)
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RHONDA J. PARISH, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ADVANTICA RESTAURANT GROUP, INC.
203 EAST MAIN STREET
SPARTANBURG, SOUTH CAROLINA 29319
(864) 597-8000
(Name, address and telephone number, including area code, of agent for service)
EXPLANATORY NOTE: This Registration Statement, as amended by this post-effective
amendment, registers the offer and sale of an aggregate of 4,888,888 shares of
Advantica Restaurant Group, Inc. $.01 par value common stock pursuant to the
Advantica Restaurant Group Stock Option Plan (the "Non-Officer Plan") and the
Advantica Restaurant Group Officer Stock Option Plan (the "Officer Plan"). This
post-effective amendment is filed pursuant to the Registrant's undertaking in
Item 9(1) of the Registration Statement filed May 19, 1998 solely to reflect
that the shares, previously registered pursuant to this Registration Statement,
may be issued pursuant to this Registration Statement under the Officer Plan (as
well as under the Non-Officer Plan) and to include such Officer Plan and related
legal opinion as exhibits hereto. Except as reflected in this Explanatory Note
and the additional exhibits filed herewith, the disclosures and other provisions
of the Registration Statement filed May 19, 1998 shall remain in full force and
effect and are not amended hereby.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
The following exhibits are filed as a part of this post-effective
amendment:
EXHIBIT NO. DESCRIPTION
*4.1 Advantica Restaurant Group Stock Option Plan (incorporated by
reference to Exhibit 10.43 to Amendment No. 1 to Advantica's
Registration Statement on Form S-1 (No. 333-45811)).
*4.2 Advantica Restaurant Group Officer Stock Option Plan
(incorporated by reference to Exhibit 10.44 to Amendment
No. 1 to Advantica's Registration Statement on Form S-1
(No. 333-45811)).
**5.1 Opinion letter of J. Scott Melton, Esq., regarding the legality
of the securities being registered (incorporated by reference to
Exhibit 5.1 to the Registration Statement on Form S-8 dated May
19, 1998).
5.2 Opinion letter of J. Scott Melton, Esq., regarding
the legality of the securities to be issued pursuant
to the Advantica Restaurant Group Officer Stock
Option Plan.
**23.1 Consent of Deloitte & Touche, LLP.
**24.1 Power of Attorney (contained on the signature page to the
Registration Statement).
* Certain of the exhibits to this Registration Statement, indicated by an
asterisk, are hereby incorporated by reference to other documents on file with
the Commission with which they are physically filed, to be part hereof as of
their respective dates.
**Previously filed
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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
post-effective amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Spartanburg, State of South Carolina, on this 7th day of July, 1998.
ADVANTICA RESTAURANT GROUP, INC.
By: /s/ Rhonda J. Parish
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Rhonda J. Parish
Executive Vice President, General Counsel
and Secretary
SIGNATURE TITLE DATE
* Director, Chairman, President July 7, 1998
- ---------------------------- and Chief Executive Officer
(James B. Adamson) (Principal Executive Officer)
* Executive Vice President and July 7, 1998
- ---------------------------- Chief Financial Officer
(Ronald B. Hutchison) (Principal Financial and
Accounting Officer)
* Director July 7, 1998
- ----------------------------
(Robert H. Allen)
* Director July 7, 1998
- ----------------------------
(Ronald E. Blaylock)
* Director July 7, 1998
- ----------------------------
(Vera King Farris)
* Director July 7, 1998
- ----------------------------
(James J. Gaffney)
* Director July 7, 1998
- ----------------------------
(Irwin N. Gold)
* Director July 7, 1998
- ----------------------------
(Robert E. Marks)
* Director July 7, 1998
- ----------------------------
(Charles F. Moran)
* Director July 7, 1998
- ----------------------------
(Elizabeth A. Sanders)
* Director July 7, 1998
- ----------------------------
(Donald R. Shepherd)
*By: /s/ Rhonda J. Parish
------------------------
(Rhonda J. Parish)
(Attorney-in-fact for each of the persons indicated)
<PAGE>
July 7, 1998
Advantica Restaurant Group, Inc.
203 East Main Street
Spartanburg, SC 29319
Ladies and Gentlemen:
As Assistant General Counsel of Advantica Restaurant Group, Inc.
("Advantica"), I am familiar with the Registration Statement filed by Advantica,
on May 19, 1998, with the Securities and Exchange Commission ("SEC") and the
post-effective amendment to such Registration Statement to be filed with the SEC
on or about July 9, 1998, with respect to the 4,888,888 shares of Advantica $.01
par value common stock issuable under the Advantica Restaurant Group Stock
Option Plan and the Advantica Restaurant Group Officer Stock Option Plan.
It is my opinion that the Advantica $.01 par value common stock so
registered with respect to such plans, when sold or issued hereafter upon the
exercise of stock options in accordance with the provisions of such plans and
upon payment of the consideration for such shares as contemplated by said plans,
will be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as Exhibit 5(a) to the
above mentioned Registration Statement.
Sincerely,
/s/ J. Scott Melton
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J. Scott Melton
Assistant General Counsel
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