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Registration Statement No. 333-3225
Filed pursuant to Rule 424(b)(3)
240,000 SHARES
O'CHARLEY'S INC.
COMMON STOCK
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All of the 240,000 shares (the "Shares") of Common Stock, no par value
per share (the "Common Stock"), of O'Charley's Inc. (the "Company") offered
hereby are being offered by certain shareholders of the Company (the "Selling
Shareholders"). See "Selling Shareholders." The Company will not receive any
proceeds from the sale of the Common Stock offered hereby.
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co. or others in privately
negotiated transactions for the account of each of the Selling Shareholders or
others at prices at or near the market price or in other privately negotiated
transactions. See "Plan of Distribution."
The Company has agreed to bear all expenses (other than selling
commissions relating to the Shares) in connection with the registration and sale
of the Shares being registered hereby. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities and the Selling Shareholders
have agreed to indemnify the Company against certain liabilities in connection
with this offering, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Plan of Distribution."
The Common Stock is traded on The Nasdaq Stock Market's National Market
(the "Nasdaq National Market") under the symbol "CHUX." The last reported sale
price per share of the Common Stock on the Nasdaq National Market on
May 13, 1996 was $14.00.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the Common Stock to which it relates.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities offered hereby in any jurisdiction in which it is
not lawful or to any person to whom it is not lawful to make any such offer or
solicitation.
The date of this Prospectus is May 14, 1996.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form S-3 under the
Securities Act with respect to the Shares of Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits thereto. Certain items are omitted in accordance with
the rules and regulations of the Commission. Statements contained in this
Prospectus concerning the provisions or contents of any contract or other
document referred to herein are not necessarily complete. With respect to each
such contract or agreement or document, reference is made to such document for a
more complete description, and each such statement is deemed to be qualified in
all respects by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files proxy statements, reports, and other information
with the Commission. Such proxy statements, reports, and other information may
be inspected and copied at prescribed rates at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices located
at Seven World Trade Center, New York, New York 10048 and Northwestern Atrium
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. The Common
Stock is listed on the Nasdaq National Market, and such proxy statements,
reports, and other information may be inspected at the offices of the National
Association of Securities Dealers, Inc., Corporate Financing Department, 9513
Key West Avenue, 3rd Floor, Rockville, Maryland 20850.
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THE COMPANY
The Company operates and franchises casual dining, full service
restaurants under the O'Charley's name. The Company's strategy is to compete in
both the casual adult and family dining market segments by featuring:
- a broad menu selection, including prime rib, steaks, poultry,
fresh seafood, salads, sandwiches and pasta, that is intended
to appeal to a wide range of consumer tastes;
- an emphasis on customer service that results from a
comprehensive training program and close supervision of
restaurant operations;
- moderate, value-oriented menu pricing that is designed to
attract customers of various income levels; and
- high food quality that is consistently maintained through the
operation of a centralized commissary that purchases,
processes and distributes most food products used in the
restaurants.
At April 21, 1996, the Company operated 66 O'Charley's restaurants in
Alabama, Florida, Georgia, Indiana, Kentucky, Mississippi, North Carolina, Ohio
and Tennessee and had 1 franchised O'Charley's restaurant in South Carolina. The
Company plans to expand in the near term primarily through the development of
additional Company-owned restaurants, clustered in or near its existing markets
and in selected metropolitan areas in the South and Midwest. Seven to nine
additional O'Charley's restaurants are expected to open during the remainder of
1996.
The Company's principal executive offices are located at 3038 Sidco
Drive, Nashville, Tennessee 37204. The Company's telephone number at that
address is (615) 256-8500.
RECENT DEVELOPMENTS
On May 8, 1996, the Company released selected financial results for
the quarter ended April 21, 1996. For the quarter ended April 21, 1996,
revenues increased 12.5% to $47.1 million, compared to $41.9 million for the
quarter ended April 16, 1995. Restaurant sales increased 20% for the first
quarter to $46.4 million from $38.6 million for the same quarter a year ago.
Net earnings for the quarter were $1.6 million, or $0.19 per share. For the
first quarter of 1995, the Company had net income of $1.2 million, or $0.15 per
share, after restatement to reflect the combined operations of Shoex, Inc.,
which is accounted for as a pooling of interests. Same store sales (sales for
restaurants open throughout both quarters under comparison) for the first
quarter of fiscal 1996 decreased 0.8% compared to a 3.4% increase in the first
quarter of fiscal 1995. For the first quarter of fiscal 1996, restaurant
operating margin (defined as restaurant sales less cost of restaurant sales,
expressed as a percentage of restaurant sales) was 17.9% compared to 18.2% for
the first quarter of fiscal 1995. Restaurant sales, same store sales and
restaurant operating margin in the first quarter of fiscal 1996 were adversely
affected by the impact of the extreme winter storms in the Midwest and
Southeast during January and February.
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SELLING SHAREHOLDERS
The following table sets forth information provided to the Company by
the Selling Shareholders with respect to the beneficial ownership of Common
Stock by the Selling Shareholders as of April 25, 1996 and as adjusted to
reflect the sale of the Shares offered hereby (assuming that all of the Shares
offered hereby will be sold).
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned to be sold Owned
Prior to the Offering in the Offering After the Offering
------------------------------------- --------------- --------------------------------
Number Percent(1) Number Percent(1)
--------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C>
R. Wayne Browning 199,999 2.6 120,000 79,999 1.0
Mike Martin 199,999 2.6 120,000 79,999 1.0
</TABLE>
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(1) Based on a total of 7,773,264 shares issued and outstanding on March 15,
1996.
Each of the Selling Shareholders is a former shareholder of Shoex, Inc., a
Tennessee corporation and former franchisee of the Company ("Shoex"). The
Company obtained all of the outstanding shares of Shoex capital stock in January
1996 in connection with the merger of Shoex with and into the Company. The
transaction was accounted for as a pooling of interests. In connection with the
issuance of such Shares, the Selling Shareholders received the right to request
the Company to register the Shares offered hereby. See "Plan of Distribution."
R. Wayne Browning, one of the Selling Shareholders, is an employee of the
Company.
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PLAN OF DISTRIBUTION
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co. or others, in privately
negotiated transactions for the account of each of the Selling Shareholders or
others, at prices at or near the market price or in other privately negotiated
transactions. Ordinary brokerage commissions will be paid in connection with
brokerage transactions.
In connection with the merger of Shoex with and into the Company, the
Selling Shareholders received the right to request the registration of the
Shares offered hereby pursuant to a Registration Rights Agreement, dated January
5, 1996 (the "Registration Rights Agreement"). The Company has agreed to pay the
expenses of this offering, but the Selling Shareholders will be responsible for
all brokerage commissions and any other selling commissions and stock transfer
taxes, if any. Expenses to be paid by the Company are estimated to be $7,000.
The Company has agreed to maintain the effectiveness of the Registration
Statement covering the Shares for a period of 45 days following the date hereof.
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities in connection with this offering, including liabilities under the
Securities Act.
The Selling Shareholders and any brokers or other persons who participate
in the sale of the Shares may be deemed to be "underwriters" within the meaning
of Section 2(11) of the Securities Act, and any commissions received by such
brokers or other persons, and any profits on the resale of the Shares, may be
deemed to be underwriting commissions or discounts.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Bass, Berry & Sims PLC, Nashville, Tennessee.
EXPERTS
The financial statements of O'Charley's Inc. as of December 31, 1995 and
December 25, 1994, and for each of the years in the three-year period ended
December 31, 1995, have been incorporated by reference herein by reference to
the Company's Annual Report on Form 10-K in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon authority of said firm as experts in accounting and
auditing.
The financial statements of Shoex, Inc. as of December 31, 1995 and
December 25, 1994, and for each of the years in the three-year period ended
December 31, 1995, have been incorporated by reference herein by reference to
the Company's Current Report on Form 8-K/A, dated March 19, 1996, in reliance
upon the report of KPMG Peat Marwick LLP, independent certified certified
public accountants, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed by the Company
with the Commission are hereby incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(ii) The Company's Current Report on Form 8-K, dated January
5, 1996, as amended on Form 8-K/A, dated March 19, 1996; and
(iii) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A, including all
amendments and reports filed for the purpose of updating such
description prior to the termination of the offering.
All reports and other documents filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of the offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus. Subject to the foregoing, all information appearing in this
Prospectus is qualified in its entirety by the information appearing in the
documents incorporated herein by reference.
The Company undertakes to provide, without charge, to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any document incorporated by
reference herein (not including exhibits to those documents unless such exhibits
are specifically incorporated by reference into the information incorporated
into this Prospectus). Requests for such documents should be directed to A. Chad
Fitzhugh, Secretary, O'Charley's Inc., 3038 Sidco Drive, Nashville, Tennessee
37204, telephone number (615) 256-8500.
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