<PAGE> 1
As filed with the Securities and Exchange Commission on June 12, 1996
File No. 333-3225
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Post Effective
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
O'CHARLEY'S INC.
(Exact name of registrant as specified in its charter)
TENNESSEE 62-1192475
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
3038 SIDCO DRIVE, NASHVILLE, TENNESSEE 37204
(615) 256-8500
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
GREGORY L. BURNS
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
3038 SIDCO DRIVE, NASHVILLE, TENNESSEE 37204
(615) 256-8500
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies of communications to:
J. PAGE DAVIDSON
BASS, BERRY & SIMS PLC
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /______________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement number for the same offering. / /______________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT ON FORM S-3 (REG. NO. 333-3225)
O'CHARLEY'S INC.
Report of Results and Deregistration
This Registration Statement on Form S-3 (Registration No. 333-3225), as
amended to date (the "Registration Statement"), registered 240,000 shares of
Common Stock, no par value per share (the "Shares"), of O'Charley's Inc. (the
"Company"). The Shares were sold in brokerage transactions at prevailing
market prices through J.C. Bradford & Co., in privately negotiated transactions
for the account of the Selling Shareholders at prices at or near the market
price or in other privately negotiated transactions.
A total of 206,750 Shares were sold pursuant to the Registration
Statement. Accordingly, pursuant to Rule 478(a) promulgated under the
Securities Act of 1933, as amended, and undertaking (3) contained in Part II of
the Registration Statement, the Company hereby deregisters the 33,250 Shares
registered under the Registration Statement which were not sold in the
offering.
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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of Nashville, State of Tennessee, on this 12th day of
June, 1996.
O'CHARLEY'S INC.
By: /s/ Gregory L. Burns
-----------------------------------------
Gregory L. Burns, Chief Executive Officer
and Chief Financial 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 Capacity Date
- ------------------------------------------- ------------------------------------ -----------------------
<S> <C> <C>
/s/ Gregory L. Burns Chief Executive Officer, Chief June 12, 1996
- ------------------------------------- Financial Officer, and Co-
Gregory L. Burns Chairman of the Board
* President, Chief Operating June 12, 1996
- ------------------------------------- Officer and Co-Chairman of the
Charles F. McWhorter, Jr. Board
* Director June 12, 1996
- -------------------------------------
John W. Stokes, Jr.
* Director June 12, 1996
- -------------------------------------
Richard Reiss, Jr.
* Director June 12, 1996
- -------------------------------------
G. Nicholas Spiva
* Director June 12, 1996
- -------------------------------------
H. Steve Tidwell
</TABLE>
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<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------------------------- ------------------------------------ -----------------------
<S> <C> <C>
*
- -------------------------------------
C. Warren Neel Director June 12, 1996
* Director June 12, 1996
- -------------------------------------
Samuel H. Howard
* Director June 12, 1996
- -------------------------------------
Shirley A. Zeitlin
*By: /s/ Gregory L. Burns
- -------------------------------------
Gregory L. Burns, Attorney-in-fact
</TABLE>
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