<PAGE> 1
As filed with the Securities and Exchange Commission on March 18, 1997
File No. 333-19617
================================================================================
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
(State or other jurisdiction of 62-1192475
incorporation or organization) (I.R.S. employer identification 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
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
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, please 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. 333-19617)
O'CHARLEY'S INC.
Report of Results and Deregistration
This Registration Statement on Form S-3 (Registration No. 333-19617)
(the "Registration Statement") registered 172,248 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 134,999 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 37,249 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 17th day of
March, 1997.
O'CHARLEY'S INC.
By: /s/ Gregory L. Burns
-----------------------------
Gregory L. Burns, President,
Chief Executive Officer and
Chairman of the Board
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 President, Chief Executive Officer,
- ----------------------- and Chairman of the Board March 17, 1997
Gregory L. Burns
* Chief Financial Officer,
- ----------------------- Secretary and Treasurer March 17, 1997
A. Chad Fitzhugh
* Director March 17, 1997
- -----------------------
John W. Stokes, Jr.
* Director March 17, 1997
- -----------------------
Richard Reiss, Jr.
* Director March 17, 1997
- -----------------------
G. Nicholas Spiva
* Director March 17, 1997
- -----------------------
H. Steve Tidwell
</TABLE>
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<PAGE> 4
<TABLE>
<CAPTION>
Signature Capacity Date
- ----------------------- -------------------------------------- --------------
<S> <C> <C>
* Director March 17, 1997
- -----------------------
C. Warren Neel
* Director March 17, 1997
- -----------------------
Samuel H. Howard
* Director March 17, 1997
- -----------------------
Shirley A. Zeitlin
* By: /s/ Gregory L. Burns
----------------------------------
Gregory L. Burns, Attorney-in-Fact
</TABLE>
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