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Registration Statement No. 333-19617
Filed Pursuant to Rule 424(b)(3)
172,248 SHARES
O'CHARLEY'S INC.
COMMON STOCK
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All of the 172,248 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 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 January 15,
1997 was $12.50.
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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 January 15, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") 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, 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. The Registration Statement (with exhibits), as well as 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, 13th Floor, New York, New York 10048, and Northwestern Atrium
Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants, including the Company,
that file such information electronically with the Commission at
http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents or portions of documents filed with the Commission
by the Company (File No. 0-18629) are incorporated by reference into this
Prospectus:
(i) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal
periods ending April 21, 1996, July 14, 1996, and October 6, 1996;
(iii) 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
(iv) The description of the 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 which 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
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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 such 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, (615) 256-8500.
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 December 31, 1996, the Company operated 69 O'Charley's restaurants in
Alabama, Florida, Georgia, Indiana, Kentucky, Mississippi, North Carolina,
Ohio, South Carolina 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. Twelve to fourteen additional O'Charley's restaurants are expected
to open during 1997.
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.
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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 January 9, 1997, and as adjusted to reflect
the sale of the Shares offered hereby (assuming that all of the Shares offered
hereby will be sold). Under the rules of the Commission, a person is deemed to
be a "beneficial owner" of a security if he has or shares the power to vote or
direct the voting of such security, has or shares the power to dispose of or
direct the disposition of such security, or has the right to acquire the
security within 60 days.
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned to be sold in Owned
Prior to the Offering the Offering After the Offering
------------------------ ------------- -----------------------
Number Percent (2) Number Percent (2)
----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
R. Wayne Browning 94,599(1) 1.2 89,999 4,600 *
Mike H. Martin 83,249 1.1 62,249 21,000 *
George V. Davis 10,000 * 10,000 -- --
Bartley B. Davis 10,000 * 10,000 -- --
</TABLE>
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* Less than one percent.
(1) Includes 4,600 shares subject to options exercisable within 60 days of the
date hereof.
(2) Based on a total of 7,845,368 shares issued and outstanding on November
18, 1996.
Messrs. Browning and Martin are former shareholders 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, Messrs. Browning and Martin received the
right to request the Company to register the Shares offered by them 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 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, Messrs.
Browning and Martin received the right to request the registration of the
Shares offered by them 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 $6,000. The Company has agreed to maintain the effectiveness
of the Registration Statement covering the Shares for a period of 60 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 public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
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