<PAGE> 1
As filed with the Securities and Exchange Commission on September 16, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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
incorporation or organization) Identification No.)
3038 SIDCO DRIVE
NASHVILLE, TENNESSEE 37204
(Address of Principal Executive Offices) (Zip Code)
O'CHARLEY'S INC.
1991 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS, AS AMENDED
(Full title of the plan)
A. CHAD FITZHUGH
O'CHARLEY'S INC.
3038 SIDCO DRIVE
NASHVILLE, TENNESSEE 37204
(Name and address of agent for service)
(615) 256-8500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share * price * fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 93,750 shares $9.625 $902,344 $267
================================================================================================================
</TABLE>
* The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated in
accordance with Rule 457(c) and Rule 457(h) and is based upon the average
of the high and low prices per share of the Registrant's Common Stock as
reported on The Nasdaq Stock Market's National Market on September 9, 1998.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by O'Charley's Inc. (the "Registrant")
with the Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated herein by
reference as of their respective dates:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 28, 1997;
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
period ended April 19, 1998;
(3) The Registrant's Quarterly Report on Form 10-Q for the fiscal
period ended July 12, 1998; and
(4) The description of the Registrant's Common Stock contained in
the Registrant'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 of
the Common Stock offered hereby.
All reports and other documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
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 hereof 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 such statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded, to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) the director or officer acted in
good faith, (ii) in the case of conduct in his or her official capacity with the
corporation, the director or officer reasonably believed such conduct was in the
corporation's best interest, (iii) in all other cases, the director or officer
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director or officer had no reasonable cause to believe that his or her conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
is adjudged to be liable to the corporation. In cases where the director or
officer is wholly successful, on the merits or otherwise, in the defense of any
proceeding instigated because of his or her status as a director or officer of a
corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to a director or officer, no indemnification may be made if such
director or officer is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that a director or
officer be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
Article VIII of the Registrant's Restated Charter provides that, to the
fullest extent permitted by the TBCA, as amended from time to time, directors
shall not be liable to the Registrant or its shareholders for monetary damages
for breach of fiduciary duty as a director, and that to the extent permitted by
the TBCA, the liability of a director to the Registrant or its shareholders
shall be further limited or eliminated. The Registrant's Amended and Restated
By-laws provide that the Registrant shall indemnify from liability, and advance
expenses to, each present or former director or officer of the Registrant to the
fullest extent allowed under Tennessee law, as now or hereafter in effect.
The Company has also obtained directors' and officers' liability
insurance, the effect of which is to indemnify the directors and officers of the
Company against certain damages and expenses because of certain claims made
against them caused by their negligent act, error or omission.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index (page II-6).
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 14th day of
September, 1998.
O'CHARLEY'S INC.
By: /s/ Gregory L. Burns
-----------------------------------------------
Gregory L. Burns
Chairman, President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Gregory L. Burns and A. Chad Fitzhugh, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, 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 September 14, 1998
- -------------------------------------------- Chairman of the Board (Principal Executive
Gregory L. Burns Officer)
/s/ A. Chad Fitzhugh Chief Financial Officer, Secretary and September 14, 1998
- -------------------------------------------- Treasurer (Principal Financial and
A. Chad Fitzhugh Accounting Officer)
/s/ John W. Stokes, Jr. Director September 14, 1998
- --------------------------------------------
John W. Stokes, Jr.
</TABLE>
II-4
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Richard Reiss, Jr. Director September 14, 1998
- --------------------------------------------
Richard Reiss, Jr.
/s/ G. Nicholas Spiva Director September 14, 1998
- --------------------------------------------
G. Nicholas Spiva
/s/ H. Steve Tidwell Director September 14, 1998
- --------------------------------------------
H. Steve Tidwell
/s/ C. Warren Neel Director September 14, 1998
- --------------------------------------------
C. Warren Neel
/s/ Samuel H. Howard Director September 14, 1998
- --------------------------------------------
Samuel H. Howard
/s/ Shirley A. Zeitlin Director September 14, 1998
- --------------------------------------------
Shirley A. Zeitlin
/s/ Steven J. Hislop Director September 14, 1998
- --------------------------------------------
Steven J. Hislop
</TABLE>
II-5
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 Restated Charter of the Registrant (incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-3, Registration No. 333-33585)
4.2 Amended and Restated By-laws of the Registrant (incorporated by reference to
Exhibit 3.2 of the Registrant's Annual Report on Form 10-K for the year ended
December 30, 1990)
4.3 Form of Certificate for the Common Stock (incorporated by reference to Exhibit 4.1
of the Registrant's Registration Statement on Form S-1, Registration No. 33-35170)
4.4 1991 Stock Option Plan for Outside Directors, as amended
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)
24 Power of Attorney (contained on page II-4)
</TABLE>
II-6
<PAGE> 1
O'CHARLEY'S INC.
1991 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(AS AMENDED THROUGH JUNE 1, 1998)
1. PURPOSE
The purposes of the O'Charley's Inc. 1991 Stock Option Plan for Outside
Directors are to advance the interests of O'Charley's Inc. (the "Company") and
its shareholders by attracting and retaining the highest quality of experienced
persons as directors and to align the interest of the Outside Directors of the
Company more closely with the interests of the Company's shareholders.
2. DEFINITIONS
The following terms shall have the meanings indicated below:
(a) "Affiliate" shall have the meaning set forth in the Company's 1990
Employee Stock Plan.
(b) "Board" shall have the meaning set forth in the Company's 1990
Employee Stock Plan.
(c) "Change in Control" shall have the meaning set forth in the Company's
1990 Employee Stock Plan.
(d) "Code" shall have the meaning set forth in the Company's 1990
Employee Stock Plan.
(e) "Committee" shall have the meaning set forth in the Company's 1990
Employee Stock Plan.
(f) "Common Stock" means the common stock, without par value, of the
Company.
(g) "Company" shall have the meaning set forth in the Company's 1990
Employee Stock Plan.
(h) "Disability" shall have the meaning set forth in the Company's 1990
Employee Stock Plan.
(i) "Fair Market Value" shall have the meaning set forth in the Company's
1990 Employee Stock Plan.
(j) "Option" means an option granted to an Outside Director pursuant to
the Plan.
1
<PAGE> 2
(k) "Optionee" means an Outside Director who has been granted an Option
pursuant to the Plan.
(l) "Outside Director" means any member of the Board of Directors of the
Company who during the term of this Plan has not served as an officer
or employee of the Company.
(m) "Plan" means the O'Charley's Inc. 1991 Stock Option Plan for Outside
Directors.
(n) "Potential Change in Control" shall have the meaning set forth in the
Company's 1990 Employee Stock Plan.
(o) "Retirement" means retirement from active directorship of the
Company.
(p) "Subsidiary" shall have the meaning set forth in the Company's 1990
Employee Stock Plan.
3. ADMINISTRATION
The Plan shall be administered by the Committee of the Board of the
Company. The Committee is authorized to interpret the Plan and may from time to
time adopt such rules and regulations, not inconsistent with the provisions of
the Plan, as it may deem advisable to carry out the Plan; provided, however,
that the Committee shall have no discretion with respect to designating the
recipient of an Option, the number of shares of Common Stock that are subject to
an Option or the exercise price for an Option. All decisions made by the
Committee in construing the provisions of the Plan shall be final.
4. ELIGIBILITY
Each Outside Director of the Company shall be eligible to participate
under the Plan.
5. STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Paragraph 11, not more than 262,500
shares of Common Stock may be issued in respect of Options granted under the
Plan. Such shares that may be issued upon the exercise of Options under the Plan
are authorized but unissued shares. Shares of Common Stock subject to an Option
shall, upon the expiration or termination of such Option, to the extent
unexercised, again be available for grant under the Plan.
6. GRANT OF OPTIONS
Options will be awarded under this Plan pursuant to the following:
2
<PAGE> 3
(a) Each Outside Director on the date of his initial election to the
Board, whether such election is by the Board or by the Company's
shareholders, shall be granted as of such date an Option (an "Initial
Option") to purchase 11,250 shares of the Company's Common Stock
subject to adjustment as provided in Paragraph 11, provided that such
Optionee has not received an Initial Option on any previous date.
(b) Commencing with the 1992 Annual Meeting of Shareholders and
continuing in effect for each subsequent Annual Meeting, each Outside
Director automatically will be granted on the date of each such
Annual Meeting an Option (an "Annual Option") to purchase 2,250
shares of the Company's Common Stock subject to adjustment as
provided in Paragraph 11.
7. OPTION PRICE
Each Option granted hereunder shall represent the right to purchase the
shares of Common Stock represented thereby at the Fair Market Value on the date
the Option is granted.
8. OPTION AGREEMENT
The grant of any Options shall be evidenced by a written Stock Option
Agreement executed by the Company and the Optionee. The Stock Option Agreement
shall contain the number of shares of Common Stock subject to the Option
evidenced thereby, the other essential terms of the Option determined in
accordance with Paragraph 9 hereof, and other terms that are not inconsistent
with requirements of this Plan.
9. TERMS AND CONDITIONS OF OPTIONS
(a) Except as otherwise provided in Paragraph 12, Initial Options granted
pursuant to the Plan shall become exercisable in annual increments of
20% beginning on the first anniversary of the date of grant;
provided, however, that, except as otherwise provided in Paragraph
12, no Option shall become exercisable during the first six months
following approval of the Plan by a majority of the shareholders at
the Annual Meeting of Shareholders for the year ended December 29,
1991. Annual Options granted pursuant to the Plan shall become
exercisable six months following the date of grant; provided, that no
Annual Option shall become exercisable during the first six months
following approval of amendments to the Plan by a majority of the
shareholders at the Annual Meeting of Shareholders for the year ended
December 27, 1992. All Options shall have a term of ten years from
the date of grant, subject to earlier termination as hereinafter
provided.
(b) Options that have not become exercisable on the date the Optionee
ceases to serve as a director of the Company for any reason shall be
forfeited and terminated immediately upon termination of service.
3
<PAGE> 4
(c) Options that have become exercisable on the date the termination or
expiration of the Optionee's position as a director may be exercised
as follows:
(1) Retirement or Disability
If the Optionee shall cease to be a director of the Company by
reason of Retirement or Disability, the Optionee may exercise
the Option if and to the extent it was exercisable on the date
of such cessation. Such Option may be exercised for a period of
three years from the date of such cessation or until the
expiration of the stated term of such Option; whichever period
is the shorter.
(2) Death
If the Optionee shall cease to be a director by reason of death,
the Optionee's legal representative may exercise the Option if
and to the extent it was exercisable on the date of the
Optionee's death. Such Options may be exercised for a period of
one year from the date of such death or until the expiration of
the stated term of such Option, whichever period is shorter.
(3) Termination for any other reason
If the Optionee shall cease to be a director of the Company for
any reason other than Retirement, Disability, or death, the
Optionee may exercise the Option, to the extent it was
exercisable on the date of such cessation, if the Optionee was
involuntarily terminated by the Company without Cause. Such
Options, if exercised, must be exercised within the lesser of
three months from the date of cessation or the balance of the
stated term of the Option. For purposes of this Plan, "Cause"
shall have the meaning set forth in the Company's 1990 Employee
Stock Plan.
(d) Exercise of Options
An Option shall be exercised by delivering to the Corporate Secretary
of the Company a written notice of exercise in the form prescribed by
the Corporate Secretary for use from time to time. Such notice of
exercise shall indicate the number of shares to which the Option is
exercised and shall be accompanied by the full exercise price for the
Options exercised.
(e) Form of Payment
The exercise price may be paid in cash (including certified or
cashier's check, bank draft or money order), Common Stock, or a
combination of Common Stock and cash. The Common Stock so delivered
shall be valued at the Fair Market Value of the Common
4
<PAGE> 5
Stock on the date of exercise. No shares of Common Stock shall be
issued or delivered until full payment has been made.
(f) Non-Transferability
No Option under the Plan shall be assignable or transferable by the
Optionee, except by will or pursuant to applicable laws of descent
and distribution. During the life of an Optionee, an Option shall be
exercisable only by such Optionee or the Optionee's guardian or legal
representative.
(g) No Rights as Shareholders
Holders of Options under the Plan shall have no rights as
shareholders unless and until certificates for shares of Common Stock
are registered in their names in satisfaction of a duly exercised
Option.
10. WITHHOLDING TAXES
Whenever the Company issues or transfers shares of Common Stock under the
Plan, the Company shall have the right to require the Optionee to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery of any certificate for such shares. An
Optionee shall have the right to elect to have the Company retain sufficient
shares of Common Stock under Option to satisfy any such withholding tax
requirements by giving written notice to the Company. The Committee shall have
the right, in its sole discretion, to accept or reject such election. Whether or
not the Optionee makes such an election, the Company shall have the right to
retain sufficient shares of Common Stock to cover the amount of any tax required
by any government to be withheld or otherwise deducted or paid with respect to
the exercise of the Options; provided, that the Optionee does not deliver to the
Company cash and/or shares of Common Stock in the amount determined by the
Company to be sufficient to satisfy such tax. The Common Stock so retained or
delivered shall be valued at the Fair Market Value of the Common Stock on the
date retained or delivered.
11. CAPITAL ADJUSTMENTS AND CORPORATE REORGANIZATIONS
In the event of any change in the outstanding shares of stock by reason of
a stock dividend, split or combination, or recapitalization or reclassification,
or reorganization, merger or consolidation, in which the Company is the
surviving corporation or other similar change affecting the stock, the number
and class of shares then subject to Options and for which Options may thereafter
be granted and the amount per share of stock payable upon exercise or surrender
of such Options shall be appropriately adjusted by the Committee to reflect such
change. No fractional shares shall be issued as a result of such adjustment. In
the event of a dissolution of the Company or a reorganization, merger or
consolidation in which the Company is not the surviving corporation, the Company
by action of its Board shall either (i) terminate outstanding and
5
<PAGE> 6
unexercised Options as of the effective date of such dissolution, merger or
consolidation by giving notice to each Optionee of its intention to do so and
permitting the exercise, during the period prior to such effective date to be
specified by the Committee, of all outstanding and unexercised Options or
portions thereof; provided, however, that no Option shall become exercisable
hereunder either after the expiration date thereof or prior to one year from the
date of grant thereof, or (ii) in the case of such reorganization, merger or
consolidation, arrange for an appropriate substitution of shares or other
securities of the corporation with which the Company is reorganized, merged or
consolidated in lieu of the shares of stock which are subject to such
outstanding and unexercised Options.
12. CHANGE IN CONTROL PROVISION
(a) In the event of a "Change in Control" or a "Potential Change in
Control" the following acceleration and valuation provisions shall
apply:
(1) Any Option awarded under the Plan to an Optionee, not previously
exercisable, shall become fully exercisable.
(2) The value of all exercisable Options may, at the Optionee's
election, be cashed out at the Change in Control Price (as
defined in the Company's 1990 Employee Stock Plan).
13. EFFECTIVE DATE AND TERM OF THE PLAN
The Plan will become effective on the date of its adoption by the Board,
subject to approval by a majority of the shareholders at the Annual Meeting of
Shareholders for the year ended December 29, 1991. The Board in its discretion
may terminate the Plan at any time with respect to any shares for which Options
have not heretofore been granted. Except with respect to Options then
outstanding, if not sooner terminated, the Plan shall terminate upon, and no
further Options shall be granted after, the expiration of 10 years from the
effective date of the Plan.
14. AMENDMENTS
The Board shall have the right to alter or amend the Plan or any part
thereof from time to time provided that:
(a) no change in any Option theretofore granted may be made which would
impair the rights of the Optionee without the consent of such
Optionee;
(b) Plan provisions may not be amended more than once every six months,
other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules thereunder; and
6
<PAGE> 7
(c) the Board may not make any alteration or amendment which would
materially increase the benefits accruing to participants under the
Plan, increase the aggregate number of shares of Common Stock which
may be issued pursuant to provisions of the Plan, or extend the terms
of the Plan, without the approval of the shareholders of the Company.
7
<PAGE> 1
EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
September 15, 1998
O'Charley's Inc.
3038 Sidco Drive
Nashville, TN 37204
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1991 Stock Option Plan for Outside Directors, as amended (the "Plan"), filed by
you with the Securities and Exchange Commission covering 93,750 additional
shares of the Company's common stock (the "Common Stock") issuable pursuant to
the Plan. In so acting, we have examined and relied upon such records,
documents, and other instruments as in our judgment are necessary or appropriate
in order to express the opinions hereinafter set forth and have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity to the original documents of all documents
submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
JJJ/lj
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
O'Charley's Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of O'Charley's Inc. of our report dated February 6, 1998, relating to the
balance sheets of O'Charley's Inc. as of December 28, 1997 and December 29,
1996, and the related statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended December 28, 1997,
which report appears in the December 28, 1997 annual report on Form 10-K of
O'Charley's Inc.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Nashville, Tennessee
September 14, 1998
