<PAGE>
As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SONIC CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 73-1371046
(State of Incorporation) (I.R.S. Employer
Identification No.)
101 Park Avenue
Oklahoma City, Oklahoma 73102
(Address of Principal Executive Offices) (Zip Code)
1991 SONIC CORP. STOCK OPTION PLAN
(Full Title of the Plan)
J. Clifford Hudson
President and Chief Executive Officer
Sonic Corp.
101 Park Ave.
Oklahoma City, Oklahoma 73102
(Name and Address of Agent for Service)
(405) 280-7654
(Telephone Number, Including Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Offering Registration Fee
To Be Registered Registered(1) Per Share(2) Price
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Common Stock, Par 95,000 $21.875 $2,078,125 $716.54
Value $.01 Per Share
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
(1) As adjusted for a three-for-two stock split on July 31, 1995, the
registrant previously registered a total of 805,892 shares of common stock
underlying the 1991 Sonic Corp. Stock Option Plan pursuant to Form S-8
Registration Statement No. 33-40989, as well as a total of 439,108 shares of
common stock underlying the 1991 Sonic Corp. Stock Option Plan pursuant to
Form S-8 Registration Statement No. 33-78576. The registrant also hereby
registers an additional indeterminate number of shares of common stock which
the registrant may issue pursuant to the anti-dilution provisions of the 1991
Sonic Corp. Stock Option Plan.
(2) Pursuant to Rule 457(h), the registrant has estimated the price for
the purpose of calculating the registration fee based on the average of the
high and low prices of the registrant's common stock on July 26, 1996.
<PAGE>
PART I
INFORMATION NOT REQUIRED IN THE SECTION 10(a) PROSPECTUS
Sonic Corp. (the "Company") will send or give to all participants in the
1991 Sonic Corp. Stock Option Plan (the "Plan") the documents containing the
information specified by Part I of this Form S-8 Registration Statement (this
"Registration Statement") as specified in Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). The Company has not filed
those documents with the Securities and Exchange Commission (the
"Commission"), but those documents (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II)
shall constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference the following documents
filed with the Commission:
(a) The Company's latest Annual Report on Form 10-K, as filed
pursuant to Section 13 or 15(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section
13 or 15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in paragraph (a), above.
(c) The description of the Company's common stock, having a par
value of $.01 per share, contained in the Company's Form S-1
Registration Statement (Registration No. 33-37158), including any
amendments or reports filed for the purpose of updating that
description.
The Company also hereby incorporates by reference all documents
subsequently filed by the Company pursuant to Sections 13(a), 14 and 15(d) of
the Exchange Act, which shall become a part of this Registration Statement
from the date of the filing of those documents, prior to the filing of a
post-effective amendment which indicates that the Company has sold all of the
securities offered or which de-registers all of the securities then remaining
unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provisions of the Company's certificate of incorporation and bylaws and
the Delaware General Corporation Law provide for the indemnification of the
Company's directors and officers against liability which they may incur in
their capacities as directors and officers of the Company. The Company also
has entered into Indemnification Agreements with its directors and officers
which establish contractual rights for the directors and officers to have the
Company indemnify them to the full extent permitted by law. Finally, the
Company has obtained a directors and officers liability insurance policy
which provides for the indemnification of the Company's directors and
officers against liability which they may incur in their capacities as
directors and officers of the Company.
II-1
<PAGE>
Insofar as the foregoing documents permit indemnification for
liabilities arising under the Securities Act, the Commission has informed the
Company that, in the opinion of the Commission, that indemnification is
against public policy as expressed in the Securities Act and, therefore, is
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The Company has included the following exhibits in this Form S-8
Registration Statement:
4.01. Specimen Certificate for the Common Stock of the
Company, which the Company hereby incorporates by reference from
Exhibit 4.1 to the Company's Form S-1 Registration Statement No.
33-37158.
5.01. Opinion re Legality.
15.1. Letter re: Unaudited Financial Information.
23.01. Consent of Independent Auditors.
23.02. Consent of Counsel.
The Company will submit or has submitted the plan and all amendments to
the plan to the Internal Revenue Service (the "IRS") and has made or will
make all changes required by the IRS in order to qualify the plan.
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes as follows:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(1) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) 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)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and
(3) to include any material information with respect
to the plan of distribution not previously disclosed in the
Registration Statement or any material change to the
information in the Registration Statement.
However, paragraphs (a)(1) and (a)(2) do not apply if the information
required in a post-effective amendment appear in a periodic report
filed by the Company pursuant to Section 13 or 15(d) of the Exchange
Act and incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall constitute a new
registration statement relating to the securities being offered, and
the offering of the securities at that time shall constitute the
initial bona fide offering of those securities.
(c) 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.
II-2
<PAGE>
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's Annual
Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
when applicable, each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) and incorporated by reference
into this Registration Statement shall constitute a new registration
statement relating to the securities being offered, and the offering of the
securities at that time shall constitute the initial bona fide offering of
those securities.
Insofar as any provisions may permit the indemnification for liabilities
arising under the Securities Act of the Company's directors, officers and
controlling persons, the Commission has informed the Company that, in the
opinion of the Commission, the indemnification is against public policy and,
therefore, is unenforceable. If a director, officer or controlling person
asserts a claim for indemnification against those liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or
proceeding) in connection with the securities being registered, the Company
(unless in the opinion of its counsel, controlling precedent has settled the
matter) will submit to a court of appropriate jurisdiction the question
whether the indemnification by the Company is against public policy as
expressed in the Securities Act and will abide by the final adjudication of
that issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has caused the
undersigned, duly-authorized, to sign this registration statement on its
behalf on this 31st day of July, 1996.
SONIC CORP.
By: /s/ J. Clifford Hudson
---------------------------------------
J. Clifford Hudson, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned have signed this report on behalf of the Company, in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ J. Clifford Hudson President, Chief Executive July 31, 1996
- ------------------------------- Officer and Director
J. Clifford Hudson, Principal
Executive Officer
/s/ Lewis B. Kilbourne Senior Vice President and July 31, 1996
- ------------------------------- Chief Financial Officer
Lewis B. Kilbourne, Principal
Financial Officer
/s/ Steven C. Vaughan Controller July 31, 1996
- -------------------------------
Steven C. Vaughan, Principal
Accounting Officer
/s/ E. Dean Werries Chairman of the Board July 31, 1996
- ------------------------------- of Directors
E. Dean Werries
/s/ Dennis H. Clark Director July 31, 1996
- -------------------------------
Dennis H. Clark
/s/ Leonard Lieberman Director July 31, 1996
- -------------------------------
Leonard Lieberman
/s/ H. E. Rainbolt Director July 31, 1996
- -------------------------------
H. E. Rainbolt
/s/ Frank E. Richardson III Director July 31, 1996
- -------------------------------
Frank E. Richardson III
Director July 31, 1996
- -------------------------------
Robert M. Rosenberg
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER AND DESCRIPTION
- ------------------------------
5.01. Opinion re Legality
15.1. Letter re: Unaudited Financial Information
23.01. Consent of Independent Auditors
23.02. Consent of Counsel
<PAGE>
Exhibit 5.01
Opinion re Legality
<PAGE>
[Letterhead]
July 18, 1996
Sonic Corp.
101 Park Avenue
Oklahoma City, Oklahoma 73102
Re: Sonic Corp. (the "Company")
Form S-8 Registration Statement/
Our File No. 33566.00101
------------------------
Gentlemen:
We have acted as counsel to the Company in connection with the preparation
of the Registration Statement on Form S-8 (the "Registration Statement"), to
be filed by the Company with the Securities and Exchange Commission (the
"Commission"), relating to 95,000 shares of the Company's common stock, $.01
par value (the "Common Stock"), issuable under the 1991 Sonic Corp. Stock
Option Plan (the "Plan").
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be issued under the Plan are validly authorized and, upon issuance in
accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
We are members of the bar of the State of Oklahoma and do not hold
ourselves out as experts on, or as generally familiar with, or qualified to
express opinions under law other than the law of the State of Oklahoma, the
corporation law of the State of Delaware, and the law of the United States
and the opinion given herein is limited thereto.
Very truly yours,
/s/ PHILLIPS MCFALL MCCAFFREY MCVAY & MURRAH, P.C.
PHILLIPS MCFALL MCCAFFREY MCVAY & MURRAH, P.C.
<PAGE>
Exhibit 15.1
Letter re: Unaudited Financial Information
<PAGE>
[Letterhead]
The Board of Directors
Sonic Corp.
We are aware of the incorporation by reference in the Registration Statement
(Form S-8 No. 33- ) of Sonic Corp. for the registration of 95,000 shares
of its common stock of our reports dated January 10, 1996, April 2, 1996 and
July 3, 1996 relating to the unaudited condensed consolidated interim
financial statements of Sonic Corp. that are included in its Forms 10-Q for
the quarters ended November 30, 1995, February 29, 1996 and May 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a
part of the registration statement prepared or certified by accountants
within the meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
July 3, 1996
<PAGE>
Exhibit 23.01
Consent of Independent Auditors
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33- ) pertaining to the 1991 Sonic Corp. Stock Option Plan
of our reports dated October 17, 1995, with respect to the consolidated
financial statements of Sonic Corp. incorporated by reference in its Annual
Report (Form 10-K) for the year ended August 31, 1995 and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Oklahoma City, Oklahoma
July 3, 1996
<PAGE>
Exhibit 23.02
Consent of Counsel
<PAGE>
CONSENT OF COUNSEL
Phillips McFall McCaffrey McVay & Murrah, P.C., hereby consents to the
filing of its opinion of counsel as an exhibit to the Form S-8 Registration
Statement of Sonic Corp. ("Sonic") for the registration of 95,000 shares of
Sonic common stock, par value $.01 per share.
/s/ PHILLIPS MCFALL MCCAFFREY MCVAY & MURRAH, P.C.
PHILLIPS MCFALL MCCAFFREY MCVAY & MURRAH, P.C.
Oklahoma City, Oklahoma
July 18, 1996
