<PAGE> 1
As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 33-39414
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIZZLER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4307254
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
6101 WEST CENTINELA BOULEVARD 90230
CULVER CITY, CALIFORNIA (Zip Code)
(Address of principal executive offices)
SIZZLER INTERNATIONAL, INC.
1991 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
MR. STEVEN R. SELCER
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
SIZZLER INTERNATIONAL, INC.
6101 WEST CENTINELA BOULEVARD
CULVER CITY, CALIFORNIA 90230
(Name and address of agent for service)
(310) 568-0135
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,000,000 $9.48392 $18,967,840 $4,741.96
- -----------------------------------------------------------------------------------------------------------------------
Total 2,000,000 $9.48392 $18,967,840 $4,741.96
=======================================================================================================================
</TABLE>
(1) THESE SHARES ARE RESERVED FOR ISSUANCE PURSUANT TO THE SIZZLER
INTERNATIONAL, INC. 1991 EMPLOYEE STOCK INCENTIVE PLAN (THE "PLAN").
PURSUANT TO RULE 416, ALSO BEING REGISTERED ARE ADDITIONAL SHARES OF
COMMON STOCK AS MAY BECOME ISSUABLE UNDER THE PLAN THROUGH THE OPERATION
OF ANTI-DILUTION PROVISIONS.
(2) ESTIMATED SOLELY FOR THE PURPOSES OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(H).
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Pursuant to its Registration Statement on Form S-8 No. 33-39414
filed with the Securities and Exchange Commission on March 15, 1991 (the
"Original Registration Statement"), the registrant (formerly known as Collins
Foods, Inc.) registered 2,000,000 shares of its Common Stock, $.01 par value per
share (the "Registered Shares"), issuable under the Collins Foods, Inc. 1991
Employee Stock Incentive Plan (the "1991 Plan"). The 1991 Plan was terminated on
October 16, 1997 effective November 18, 1997. Following November 18, 1997, the
registrant has not granted and does not intend to grant any further options to
purchase Registered Shares under the 1991 Plan. However, under the terms of the
1991 Plan, termination did not deprive any optionee under the 1991 Plan of any
option to purchase Registered Shares outstanding as of November 18, 1997
("Outstanding Options"). Accordingly, following November 18, 1997 the registrant
intends to continue to issue and sell Registered Shares from time to time upon
the exercise of Outstanding Options. The offering of Registered Shares is
expected to continue until no further Registered Shares are issuable upon the
exercise of Outstanding Options under the 1991 Plan pursuant to the terms
thereof.
The contents of the Original Registration Statement are incorporated
herein by reference into this Post-Effective Amendment No. 1. Required
opinions, consent and signatures are included in this amendment.
Item 2. Registrant Information and Employee Plan Annual Information.
See Item 1.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
See Item 1.
Item 4. Description of Securities.
See Item 1.
Item 5. Interests of Named Experts and Counsel.
See Item 1.
Item 6. Indemnification of Directors and Officers.
See Item 1.
Item 7. Exemption from Registration Claimed.
See Item 1.
Item 8. Exhibits.
See Exhibit Index and Exhibits of the end of this Post-Effective Amendment.
2
<PAGE> 3
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement 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.
(ii) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 the
initial bona fide offering thereof.
(iii) 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.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 registration 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 it 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 Act and will
be governed by the final adjudication of such issue.
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<PAGE> 4
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-8 and had duly caused this amendment to
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Culver City, State of California, on this 17th day of
August, 1999.
SIZZLER INTERNATIONAL, INC.
By:/s/ Charles L. Boppell
---------------------------------
Charles L. Boppell
Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below constitutes and appoints
Charles L. Boppell and Steven L. Selcer and each or either of them, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
amendment to registration statement has been signed by the following persons
in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Charles L. Boppell Director and Chief August 17, 1999
- ---------------------- Executive Officer
Charles L. Boppell (Principal Executive Officer)
(SIGNATURES CONTINUED ON NEXT PAGE)
4
<PAGE> 5
/s/ Phillip D. Matthews Director and August 17, 1999
- ------------------------------- Chairman of the Board
Phillip D. Matthews
/s/ James A. Collins Director August 17, 1999
- -------------------------------
James A. Collins
/s/ Barry E. Krantz Director August 17, 1999
- -------------------------------
Barry E. Krantz
/s/ Robert A. Muh Director August 17, 1999
- -------------------------------
Robert A. Muh
/s/ Kevin W. Perkins Director August 17, 1999
- -------------------------------
Kevin W. Perkins
/s/ Charles F. Smith Director August 17, 1999
- -------------------------------
Charles F. Smith
/s/ Steven R. Selcer Vice President and August 17, 1999
- ------------------------------- Chief Financial Officer
Steven R. Selcer (Principal Financial
and Accounting Officer)
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------------------------------------------------------------- -------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Registrant, incorporated
herein by reference to Exhibit 3.1 to Amendment No. 1 to the
Registrant's Registration Statement on Form S-4 (Registration No.
33-38412).
4.2 Bylaws of the Registrant as amended through June 16, 1999,
incorporated herein by reference to Exhibit 3.2 to the
Registrant's Form 10-K report for the fiscal year ended
April 30, 1999.
4.3 Collins Foods, Inc. 1991 Employee Stock Incentive Plan,
incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-4 (No. 33-38412).
4.4 Rights Agreement dated January 22, 1991 between the Registrant
and The Bank of New York, incorporated herein by reference to
Exhibit 4.1 to Amendment No. 1 to the Registrant's Form S-4
Registration Statement No. 33-38412.
4.5 Amendment to Rights Agreement dated March 20, 1996 between The
Bank of New York and the Registrant, incorporated herein by
reference to Exhibit 4.2 to the Registrant's Form 10-K report for
the fiscal year ended April 30, 1996.
4.6 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Registrant, incorporated herein by
reference to Amendment No. 1 to the Registrant's Form S-4
Registration Statement No. 33-38412.
5.1 Opinion of Gibson, Dunn & Crutcher (previously filed).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Gibson, Dunn & Crutcher (included in
Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
99.1 Resolution of the Board of Directors of the Registrant
terminating the Registrant's 1991 Employee Stock Incentive Plan.
</TABLE>
6
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Form S-8 Registration Statement and related
Prospectus pertaining to the Sizzler International, Inc. (f/k/a Collins Foods,
Inc.) 1991 Employee Stock Incentive Plan of our report, dated June 16, 1999,
with respect to the consolidated financial statements and schedules of Sizzler
International, Inc. included in Sizzler International, Inc.'s Form 10-K for its
fiscal year ended April 30, 1999 filed with the Securities and Exchange
Commission and to all references to our Firm included in the Form S-8.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
August 20, 1999
EXHIBIT 23.1
<PAGE> 1
EXHIBIT 99.1
CERTIFICATE OF SECRETARY
OF
SIZZLER INTERNATIONAL, INC.
I, Michael B. Green, the duly elected and acting Secretary of Sizzler
International, Inc., a Delaware corporation (the "Corporation"), hereby certify
that the following resolution was duly adopted by the Board of Directors of the
Corporation at a meeting held on October 16, 1997:
WHEREAS, it is in the best interest of the Company to have an employee
stock incentive plan designed to enable the Company and its subsidiaries to
attract, retain and motivate key employees who are responsible for the
management, growth and financial success of the Company and its
subsidiaries by providing for or increasing their proprietary interest in
the Company; and
WHEREAS, the Company has a 1991 Employee Stock Incentive Plan (the "Old
Employee Plan") under which the Company's employees may receive options,
restricted shares, and stock appreciation rights regarding the Common Stock
of the Company (the "Common Stock"); and
WHEREAS, as a result of awards over the previous six years, the number of
shares of Common Stock available under the Old Employee Plan for additional
awards is no longer sufficient; and
WHEREAS, the Board has directed management to prepare a new employee stock
incentive plan, which plan would provide for an increased reserve of
shares; and
WHEREAS, management has prepared, and submitted to the Board for review, a
1997 Employee Stock Incentive Plan in the form attached to the Proxy
Materials as an exhibit (the "New Employee Plan"); and
WHEREAS, the Board has reviewed the New Employee Plan together with the
Proxy Materials;
NOW, THEREFORE, BE IT RESOLVED, that the New Employee Plan in the form
attached as Appendix B to the Proxy Materials be, and it hereby is,
approved and adopted; and
RESOLVED FURTHER, that the New Employee Plan be submitted to the
stockholders of the Company for approval at the Annual Meeting; and
<PAGE> 2
RESOLVED FURTHER, that subject to approval of the New Employee Plan by the
stockholders of the Company, one million (1,000,000) shares of Common Stock
(subject to adjustment and in accordance with the New Employee Plan) be,
and they hereby are, reserved for issuance under the New Employee Plan; and
RESOLVED FURTHER, that the New Employee Plan replace the Old Employee Plan
in its entirety, and that the Old Employee Plan shall terminate effective
upon the effectiveness of the New Employee Plan; and
RESOLVED FURTHER, that pursuant to Section 8 of the New Employee Plan, the
committee of the Board charged with administration of the New Employee
Plan shall be the Compensation and Stock Option Committee of the Board,
the members of which are Peter H. Dailey (Chair), Phillip D. Matthews, and
H. Wallace Merryman; and
RESOLVED FURTHER, that the final draft of the New Employee Plan,
containing such technical revisions as James A. Collins, Chief Executive
Officer or Christopher R. Thomas, Executive Vice President may consider
advisable upon advice of counsel, be attached to these minutes as an
exhibit; and
RESOLVED FURTHER, that the share of Common Stock issuable under the New
Employee Plan be registered under the Securities Act of 1933, as amended,
with the U.S. Securities and Exchange Commission; and
RESOLVED FURTHER, that the Board authorizes the officers of the Company to
execute, deliver, file, record, and acknowledge, on behalf of the Company,
the New Employee Plan and any and all other instruments, and to take all
other action, necessary or appropriate, to effectuate the intent of these
resolutions.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Corporation.
Dated: August 20, 1999
/s/ MICHAEL B. GREEN
-----------------------------------
Michael B. Green
[SEAL}
