<PAGE> 1
As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 33-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.
1997 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 1,800,000 $2.90625 $5,231,250 $1,454.29
- ---------------------------------------------------------------------------------------------------------------------
Total 1,800,000 $2.90625 $5,231,250 $1,454.29
=======================================================================================================================
</TABLE>
(1) THESE SHARES ARE RESERVED FOR ISSUANCE PURSUANT TO THE SIZZLER
INTERNATIONAL, INC. 1997 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) AND BASED UPON THE AVERAGE OF THE HIGH AND LOW
SALES PRICE OF THE COMMON STOCK OF SIZZLER INTERNATIONAL, INC. IN THE
CONSOLIDATED REPORTING SYSTEM OF THE NEW YORK STOCK EXCHANGE ON
AUGUST 20, 1999 OF $2.90625.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of Sizzler International, Inc., a
Delaware corporation (the "Company"), previously filed with the Securities and
Exchange Commission are incorporated by reference:
(1) The Company's Annual Report on Form 10-K for the year
ended April 30, 1999;
(2) The Company's report on Form 8-K filed on July 27, 1999;
(3) The Company's report on Form 8-K filed on August 19,
1999; and
(4) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A dated March
7, 1991 together with any amendment or report filed with
the Securities and Exchange Commission for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) or the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and the Prospectus that is part hereof
from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
2
<PAGE> 3
Section 145 of the General Corporation Law (the "GCL") of
Delaware empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person identified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful. In the case of an action by or
in the right of the corporation, no indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses that the court shall deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter herein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.
The Company's Certificate of Incorporation and Bylaws, provide,
in effect, that to the full extent and under the circumstances permitted by
Section 145 of the GCL, the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding of
the type described above by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company.
The Company's Certificate of Incorporation relieves its directors
from monetary damages to the Company or its stockholders for breach of such
director's fiduciary duty as a director to the fullest extent permitted by the
GCL. Under Section 102(b)(7) of the GCL, a corporation may relieve its directors
from personal liability to such corporation or its stockholders for monetary
damages for any breach of their fiduciary duty as directors except (i) for a
breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for willful or
negligent violation of certain provisions of the GCL imposing certain
requirements with respect to stock purchases, redemptions and dividends or (v)
for any transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
None.
3
<PAGE> 4
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------------------------------------------------------------
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 Sizzler International, Inc. 1997 Employee Stock Incentive Plan,
as amended through August 18, 1998, incorporated herein by
reference to Exhibit 4.3 to the Registrant's Post-Effective
Amendment No. 1 to the Form S-8 Registration Statement
No. 33-347661.
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 Pachulski, Stang, Ziehl & Young P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pachulski, Stang, Ziehl & Young P.C. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on Signature Page).
4
<PAGE> 5
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.
5
<PAGE> 6
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 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 attorneys-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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ Charles L. Boppell Chief Executive Officer August 17, 1999
- ------------------------ (Principal Executive Officer)
Charles L. Boppell
(SIGNATURES CONTINUED ON NEXT PAGE)
6
<PAGE> 7
/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)
7
<PAGE> 8
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 Sizzler International, Inc. 1997 Employee Stock Incentive Plan,
as amended through August 18, 1998, incorporated herein by
reference to Exhibit 4.3 to the Registrant's Post-Effective
Amendment No. 1 to the Form S-8 Registration Statement
No. 33-347661.
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 Pachulski, Stang, Ziehl & Young P.C.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Pachulski, Stang, Ziehl & Young P.C. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on Signature Page).
</TABLE>
8
<PAGE> 1
August 20, 1999
Sizzler International, Inc.
6101 West Centinela Boulevard, Suite 200
Culver City, California 90230
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Sizzler International, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement"), with respect to the registration
under the Securities Act of 1933, as amended, of 1,800,000 shares of Common
Stock of the Company (the "Shares") pursuant to the Company's 1997 Employee
Stock Incentive Plan (the "Plan").
We have examined, among other things, the Company's Articles of
Incorporation and Bylaws, each as amended to date, the Plan and records of
corporate proceedings taken by the Company in connection with the authorization,
issuance and sale of the Shares pursuant to the Plan. Based on the foregoing and
in reliance thereon, it is our opinion that the Shares, when they are issued
pursuant to the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Pachulski, Stang, Ziehl & Young P.C.
EXHIBIT 5.1
<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. 1997 Employee Stock
Incentive Plan as amended through August 18, 1998 of our report, dated
June 16, 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
