<PAGE> 1
As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 33-83410
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.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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 100,000 $6.44 $644,000 $223.00
- -----------------------------------------------------------------------------------------------------------------------
Total 100,000 $6.44 $644,000 $223.00
=======================================================================================================================
</TABLE>
(1) THESE SHARES ARE RESERVED FOR ISSUANCE PURSUANT TO STOCK OPTIONS IN THE
SIZZLER INTERNATIONAL, INC. STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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
25, 1994 OF $6.44.
<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. 33-83410
filed with the Securities and Exchange Commission on August 29, 1994 (the
"Original Registration Statement"), the registrant registered 100,000 shares of
its Common Stock, $.01 par value per share (the "Registered Shares"), issuable
under the Sizzler International, Inc. Stock Option Plan for Non-Employee
Directors (the "1992 Plan"). The 1992 Plan was amended on August 20, 1997 and
was terminated on October 16, 1997 (which termination was 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 1992
Plan. However, under the terms of the 1992 Plan, termination did not deprive any
optionee under the 1992 Plan of any options to purchase Registered Shares
outstanding as of November 18, 1997 ("Outstanding Options"). Accordingly, the
registrant intends following November 18, 1997 to continue to issue and sell
Registered Shares from time to time upon the exercise of Outstanding Options,
and the offering of Registered Shares is expected to continue until no further
Registered Shares are issuable under the 1992 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.
3
<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
<PAGE> 6
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 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. Stock Option Plan for Non-Employee
Directors, as amended through August 20, 1997.
4.4 Form of Stock Option Agreement used in connection with the
Sizzler International, Inc. Stock Option Plan for Non-Employee
Directors, as amended through August 20, 1997.
4.5 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.
4.6 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.
4.7 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 Resolutions of the Board of Directors of the Registrant approving
the termination of the Sizzler International, Inc. Stock Option
Plan for Non-Employee Directors, as amended through August 20,
1997.
</TABLE>
6
<PAGE> 1
EXHIBIT 4.3
SIZZLER INTERNATIONAL, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended Through August 20, 1997)
SECTION 1. Purpose of Plan.
The purpose of this Stock Option Plan for Non-Employee Directors
(the "Plan") of Sizzler International, Inc., a Delaware corporation (the
"Company"), is to provide present and prospective directors of the Company who
are not employed by the Company with the opportunity to obtain equity ownership
interests in the Company through the exercise of options (the "Options") to
purchase shares of Common Stock, par value $.01 per share, of the Company (the
"Common Shares") in accordance with this Plan. The options granted hereunder
are not intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), as Incentive Stock Options.
SECTION 2. Persons Eligible Under Plan.
Participation in this Plan is limited to non-employee directors.
A non-employee (referred to herein as a "Director") is a director of the
Company who, at the time stock options are granted to him or her under the
Plan, is not an employee of the Company or of any subsidiary of the Company.
Directors who are the recipients of Options are sometimes referred to herein as
"Optionees."
SECTION 3. Administration.
This Plan shall be administered by the Board of Directors (the
"Board") of the Company. The grant of Options under this Plan and the amount,
price and nature of the awards shall be automatic as described in Section 4.
However, subject to the provisions of this Plan, the Board, in its sole and
absolute discretion, is authorized to do all things necessary or desirable in
connection with the administration of this Plan, including, without limitation,
the following:
(i) subject to Section 8, adopt amend and rescind rules and
regulations relating to this Plan;
(ii) determine whether, and the extent to which, adjustments are
required pursuant to Section 7 hereof; and
(iii) interpret and construe this Plan and the terms and
conditions of any Option granted hereunder.
SECTION 4. Terms and Conditions of Options.
(a) Amount, Exercise Price and Exercisability of Automatic Annual
Grants. Each Director shall automatically be granted, on such Director's
Election Date (as defined below), an Option to purchase Common Shares. If the
Director's Election Date is the date of an Annual Meeting, the number of Common
Shares that shall be subject to the Option shall be 2,000. If the Director's
Election Date is other than the date of an Annual Meeting, the number of
<PAGE> 2
Common Shares subject to the Option shall be 1,000. In addition, each Director
shall automatically be granted, on the date of each Annual Meeting (as defined
below) following his or her Election Date, an Option to purchase 2,000 Common
Shares (provided, however, that no Director shall be entitled to receive any
Option under this Plan in respect of any Annual Meeting immediately after which
he or she has ceased to be a Director). In the event that no Annual Meeting is
held during a given fiscal year, each Director entitled under this Plan to have
received an Option if an Annual Meeting had been held shall automatically be
deemed to have been granted, on the anniversary date of the immediately
preceding Annual Meeting, the Option to which such Director would have been
entitled. The exercise price for each Option granted pursuant to this Section
4(a) shall be the Fair Market Value (as defined below) of the Common Shares at
the close of business on the date preceding the Date of Grant. An Option
granted under this Section 4(a) shall vest and become exercisable on the date
of the Annual Meeting following the Date of Grant of such Option, provided,
however, that the Optionee shall have continued to serve as a Director until
that date. In the event that no Annual Meeting is held during a given fiscal
year, any Options that would have vested and become exercisable on the date of
the Annual Meeting in that year shall be deemed to have vested and to have
become exercisable on the anniversary date of the immediately preceding Annual
Meeting. All Options granted pursuant to this Section 4(a) shall be subject to
adjustment as provided in Section 7 of this Plan.
(b) Amount, Exercise Price and Exercisability of Automatic
Grants to Designated Committee Members. Each Director that is a member of a
Designated Committee shall, in lieu of attendance or other cash fees from the
Company for participation on such Committee, automatically be granted, on the
date of each meeting of the Designated Committee attended by such Director, a
Discount Option to purchase 1,000 Common Shares. The exercise price for each
Discount Option granted pursuant to this Section 4(b) shall be an amount equal
to the difference between (i) the Fair Market Value (as defined below) of the
Common Shares at the close of business on the date preceding the Date of Grant
and (ii) Two Dollars ($2.00), but not less than the par value of the Common
Shares. An Option granted under this Section 4(a) shall vest and become
exercisable immediately upon the Date of Grant of such Option. All Options
granted pursuant to this Section 4(b) shall be subject to adjustment as
provided in Section 7 of this Plan.
(c) Definitions. For purposes of this Section and this Plan, the
following terms shall have the following definitions:
"Annual Meeting" shall mean the Company's annual meeting of
stockholders.
"Date of Grant" shall mean any date on which this Plan calls for
a Director to be granted an Option.
"Designated Committee" shall mean any committee of the Board that
has been designated by resolution of the Board as (a) demanding
an extraordinary commitment of time, attention and efforts by
its members and (b) whose members, by participating thereon,
agree to forego any attendance or other cash fee for
participating on the committee.
"Discount Option" shall mean an Option granted under this Plan
that has an exercise price less than the aggregate Fair Market
Value of the Common Shares subject to such Option on the Date of
Grant of such Option, but not less than the aggregate par value
of the Option Shares.
"Election Date" shall mean, with respect to any Director, the
date that such Director was initially appointed or elected to
the Board, whether at an Annual Meeting or otherwise.
"Fair Market Value" of a Common Share on any day shall be equal
to the last sale price, regular way, per Common Share or in case
no such sale takes place on such day, the average of the closing
bid and asked prices, regular way, in either case as reported in
the principal consolidated transaction reporting system with
respect to securities listed on the New York Stock Exchange.
2
<PAGE> 3
(d) Manner of Exercise. Any vested and exercisable Option shall
be exercised by the holder thereof by giving written notice, signed by such
holder, to the Company stating the number of Common Shares with respect to
which the Option is being exercised, accompanied by payment in full of the
aggregate Exercise Price in cash or by check payable to the Company. No Option
may be exercised with respect to any fractional share; cash shall be paid in
lieu of fractional shares. As promptly as practicable following the receipt of a
notice hereunder, the Company shall issue a stock certificate registered in the
name of the Optionee exercising such Option, representing the number of Common
Shares issued to such Optionee upon exercise of the Option.
(e) Termination or Expiration. Each Option shall expire on the
earlier of the tenth anniversary of the Date of Grant or six months after the
date the Optionee ceases to be a director of the Company.
(f) Transferability. Neither the Option nor any interest
therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner other than by will or the laws of descent
and distribution. During the recipient's lifetime, an Option may only be
exercised by the Optionee or the Optionee's guardian, or legal representative.
(g) Payment of Withholding Taxes. If the Company is obligated
by law to withhold an amount on account of any federal, state or local tax
imposed as a result of the exercise of the Option (such amount shall be
referred to herein as the "Withholding Liability"), the Optionee shall, on the
first date upon which the Company becomes obligated to pay the Withholding
Liability to the appropriate taxing authority, pay the Withholding Liability to
the Company in full in cash or by check.
(h) Stock Exchange Requirements and Compliance with Laws.
Notwithstanding anything to the contrary in this Plan, no Common Shares
purchased upon exercise of an Option, and no certificate representing all or
any part of such shares, shall be issued or delivered if (a) such shares have
not been admitted to listing upon official notice of issuance on each stock
exchange upon which shares of that class are then listed or (b) in the opinion
of counsel to the Company, such issuance or delivery would cause the Company to
be in violation of or to incur liability under any federal, state or other
securities law, or any requirements of any stock exchange listing agreement to
which the Company is a party, or any other requirement of law or of any
administrative or regulatory body having jurisdiction over the Company. It is
the Company's intent that this Plan comply in all respects with Rule 16b-3 of
the Securities Exchange Act of 1934, as amended (the "Act"), and any
regulations promulgated thereunder. If any provision of this Plan is later
found not to be in compliance with Rule 16b-3, such provision shall be deemed
null and void. All grants and exercise of Options under this Plan shall be
executed in accordance with the requirements of Section 16 of the Act, as
amended, and any regulations promulgated thereunder.
(i) Stock Option Agreement. Each grant of an Option under this
Plan shall be evidenced by an agreement duly executed on behalf of the Company
and the Optionee, dated as of the applicable date of the grant. Each such
agreement shall set forth the number of Common Shares subject to the Option,
the Exercise Price and the date upon which the Option, the Exercise Price and
the date upon which the Option becomes exercisable and shall incorporate by
reference the terms and conditions of this Plan.
3
<PAGE> 4
SECTION 5. Stock Subject to Plan.
(a) The maximum number of Common Shares that may be issued
pursuant to all Options granted under this Plan is 100,000, subject to
adjustment as provided in Section 7 hereof (such maximum number, as so
adjusted, shall be referred to herein as the "Share Limitation").
(b) Notwithstanding Section 4(a) of this Plan, no Option shall be
granted under this Plan unless, on the date of grant, the sum of (i) the
maximum number of Common Shares issuable at any time pursuant to such Option
plus (ii) the number of Common Shares that have previously been issued pursuant
to the exercise of Options granted under this Plan, plus (iii) the maximum
number of Common Shares that may be issued at any time thereafter pursuant to
the exercise of Options granted under this Plan that are outstanding on such
date, does not exceed the Share Limitation.
SECTION 6. Duration of Plan.
(a) No Options shall be granted under this Plan after June 17,
2002. Although Common Shares may be issued after June 17, 2002 pursuant to
Options granted prior to such date, no Common Shares shall be issued under this
Plan after June 17, 2012.
SECTION 7. Adjustments for Changes in Capitalization.
If the outstanding securities of the class then subject to this
Plan are increased, decreased, changed into or exchanged for a different number
or kind of shares of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, upon
proper authorization of the Board of Directors, an appropriate and
proportionate adjustment shall be made in (a) the number and type of shares or
other securities or cash or other property that may be acquired pursuant to
Options theretofore granted under this Plan and (b) the maximum number and type
of shares or other securities that may be issued pursuant to Options thereafter
granted under this Plan.
SECTION 8. Amendment and Termination of Plan.
The Board may amend or terminate this Plan at any time and in
any manner. However, (a) no such amendment or termination shall deprive the
recipient of any Option theretofore granted under this Plan, without the
consent of such recipient, of any of his or her rights thereunder or with
respect thereto, (b) no such amendment shall be effective without the approval
of the stockholders of the Company, if stockholder approval of the amendment is
then required pursuant to Rule 16b-3 under the Act, or the applicable rules of
any securities exchange, and (c) to the extent prohibited by Rule
16b-3(c)(2)(ii)B under the Act, this Plan may not be amended more than once
every six months.
SECTION 9. Effective Date of Plan.
This Plan shall be effective as of June 17, 1992, the date upon
which it was approved by the Board; provided, however, that no Common Shares
shall be issued under this Plan until it has been approved, directly or
indirectly, by the affirmative votes of the holders of a majority of the
securities of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with the laws of the State of Delaware.
SECTION 10. No Rights as Stockholder and Rights of Directors.
Neither the recipient of an Option under this Plan nor an
Optionee's successor or successors in interest shall have rights as a
stockholder of the Company with respect to any Common Shares subject to an
Option granted to such person until the date of issuance of a stock certificate
for such Common Shares. Neither this Plan, nor the granting of an Option
hereunder, nor any other action taken pursuant to this Plan shall constitute or
be evidence of any agreement or understanding, express or implied, that a
Director has a right to continue as a Director for any period of time or at any
particular rate of compensation.
SECTION 11. Governing Law.
This Plan and all rights and obligations under this Plan shall
be construed in accordance with and governed by the laws of the State of
Delaware.
4
<PAGE> 1
EXHIBIT 4.4
SIZZLER INTERNATIONAL, INC.
Non-Employee Director Stock Option Agreement
This Non-Employee Director Stock Option Agreement ("Agreement")
is made as of the ___ day of ___________, 199_, by and between Sizzler
International, Inc., a Delaware corporation (the "Company") and
___________________________________ (the "Option Holder").
RECITALS
Whereas, the Board of Directors of the Company has adopted, and
the stockholders of the Company have approved the Sizzler International, Inc.
Stock Option Plan for Non-Employee Directors (the "Plan").
Whereas, the Plan provides for the grant of stock options to the
Non-Employee Directors of the Company.
NOW, THEREFORE, the Company grants to Option Holder an Option,
as such term is used in the Plan, to purchase 2,000 shares of the Company's
Common Stock, $.01 par value, at an option exercise price of $_______ per
share (which is the closing price of shares of the Company's Common Stock on
the New York Stock Exchange on the date hereof), and the Option Holder hereby
confirms acceptance of such option, which is expressly subject to the following
terms and conditions:
1. Term. The specified term of this Option shall be a period
of 10 years, commencing on the date of this Option.
2. Exercisability. This Option shall become exercisable on
_____________________.
All purchases of shares under this Option must be made before
_______________, 200_.
3. Method of Exercise. This Option may be exercised only by
the Option Holder or his transferees by will or the laws of descent and
distribution. This Option may be exercised during its term by written notice
thereof signed and delivered by the Option Holder (or permitted transferee) to
the Secretary of the Company at its office in the City of Los Angeles, State of
California. Such notice shall state the number of shares being purchased and
shall be accompanied by
<PAGE> 2
the option exercise price for such shares in full in cash or by check.
4. Nontransferability. The Option Holder may not transfer this
Option other than by will or by the laws of descent and distribution. Except as
provided herein, this Option shall not be sold, transferred, assigned,
conveyed, gifted, pledged, hypothecated or disposed of in any way, whether by
operation of law or otherwise, and shall not be subject to execution,
attachment or similar process.
5. Termination of Status as Director. Except as provided
below, if the Option Holder ceases to be a Director of the Company within the
term of this Option for any reason other than death or disability and the
Option Holder shall not have then purchased all of the shares represented by
this Option, he shall thereafter have the right to exercise this Option only
for the number of shares to which he was entitled under this Option on the date
he ceases to be a Director, and such right shall lapse and this Option shall
terminate six (6) months after said termination date or upon the expiration of
the specified term of this Option, whichever date is sooner. Notwithstanding
the above, the Board of Directors of the Company may terminate this Option in
all respects effective upon the termination of the Option Holder's status as a
Director if the Board of Directors makes a determination that the termination
was the result of (i) refusal to perform his or her duties, (ii) gross or
willful misconduct that is materially harmful to the Company or
(iii) conviction of a crime of moral turpitude or a felony involving personal
dishonesty, and any such determination shall automatically be deemed made
retroactive to the date Option Holder ceases to be a Director.
6. (a) Death or Disability of Option Holder. If the Option
Holder ceases to be a Director of the Company or any of its subsidiaries and
without having fully exercised this Option, (1) in the case of death, the
executors or administrators of his estate shall have the right to exercise this
Option only for the number of shares to which the Option Holder was entitled to
exercise this Option on the date of his death, and such right shall lapse and
this Option shall terminate six (6) months after the date of Option Holder's
death or upon the expiration of the specified term of this Option, whichever
date is sooner, or (2) in the case of disability, the Option Holder shall have
the right to exercise this Option only for the number of shares to which the
Option Holder was entitled to exercise this Option on the date of his cessation
of employment due to disability and such right shall lapse and this Option
shall terminate six (6) months after the date the Option Holder ceases to be a
Director due to
2
<PAGE> 3
disability or upon the expiration of the specified term of this Option,
whichever date is sooner.
7. Termination. Notwithstanding anything to the contrary set
forth in this Agreement, this Option shall terminate upon the first to occur of
the following:
(a) the dissolution or liquidation of the Company;
(b) a reorganization, merger or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to this Option are exchanged for or converted into cash, property
and/or securities not issued by the Company, which reorganization, merger or
consolidation shall have been affirmatively recommended to the stockholders of
the Company by the Board; or
(c) a sale of substantially all of the property and assets
of the Company.
8. Requirements of Law and of Stock Exchanges. The issuance of
shares upon the exercise of this Option shall be subject to compliance with all
of the applicable requirements of law with respect to the issuance and sale of
such shares. In addition, the Company shall not be required to issue or deliver
any certificate or certificates for such purchase upon exercise of this Option
prior to the admission of such shares to listing on notice of issuance on the
New York Stock Exchange or any other stock exchange on which shares of the
Company's Common Stock are then listed.
By accepting this Option, the Option Holder represents and
agrees for himself and his permitted transferees that unless a registration
statement under the Securities Act of 1933 is in effect as to shares purchased
upon any exercise of this Option, any and all shares so purchased shall be
acquired for investment and not for sale or for distribution, and any notice of
the exercise of any portion of this Option delivered to the Company pursuant to
paragraph 3 hereof shall be accompanied by a representation and warranty in
writing, signed by the person entitled to exercise the same, that the shares
are being so acquired in good faith for investment and not for sale or
distribution.
9. Notices. Any notice to be given to the Company shall be
personally delivered to or addressed to the Secretary of the Company, at its
principal office, and any notice to be given to the Option Holder shall be
addressed to him at the address given beneath his signature hereto, or at such
other address as the Option Holder may hereafter designate in writing to the
Company. Any notice to the Company is deemed
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given when received by the Company. Any notice to the Option Holder is deemed
given when enclosed in a properly sealed envelope addressed as aforesaid,
registered or certified, and deposited, postage and registration or
certification fee prepaid, in a post office or branch post office regularly
maintained by the United States.
10. Payment of Income Taxes. If the Company is required to
withhold an amount on account of any federal, state of local tax (including,
without limitation, any income, FICA, disability insurance, or employment tax)
imposed as a result of the exercise of this Option, the Option Holder shall,
concurrently with such withholding, pay such amount to the Company in full in
cash or by check.
11. Stock Option Plan. This Option is subject to all of the
terms and conditions of the Company's Stock Option Plan for Non-Employee
Directors as the same shall be amended from time to time in accordance with the
terms thereof, but no such amendment shall, without the Option Holder's
consent, adversely affect the Option Holder's rights under this Option. The
interpretation and construction by the Company's Board of Directors of the
Plan, this Agreement, the Option, and such rules and regulations as may be
adopted by the Company's Board of Directors for the purpose of administering
the Plan, shall be final and binding upon the Option Holder. All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Plan.
12. Stockholder Rights. No person or entity shall be entitled
to vote, receive dividends, or be deemed for any purpose the holder of any
Common Stock purchasable hereunder until this Option shall have been duly
exercised to purchase such Common Stock in accordance with the provisions of
this Agreement.
13. Governing Law. This Agreement and the Option granted
hereunder shall be construed and enforced in accordance with the laws of the
State of Delaware (except to the extent preempted by federal law).
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IN WITNESS WHEREOF, the Company has granted and issued this
Option, at Los Angeles, California, on the day and year first above written.
SIZZLER INTERNATIONAL, INC.
By:
------------------------------------
ACCEPTED:
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Option Holder
------------------------------------
Social Security Number
------------------------------------
Address
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<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. Stock Option Plan for
Non-Employee Directors as amended through August 20, 1997 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 a
nonemployee director stock incentive plan designed to enable the
Company and its subsidiaries to attract and retain highly competent
persons as nonemployee directors of the Company by providing them
with opportunities to acquire a proprietary interest in the Company
by the grant to such persons of nonqualified stock options which may
result in their ownership of Common Stock; and
WHEREAS, the Company has a 1992 Stock Option Plan for Nonemployee
Directors and a 1996 Stock Purchase Plan for Nonemployee Directors
(the "Old Director Plans") under which the Company's nonemployee
directors may receive options to purchase the Common Stock of the
Company or purchase such stock in lieu of fees; and
WHEREAS, the Board no longer considers the Old Director Plans as
adequate to attract and retain the caliber of nonemployee director
required by the Company; and
WHEREAS, the Board has directed management to prepare a new
nonemployee director stock incentive plan; and
WHEREAS, management has prepared, and submitted to the Board for
review, a 1997 Nonemployee Directors' Stock Incentive Plan attached
to the Proxy Materials as an appendix (the "New Director Plan"); and
WHEREAS, the Board has reviewed the New Director Plan together with
the Proxy Materials; and
NOW, THEREFORE, BE IT RESOLVED, that the New Director Plan in the form
attached as Appendix A to the Proxy Materials be, and it hereby is,
approved and adopted; and
<PAGE> 2
RESOLVED FURTHER, that the New Director Plan be submitted to the
stockholders of the Company for approval at the 1997 Annual Meeting;
and
RESOLVED FURTHER, that subject to approval of the New Director Plan
by the stockholders of the Company, four hundred thousand (400,000)
shares of Common Stock (subject to adjustment and in accordance with
the New Director Plan) be, and they hereby are, reserved for issuance
under the New Director Plan; and
RESOLVED FURTHER, that the New Director Plan replace the Old Director
Plans in their entirety, and that the Old Director Plans terminate
effective upon the effectiveness of the New Director Plan; and
RESOLVED FURTHER, that the final draft of the New Director 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 shares of Common Stock issuable under the
New Director 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 Director 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
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Michael B. Green
[SEAL]
