<PAGE COVER>
SECURITIES AND EXCHANGE COMMISSION
Form S-3
Registration Statement under
The Securities Act of 1933
OUTBACK STEAKHOUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
59-3061413
(I.R.S. Employer Identification No.)
550 North Reo Street, Suite 200
Tampa, Florida 33609, Telephone: (813) 282-1225
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. ___
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. _X_
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ___ _____________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ___
_____________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ___
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be Price Offering Registration
to be Registered Registered Per Share <F1> Price Fee
<S> <C> <C> <C> <C>
Common Stock, par value $.01 104,828 $31.75 $3,328,289 $1,148
<FN>
<F1> Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee. The proposed maximum offering price per share and the
proposed maximum aggregate offering price are based on the average of the
high and low sale prices on July ___, 1996, of the Registrant's Common
Stock as reported on the NASDAQ National Market System.
</FN>
</TABLE>
RED HERRING
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such State.
<PAGE 1>
PROSPECTUS
Subject to completion
July 9, 1996
OUTBACK STEAKHOUSE, INC.
104,828 Shares
Common Stock, $.01 par value
This Prospectus relates to shares of Common Stock of Outback
Steakhouse, Inc. (the "Company") which may be offered for sale from
time to time for the account of certain stockholders of the Company
(the "Selling Stockholders"). See "Selling Stockholders." Shares
may be offered until _____ ___, 1996 [45 days after the date of the
Prospectus] for the account of the Selling Stockholders. See "The
Offering." The Company will not receive any proceeds from the sale
of Common Stock by the Selling Stockholders. The Company's Common
Stock is traded on the NASDAQ National Market System under the
symbol "OSSI." On July ___, 1996, the last reported sale price of
the Common Stock was $______ per share.
_______________________
The distribution of shares of Common Stock by the Selling
Stockholders may be effected from time to time in one or more
transactions (which may involve block transactions) in the
over-the-counter market, on the NASDAQ National Market System, or on any
exchange on which the Common Stock may then be listed in negotiated
transactions, through the writing of options on shares (whether
such options are listed on an options exchange or otherwise), or a
combination of such methods of sale, at market prices prevailing at
the time of sale, at prices related to such prevailing market
prices, or at negotiated prices. The Selling Stockholders may
effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the
Selling Stockholders and/or purchasers of shares for whom they may
act as agent (which compensation may be in excess of customary
commissions). The Selling Stockholders also may pledge shares as
collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.
All expenses of the registration of the Common Stock covered
by this Prospectus will be borne by the Company pursuant to
preexisting agreements, except that the Company will not pay (i)
any Selling Stockholder's underwriting discounts or selling
commissions, or (ii) fees and expenses of any Selling Stockholder's
counsel.
See "Risk Factors" at Page 4 for a discussion of certain risk
factors that should be considered by prospective investors.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is [July ___], 1996.
<PAGE 2>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports and other information (including proxy and information
statements) filed by the Company can be inspected and copied at the
public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10007;
and Chicago Regional Office, 500 West Madison Street, 14th Floor,
Chicago, Illinois 60661. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is hereby
made to the Registration Statement and related exhibits for further
information with respect to the Company and the Common Stock.
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated by
reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995; and
(2) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
All reports and other documents filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Prospectus and prior to the termination of this
offering shall be deemed to be incorporated by reference into this
Prospectus and shall be deemed to be a part hereof from the
respective dates of filing of such reports and other 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 all purposes to the extent that a statement
contained in this Prospectus or in any other subsequently filed
document that is also incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom
this Prospectus is delivered, upon written or oral request, a copy
of any and all documents incorporated by reference in this
Prospectus (other than exhibits to such documents unless such
exhibits are incorporated by reference therein). Requests for such
copies should be directed to Outback Steakhouse, Inc., 550 North
Reo Street, Suite 200, Tampa, Florida 33609, Attention: Robert S.
Merritt, Sr. Vice President, Telephone (813) 282-1225.
Outback Steakhouse is a registered service mark and Bloomin'
Onion is a registered trademark of Outback Steakhouse, Inc.
THE OFFERING
Up to 104,828 shares may be offered from time to time until
_________, 1996 [45 days after the date of this Prospectus] for the
account of the Selling Stockholders. See "Selling Stockholders."
The Company will not receive any proceeds from the sale of shares
covered by this Prospectus. The Company's Common Stock is traded
in the NASDAQ National Market System under the symbol "OSSI."
<PAGE 3>
THE COMPANY
The Company's Outback Steakhouse restaurant system included
332 full-service restaurants, 43 of which are franchised to
unaffiliated franchisees, at June 30, 1996. The restaurants serve
dinner only and feature a limited menu of high quality, uniquely
seasoned steaks, rack of lamb, prime rib, chops, ribs, chicken,
fish, and pasta. The restaurants also offer specialty appetizers,
including the signature "Bloomin' Onion ," desserts and full liquor
service. The Company believes that it differentiates its
restaurants by:
* emphasizing consistently high quality ingredients and
preparation of a limited number of menu items that appeal
to a broad array of tastes;
* featuring generous portions at moderate prices;
* attracting a diverse mix of customers through a casual
dining atmosphere emphasizing highly attentive service;
* hiring and retaining experienced restaurant management by
providing general managers the opportunity to purchase a
10% interest in the restaurants they manage; and
* limiting service to dinner (generally from 4:30 p.m. to
11:00 p.m.), which reduces the hours of restaurant
management and employees.
In April 1993, the Company purchased a 50% interest in the
cash flows of two Carrabba's Italian Grill restaurants located in
Houston, Texas (the "Original Restaurants"), and entered into a
50-50 joint venture with the founders ofCarrabba's to develop
additional Carrabba's Italian Grill restaurants. In January 1995,
the Company and the Carrabba's founders reached an agreement to
reorganize the Carrabba's concept. Under the terms of the
agreement, the founders obtained sole ownership of the Original
Restaurants, and the Company obtained sole ownership of the
Carrabba's concept and the four restaurants in Florida. The
original 5050 joint venture will continue to develop restaurants in
the State of Texas. The Company has sole ownership of restaurants
outside of Texas, will continue to develop Carrabba's Italian
Grills outside of Texas as Companyowned restaurants, and will pay
royalties to the founders ranging from 1.0% to 1.5% of sales of
Carrabba's restaurants opened after 1994.
As of June 30, 1996, the Company's Carrabba's Italian Grill
concept included 28 full-service restaurants, eleven of which were
owned by the joint venture. The restaurants have a casual
atmosphere, serve dinner only, and feature a limited menu of high
quality classic and specialty Italian-themed chicken, fish,
seafood, veal, steak, pasta, and pizza entrees. The restaurants
also offer appetizers, desserts, and full liquor service.
The Company was incorporated in October 1987, as Multi-Venture
Partners, Inc., a Florida corporation. In January 1990, the
Company changed its name to Outback Steakhouse, Inc., and in April
1991, the Company changed its name to Outback Steakhouse of
Florida, Inc. ("Outback Florida"). Outback Steakhouse, Inc., a
Delaware corporation ("Outback Delaware"), was formed in April
1991, as part of a corporate reorganization completed in June 1991,
in connection with the Company's initial public offering. As a
result, Outback Delaware became a holding company for Outback
Florida. Unless the context requires otherwise, references to the
"Company" or "Outback" mean Outback Delaware, its wholly owned
subsidiaries Outback Florida and Carrabba's Italian Grill, Inc.,
and each of the limited partnerships and joint ventures controlled
by the Company. The Company's principal executive offices are
located at 550 North Reo Street, Suite 200, Tampa, Florida 33609.
The Company's telephone number is (813) 282-1225.
<PAGE 4>
RISK FACTORS
Prospective purchasers should carefully consider the following
information in addition to the other information contained in this
Prospectus in evaluating an investment in the Common Stock.
Growth Strategy
The Company has experienced substantial growth and expects to
maintain a rapid pace of development by opening 30 to 35 Outback
Steakhouse restaurants and 15 to 20 Carrabba's Italian Grill
restaurants in the second half of 1996. The Company's ability to
achieve this restaurant opening schedule will depend on a number of
factors, including the availability of suitable locations, the
ability to hire and train skilled management personnel, the
availability of adequate financing, and other factors, some of
which are beyond the control of the Company. There can be no
assurance that the Company will be able to continue to open all its
planned new restaurants or that, if opened, those restaurants can
be operated profitably or as profitably as the Company's existing
restaurants. Moreover, the opening of additional restaurants in
the same market areas could have the effect of attracting customers
from existing restaurants located in that area. Furthermore, there
also can be no assurance that the Company will experience the same
level of success in the development of the Carrabba's restaurant
concept as it has experienced in the development of the Outback
Steakhouse restaurant concept.
Competition
The restaurant industry is intensely competitive with respect
to price, service, location, and food quality, and there are many
well-established competitors with substantially greater financial
and other resources than the Company. Recently there has been
increasing competition developing in the mid-price, full-service,
casual dining segment in which the Company's restaurants operate.
A number of these companies operate steakhouses and have announced
their intention to expand rapidly, including into markets in which
the Company's restaurants are located. Some of the Company's
competitors have been in existence for a substantially longer
period than the Company and may be better established in the
markets where the Company's restaurants are or may be located. The
restaurant business is often affected by changes in consumer
tastes, national, regional or local economic conditions,
demographic trends, traffic patterns, and the type, number, and
location of competing restaurants. In addition, factors such as
inflation, increased food, labor and benefits costs, and the
availability of experienced management and hourly employees may
adversely affect the restaurant industry in general and the
Company's restaurants in particular.
Dependence on Management
The success of the Company's business will continue to be
highly dependent upon Messrs. Sullivan, Basham, and Gannon. The
loss of the services of one or more of them could have a materially
adverse effect upon the Company's business and development. The
Company's continued growth also will depend upon its ability to
attract and retain additional skilled management personnel.
Government Regulation
The restaurant business is subject to extensive state and
local government regulation, including those relating to the sale
of food and alcoholic beverages. The failure to retain food and
liquor licenses would adversely affect the operations of
restaurants. In addition, restaurant operating costs are affected
by increases in the minimum hourly wage, unemployment tax rates,
sales taxes, and mandated benefit programs, such as health
insurance, and similar matters over which the Company has no
control.
<PAGE 5>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
shares offered hereby.
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company's Certificate of Incorporation (the "Certificate")
authorizes 100,000,000 shares of Common Stock, $0.01 par value per
share, of which 47,926,288 shares were issued and outstanding as of
June 30, 1996, and approximately 4,428,477 were reserved for
issuance to approximately 292 current and former employees, seven
nonemployee directors, and four consultants upon exercise of
outstanding stock options. Holders of Common Stock are entitled to
one vote per share on all matters to be voted upon by the
stockholders. The holders of Common Stock do not have cumulative
voting rights in the election of directors. The Board of Directors
presently consists of twelve members divided into three classes.
The directors of the class elected at each annual meeting of
stockholders hold office for a term of three years. Holders of
Common Stock are entitled to receive dividends when, as and if
declared from time to time by the Board of Directors out of funds
legally available therefor, after payment of dividends required to
be paid on outstanding Preferred Stock, if any. In the event of
liquidation, dissolution or winding up of the Company, the holders
of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities subject to prior
distribution rights of any Preferred Stock then outstanding. The
Common Stock has no preemptive or conversion rights and is not
subject to further calls or assessment by the Company. There are
no redemption or sinking fund provisions applicable to the Common
Stock. All currently outstanding Common Stock of the Company is
duly authorized, validly issued, fully paid, and nonassessable.
Preferred Stock
The Certificate authorizes 2,000,000 shares of Preferred
Stock, $0.01 par value, none of which were outstanding as of June
30, 1996. The Board of Directors has the authority, without any
further vote or action by the stockholders, to issue Preferred
Stock in one or more series and to fix the number of shares,
designations, relative rights (including voting rights),
preferences, and limitations of such series to the full extent now
or hereafter permitted by Delaware law. The Company has no present
intention to issue Preferred Stock.
Anti-Takeover Provisions
Management of the Company currently owns or has the right to
acquire approximately 22.16% of the outstanding Common Stock. The
provisions regarding the division of the Board of Directors into
classes and the ability of the Board of Directors to issue
Preferred Stock as described above may make it more difficult for,
and may discourage other persons or companies from making a tender
offer for, or attempting to acquire, substantial amounts of the
Company's Common Stock. This could have the effect of inhibiting
changes in management and may also prevent temporary fluctuations
in the market price of the Company's Common Stock which often
result from actual or rumored takeover attempts.
Registrar and Transfer Agent
The registrar and transfer agent for the Company's Common
Stock is Bank of New York, New York, New York.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of substantial amounts of Common Stock in the public
market could adversely affect market prices of the Common Stock and
make it more difficult for the Company to sell equity securities in
the future at times and prices which it deems appropriate.
<PAGE 6>
As of June 30, 1996, 47,926,288 shares of Common Stock were
issued and outstanding, of which 32,104,211 shares will be freely
tradeable (assuming all of the 104,828 shares offered hereby are
sold to nonaffiliates) without restriction or further registration
under the Securities Act. The 15,822,077 remaining shares (the
"Restricted Shares") may not be sold except in compliance with the
registration requirements of the Securities Act or pursuant to an
exemption from registration such as the exemption provided by Rule
144 under the Securities Act, and then only in compliance with the
volume and manner of sale limitations of Rule 144. Approximately
12,279,079 Restricted Shares owned by affiliates and others
currently are eligible for sale under Rule 144. Of the 3,542,998
remaining Restricted Shares, approximately 34,000 Restricted Shares
will be eligible for sale under Rule 144 in 1996; approximately
186,963 Restricted Shares will be eligible for sale under Rule 144
in 1997; and approximately 3,322,035 Restricted Shares will be
eligible for sale under Rule 144 in 1998 (assuming the 104,828
shares of which that are registered hereunder are sold pursuant to
this Prospectus).
In general, under Rule 144 a stockholder (or stockholders
whose shares are aggregated) who has beneficially owned for at
least two years shares privately acquired directly or indirectly
from the Company or from an "affiliate" of the Company, and persons
who are affiliates of the Company, are entitled to sell within any
three-month period a number of shares that does not exceed the
greater of 1% of the outstanding shares of the Company's Common
Stock (approximately 4,792,629 shares at June 30, 1996) or the
average weekly trading volume in the Company's Common Stock in the
over-the-counter market during the four calendar weeks preceding
such sale and may only sell such shares through unsolicited
brokers' transactions. A stockholder (or stockholders whose shares
are aggregated) who has not been an affiliate of the Company for at
least 90 days and who has beneficially owned his Restricted Stock
for at least three years is entitled to sell such shares under Rule
144 without regard to the volume and manner of sale limitations
described above.
SELLING STOCKHOLDERS
On December 31, 1995, the Company issued 1,322,580 shares of
Common Stock to the shareholders of 19 corporations serving either
as a franchisee or the sole general partner of a franchisee limited
partnership of the franchisee group commonly known as the Hal Smith
Restaurant Group ("HSG"), which entities owned and operated 19
Outback Steakhouse franchised restaurants (the "HSG Restaurants")
located in the Great Plains states. The shares were issued in
connection with the merger of the corporations into the Company.
In conjunction with the acquisition of the HSG Restaurants, the
Company also issued 6,800 shares of Common Stock to the two
shareholders of OBReal Estate, Inc. ("OBRE"). OBRE owned the real
property on which two of the HSG Restaurants are located. Under
the terms of the HSG Agreement and Plan of Reorganization and the
OBRE Agreement, the Company has agreed to file a registration
statement under the Securities Act to cover the sale of up to 25%
of the shares issued to the former HSG shareholders and all of the
shares issued to the OBRE shareholders, and to keep such
registration statement effective for a period not to exceed 45 days
from the date of this Prospectus, with a separate registration
statement to be filed for Hal W. Smith, a member of the Company's
Board of Directors, in July 1996. Accordingly, 104,658 shares of
Common Stock covered by this Prospectus are being offered for sale
by Hal W. Smith, one of the former HSG and OBRE shareholders.
On March 1, 1996, the Company issued 732,385 shares of Common
Stock to the former shareholders of FMI Restaurants, Inc. ("FMI"),
which served as sole general partner of nine limited partnerships,
and to the former shareholders of Fore Management West End, Inc.
("West End"), which entities owned and operated ten Outback
Steakhouse franchised restaurants (the "FMI/West End Restaurants")
located in Tennessee. The shares were issued in connection with
the merger of FMI and West End into the Company and the exchange of
limited partnership interests held by limited partners for shares
of Common Stock (the "FMI/West End Investors"). In conjunction
with the acquisition of the FMI/West End Restaurants, the Company
also issued 13,557 shares of Common Stock to the partners of a
general partnership and members of a limited liability company (the
"FMI RE Investors") affiliated with FMI (the "FMI RE Entities"),
each of which owned one real estate site upon which a FMI/West End
Restaurant was located. Under the terms of the FMI/West End
Agreement and Plan of Reorganization and the FMI RE Entities'
Agreements, the Company agreed to file a registration statement
under the Securities Act to cover the sale of up to 25% of the
<PAGE 7>
shares issued to the FMI/West End Investors, and for all of the
shares issued to the FMI RE Investors, and to keep such
registration statement effective for a period not to exceed 45 days
from the date of this Prospectus. Accordingly, 170 shares of
Common Stock covered by this Prospectus are being offered for sale
by one FMI/West End Investor who was inadvertently omitted from a
prior registration statement.
The number of shares being offered by the Selling Stockholders
are governed by the preexisting agreements between the Selling
Stockholders and the Company described above. The following table
sets forth certain information with respect to the beneficial
ownership of the Company's Common Stock as of June 30, 1996, and as
adjusted to reflect the assumed sale of all of the shares offered
hereby by the Selling Stockholder.
<TABLE>
<CAPTION>
Shares Beneficially Number of Shares Beneficially
Owned Prior Shares Owned After
to the Offering <F1> Being the Offering <F1>
Number Percent Offered Number Percent
<S> <C> <C> <C> <C> <C>
Smith, Hal W. <F2> 438,432 * 104,658 333,774 *
Brooks, Wes & Co. Profit
Sharing Plan <F3> 681 * 150 531 *
Total Shares Offered 104,808
*Less than 1%.
<FN>
<F1> The named stockholder has sole voting and investment power
with respect to the shares shown as being beneficially owned by it,
except as otherwise indicated.
<F2> Former HSG Shareholder and OBRE shareholder. Hal W. Smith is
a member of the Company's Board of Directors.
<F3> Former Former FMI/West End Investor.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock by a Selling
Stockholder may be effected from time to time in one or more
transactions (which may involve block transactions) in the
over-the-counter market, or on the NASDAQ National Market System (or any
exchange on which the Common Stock may then be listed) in
negotiated transactions, through the writing of options (whether
such options are listed on an options exchange or otherwise), or a
combination of such methods of sale, at market prices prevailing at
the time of sale, at prices related to such prevailing market
prices or at negotiated prices. A Selling Stockholder may effect
such transactions by selling shares to or through broker-dealers,
and such brokerdealers may receive compensation in the form of
underwriting discounts, concessions or commissions from a Selling
Stockholder and/or purchasers of shares for whom they may act as
agent (which compensation may be in excess of customary
commissions). A Selling Stockholder also may pledge shares as
collateral for margin accounts and such shares could be resold
pursuant to the terms of such accounts.
In order to comply with certain state securities laws, if
applicable, the Common Stock will not be sold in a particular state
unless such securities have been registered or qualified for sale
in such state or any exemption from registration or qualification
is available and complied with.
The Company will not receive any of the proceeds from the sale
of shares of Common Stock by the Selling Stockholders.
<PAGE 8>
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will
be passed upon for the Company by Baker & Hostetler, Cleveland,
Ohio.
EXPERTS
The financial statements incorporated in this Prospectus
by reference from the Company's annual report on Form 10K for the
year ended December 31, 1995 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is
incorporated herein by reference and has been so incorporated in
reliance upon such report given upon the authority of that firm as
experts in accounting and auditing.
<PAGE 9>
No dealer, salesman, or other
person has been authorized to give
any information or to make any
representations other than those OUTBACK STEAKHOUSE, INC.
contained in this Prospectus, and,
if given or made, such information
or representations must not be relied 104,828 Shares
upon as having been so authorized.
This Prospectus does not constitute an Common Stock
offer to sell or a solicitation of an
offer to buy such securities in any
jurisdiction to any person to whom it
is unlawful to make such an offer or
solicitation in such jurisdiction.
Neither the delivery of this Prospectus
nor any sale hereunder shall, under any PROSPECTUS
circumstances, create any implication
that there has been no change in the
affairs of the Company since the date
hereof or that the information [July ___, 1996]
contained herein is correct as of any time
subsequent to its date.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain
Documents by Reference 2
The Offering 2
The Company 3
Risk Factors 4
Use of Proceeds 5
Description of Capital
Stock 5
Shares Eligible for
Future Sale 5
Selling Stockholders 6
Plan of Distribution 7
Legal Matters 7
Experts 8
<PAGE II-1>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses in
connection with the issuance and distribution of the securities
being registered hereunder. Except for the SEC registration fee,
all amounts are estimates. The Selling Stockholders will pay any
transfer and sales taxes on the shares sold by them in this filing
and the fees and expenses of its own counsel.
<TABLE>
<S> <C>
SEC registration fee $1,148
Accounting fees and expenses 500*
Legal fees and expenses 500*
Blue Sky fees and expenses (including counsel fees) 0*
Printing expenses 0*
Transfer agent's and registrar's fees and expenses 200*
Miscellaneous expenses 200*
Total $2,548
*Estimated.
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware sets forth the conditions and limitations governing the
indemnification of officers, directors and other persons.
References are made to Article VI of the Registrant's Bylaws,
a copy of which is incorporated herein by reference as Exhibit 3.2,
which provide for indemnification of officers and directors of the
Registrant to the full extent authorized by the aforesaid section
of the General Corporation Law of the State of Delaware. Section
9 of Article VI of the Bylaws also authorizes the Registrant to
purchase and maintain insurance on behalf of any officer, director,
employee, trustee or agent of the Registrant against any liability
asserted against or incurred by them in such capacity or arising
out of their status as such whether or not the Registrant would
have the power to indemnify such officer, director, employee,
trustee or agent against such liability under the provisions of
such article or Delaware law.
Section 102(b) of the General Corporation Law of the State of
Delaware permits corporations to eliminate or limit the personal
liability of a director to the corporation or its stockholders for
monetary damages for breach of the fiduciary duty of care as a
director. Reference is made to Article Eighth of the Registrant's
Certificate of Incorporation, as amended, a copy of which is
incorporated herein by reference as Exhibit 3.1, which limits a
director's liability in accordance with the aforesaid section of
the General Corporation Law of the State of Delaware.
The Registrant has entered into Indemnification Agreements
with its executive officers and directors, a form of which is
incorporated herein by reference as Exhibit 4.2. These
Indemnification Agreements provide that the executive officers and
directors will be indemnified to the fullest extent permitted by law against
all expenses (including attorneys' fees), judgments, fines and
amounts paid or incurred by them for settlement in any action or
proceeding, including any derivative action, on account of their
service as a director or officer of the Company or of any
subsidiary of the Company or of any other company or enterprise in
which they are serving at the request of the Company. No indemnity
will be provided to any director or officer under these agreements
on account of conduct which is finally adjudged to be knowingly
fraudulent or deliberately dishonest or willful misconduct. In
addition, no indemnification will be provided if there is a final
adjudication that such indemnification is not lawful, or in respect
of any suit in which judgment is rendered against a director or
officer for an accounting of profits made from a purchase or sale
of securities of the Company in violation of Section 16(b) of the
Securities Exchange Act of 1934, or of any similar statutory law,
or on account of any compensation paid to a director or officer
which is adjudicated to have been in violation of law, and in
certain other circumstances.
<PAGE II-2>
The agreements bind the Company to provide indemnification to
directors and officers whether or not the Company maintains
directors' and officers' liability insurance coverage and
regardless of any future changes in the Bylaws, although the agreements
require the Company to use reasonable efforts to obtain and
maintain such insurance. The protection to be afforded directors
and officers by the agreements is broader than that provided under
the indemnification provisions contained in the Bylaws. Under the
agreements, unlimited indemnification is provided in respect of
judgments and amounts paid in settlement of derivative actions,
while under the Bylaws, indemnity in derivative actions is limited
to expenses of the directors or officers and is provided only if
the director or officer is successful on the merits. Moreover,
under the Bylaws, indemnity generally is permitted only if an
individual determination is made that the person claiming indemnity
has met certain specified standards of conduct. This same
requirement is not contained in the contracts.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (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 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 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 Act and will be
governed by the final adjudication of such issue.
Item 16. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
2.1 Agreement and Plan of Reorganization, dated December 26,
1995, among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., Hal W. Smith, William E. Rosenthal, Geoff
Alston, David M. Brauckmann, Don Elliott, Joseph C.
Penshorn, Waymon D. Williams, William J. Bishop, Dan
Trierweiler, OB-Little Rock, Inc., and Lane Resources
Trust (included as an exhibit to Registrant's Current
Report on Form 8-K, dated December 31, 1995, filed
January 17, 1996, and incorporated herein by reference)
2.2 Agreement and Plan of Reorganization, dated February 2,
1996, among Outback Steakhouse, Inc., Outback Steakhouse of
Florida, Inc., Robert Frey, Ronald Sock, David Terry,
Joseph Sumislawski, FMI Restaurants, Inc., Fore Management
West End, Inc., Fore Management, Inc. and Fore Management
Leasing, L.P. (included as an exhibit to Registrant's
Amended Current Report on Form 8-K/A, dated December 31,
1995, filed April 1, 1996, and incorporated herein by
reference)
4.1 Specimen Stock Certificate (included as an exhibit to the
Registrant's Registration Statement on Form S-1,
No. 33-40255, and incorporated herein by reference)
4.2 Form of Indemnification Agreement with officers and
directors (included as an exhibit to the Registrant's
Registration Statement on Form S-1, No. 33-40255,
and incorporated herein by reference)
5 Opinion of Baker & Hostetler as to the legality of the
shares of Common Stock being registered (filed herewith)
23.1 Consent of Baker & Hostetler (contained in its opinion
filed herewith as Exhibit 5 and incorporated herein by
reference)
<PAGE II-3>
23.2 Consent of Deloitte & Touche LLP (filed herewith)
24.1 Power of Attorney (found in Part II on Page II-5)
24.2 Certified Resolutions of the Board of Directors authorizing
Power of Attorney (filed herewith)
</TABLE>
Item 17. Undertakings
The undersigned 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent posteffective 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;
provided, however, that paragraphs (i) and (ii) above do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a
form of prospectus 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 the securities being registered which remain unsold at
the termination of the offering.
The undersigned 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 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 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.
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 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 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 Act and will be governed by the final adjudication of such
issue.
The undersigned Registrant hereby undertakes that:
<PAGE II-4>
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule
430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as of
the time it was declared effective.
(2) For the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form
of prospectus 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.
<PAGE II-5>
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 S3 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Tampa, State of Florida, on the 5th day of July, 1996.
OUTBACK STEAKHOUSE, INC.
By:/s/ Chris T. Sullivan
Chris T. Sullivan, Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Chris T. Sullivan,
Robert Merritt and Joseph J. Kadow, or any one of them, his true
and lawful attorneys-in-fact and agents, 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 pre- or
post-effective amendments to this Registration Statement, and to
file the same with all exhibits thereto, and 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 or 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 their orhis 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Chris T. Sullivan Chairman, Chief Executive July 5, 1996
Chris T. Sullivan Officer, and Director
(Principal Executive Officer)
/s/ Robert S. Merritt Senior Vice President, Chief July 5, 1996
Robert S. Merritt Financial Officer, Treasurer,
Assistant Secretary, and
Director (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Robert D. Basham President, Chief Operating July 5, 1996
Robert D. Basham Officer, and Director
<PAGE II-6>
/s/ J. Timothy Gannon Senior Vice President and July 5, 1996
J. Timothy Gannon Director
/s/ Edward L. Flom Director July 5, 1996
Edward L. Flom
/s/ John A. Brabson, Jr. Director July 5, 1996
John A. Brabson, Jr.
/s/ Charles H. Bridges Director July 5, 1996
Charles H. Bridges
/s/ W. R. Carey, Jr. Director July 5, 1996
W. R. Carey, Jr.
/s/ Hal W. Smith Director July 5, 1996
Hal W. Smith
/s/ Lee Roy Selmon Director July 5, 1996
Lee Roy Selmon
/s/ Nancy Schneid Director and Vice July 5, 1996
Nancy Schneid President--Marketing
(Outback Steakhouse of
Florida, Inc.)
/s/ Debbi Fields Director July 5, 1996
Debbi Fields
</TABLE>
EXHIBIT 2.1
Agreement and Plan of Reorganization, dated December 26, 1995,
among Outback Steakhouse, Inc., Outback Steakhouse of Florida,
Inc., Hal W. Smith, William E. Rosenthal, Geoff Alston, David M.
Brauckmann, Don Elliott, Joseph C. Penshorn, Waymon D. Williams,
William J. Bishop, Dan Trierweiler, OB-Little Rock, Inc., and Lane
Resources Trust (included as an exhibit to Registrant's Current
Report on Form 8-K, dated December 31, 1995, filed January 17,
1996, and incorporated herein by reference)
EXHIBIT 2.2
Agreement and Plan of Reorganization, dated February 2, 1996, among
Outback Steakhouse, Inc., Outback Steakhouse of Florida, Inc.,
Robert Frey, Ronald Sock, David Terry, Joseph Sumislawski, FMI
Restaurants, Inc., Fore Management West End, Inc., Fore Management,
Inc. and Fore Management Leasing, L.P. (included as an exhibit to
Registrant's Amended Current Report on Form 8-K/A, dated December
31, 1995, filed April 1, 1996, and incorporated herein by
reference)
EXHIBIT 4.1
Specimen Stock Certificate (included as an exhibit to the
Registrant's Registration Statement on Form S-1, No. 33-40255, and
incorporated herein by reference)
EXHIBIT 4.2
Form of Indemnification Agreement with officers and directors
(included as an exhibit to the Registrant's Registration Statement
on Form S-1, No. 33-40255, and incorporated herein by reference)
EXHIBIT 5
BAKER
&
HOSTETLER
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114-3435
(216) 621-0200 Fax (216) 696-0740
July 5, 1996
Outback Steakhouse, Inc.
550 North Reo Street, Suite 200
Tampa, FL 33609
Re: Registration Statement on Form S-3
Gentlemen:
As counsel for Outback Steakhouse, Inc., a Delaware
corporation (the "Company"), we are familiar with the Company's
Registration Statement on Form S-3 (the "Registration Statement")
being filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, with respect to 104,828 shares
of the Company's Common Stock, $.01 par value (the "Shares"), all
of which Shares are being offered for the account of certain
selling stockholders named in the Registration Statement.
In connection with the foregoing, we have examined the
Certificate of Incorporation, as amended, and the By-Laws of the
Company, and such records of the corporate proceedings of the
Company and such other documents as we have deemed necessary to
render this opinion.
Based upon the foregoing examination, we are of the opinion
that the Shares are legally issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the prospectus which constitutes a part
of the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler
EXHIBIT 23.1
Consent of Baker& Hostetler (contained in its opinion filed
herewith as Exhibit 5 and incorporated herein by reference)
EXHIBIT 23.2
Deloitte & Touche LLP
Suite 1200
201 East Kennedy Boulevard
Tampa, Florida 33602
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
Outback Steakhouse, Inc.
Tampa, Florida
We consent to the incorporation by reference in this Registration
Statement of Outback Steakhouse, Inc., (the "Company") on Form S-3
of our report dated February 21, 1996, incorporated by reference in
the Annual Report on Form 10-K of the Company for the year ended
December 31, 1995 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Tampa, Florida
July 2, 1996
EXHIBIT 24.1
Power of Attorney (found on Page II-5)
EXHIBIT 24.2
Certificate of Secretary
of
Outback Steakhouse, Inc.
THE UNDERSIGNED, JOSEPH J. KADOW, hereby certifies that:
1. He is the duly elected and acting secretary of OUTBACK
STEAKHOUSE, INC., a Delaware corporation (the "Company");
2. The following is a true, correct, and complete copy of a
resolution of the Board of Directors of the Company adopted by a
written action of directors without a meeting effective as of April
23, 1996:
RESOLVED, each person whose signature appears
below constitutes and appoints Chris T. Sullivan,
Robert S. Merritt, and Joseph J. Kadow, or any
one of them, his true and lawful attorney-in-fact
and agent, 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 pre- or post-effective amendments
to the Registration Statement, and to file the
same with all exhibits thereto, and other documents
in connection therewith, with the Commission and
the National Association of Securities Dealers, Inc.,
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 or
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 their or his substitutes, may lawfully do
or cause to be done by virtue hereof.
3. The above resolution is in full force and effect as of the
date hereof, and has not been amended or modified.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
his name as of the 2nd day of July, 1996.
/s/ Joseph J. Kadow
JOSEPH J. KADOW
