<PAGE>
As filed with the Securities and Exchange Commission on April 17, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT Under The Securities Act of 1933
_______________
OUTBACK STEAKHOUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware 59-3061413
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
550 North Reo Street, Suite 204 33609
Tampa, Florida (Zip Code)
(Address of Principal Executive Offices)
_______________
OUTBACK STEAKHOUSE, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
_______________
Joseph J. Kadow
Secretary
Outback Steakhouse, Inc.
550 North Reo Street, Suite 204
Tampa, Florida 33609
(Name and address of agent for service)
(813) 282-1225
(Telephone number, including area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of Amount of
securities to to be maximum offering maximum aggregate registration
be registered registered price per share offering price fee
- -------------------------------------------------------------------------------
Common Stock
$.01 par
value 2,000,000<F1> $39.0625 <F2> $78,125,000 $23,046.88
[FN]
<F1>Also includes an indeterminable number of additional shares that may become
issuable pursuant to the antidilution provisions of the Plan.
<F2>Estimated in accordance with Rule 457 of the Securities Act of 1933 solely
for the purpose of determining the registration fee. The fee with respect
to 2,000,000 shares is based on $39.0625, the average of the high and low
sale prices on April 16, 1998 of the registrant's Common Stock as reported
on the Nasdaq Stock Market.
</FN>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to amendments to the Outback
Steakhouse, Inc. Amended and Restated Stock Option Plan providing for an
increase in the number of shares of Common Stock, $.01 par value, of the
Registrant issuable under such Plan. Pursuant to Instruction E of the
General Instructions to Form S-8, the contents of the Registrant's prior
Registration Statement on Form S-8, as amended, relating to the Plan
(Registration No. 333-62572) are incorporated by reference herein. Also,
pursuant to such Instruction E, the balance of this Registration Statement
consists only of required opinions, consents and signatures. There is no
additional information required in this Registration Statement that was not
included in such prior Registration Statement.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
5 Opinion of Baker & Hostetler LLP as to legality of the Common
Stock being registered (filed herewith)
23(a) Consent of Deloitte & Touche LLP (filed herewith)
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed as
Exhibit 5 hereto)
24 Powers of Attorney (included on signature pages)
<PAGE>
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 has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa and the State of Florida
on this 17th day of April, 1998.
OUTBACK STEAKHOUSE, INC.
By /s/ Chris T. Sullivan
Chris T. Sullivan, Chairman
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Chris T. Sullivan 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 post-effective
amendments to this registration statement, and to file the same with all
exhibits hereto, and other documents in connection herewith, 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 or his 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 on April 17, 1998 by the following
persons in the capacities indicated below.
Signature Title
/s/ Chris T. Sullivan Director; Chairman and Chief Executive
Chris T. Sullivan Officer (principal executive officer)
/s/ Robert D. Basham Director; President
Robert D. Basham
/s/ Robert S. Merritt Director; Senior Vice President --
Robert S. Merritt Finance, Chief Financial Officer,
Treasurer (principal accounting officer)
/s/ J. Timothy Gannon Director; Senior Vice President
J. Timothy Gannon
<PAGE>
Signature Title
/s/ Paul E. Avery Director
Paul E. Avery
/s/ John A. Brabson, Jr. Director
John A. Brabson, Jr.
/s/ Charles H. Bridges Director
Charles H. Bridges
/s/ W.R. Carey, Jr. Director
W.R. Carey, Jr.
/s/ Debbi Fields-Rose Director
Debbi Fields-Rose
/s/ Edward L. Flom Director
Edward L. Flom
/s/ Nancy Schneid Director
Nancy Schneid
/s/ Lee Roy Selmon Director
Lee Roy Selmon
/s/ Toby S. Wilt Director
Toby S. Wilt
<PAGE>
April 15, 1998
Outback Steakhouse, Inc.
550 Reo Street, Suite 200
Tampa, Florida 33609
Re: Common Stock issuable under the Outback
Steakhouse, Inc. Second Amended and
Restated Stock Option Plan (the "Plan")
Gentlemen:
We have acted as counsel to Outback Steakhouse, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") being filed under the
Securities Act of 1933, as amended, relating to the offering of up to 2,000,000
shares of Common Stock, $.0l par value (the "Common Stock"), of the Company
pursuant to the Plan.
In connection with the foregoing, we have examined: (a) the Articles
of Incorporation and Bylaws of the Company, (b) the Plan, and (c) such records
of the corporate proceedings of the Company and such other documents as we
deemed necessary to render this opinion.
Based on such examination, we are of the opinion that the Common
Stock available for issuance under the Plan, when issued and sold pursuant to
the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5 to the
Registration Statement. In giving our consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/Baker & Hostetler LLP
EXHIBIT 23(a)
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-8
of our report dated February 20, 1998, incorporated by reference in
the Annual Report on Form 10-K of the Company for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
Tampa, Florida
April 17, 1998
Consent of Baker & Hostetler LLP (contained in its opinion
filed herewith as Exhibit 5 and incorporated herein by reference)
EXHIBIT 24
Power of Attorney (found in Part II - Information required
in the registration statement)
