<PAGE> COVER
As filed with the Securities and Exchange Commission on March 31, 2000
Registration No. ___________
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 59-3061413
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2202 North Westshore Boulevard, 5th Floor, Tampa, FL 33607, Tel: (813) 282-1225
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
JOSEPH J. KADOW, VICE PRESIDENT AND SECRETARY
Outback Steakhouse, Inc.
2202 North West Shore Boulevard, 5th Floor, Tampa, FL 33607, Tel: (813) 282-1225
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
COPY TO: JOHN M. GHERLEIN, ESQ.
Baker & Hostetler LLP
1900 East 9th Street, Suite 3200, Cleveland, Ohio 44114-3435, Tel: (216) 861-
7398
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount to Offering Aggregate Amount of
Securities to be be Price Per Offering Registra-
Registered Registered Share (F1) Price tion Fee
<S> <C> <C> <C> <C>
Common Stock, $.01 par 564,000 $30.469 $17,184,516 $45,367.12
value
<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 March 28, 2000, of the
registrant's Common Stock as reported on the NASDAQ National Market
System.
</FN>
</TABLE>
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 SEC, acting pursuant to said Section 8(a), may determine.
<PAGE>
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective.
This prospectus is not an offer to sell these securities and it
is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
PROSPECTUS Subject to Completion
March 31, 2000
OUTBACK STEAKHOUSE, INC.
564,000 Shares
Common Stock, $.01 par value
* Securities Registered - The securities registered by this
prospectus are 564,000 shares of Outback's Common Stock
that certain of Outback's stockholders may offer
for sale. See "Selling Stockholders."
* Time Period of Offering - The selling stockholders may sell
the Common Stock until __________, 2000 [45 days after the
date of the prospectus]. See "The Offering."
* Use of Proceeds - Outback will not receive any proceeds from
the sale of Common Stock by the selling stockholders.
* Expenses of Registration of Securities - All expenses of the
registration of the Common Stock covered by this prospectus
will be paid by Outback, except:
* Any selling stockholder's underwriting discounts or
selling commissions, and
* fees and expenses of any selling stockholder's counsel.
* Market and Symbol for Securities - Outback's Common Stock is
traded on the NASDAQ National Market System under the symbol "OSSI."
* Offering Price of Securities - The selling stockholders may
offer shares in one or more public or private transactions on
or off the NASDAQ National Market System at prevailing market
prices or at privately negotiated prices. The selling
stockholders may make sales directly to purchasers or through
agents, dealers or underwriters. On _________, 2000, the last
reported sale price of the Common Stock was $______ per share.
-------------------------------------------------
See "Risk Factors" beginning on Page 6.
-------------------------------------------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ________________________, 2000.
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<PAGE>
TABLE OF CONTENTS
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . .4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . .6
Dependence on Meeting Projected Development . . . . . ..6
Increased Competition . . . . . . . . . . . . . . . . . .7
Loss of or Inability to Attract Personnel . . . . . . . .7
Government Regulations . . . . . . . . . . . . . . . . . .8
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . .9
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . .9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 10
Description of Registrant's Securities . . . . . . . . . . . ..11
Shares Eligible for Future Sale. . . . . . . . . . . . . . . . 12
Where You Can Find More Information. . . . . . . . . . . . . . 13
Incorporation of Certain Documents by Reference. . . . . . . . 13
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . 14
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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<PAGE>
PROSPECTUS SUMMARY
Thus summary highlights selected information and does not
contain all the information that is important to you. We urge you
to read the entire prospectus and the documents we have referred to
in "Where You Can Find More Information" on page 13, for more
information about Outback. You should pay special attention to the
risks of investing in our Common Stock discussed under "Risk
Factors" on page 6.
The Offering
Up to 564,000 shares may be offered from time to time until
__________, 2000 [45 days after the date of this prospectus] by
certain stockholders of Outback. See "Selling Stockholders."
Outback's History
Outback was incorporated in October 1987, as Multi-Venture
Partners, Inc., a Florida corporation. In January 1990, Outback
changed its name to Outback Steakhouse, Inc., and in April 1991,
Outback changed its name to Outback Steakhouse of Florida, Inc. In
April 1991, Outback Steakhouse, Inc., a Delaware corporation, was
formed as part of a corporate reorganization completed in June
1991, in connection with Outback's initial public offering. As a
result, Outback Steakhouse, Inc. became a holding company for
Outback Steakhouse of Florida, Inc. Unless the context requires
otherwise, references to "Outback" mean Outback Steakhouse, Inc.,
its wholly owned subsidiaries Outback Steakhouse of Florida, Inc.,
Carrabba's Italian Grill, Inc., OS Prime, Inc., OS Pacific, Inc.
and each of the limited partnerships and joint ventures controlled
by Outback. Outback's principal executive offices are located at
2202 North West Shore Boulevard, 5th Floor, Tampa, Florida 33607.
Outback's telephone number is (813) 282-1225.
Our Strengths
Outback 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 for the majority of its
locations (generally from 4:30 p.m. to 11:00 p.m.), which reduces
the hours of restaurant management and employees.
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Outback's Business
As of December 31, 1999, Outback's Outback Steakhouse(R)
restaurant system included 611 full-service restaurants, owned as
follows:
* 476 domestic company-owned;
* 8 international company-owned;
* 95 franchised to unaffiliated domestic franchisees;
* 31 franchised to unaffiliated international franchisees; and
* 1 in which Outback had a 40.5% interest.
Substantially all 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(R)," desserts and full liquor service.
In April 1993, Outback purchased a 50% interest in the cash
flows of the original two Carrabba's Italian Grill(R) restaurants
located in Houston, Texas, and entered into a 50-50 joint venture
with the founders of Carrabba's(R) to develop additional Carrabba's
Italian Grill(R) restaurants. In January 1995, Outback and the
Carrabba's(R) founders reached an agreement to reorganize the
Carrabba's(R) concept. Under the terms of the agreement, the
founders obtained sole ownership of the original restaurants, and
Outback obtained sole ownership of the Carrabba's(R) concept and
the four restaurants in Florida. The original 50-50 joint venture
will continue to develop restaurants in the State of Texas. Outback
has the sole right to develop restaurants outside of Texas, will
continue to develop Carrabba's Italian Grills outside of Texas as
both company-owned restaurants, joint ventures and partnerships in
which Outback owns 45% interest, and will pay royalties to the
founders of Carrabba's(R) ranging from 1.0% to 1.5% of sales of
Carrabba's(R) restaurants opened after 1994.
As of December 31, 1999, Outback's Carrabba's Italian Grill(R)
concept included 72 full-service restaurants, 16 of which were
operated by joint ventures or partnerships in which Outback had
a 45% interest. The restaurants have a casual atmosphere, serve
dinner only, and feature a limited menu of high quality Italian
cuisine including a variety of pastas, chicken, seafood, veal and
wood-fired pizza. The restaurants also offer specialty appetizers,
desserts, coffees and full liquor service.
During 1999, Outback recorded a pre-tax charge to earnings of
$5,493,000 which includes approximately $3,617,000 for the write
down of impaired assets and $1,876,000 related to restaurant
closings, severance and other costs. In the fourth quarter of 1997,
Outback recorded a pre-tax charge to earnings of $26,001,000
which included approximately $23,113,000 for the write down of
certain impaired assets and $2,888,000 related to restaurant
closings, severance and other costs. The write down primarily
related to Carrabba's(R) restaurant properties, nine of which
were closed during the fourth quarter of 1997.
On June 17, 1999, Outback, through its wholly owned
subsidiary, OS Pacific, Inc., a Florida corporation, entered into
an agreement with Roy Yamaguchi, the founder of Roy's Restaurants to
develop and operate future Roy's Restaurants worldwide. Roy's
Restaurants is an upscale casual restaurant venture featuring
the "Euro-Asian" cuisine of world-renowned Chef Roy Yamaguchi.
As of December 31, 1999, Outback had not opened any Roy's Restaurants.
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On October 1, 1999, Outback, through its wholly-owned
subsidiary, OS Prime, Inc., a Florida corporation, purchased three
Fleming's Prime Steakhouse and Wine Bar restaurants and agreed to
purchase three additional Fleming's Prime Steakhouse and Wine Bar
restaurants currently under development by the founders of
Fleming's. At the same time, Outback entered into an agreement
with the founders of Fleming's to develop additional
Fleming's Prime Steakhouse and Wine Bar Restaurants. As of December
31, 1999, Outback's Fleming's Prime Steakhouse and Wine Bar concept
included three full service restaurants, all of which were company
owned. Fleming's is an upscale steakhouse format that serves dinner
only and features prime cuts of meat, chicken and seafood and an
extensive selection of quality wines served by the glass.
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.
Our Inability to Meet Projected Development May Have Adverse
Consequences on Our Ability to Increase Revenues
Outback has experienced substantial growth and expects to
maintain a rapid pace of development. Outback expects to open
approximately the following number of restaurants in 2000 and 2001:
* Outback Steakhouse(R) restaurants:
* 33 to 43 company-owned;
* 2 in which Outback has a 40.5% interest;
* 5 to 10 owned by domestic franchisees; and
* 20 to 30 owned by international franchisees.
TOTAL of 60 to 85
* Carrabba's Italian Grill(R) restaurants:
* 4 to 5 company-owned; and
* 2 to 3 in which Outback has a 45% interest.
TOTAL of 6 to 8
* Fleming's Prime Steakhouse and Wine Bar restaurants:
* 2 to 3 in which Outback owns a 50% interest.
TOTAL of 2 to 3
* Roy's Restaurants:
* 3 to 5 in which Outback owns a 50% interest.
TOTAL of 3 to 5
Outback'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 Outback.
There can be no assurance that Outback will be able to continue to
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<PAGE>
open all its planned new restaurants or that, if opened, those
restaurants can be operated profitably or as profitably as
Outback'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.
To date, Outback has not experienced the same level of success
in the development of the Carrabba's(R) restaurant concept as it
has experienced in the development of the Outback Steakhouse(R)
restaurant concept, and anticipates a slower rate of development
for the Fleming's Prime Steakhouse and Wine Bar concept and the
Roy's Restaurants concept.
Increased Competition for Customers, Real Estate, Employees
and Supplies May Effect Profit Margins
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 Outback. Recently there has been
increasing competition developing in the mid-price, full-service,
casual dining segment in which most of Outback's restaurants
operate. Competition in the fine dining market segment is also
intense. A number of competing companies operate steakhouses and
have announced their intention to expand rapidly, including into
markets in which Outback's restaurants are located. Some of
Outback's competitors have been in existence for a substantially
longer period than Outback and may be better established in the
markets where Outback's restaurants are or may be located. Changes
in consumer tastes, and national, regional or local economic condi-
tions may affect the restaurant business. Changes in demographic
trends, traffic patterns, and the type, number, and location of
competing restaurants may also affect the restaurant business. 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 Outback's restaurants in particular.
All of these factors may contribute to increasing
Outback's costs and also to limiting the prices Outback may charge,
thus possibly lowering profit margins.
Loss of or Inability to Attract Key Personnel Could Adversely
Affect Outback's Business and Development
The success of Outback's business will continue to be highly
dependent upon:
* The continued employment of Outback's founders, Chris Sullivan,
Robert Basham, and Timothy Gannon.
* Outback's ability to attract, retain and motivate
additional skilled management and operating personnel.
The loss of the services of one or more of the founders could
have a materially adverse effect upon Outback's business and
development. Similarly, failure by Outback to attract and retain
skilled employees in the future could have an adverse effect on
Outback's operations.
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<PAGE>
Government Regulations Concerning the Sale and Serving of
Alcoholic Beverages, Wages Paid to Employees, and Accommodation of
People with Disabilities May Delay Our Growth and Increase Our
Costs
Outback is subject to various federal, state and local laws
affecting its business. Each of Outback's restaurants is subject to
licensing and regulation by a number of governmental authorities,
which may include alcoholic beverage control, health and safety and
fire agencies in the state or municipality in which the restaurant
is located. Difficulties in obtaining or failures to obtain the
required licenses for approvals could delay or prevent the
development of a new restaurant in a particular area.
Regulations Governing Alcoholic Beverages
Approximately 13.7% of Outback's revenues is attributable to
the sale of alcoholic beverages and we believe our ability to serve is
an important factor in attracting customers. Alcoholic beverage control
regulations require each of Outback's restaurants to apply to a
state authority and, in certain locations, county or municipal
authorities for a license or permit to sell alcoholic beverages on
the premises and to provide service for extended hours and on
Sundays. Typically, licenses must be renewed annually and may be
revoked or suspended for cause at any time. Alcoholic beverage
control regulations relate to numerous aspects of daily operations
of Outback's restaurants, including:
* minimum age of patrons and employees,
* hours of operation,
* advertising,
* wholesale purchasing,
* inventory control and
* handling, storage and dispensing of alcoholic beverages.
The failure of a restaurant to obtain or retain liquor or food
service licenses would adversely affect the restaurant's
operations.
Outback may be subject in certain states to "dram-shop"
statutes, which generally provide a person injured by an
intoxicated person the right to recover damages from an
establishment that wrongfully served alcoholic beverages to the
intoxicated person. Outback carries liquor liability coverage as
part of its existing comprehensive general liability insurance and
has never been named as a defendant in a lawsuit involving "dram-
shop" statutes.
Minimum Wage Laws
Outback's restaurant operations are also subject to federal
and state minimum wage laws governing such matters as working
conditions, overtime and tip credits. Significant numbers of
Outback's food service and preparation personnel are paid at rates
related to the federal minimum wage and, accordingly, further
increases in the minimum wage could increase Outback's labor costs.
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Laws Concerning People with Disabilities
The Americans With Disabilities Act prohibits discrimination
in employment and public accommodations on the basis of disability.
The Act became effective in January 1992 with respect to public
accommodation and July 1992 with respect to employment. Under the
Act, Outback could be required to expend funds to modify its
restaurant to provide service to, or make reasonable accommodations
for the employment of, disabled persons.
USE OF PROCEEDS
Outback will not receive any proceeds from the sale of the
shares offered hereby.
SELLING STOCKHOLDERS
The selling stockholders acquired the 564,000 shares of Common
Stock covered by this prospectus pursuant to an Agreement and Plan
of Reorganization among Outback, Tedesco Steakhouse, Inc., KPH,
Inc. and Tedesco-KPH Partnership, dated November 30, 1999. Outback
issued 2,030,400 shares of Common Stock to the shareholders of
Tedesco Steakhouse and 225,600 shares of Common Stock to the sole
shareholder of KPH. Prior to the reorganization, Tedesco Steakhouse
and KPH were the sole partners in Tedesco-KPH Partnership, which
owned a 90% interest in limited partnerships that owned and
operated 18 Outback Steakhouse(R) restaurants located in the States
of Connecticut, Massachusetts, New Hampshire and Rhode Island. As a result
of the reorganization, Outback acquired such 90% interest in those restaurants.
Under the terms of the Reorganization Agreement, Outback 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 selling
stockholders, and to keep such registration statement effective for
a period not to exceed 45 days from the date of this prospectus.
Accordingly, Outback is registering and the selling stockholders
are offering for sale, the 564,000 shares of Common Stock covered
by this prospectus.
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The following table sets forth certain information with
respect to the beneficial ownership of Outback's Common Stock as of
March 2, 2000, and as adjusted to reflect the assumed sale of
all of the shares offered hereby by the selling stockholders.
Shares Beneficially Number of Shares Beneficially
Owned Prior to Shares Being Owned After the
Offering Offered Offering
Number Percent Number Percent
Charles Angelopulos 499,115 0.6429% 124,779 374,336 0.4822%
Anthony Athanas Jr. 299,469 0.3857% 74,867 224,602 0.2893%
Donald W. Burton 299,469 0.3857% 74,867 224,602 0.2893%
Arthur Collias 299,469 0.3857% 74,867 224,602 0.2893%
Peter Lynch 299,469 0.3857% 74,867 224,602 0.2893%
J. Brian McCarthy 299,469 0.3857% 74,867 224,602 0.2893%
John F. Doyle 33,940 0.0437% 8,485 25,455 0.0328%
Kevin P. Harron(1) 225,600 0.2906% 56,401 169,199 0.2179%
Total Shares Offered 564,000
[FN]
(F1) Mr. Harron is employed by Outback as a Regional
Joint Venture Partner and oversees the operations of
Outback's restaurants in Connecticut, Massachusetts, New
Hampshire and Rhode Island.
</FN>
PLAN OF DISTRIBUTION
Transactions
The selling stockholders may sell their shares of Common Stock
from time to time for a period of 45 days from the date of this
Prospectus, 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.
Prices
The selling stockholders may sell their shares of Common Stock
at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
Manner of Sale
The selling stockholders may sell their shares of Common Stock
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
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stockholders also may pledge shares as collateral for margin accounts and such
shares could be resold pursuant to the terms of such accounts.
State Securities Law
In order to comply with certain state securities laws, if
applicable, the selling stockholders may not sell their Common
Stock 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.
Expenses
Outback will not receive any of the proceeds from the sale of
shares of Common Stock sold by the selling shareholders and will
bear all expenses related to the registration of this offering, but
will not pay for any underwriting commissions, fees or discounts,
if any.
DESCRIPTION OF REGISTRANT'S SECURITIES
The Securities registered by this prospectus are Common Stock
of Outback, par value $.01.
Common Stock
Following is a brief outline of information concerning
Outback's Common Stock:
* traded on the NASDAQ National Market System under the symbol "OSSI.";
* 200,000,000 shares, $0.01 par value per share are authorized
by Outback's Certificate of Incorporation;
* 77,638,739 shares were issued and outstanding as of March 2, 2000;
* approximately 11,776,238 of the shares outstanding were
reserved for issuance to approximately 655 current and former
employees, five non-employee directors, and one consultant
upon exercise of outstanding stock options;
* holders are entitled to one vote per share on all matters to
be voted upon by the stockholders;
* holders do not have cumulative voting rights in the election
of directors. The Board of Directors presently consists of
thirteen 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 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
Outback, the holders are entitled to share ratably in all
assets remaining after payment of liabilities subject to prior
distribution rights of any Preferred Stock then outstanding;
* no preemptive or conversion rights and not subject to further
calls or assessment by Outback;
* no redemption or sinking fund provisions applicable; and
* all currently outstanding Common Stock is duly authorized,
validly issued, fully paid, and nonassessable.
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Preferred Stock
Outback's Certificate of Incorporation also authorizes
2,000,000 shares of Preferred Stock, $0.01 par value, none of which
were outstanding as of December 31, 1999. 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. Outback has
no present intention to issue Preferred Stock.
Anti-Takeover Provisions
Management of Outback currently owns or has the right to
acquire approximately 16.76% 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
Outback's Common Stock. This could have the effect of inhibiting
changes in management and may also prevent temporary fluctuations
in the market price of Outback's Common Stock, which often result
from actual or rumored takeover attempts.
Registrar and Transfer Agent
The registrar and transfer agent for Outback'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 Outback to sell equity securities in the
future at times and prices which it deems appropriate.
As of March 2, 2000, 77,638,739 shares of Common Stock
were issued and outstanding. Of those, 1,736,808 were non-
registered, restricted shares that were issued since December 31,
1997, in connection with reorganizations entered into by Outback
(assuming all 564,000 shares offered hereby are sold to
nonaffiliates). 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.
In general, under Rule 144 a stockholder (or stockholders
whose shares are aggregated) who has beneficially owned for at
least one year shares privately acquired directly or indirectly
from Outback or from an "affiliate" of Outback, and persons who are
affiliates of Outback, 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 Outback's Common Stock (approximately
776,387 shares at March 2, 2000) or the average weekly trading
volume in Outback's Common Stock in the over-the-counter
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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 Outback for at least 90 days and who has
beneficially owned his Restricted Stock for at least two years is
entitled to sell such shares under Rule 144 without regard to the
volume and manner of sale limitations described above.
WHERE YOU CAN FIND MORE INFORMATION
Outback is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission. Such reports and other information (including proxy and
information statements) filed by Outback can be inspected and
copied at the public reference facilities maintained by the SEC at
450 Fifth Street, NW, Room 1024, Washington, D.C. 20549. You may
obtain information on the SEC's public reference room by calling
the SEC at 1-800-SEC-0330.
Copies of such material can be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, NW, Washington,
D.C. 20549, at prescribed rates.
The SEC maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the SEC. The address of such Web site
is http://www.sec.gov.
Information about Outback may also be obtained from the NASDAQ
National Market System. In addition, you can view our web site at
http://www.outback.com.
This prospectus constitutes a part of a registration statement
filed by Outback with the SEC under the Securities Act of 1933, as
amended. 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 SEC.
Reference is hereby made to the registration statement and related
exhibits for further information with respect to Outback and the
Common Stock.
INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Outback with the SEC pursuant
to the Exchange Act are hereby incorporated by reference in this
prospectus:
(1) Outback's Annual Report on Form 10-K for the year ended
December 31, 1999.
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All reports and other documents filed by Outback 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.
Outback 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., 2202 North
West Shore Boulevard, 5th Floor, Tampa, Florida 33607, Attention:
Joseph J. Kadow, Vice President and General Counsel, Telephone
(813) 282-1225.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for Outback by Baker & Hostetler LLP, Cleveland, Ohio.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K as of December 31, 1999 and
for the two years then ended, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
The financial statements for the one year ended December 31, 1997,
incorporated in this prospectus by reference from Outback's
Annual Report on Form 10-K for the year ended December 31, 1999
have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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OUTBACK STEAKHOUSE, INC.
564,000
COMMON STOCK
--------------
PROSPECTUS
--------------
______________, 2000
<PAGE>
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.
SEC registration fee $45,367.12
Accounting fees and expenses 13,250.00*
Legal fees and expenses 2,500.00*
Blue Sky fees and expenses (including counsel fees) 0.00*
Printing expenses 200.00*
Transfer agent's and registrar's fees and expenses 200.00*
Miscellaneous expenses 200.00*
Total $61,967.12*
*Estimated.
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.
Article VI of the Registrant's Bylaws, a copy of which is
incorporated herein by reference as Exhibit 3.2, provides for
indemnification of officers and directors of the
Outback to the full extent authorized by
Section 145 of the General Corporation Law of the State of
Delaware. Section 9 of Article VI of the Bylaws also
authorizes Outback to purchase and maintain
insurance on behalf of any officer, director, employee,
trustee or agent of Outback against any liability
asserted against or incurred by them in such capacity or
arising out of their status as such whether or not
Outback 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
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stockholders for monetary damages for breach of the fiduciary duty of
care as a director. Article Eighth of Outback's Certificate of
Incorporation, as amended, a copy of which is incorporated herein by
reference as Exhibit 3.1, limits a director's liability in accordance with
Section 102(b) of the General Corporation Law of the State of Delaware.
Outback 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 Outback or of any subsidiary of
Outback or of any other company or enterprise in which
they are serving at the request of Outback. No indemnity
will be provided to any director or officer under these
agreements on account of conduct that 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 Outback 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 that is
adjudicated to have been in violation of law, and in
certain other circumstances.
The agreements bind Outback to provide
indemnification to directors and officers whether or not
Outback maintains directors' and officers' liability
insurance coverage and regardless of any future changes
in the Bylaws, although the agreements require Outback 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, 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.
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Item 16. Exhibits and Financial Statement Schedules.
Exhibit
Number Description
2.1 Agreement and Plan of Reorganization, dated
November 30, 1999, among Outback Steakhouse, Inc.,
Outback Steakhouse of Florida, Inc., Charles
Angelopulos, Anthony Athanas, Jr., Donald W.
Burton, Arthur Collias, John F. Doyle, Kevin P.
Harron, Peter Lynch, J. Brian McCarthy, Tedesco
Steakhouse, Inc., KPH, Inc. and Tedesco-KPH
Partnership (included as an exhibit to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 and incorporated
herein by reference).
3.1 Certificate of Incorporation of Outback (included
as an exhibit to Registrant's Registration
Statement of Form S-1, No. 33-40255, and
incorporated herein by reference).
3.2 Bylaws of Outback (included as an exhibit to
Registrant's Registration Statement of Form S-1,
No. 33-40255, 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 LLP as to the
legality of the shares of Common Stock being
registered (filed herewith).
23.1 Consent of Baker & Hostetler LLP (contained in its
opinion filed herewith as Exhibit 5 and
incorporated herein by reference).
23.2 Consent of Deloitte & Touche LLP (filed herewith).
23.3 Consent of PricewaterhouseCoopers, LLP (filed
herewith).
24.1 Power of Attorney (found in Part II on Page II-7).
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
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(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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective
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 Section 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 of 1933, each such
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 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
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
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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:
(1) For purposes of determining any liability under
the Securities Act of 1933, 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 purpose of determining any liability
under the Securities Act of 1933, 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.
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-3 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 31st day of March, 2000.
OUTBACK STEAKHOUSE, INC.
/s/ Joseph J. Kadow
By: Joseph J. Kadow,
Vice President and Secretary
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Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that 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 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 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 by the
following persons in the capacities and on the dates indicated.
Name Title Date
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Chris T. Sullivan
Chris T. Sullivan Chairman, Chief Executive March 31, 2000
Officer, and Director
(Principal Executive Officer)
/s/ Robert S. Merritt
Robert S. Merritt Senior Vice President, Chief March 31, 2000
Financial Officer, Treasurer,
and Director (Principal
Financial Officer, and
Principal Accounting Officer)
/s/ Robert D. Basham
Robert D. Basham President, Chief Operating March 31, 2000
Officer, and Director
/s/ J. Timothy Gannon
J. Timothy Gannon Senior Vice President March 31, 2000
and Director
/s/ Edward L. Flom
Edward L. Flom Director March 31, 2000
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<PAGE>
/s/ John A. Brabson, Jr.
John A. Brabson, Jr. Director March 31, 2000
/s/ Charles H. Bridges
Charles H. Bridges Director March 31, 2000
/s/ W. R. Carey, Jr.
W. R. Carey, Jr. Director March 31, 2000
/s/ Lee Roy Selmon
Lee Roy Selmon Director March 31, 2000
/s/ Nancy Schneid
Nancy Schneid Director and March 31, 2000
Vice President-Marketing
(Outback Steakhouse of
Florida, Inc.)
/s/ Debbi Fields-Rose
Debbi Fields-Rose Director March 31, 2000
/s/ Toby S. Wilt
Toby S. Wilt Director March 31, 2000
/s/ Paul E. Avery President (Outback Steakhouse
Paul E. Avery of Florida, Inc.) and Director March 31, 2000
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</TABLE>
EXHIBIT 2.1 Agreement and Plan of Reorganization, dated
November 30, 1999, among Outback Steakhouse, Inc.,
Outback Steakhouse of Florida, Inc., Charles
Angelopulos, Anthony Athanas, Jr., Donald W.
Burton, Arthur Collias, John F. Doyle, Kevin P.
Harron, Peter Lynch, J. Brian McCarthy, Tedesco
Steakhouse, Inc., KPH, Inc. and Tedesco-KPH
Partnership (included as an exhibit to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999 and incorporated
herein by reference).
EXHIBIT 3.1
Certificate of Incorporation of Outback (included as an exhibit
to Registrant's Registration Statement of Form S-1, No. 33-40255,
and incorporated herein by reference).
EXHIBIT 3.2
Bylaws of Outback (included as an exhibit to Registrant's Registration
Statement of Form S-1, No. 33-40255, and incorporated herein by reference).
EXHIBIT 4.1
Specimen Stock Certificate (included as an exhibit to Registrant's
Registration Statement of Form S-1, No. 33-40255, and incorporated
herein by reference).
Form of Indemnification Agreement with officers and directors (included
as an exhibit to Registrant's Registration Statement of Form S-3,
No. 33-40255, and incorporated herein by reference).
EXHIBIT 5
BAKER
&
HOSTETLER LLP
3200 National City Center * 1900 East 9th Street * Cleveland, Ohio 44114-3435
(216) 621-0200 Fax (216) 696-0740
March 31, 2000
Outback Steakhouse, Inc.
2202 N. Westshore Boulevard
5th Floor
Tampa, FL 33607
Re: Registration Statement on Form S-3
Gentlemen:
As counsel for Outback Steakhouse, Inc., a Delaware
corporation (the "Company"), we are familiar with Outback'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 564,000
shares of Outback'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 that
constitutes a part of 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
EXHIBIT 23.1
Consent of Baker& Hostetler (contained in its opinion filed
herewith as Exhibit 5 and incorporated herein by reference)
EXHIBIT 23.2
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 20, 1998 incorporated
by reference in the Annual Report on Form 10-K of the Company
for the year ended December 31, 1999 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
March 31, 2000
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
Outback Steakhouse, Inc.
Tampa, Florida
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated
February 16, 2000 relating to the consolidated financial statements
which appear in the 1999 Annual Report to Shareholders of
Outback Steakhouse, Inc. and Affiliates, which is incorporated
by reference in Outback Steakhouse, Inc. and Affiliates Annual
Report on Form 10-K for the year ended December 31, 1999.
We also consent to the references to us under the
headings "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Tampa, Florida
March 31, 2000
EXHIBIT 24.1
Power of Attorney (found on Page II-6)
