<PAGE> 1
As filed with the Securities and Exchange Commission on September 13, 1996
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
LONGHORN STEAKS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-1498312
(State of incorporation) (IRS Employer Identification No.)
8215 ROSWELL ROAD
BUILDING 200
ATLANTA, GEORGIA 30350
(Address of Principal Executive Offices) (Zip Code)
BUGABOO CREEK STEAK HOUSE, INC.
NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of the plan)
RICHARD E. RIVERA
LONGHORN STEAKS, INC.
8215 ROSWELL ROAD
BUILDING 200
ATLANTA, GEORGIA 30350
(770) 399-9595
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
WILLIAM H. AVERY
ALSTON & BIRD
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
<TABLE>
CALCULATION OF REGISTRATION FEE
================================================================================================
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) SHARE (2) PRICE (2) FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 11,250 $16.89 $190,012.50 $ 66
- ------------------------------------------------------------------------------------------------
Common Stock, no par value 8,437 $21.33 $179,961.21 $ 63
- ------------------------------------------------------------------------------------------------
Common Stock, no par value 2,812 $24.00 $ 67,488 $ 24
- ------------------------------------------------------------------------------------------------
Common Stock, no par value 33,751 $17.375 $586,423.625 $203
- ------------------------------------------------------------------------------------------------
Total 56,250 $356
- ------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------
(1) This Registration Statement also covers any additional shares that may
hereafter become exercisable as a result of the adjustment and
anti-dilution provisions of the Bugaboo Creek Steak House, Inc.
Non-Employee Directors' Plan.
(2) Based on the average of the high and low prices reported on The Nasdaq
Stock Market's National Market on September 11, 1996 or the option exercise
price, as applicable, pursuant to Rule 457(h).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Longhorn Steaks, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or either: (1) the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the Company's latest fiscal year for
which such statements have been filed, or (2) the Company's effective
registration statement on Form 10 or 20-F filed under the Securities Exchange
Act of 1934 containing audited financial statements for the Company's latest
fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by the
document incorporated pursuant to (a) above.
(c) The description of any class of securities to be offered which is
contained in a registration statement filed under Section 12 of the Securities
Exchange Act of 1934, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES. Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the issuance of the securities being registered has been
passed upon for the Company by the law firm of Alston & Bird, Atlanta, Georgia,
counsel for the Company.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to the Company's Amended and Restated Bylaws and indemnification
agreements between the Company and each of its officers and directors, the
Company is obligated to indemnify each of its directors and officers to the
fullest extent permitted by law with respect to all liability and loss suffered
and reasonable expense incurred by such person in any action, suit or
proceeding in which such person was or is made or threatened to be made a party
or is otherwise involved by reason of the fact that such person is or was a
director or officer of the Company. The Company is also obligated to pay the
reasonable expenses of the directors and officers incurred in defending such
proceeding if the indemnified party agrees to repay all amounts advanced if it
is ultimately determined that such person is not entitled to indemnification.
In addition, the Company's Amended and Restated Articles of Incorporation
provide that the Company's directors shall not be liable to the Company or its
shareholders for monetary damages for breach of a director's fiduciary duty as a
director to the Company and its shareholders except to the extent such exemption
from liability or limitation thereof is not permitted under the Georgia Business
Corporation Code. This provision in the Articles of Incorporation does not
eliminate the duty of care, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Georgia law. In addition, each director continues to be subject to
liability for monetary damages for misappropriation of any corporate opportunity
in violation of the director's duties, for acts or omissions involving
intentional misconduct, for knowing violations of law, for actions leading to
improper personal benefit to the director, and for distributions (including
payment of dividends or stock repurchases or redemptions) that are unlawful
under Georgia law. The provision does not affect a director's responsibilities
under any other law, such as the federal securities laws or state or federal
environmental laws.
The Company maintains an insurance policy covering directors and officers
under which the insurer agrees to pay, subject to certain exclusions, for any
claim made against the directors and officers of the Company for a wrongful act
that they may become legally obligated to pay or for which the Company is
required to indemnify the directors or officers. The Company believes that its
Articles of Incorporation and By-law provisions and indemnification agreements
are necessary to attract and retain qualified persons as directors and
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
II-2
<PAGE> 4
ITEM 8. EXHIBITS.*
The Exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<S> <C>
Exhibit Number Description
4(a) Amended and Restated Articles of Incorporation of the Company
(incorporated by reference from Exhibit 3(a) to Registration
Statement on Form S-1, Registration Statement No. 33-45695).
4(b) Amended and Restated Bylaws of the Company (incorporated by
reference from Exhibit 3(b) to Registration Statement on Form
S-1, Registration Statement No. 33-45695).
4(c) Bugaboo Creek Steak House, Inc. Non-Employee Directors' Stock
Plan.
5 Opinion of Alston & Bird regarding the legality of the
securities being registered.
23(a) Consent of Alston & Bird (included in Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (contained on page II-6).
</TABLE>
- ------------------
* Exhibits are numbered in accordance with Item 601 of Regulation S-K.
ITEM 9. UNDERTAKINGS.
(a) 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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment
II-3
<PAGE> 5
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change in such information in this Registration Statement;
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) 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 l934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities and Exchange Act of 1934) that is incorporated by reference in this
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the provisions described in Item 6 of this
Part II, 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.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, Longhorn Steaks, Inc., 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 Atlanta, State of
Georgia, on the 13th day of September, 1996.
LONGHORN STEAKS, INC.
Registrant
By: /s/ Richard E. Rivera
-----------------------------------------
Richard E. Rivera
President, Chief Executive Officer
and Director
(Principal Executive Officer)
By: /s/ Anne D. Huemme
-----------------------------------------
Anne D. Huemme
Chief Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
[Continued on Next Page]
II-5
<PAGE> 7
POWER OF ATTORNEY
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints RICHARD E. RIVERA, and ANNE D. HUEMME, or either
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 amendments (including 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 substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------- ----------------------------------- ------------------
<S> <C> <C>
/s/ Richard E. Rivera President, Chief Executive Officer
- --------------------------- and Director September 13, 1996
Richard E. Rivera
Chairman and Director September __, 1996
- ---------------------------
George W. McKerrow, Jr.
/s/ George W. McKerrow, Sr. Director September 13, 1996
- ---------------------------
George W. McKerrow, Sr.
/s/ Ronald W. San Martin Director September 13, 1996
- ---------------------------
Ronald W. San Martin
/s/ John C. Metz Director September 13, 1996
- ---------------------------
John C. Metz
/s/ John G. Pawly Director September 13, 1996
- ---------------------------
John G. Pawly
/s/ Don L. Chapman Director September 13, 1996
- ---------------------------
Don L. Chapman
</TABLE>
II-6
<PAGE> 8
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------------
EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------------------
LONGHORN STEAKS, INC.
8215 ROSWELL ROAD
BUILDING 200
ATLANTA, GEORGIA 30350
(770) 399-9595
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER* DESCRIPTION
- --------------- -----------
<S> <C>
4(c) Bugaboo Creek Steak House, Inc. Non-Employee Directors' Stock
Plan.
5 Opinion of Alston & Bird regarding the legality of the
securities being registered.
23(a) Consent of Alston & Bird (included in Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (contained on page II-6).
</TABLE>
- --------------
*Exhibits are numbered in accordance with Item 601 of Regulation S-K.
<PAGE> 1
EXHIBIT 4(C)
Bugaboo Creek Steak House, Inc. Non-Employee Directors' Stock Plan.
<PAGE> 2
BUGABOO CREEK STEAK HOUSE, INC.
NON-EMPLOYEE DIRECTORS' STOCK PLAN
This Bugaboo Creek Steak House, Inc. Non-Employee Directors' Stock Plan
(the "Plan") is adopted by Bugaboo Creek Steak House, Inc. (the "Company") for
the purpose of advancing the interests of the Company by providing compensation
and other incentives for the continued services of the Company's non-employee
directors and by attracting able individuals to directorships with the Company.
1. Definitions. For purposes of this Plan, the following terms shall have
the meanings set forth below:
"ADMINISTRATOR" means the person(s) appointed by the Board to administer
the Plan as provided in Paragraph 2 hereof.
"ANNUAL MEETING" means the annual meeting of the Company's stockholders.
"BOARD" means the Board of Directors of Bugaboo Creek Steak House, Inc.
"CHANGE OF CONTROL" means (i) approval by the Company's stockholders of a
merger in which the Company does not survive as an independent, publicly owned
corporation, a consolidation, or a sale, exchange or other disposition of all
or substantially all the Company's assets, or (ii) any acquisition of voting
securities of the Company by any person or group (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), but excluding (a) the Company or
any of its subsidiaries, (b) any person who was an officer or director of the
Company on the day prior to the Effective Date, or (c) any savings, pension or
other benefits plan for the benefit of employees of the Company or any of its
subsidiaries, which theretofore did not beneficially own voting securities
representing more than 30% of the voting power of all outstanding voting
securities of the Company, if such acquisition results in such entity, person
or group owning beneficially securities representing more than 30% of the
voting power of all outstanding voting securities of the Company. As used
herein, "voting power" means ordinary voting power for the election of
directors of the Company.
"COMMON SHARES" means the Company's common stock, $.01 par value per
share.
"COMPANY" means Bugaboo Creek Steak House, Inc., a Delaware corporation.
"EFFECTIVE DATE" means the date of the initial offering of the Company's
Common Shares to the public.
"GRANT DATE" means the effective date of a grant of options pursuant to
Paragraph 4(a) hereof.
<PAGE> 3
"MARKET VALUE" means the closing price of the Common Shares as reported by
NASDAQ.
"PARTICIPANT" means a director who has met the requirements of eligibility
and participation described in Paragraph 3 hereof.
2. Administration. The Plan shall be administered by the Administrator.
The Administrator may establish, subject to the provisions of the Plan, such
rules and regulations as it deems necessary for the proper administration of
the Plan, and make such determination and take such action in connection
therewith or in relation to the Plan as it deems necessary or advisable,
consistent with the Plan.
3. Eligibility and Participation.
(a) A non-employee director of the Company shall automatically become a
Participant in the Plan as of the later of (i) the Effective Date, or (ii) the
date of initial election to the Board. A director who is a regular employee or
officer of the Company is not eligible to participate in the Plan.
(b) A Participant shall cease participation in the Plan as of the date the
Participant (i) fails to be re-elected to the Board, (ii) resigns or otherwise
vacates his position on the Board, or (iii) becomes a regular employee or
officer of the Company.
4. Compensation. For all services rendered as a director of the Company,
the Company shall grant options to each Participant as provided herein.
(a) Grant of Options. Each person who is a Participant on the Effective
Date shall be awarded a non-qualified option to purchase 5,000 Common Shares
effective as of the Effective Date, at a price equal to the Market Value of
Common Shares on that date. Any person who becomes a Participant after the
Effective Date shall be awarded non-qualified options to purchase 5,000 Common
Shares effective as of the date of the Annual Meeting at which such election
occurs, or if the Participant is first elected to the Board other than at an
Annual Meeting, as of the date of such election, at a price equal to the Market
Value of Common Shares on that date.
For years beginning after 1994, on the date of the first Board meeting
following the Annual Meeting of each year, a Participant (other than a director
who is first elected at the Annual Meeting for that year or within six months
prior to such Annual Meeting), shall be awarded non-qualified options to
purchase 5,000 Common Shares, effective as of the date of such Board meeting,
at a price equal to the Market Value of Common Shares on that date.
(b) Term and Exercisability. All options shall have a term of 10 years
and shall vest in accordance with the following schedule:
- 2 -
<PAGE> 4
<TABLE>
<CAPTION>
Percentage of Options Vesting Date
--------------------- ------------
<S> <C>
25% 6 months after Grant Date
25% 1st anniversary of Grant Date
25% 2nd anniversary of Grant Date
25% 3rd anniversary of Grant Date
</TABLE>
Notwithstanding the foregoing, all options shall become immediately
exercisable upon a Change of Control of the Company.
(c) Method of exercise. An option granted under the Plan may be
exercised, in whole or in part, by submitting a written notice to the Board,
signed by the Participant or such other person who may be entitled to exercise
such option, and specifying the number of Common Shares as to which the option
is being exercised. Such notice shall be accompanied by the payment of the
full option price for such Common Shares, or shall fix a date (not more than
ten business days from the date of such notice) for the payment of the full
option price of the Common Shares being purchased. Payment shall be made in
the form of cash, Common Shares (to the extent permitted by law), or both. A
certificate or certificates for the Common Shares purchased shall be issued by
the Company after the exercise of the option and full payment therefor.
(d) Termination of Directorship. If a Participant fails to be re-elected
to the Board, resigns or otherwise ceases to be a director of the Company for
reasons other than death or disability (within the meaning of Section 22(e)(3)
of the Internal Revenue Code), all options granted under this Plan to such
Participant which are not exercisable on such date shall immediately terminate,
and any remaining options shall terminate if not exercised before thirty (30)
days following such termination, or at such earlier time as may be applicable
under Paragraph 4(b) above. If the Participant dies or becomes disabled within
the thirty (30) day period described above, such remaining options may be
exercised by the Participant or the Participant's personal representative at
any time before the expiration of twelve (12) months following the date of
death or commencement of disability.
If a Participant ceases to be a director of the Company by reason of death
or disability (within the meaning of Section 22(e)(3) of the Internal Revenue
Code), all options granted under this Plan to such Participant which are not
exercisable on such date shall become immediately exercisable, and may be
exercised at any time before the expiration of twelve (12) months following the
date of death or commencement of disability, or such earlier time as may be
applicable under Paragraph 4(b) above.
(e) Non-transferability. Each option and all rights thereunder shall be
exercisable during the Participant's lifetime only by him and shall be
non-assignable and non-transferable by the Participant except, in the event of
the Participant's death, by will or by the laws of descent and distribution.
In the event the death of a Participant occurs,
- 3 -
<PAGE> 5
the representative or representatives of the Participant's estate, or the
person or persons who acquired (by bequest or inheritance) the rights to
exercise the Participant's options in whole or in part may exercise the option
prior to the expiration of the applicable exercise period, as specified in
Paragraph 4(d) above.
(f) No rights as stockholder. A Participant shall have no rights as a
stockholder with respect to any Common Shares subject to the option prior to
the date of issuance of a certificate or certificates for such Common Shares.
(g) Compliance with securities laws. Options granted and Common Shares
issued by the Company upon exercise of options shall be granted and issued only
in full compliance with all applicable securities laws, including laws, rules
and regulations of the Securities and Exchange Commission and applicable state
Blue Sky Laws. With respect thereto, the Board may impose such conditions on
transfer, restrictions and limitations as it may deem necessary and appropriate
to assure compliance with such applicable securities laws.
5. Shares Subject to the Plan.
(a) The Common Shares to be issued and delivered by the Company upon the
exercise of options under the Plan may be either authorized but unissued shares
or treasury shares of the Company.
(b) The aggregate number of Common Shares of the Company which may be
issued under the Plan shall not exceed 100,000 shares; subject, however, to the
adjustment provided in Paragraph 6 in the event of stock splits, stock
dividends, exchanges of shares or the like occurring after the effective date
of this Plan.
(c) Common Shares covered by an option which is no longer exercisable with
respect to such shares shall again be available for issuance under this Plan.
6. Share Adjustments. In the event there is any change in the Company's
Common Shares resulting from stock splits, stock dividends, combinations or
exchanges of shares, or other similar capital adjustments, equitable
proportionate adjustments shall automatically be made without further action by
the Board or Administrator in (i) the number of Common Shares available for
award under this Plan, (ii) the number of Common Shares subject to options
granted under this Plan, and (iii) the option price of options granted under
this Plan.
7. Amendment or Termination. The Board may terminate this Plan at any
time, and may amend the Plan at any time or from time to time; provided,
however, that the Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder; and further provided
that any amendment that would increase the aggregate number of Common Shares
that may be issued under the Plan,
- 4 -
<PAGE> 6
materially increase the benefits accruing to Participants under the Plan, or
materially modify the requirements as to eligibility for participation in the
Plan shall be subject to the approval of the Company stockholders to the extent
required by Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
or any other governing rules or regulations except that such increase or
modification that may result from adjustments authorized by Paragraph 6 does
not require such approval. If the Plan is terminated, any unexercised option
shall continue to be exercisable in accordance with its terms.
8. Company Responsibility. All expenses of this Plan, including the cost
of maintaining records, shall be borne by the Company.
9. Implied Consent. Every Participant, by acceptance of an award under
this Plan, shall be deemed to have consented to be bound, on his or her own
behalf and on behalf of his or her heirs, assigns, and legal representatives,
by all of the terms and conditions of this Plan.
10. Delaware Law to Govern. This Plan shall be construed and administered
in accordance with and governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its
duly authorized officer as of the day of 1994.
BUGABOO CREEK STEAK HOUSE, INC.
By:
-----------------------------------
Title:
----------------------------
- 5 -
<PAGE> 1
EXHIBIT 5
Opinion of Alston & Bird regarding the legality of
the securities being registered.
<PAGE> 2
ALSTON&BIRD
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777 Telex: 54-2996
September 13, 1996
Longhorn Steaks, Inc.
8215 Roswell Road
Building 200
Atlanta, Georgia 30350
Gentlemen:
This opinion is given in connection with the filing by Longhorn Steaks,
Inc. ("the Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") with respect to up to 56,250 shares (the
"Shares") of the no par value Common Stock of the Company (the "Common Stock")
issued to non-employee directors of the Company and Bugaboo Creek Steak House,
Inc., a wholly-owned subsidiary of the Company, pursuant to the Bugaboo Creek
Steak House, Inc. Non-Employee Directors' Stock Plan (the "Plan").
We have examined such corporate records and documents as we deemed
relevant and necessary to enable us to give the opinion set forth herein,
including the Articles of Incorporation and Bylaws of the Company, as amended,
and resolutions of the Board of Directors of the Company authorizing the Plan.
For purposes of this opinion, we assume that all options have been or will
be granted in accordance with the Plan.
Based upon the foregoing, we are of the opinion that the Shares to be
issued upon the exercise of options granted under the Plan, upon receipt in
full by the Company of the purchase price prescribed for each Share subject to
each option, will be duly authorized, legally issued, and fully paid and
non-assessable under the Georgia Business Corporation Code as in effect on this
date.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Sincerely yours,
ALSTON & BIRD
By: /s/ William H. Avery
-----------------------
William H. Avery
601 Pennsylvania Avenue, N.W.
North Building, Suite 250
Washington, D.C. 20004-2601
<PAGE> 1
EXHIBIT 23(A)
Consent of Alston & Bird.
(Included in Exhibit 5)
<PAGE> 1
EXHIBIT 23(B)
Consent of KPMG Peat Marwick LLP
<PAGE> 2
The Board of Directors
Longhorn Steaks, Inc.
We consent to incorporation by reference in this Registration Statement on
Form S-8 of Longhorn Steaks, Inc. of our report dated February 2, 1996,
relating to the consolidated balance sheets of Longhorn Steaks, Inc. and
subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statements of earnings, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, which report appears in
the December 31, 1995 Annual Report on Form 10-K of Longhorn Steaks, Inc.
KPMG PEAT MARWICK LLP
Atlanta, Georgia
September 11, 1996
