<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)
LONGHORN STEAKS, INC.
1996 STOCK PLAN FOR OUTSIDE DIRECTORS
(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, ESQ.
ALSTON & BIRD
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
<TABLE>
<CAPTION>
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 20,000 $21.25 $ 425,000 $147
- -------------------------------------------------------------------------------------------------------------
Common Stock, no par value 80,000 $17.375 $1,390,000 $480
- -------------------------------------------------------------------------------------------------------------
Total 100,000 $627
- -------------------------------------------------------------------------------------------------------------
</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 Longhorn Steaks, Inc. 1996 Stock Plan for
Outside Directors.
(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 on the exercise
price of the option, 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>
<CAPTION>
Exhibit Number Description
<S> <C>
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) 1996 Stock Plan for Outside Directors.
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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and
II-3
<PAGE> 5
(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) 1996 Stock Plan for Outside Directors.
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)
1996 Stock Plan for Outside Directors.
<PAGE> 2
LONGHORN STEAKS, INC.
1996 STOCK PLAN FOR OUTSIDE DIRECTORS
1. Purpose. The purpose of the Longhorn Steaks, Inc. 1996 Stock Plan for
Outside Directors (the "Plan") is to advance the interests of Longhorn Steaks,
Inc. (the "Corporation") by encouraging ownership of the Corporation's no par
value common stock (the "Common Stock") by non-employee directors of the
Corporation, thereby giving such directors an increased incentive to devote
their efforts to the success of the Corporation.
2. Administration. Grants of stock and options under this Plan are
automatic. This Plan is intended to be a "formula plan" as recognized by Rule
16b-3(c)(2)(ii) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and shall be interpreted accordingly.
3. Eligibility. Except as provided otherwise in this Section 3, stock
and options under the Plan shall be granted in accordance with Section 5 to
each member of the Corporation's Board of Directors who is not a current
employee of the Corporation (an "Outside Director"); provided that shares of
the Corporation's Common Stock remain available for grant hereunder in
accordance with Section 4. An Outside Director to whom stock or options are
granted under the Plan shall be referred to hereinafter as a "Grantee."
4. Shares Subject to Plan. The shares subject to the Plan shall be
authorized but unissued or reacquired shares of the Corporation's Common Stock.
Subject to adjustment in accordance with the provisions of Section 6 of the
Plan, the maximum number of shares of Common Stock for which awards may be
granted under the Plan shall be 100,000 and the initial adoption of the Plan by
the Board of Directors of the Corporation shall constitute a reservation of
100,000 authorized but unissued, or reacquired, shares of Common Stock for
issuance under the Plan. In the event that any outstanding option granted
under the Plan for any reason expires or is terminated prior to the end of the
period during which awards may be granted under the Plan, the shares of Common
Stock allocable to the unexercised portion of such option may again be subject
in whole or in part to any award of stock or options granted under the Plan.
5. Terms and Conditions of Awards. Awards granted pursuant to the Plan
shall be evidenced by Stock Award Agreements in such form as shall comply with
and be subject to the following terms and conditions:
(a) Grant. On the date of adoption of the Plan by the Board of Directors,
each Outside Director shall be granted an option to purchase 5,000 shares of the
<PAGE> 3
Corporation's Common Stock, subject to adjustment as provided in the Plan, and
subject to approval of the Plan by the Corporation's shareholders within one
year following the adoption of the Plan by the Board of Directors. If the
shareholders of the Corporation fail to approve the Plan within such time, the
initial grant of options shall be null and void and no further awards shall be
granted under the Plan.
On the date that each subsequent Outside Director is initially elected or
appointed to the Board, such director will receive an option to purchase (i)
2,500 shares of Common Stock if such date is on or before June 30 of the year in
question, or (ii) 1,250 shares of Common Stock if such date is on or after July
1 of the year in question, subject to adjustment as provided in the Plan.
In addition, each year, beginning in 1997, on the day immediately
preceding the release of the Corporation's financial results for the preceding
fiscal year, each Outside Director who is serving in such capacity as of such
date will receive an option to purchase 2,500 shares of Common Stock (subject to
adjustment as provided in the Plan); provided, however, that such options will
be granted if and only if the earnings per share of the Corporation's Common
Stock, as reported by the Corporation, has increased by at least 20% over the
immediately preceding fiscal year. Each such day that annual awards are to be
granted under the Plan is referred to hereinafter as a "Grant Date."
If on any Grant Date, shares of Common Stock are not available under this
Plan to grant to Outside Directors the full amount of a grant contemplated by
the immediately preceding paragraph, then each Outside Director shall receive
an award (a "Reduced Grant") equal to the number of shares of Common Stock then
available under the Plan divided by the number of Outside Directors as of the
applicable Grant Date. Fractional shares shall be ignored and not granted.
If a Reduced Grant has been made and, thereafter, during the term of this
Plan, additional shares of Common Stock become available for grant (e.g.,
because of the forfeiture or lapse of an option), then each person who was an
Outside Director both on the Grant Date on which the Reduced Grant was made and
on the date additional shares of Common Stock become available (a "Continuing
Outside Director") shall receive an additional option to purchase shares of
Common Stock. The number of newly available shares shall be divided equally
among the options granted to the Continuing Outside Directors; provided,
however, that the aggregate number of shares of Common Stock subject to a
Continuing Outside Director's additional option plus any prior Reduced Grant to
the Continuing Outside Director on the applicable Grant Date shall not exceed
2,500 shares (subject to adjustment pursuant to Section 6). If more than one
Reduced Grant has been made, available options shall be granted beginning with
the earliest such Grant Date.
<PAGE> 4
(b) Option Price. The option price for each option granted under the Plan
shall be the Fair Market Value (as defined below) of the shares of Common Stock
subject to the option on the date of grant of the option. For purposes of the
Plan, the "Fair Market Value" of a share of Common Stock on a given date shall
mean the closing price of a share of Common Stock traded on the Nasdaq National
Market on such date, as reported in the composite transactions quoted in The
Wall Street Journal or, if no shares were traded on such day, on the next
preceding day on which shares were traded.
(c) Medium and Time of Payment. The option price shall be payable in full
upon the exercise of an option in cash, by check, in shares of Common Stock, or
in any combination thereof. To the extent permitted under Regulation T of the
Federal Reserve Board, and subject to applicable securities laws, options may be
exercised through a broker in a so-called "cashless exercise" whereby the broker
sells the option shares and delivers cash sales proceeds to the Company in
payment of the exercise price. However, to avoid possible short-swing profit
liability under Section 16(b) of the Exchange Act, the Grantee should wait at
least six (6) months from the date of grant of the option before engaging in a
"cashless" exercise.
(d) Term. Each option granted under the Plan shall, to the extent not
previously exercised, terminate and expire on the date ten (10) years after the
date of grant of the option, unless earlier terminated as provided hereinafter
in Section 5(g).
(e) Exercisability. Each option granted under the Plan shall, unless
earlier terminated as provided hereinafter in Section 5(g), become exercisable
on the date six (6) months and one day following the date of grant.
(f) Method of Exercise. All options granted under the Plan shall be
exercised by an irrevocable written notice directed to the Secretary of the
Corporation at the Corporation's principal place of business. Except in the
case of a "cashless exercise" through a broker, such written notice shall be
accompanied by payment in full of the option price for the shares for which
such option is being exercised. In the case of a "cashless exercise," payment
in full of the option price for the shares for which such option is being
exercised shall be paid in cash by the broker from the sale proceeds. The
Corporation shall make delivery of certificates representing the shares for
which an option has been exercised within a reasonable period of time;
provided, however, that if any law, regulation or agreement requires the
Corporation to take any action with respect to the shares for which an option
has been exercised before the issuance thereof, then the date of delivery of
such shares shall be extended for the period necessary to take such action.
Certificates representing shares for which options are exercised under the Plan
may bear such restrictive legends as may be necessary or desirable in order to
comply with applicable federal and state securities laws. Nothing contained in
the
<PAGE> 5
Plan shall be construed to require the Corporation to register any shares of
Common Stock underlying options granted under this Plan.
(g) Effect of Termination of Directorship or Death.
(i) Termination of Directorship. Upon termination of any
Grantee's membership on the Board of Directors of the Corporation for any
reason other than for cause or death, the options held by the Grantee
under the Plan shall terminate ninety (90) days following the date of
termination of the Grantee's membership on the Board or, if earlier, on
the date of expiration of the options as provided by Section 5(d) of the
Plan. If the Grantee exercises the options after termination of the
Grantee's service on the Board of Directors, the Grantee may exercise the
options only with respect to the shares that were otherwise exercisable on
the date of termination of the Grantees' service on the Board. Such
exercise otherwise shall be subject to the terms and conditions of the
Plan. If the Grantee's membership on the Board of Directors is terminated
for cause, all options granted to such Grantee shall expire upon such
termination.
(ii) Death. In the event of the death of a Grantee, the Grantee's
personal representatives, heirs or legatees (the "Grantee's Successors")
may exercise the options held by the Grantee on the date of death, upon
proof satisfactory to the Corporation of their authority. The Grantee's
Successors must exercise any such options within one (1) year after the
Grantee's death and in any event prior to the date on which the options
expire as provided by Section 5(d) of the Plan. Such exercise otherwise
shall be subject to the terms and conditions of the Plan.
(h) Nonassignability of Option Rights. No option shall be assignable or
transferable by the Grantee except by will, by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
Title I of the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code of 1986. During the lifetime of the Grantee, the option
shall be exercisable only by the Grantee.
(i) Rights as Shareholder. Neither the Grantee nor the Grantee's
Successors shall have rights as a shareholder of the Corporation with respect
to shares of Common Stock covered by the Grantee's option until the Grantee or
the Grantee's Successors become the holder of record of such shares.
(j) No Options after Ten Years. No options shall be granted except within
a period of ten (10) years after the effective date of the Plan.
6. Adjustments.
<PAGE> 6
(a) If any change is made in the stock subject to the Plan, or subject to
any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be automatically and appropriately adjusted, including the maximum
number of shares subject to the Plan and the number of shares and price per
share of stock subject to outstanding options.
(b) In the event of: (i) a merger or consolidation in which the
Corporation is not the surviving corporation; (ii) a reverse merger in which the
Corporation is the surviving corporation but the shares of the Corporation's
common stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash other otherwise; or (iii) any other capital reorganization in which more
than fifty percent (50%) of the shares of the Corporation entitled to vote are
exchanged, then any surviving corporation shall assume any options outstanding
under the Plan or shall substitute similar options for those outstanding under
the Plan. If there is no surviving corporation, all outstanding options shall
expire.
7. Effective Date and Termination of Plan.
(a) Effective Date. The Plan shall become effective upon adoption of the
same by the Board of Directors of the Corporation (February 26, 1996), subject
to approval of the Plan by the shareholders of the Corporation within one year
following the adoption of the Plan by the Board of Directors.
(b) Termination. The Plan shall terminate ten (10) years after its
effective date, but the Board of Directors may terminate the Plan at any time
prior to such date. Termination of the Plan shall not alter or impair any of
the rights or obligations under any option theretofore granted under the Plan
unless the Grantee shall so consent.
8. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the Grantee to exercise such option.
9. Amendment. The Board of Directors of the Corporation by majority vote
may amend the Plan from time to time but may not, without shareholder approval,
adopt any amendment that would require shareholder approval in order for the
Plan or transactions thereunder to qualify for the exemptions provided by Rule
16b-3 under the Exchange Act, as the same may be amended from time to time
("Rule 16b-3"), or under applicable rules of any exchange on which the shares
of Common Stock are traded, or under any other applicable law, rule or
regulation. To the extent required by Rule 16b-3, the provisions of the Plan
determining (i) the persons eligible to receive awards under the Plan, (ii) the
<PAGE> 7
timing of awards, (iii) the number of shares subject to awards, (iv) the
exercise price of options, (v) the periods during which options are
exercisable, and (vi) the dates on which options terminate, may 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 of 1974, or
the rules thereunder.
It is expressly contemplated that the Board may amend the Plan in any
respect that the Board deems necessary to cause the Plan to meet the
requirements of Rule 16b-3 (or any successor rule) and otherwise to comport
with the provisions of the Exchange Act and the applicable regulations
thereunder.
Any amendment to the Plan shall not, without the written consent of the
Grantee, affect such Grantee's rights under any award theretofore granted to
such Grantee.
<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 100,000 shares (the
"Shares") of the no par value Common Stock of the Company (the "Common Stock")
to be issued to non-employee directors of the Company pursuant to the Longhorn
Steaks, Inc. 1996 Stock Plan for Outside Directors (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
and authorizing amendments to the Plan.
For purposes of this opinion, we assume that all options and stock
appreciation rights 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 or stock appreciation rights 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
<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
