<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON AUGUST 27, 1999
REGISTRATION STATEMENT NO. 333-____
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MORTON'S RESTAURANT GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3490149
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3333 New Hyde Park Road, New Hyde Park, New York 11042
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(Address of Principal Executive Offices) (Zip Code)
OPTIONS GRANTED PURSUANT TO INDIVIDUAL NON-QUALIFIED STOCK OPTION AGREEMENTS
- --------------------------------------------------------------------------------
(Full title of the plan)
Thomas J. Baldwin
Director, Executive Vice President, Chief Financial Officer,
Assistant Secretary and Treasurer
Morton's Restaurant Group, Inc.
3333 New Hyde Park Road
New Hyde Park, New York 11042
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(Name and address of agent for service)
(516) 627-1515
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(Telephone number, including area code, of agent for service)
Please send copies to:
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------- ------------------ --------------- -------------------- -------------------
- ------------------------------------- ------------------ --------------- -------------------- -------------------
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per offering price(2) fee
(1) share(2)
- ------------------------------------- ------------------ --------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par 171,600 $15.2038 $2,608,973 $726
value per share shares
- ------------------------------------- ------------------ --------------- -------------------- -------------------
- ------------------------------------- ------------------ --------------- -------------------- -------------------
</TABLE>
(1) Also registered hereunder are such additional number of shares of Common
Stock ("Common Stock"), presently undeterminable, as may be necessary as a
result of any stock split, stock dividend or similar transaction affecting the
Common Stock, pursuant to Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act").
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act and based on the weighted
average exercise price of the options granted.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission (the "SEC") allows the Company
to "incorporate by reference" the information the Company files with the SEC,
which means the Company can disclose important information to investors by
referring investors to those documents. The information incorporated by
reference is an important part of this Registration Statement, and information
the Company files later will automatically update and supersede this
information. The following documents are incorporated by reference:
1. The Company's Annual Report on Form 10-K for the year ended
January 3, 1999;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 4, 1999, and July 4, 1999;
3. The Company's Current Report on Form 8-K filed with the SEC on
July 19, 1999;
4. The Company's Definitive Proxy Statement pursuant to Schedule 14A
filed with the SEC on March 31, 1999; and
5. The description of the Common Stock contained in the registration
statement on Form 8-A, filed by the Company with the SEC on February 18, 1992
pursuant to the Securities Exchange Act of 1934, (the "Exchange Act").
The Company also incorporates by reference in this Registration
Statement all reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this
Registration Statement and before the Company files a post-effective amendment
which indicates that all securities have been sold or which deregisters all
securities remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law of
Delaware empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
2
<PAGE>
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Section 145 further provides that: (i) to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith; and
(ii) indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled. In addition,
Section 145 empowers the corporation to purchase and maintain insurance on
behalf of any person acting in any capacities set forth in the second preceding
paragraph against any liability asserted against such person or incurred by such
person in any such capacity or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liabilities under Section 145.
In addition, the Company maintains director and officer liability
insurance and has entered into indemnification agreements with its directors,
each as permitted by Delaware law on behalf of directors, officers, employees or
agents, which may cover liabilities under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number
- -------
<S> <C>
4 Form of Non-Qualified Stock Option Agreement.
5 Opinion of Schulte Roth & Zabel LLP.
23.1 Consent of KPMG LLP.
3
<PAGE>
<S> <C>
23.2 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5).
</TABLE>
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;
(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;
(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;
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) 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 Commission such
indemnification is against public policy as expressed in the Securities 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New Hyde Park, State of New York, on this 27th day
of August, 1999.
MORTON'S RESTAURANT GROUP, INC.
By: /s/ THOMAS J. BALDWIN
----------------------------------
Thomas J. Baldwin
Director, Executive Vice President
Chief Financial Officer,
Assistant Secretary and Treasurer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on this 27th day of August, 1999.
Signature and Title
/s/ ALLEN J. BERNSTEIN
- -------------------------
Allen J. Bernstein
Chairman of the Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ THOMAS J. BALDWIN
- -------------------------
Thomas J. Baldwin
Director, Executive Vice President,
Chief Financial Officer, Assistant
Secretary and Treasurer
(principal financial and accounting
officer)
/s/ LEE M. COHN
- -------------------------
Lee M. Cohn
Director
/s/ DIANNE H. RUSSELL
- -------------------------
Dianne H. Russell
Director
/s/ ALAN A. TERAN
- -------------------------
Alan A. Teran
Director
/s/ JOHN K. CASTLE
- -------------------------
John K. Castle
Director
/s/ DR. JOHN J. CONNOLLY
- -------------------------
Dr. John J. Connolly
Director
/s/ DAVID B. PITTAWAY
- -------------------------
David Pittaway
Director
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
4 Form of Non-Qualified Stock Option Agreement
5 Opinion of Schulte Roth & Zabel LLP
23.1 Consent of KPMG LLP
23.2 Consent of Schulte Roth & Zabel LLP (included in Exhibit 5)
</TABLE>
7
<PAGE>
Exhibit 4
FORM OF
MORTON'S RESTAURANT GROUP, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT, made as of the day of
, , by and between Morton's Restaurant Group, Inc. (the
Corporation"), a Delaware corporation, and (the "Participant").
WHEREAS, the Participant owns, at the time the Option is granted
hereunder, no more than ten percent (10%) of total combined voting power of all
classes of stock of the Corporation, or its parent or subsidiary corporation.
WHEREAS, the Corporation desires to give the Participant an opportunity
to participate in the long-term growth of the Corporation by granting to the
Participant options to purchase the Corporation's Common Stock pursuant to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the parties agree as
follows:
1. DEFINITIONS.
"Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling (including, but not limited to, all
directors and officers of such Person), controlled by, or under direct or
indirect common control with, such Person. A Person shall be deemed to control a
corporation if such person possesses, directly or indirectly, the power to (i)
vote 15% or more of the securities having ordinary voting power for the election
of directors of such corporation, or (ii) direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.
"Board" means the Board of Directors of the Corporation.
"Cause" means a finding based upon reasonable evidence
presented in writing to the Participant that the Participant engaged in a
criminal act or willful misconduct inconsistent with his employment
responsibilities or contractual relationship with the Corporation or any
subsidiary corporation.
"Change in Control" means any of the following events: (a) the
acquisition by any Person who was not an Affiliate of the Corporation as of
December 15, 1994 of beneficial ownership, directly or indirectly, of 50% or
more of the combined voting power of the then outstanding voting securities of
the Corporation, except pursuant to a public offering of securities of the
Corporation; (b) the sale or other transfer of all or substantially all of the
assets of the Corporation to a Person who was not an Affiliate of the
Corporation as of December 15, 1994; (c) a merger, consolidation or other
reorganization of the Corporation with a Person who
<PAGE>
was not an Affiliate of the Corporation as of December 15, 1994 and in which the
Corporation is not the surviving entity; or (d) individuals who, as of December
15, 1994, made up the Board (the "Incumbent Directors") cease for any reason to
constitute at least a majority of the Board; provided that any individual who
becomes a director after December 15, 1994 whose election, or nomination for
election by the Corporation's stockholders was approved by a vote or written
consent of at least two-thirds of the directors then comprising the Incumbent
Directors shall be considered as though such individual were an Incumbent
Director, but excluding, for this purpose, any such individual whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of the directors of the Corporation (as such
terms are used in Rule 14a-11 under the Securities Exchange Act of 1934, as
amended).
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means Common Stock ($.01 par value) of the
Corporation.
"Corporation" means Morton's Restaurant Group, Inc.
"Disability" means the inability of the Participant by reason
of any physical or mental ailment to perform the duties of the position in which
he was employed by the Corporation or any subsidiary corporation when such
disability commenced.
"Employment" means the Participant's employment with the
Corporation, a parent or subsidiary corporation of the Corporation, or such
other corporation as provided in section 422 of the Code.
"Fair Market Value" means, on any day, with respect to Common
Stock which is (i) listed on a United States securities exchange, the last sales
price of such stock on such day on the largest United States securities exchange
on which such stock shall have traded on such day, or if such day is not a day
on which a United States securities exchange is open for trading, on the
immediately preceding day on which such securities exchange was so open, (ii)
not listed on a United States securities exchange but is included in the NASDAQ
National Market System, the last sales price of such stock on such day, or if
such day is not a trading day, on the immediately preceding trading day, or
(iii) neither listed on a United States securities exchange nor included in the
NASDAQ National Market System, the fair market value of such stock as determined
from time to time by the Board in its sole discretion.
"Option" means the nonqualified stock option granted to the
Participant under this Agreement.
"Person" means any individual, partnership, firm, trust,
corporation or similar entity. When two or more Persons act as a partnership,
limited partnership, syndicate or other group for the purpose of acquiring,
holding or disposing of securities of the Corporation, such partnership, limited
partnership, syndicate or group shall be deemed a "Person."
-2-
<PAGE>
2. GRANT OF OPTION. The Corporation hereby grants to the Participant an
Option to purchase shares of Common Stock at an option price of $ per share,
subject to the terms hereof (the "Option Price"). The Option granted hereby is
not intended to be an "incentive stock option" within the meaning of section 422
of the Code and the Agreement shall be construed and interpreted in accordance
with such intention.
3. OPTION TERMS. (a) The Option shall become exercisable in accordance
with the following Schedule:
Years From Date of Grant Amount Exercisable
------------------------ ------------------
One 0%
Two 25%
Three 50%
Four 75%
Five 100%
(b) Notwithstanding the provisions of paragraph (a) of this
Section 3, the Option shall not be exercisable after the expiration of ten (10)
years from the date the Option is granted hereunder. Further, in the event the
Participant's Employment terminates for any reason whatsoever, whether because
of his death, Disability, termination with or without Cause, voluntary
termination or otherwise, the Option, (i) to the extent it has not theretofore
become exercisable, shall terminate as of the date such Employment terminates,
and (ii) to the extent it has become exercisable but has not been exercised,
shall terminate three (3) months after the date such Employment terminates.
4. NON-ASSIGNABILITY. The Option granted hereby and any right arising
thereunder shall not be transferable other than by will or by the laws of
descent and distribution. During the lifetime of the Participant, the Option
shall be exercisable only by him. Any Option or portion thereof exercisable at
the Participant's death that is transferred by will or by the laws of descent
and distribution, shall be exercisable in accordance with the terms of this
Agreement by the executor or administrator, as the case may be, of the
Participant's estate for a period of three (3) months after the date of the
Participant's death and shall then terminate. If the Option is not exercisable
at the date of the Participant's death it shall terminate as of such date.
5. EFFECT OF A CHANGE OF CONTROL. Notwithstanding the provisions of
Section 3 hereof, if there should be a Change of Control of the Corporation, the
Corporation shall give the Participant written notice of such Change of Control
as promptly as practicable (and, if possible, prior to the effective date
thereof) and the Option, to the extent not currently exercisable, shall become
immediately exercisable as of the effective date of such Change of Control.
6. TRANSFER RESTRICTIONS. The Participant understands that the Common
Stock issuable upon the exercise of this Option will not be registered under the
Securities Act of 1933, as amended (the "Act"). The Participant acknowledges
that the Common
-3-
<PAGE>
Stock will be purchased for investment only, and that it may not be sold or
transferred in the absence of either an effective registration statement under
the Act or an opinion of experienced securities counsel, acceptable in form and
content to the Corporation in its sole discretion, which states that
registration is not required under the Act.
By executing this Agreement, the Participant agrees to refrain from
re-offering, reselling, or otherwise disposing of any of the Common Stock
acquired upon the exercise of the Option in any manner which would violate the
Act or any other federal or state securities law.
The Participant further understands that in the event the Common Stock
issuable upon the exercise of the Option is not covered by an effective
registration statement under the Act, the Corporation may imprint on the
certificate representing said Common Stock the following legend or any other
legend which counsel for the Corporation considers necessary or advisable to
comply with the Act or the securities laws of any State:
"The shares of Morton's Restaurant Group, Inc. Common Stock
represented by this certificate have been acquired for investment and
have not been registered under the Securities Act of 1933, as amended.
Such shares may not be sold, transferred, pledged or hypothecated
unless the registration provisions of said act have been complied with
or unless Morton's Restaurant Group, Inc. has received an opinion of
counsel satisfactory to Morton's Restaurant Group, Inc. that such
registration is not required."
7. MODE OF EXERCISE. The Option shall be exercised by the Participant
giving to the Corporation written notice stating (i) the number of shares with
respect to which the Option is being exercised, (ii) the exercise price for such
shares, and (iii) the method of payment. At the option of the Participant, the
Option Price may be paid (i) in cash, (ii) by delivery of Common Stock already
owned by the Participant for a period of not less than six (6) months and having
a Fair Market Value on the date of such delivery equal to the Option Price, or
(iii) by delivery of a combination of cash and such Common Stock having a total
Fair Market Value on the date of such delivery equal to the Option Price.
8. OPTION SUBJECT TO SECURITIES AND OTHER REGULATIONS. The Option
granted hereunder and the obligation of the Corporation to sell and deliver
shares under such Option shall be subject to all applicable federal and state
laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required. The Corporation, in its discretion, may
postpone the issuance or delivery of shares upon any exercise of the Option
until completion of any stock exchange listing, or other qualification of such
shares under any state or federal law, rule or regulation as the Corporation may
consider appropriate, and may require the Participant, beneficiary or legal
representative to make such representations and furnish such information as it
may consider appropriate in connection with the issuance or delivery of the
shares in compliance with applicable laws, rules and regulations.
-4-
<PAGE>
The Participant shall deliver at the time of any exercise of the Option
a written representation that the shares to be acquired upon the exercise of the
Option are being acquired for investment and not for resale or with a view to
the distribution thereof. The delivery of such representation prior to the
delivery of any shares issued upon exercise of the Option shall be a condition
precedent to the right of the Participant to purchase any shares.
9. ANTIDILUTION ADJUSTMENTS. In the event of any change in the Common
Stock by reason of any stock dividend, recapitalization, reorganization, merger,
consolidation, split-up, combination or exchange of shares, or of any similar
change affecting the Common Stock, the number and kind of shares subject to the
Option and the purchase price per share thereof shall be appropriately adjusted
consistent with such change in such manner as the Board may deem equitable to
prevent substantial dilution or enlargement of the rights granted to the
Participant.
10. RIGHTS PRIOR TO EXERCISE OF OPTION. The Participant shall not have
any rights as a stockholder with respect to any shares subject to the Option
prior to the date on which he is recorded as the holder of such shares on the
records of the Corporation.
11. TAXES. The Corporation may make such provisions and take such steps
as it may deem necessary or appropriate for the withholding of all federal,
state, local and other taxes required by law to be withheld with respect to the
Option including, but not limited to (i) reducing the number of shares of Common
Stock otherwise deliverable, based upon their Fair Market Value on the date of
exercise, to permit deduction of the amount of any such withholding taxes from
the amount otherwise payable under this Agreement, (ii) deducting the amount of
any such withholding taxes from any other amount then or thereafter payable to
the Participant, or (iii) requiring the Participant, beneficiary or legal
representative to pay to the Corporation the amount required to be withheld or
to execute such documents as the Corporation deems necessary or desirable to
enable it to satisfy its withholding obligations as a condition of releasing the
Common Stock.
12. NO LIABILITY OF BOARD MEMBERS. No member of the Board shall be
personally liable by reason of any contract or other instrument executed by such
member or on his behalf in his capacity as a member of the Board nor for any
mistake of judgment made in good faith.
13. GOVERNING LAW. This Agreement and all rights hereunder shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of New York applicable to contracts made and to be performed entirely
within such State.
-5-
<PAGE>
THIS AGREEMENT SHALL NOT BE CONSTRUED AS GIVING THE PARTICIPANT THE
RIGHT TO BE RETAINED IN THE EMPLOY OF THE CORPORATION, NOR SHALL THEY INTERFERE
IN ANY WAY WITH THE RIGHT OF THE CORPORATION TO TERMINATE THE PARTICIPANT'S
EMPLOYMENT AT ANY TIME WITH OR WITHOUT CAUSE.
Executed as of the day and year first above written.
MORTON'S RESTAURANT GROUP, INC.
By:
----------------------------------
PARTICIPANT
--------------------------------------
-6-
<PAGE>
EXHIBIT 5
[LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]
August 27, 1999
Morton's Restaurant Group, Inc.
3333 New Hyde Park Road
New Hyde Park, New York 11042
Dear Sirs:
We have acted as counsel to Morton's Restaurant Group, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the offer and sale of an aggregate of 171,600 shares of Common
Stock, par value $.01 per share, of the Company (the "Shares") to various
officers and employees under non-qualified stock option agreements (the "Option
Agreements").
In this capacity, we have examined originals, telecopies or
copies, certified or otherwise identified to our satisfaction, of such records
of the Company and all such agreements, certificates of public officials,
certificates of officers or representatives of the Company and others, and such
other documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares to be
offered under the Option Agreements, to the extent constituting original
issuance securities, have been duly authorized and, when issued and delivered in
accordance with the terms and conditions of the Option Agreements, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF KPMG LLP]
INDEPENDENT AUDITORS CONSENT
The Board of Directors
Morton's Restaurant Group, Inc.:
We consent to the use of our report dated February 1, 1999 with respect to
the consolidated balance sheets of Morton's Restaurant Group, Inc. and
subsidiaries as of January 3, 1999 and December 28, 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows
for each of the years in the three-year period ended January 3, 1999,
incorporated herein by reference.
KPMG LLP
Melville, New York
August 26, 1999
