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As filed with the Securities and Exchange Commission
on November 9, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MORTON'S RESTAURANT GROUP, INC.
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(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
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(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
(516) 627-1515
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(Name, address and telephone number of agent for service)
Please send copies to:
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering aggregate registration
to be registered registered price per offering fee
(1) share(2) price(2)
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Common Stock, 249,300 $15.65 $3,901,545 $1,030
$.01 par value per shares
share
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(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.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required by Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference herein pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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 2,
2000, filed with SEC on March 31, 2000;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
April 2, 2000, and July 2, 2000, filed with the SEC on May 16, 2000 and August
14, 2000, respectively;
3. The Company's Notice of Annual Meeting of Stockholders and Proxy
Statement for its Annual Meeting of Stockholders held on May 9, 2000, filed
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); and
4. 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 Exchange Act, and any amendment or report filed for the purpose
of further updating such description.
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.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
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Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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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
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
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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.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit
Number
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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)
24 Powers of Attorney (see pages II-1 to II-3 of this Registration
Statement)
Item 9. Undertakings.
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(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; and
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(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.
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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 7th day of
November, 2000.
MORTON'S RESTAURANT GROUP, INC.
By: /s/ THOMAS J. BALDWIN
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Thomas J. Baldwin
Director, Executive Vice President
Chief Financial Officer,
Assistant Secretary and Treasurer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoint Thomas J. Baldwin and Allen J. Bernstein, and each of them, as their
attorneys-in-fact, with full power of substitution, to execute in their names
and on behalf of the Registrant and each such person, individually and in each
capacity stated below, one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact acting on the
premise shall from time to time deem appropriate and to file any such amendment
to this Registration Statement with the Securities and Exchange Commission.
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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 7th day of November, 2000.
Name, Signature and Title
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/s/ ALLEN J. BERNSTEIN
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Allen J. Bernstein
Chairman of the Board of Directors, President
and Chief Executive Officer
(Principal Executive Officer)
/s/ THOMAS J. BALDWIN
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Thomas J. Baldwin
Director, Executive Vice President,
Chief Financial Officer, Assistant
Secretary and Treasurer
(principal financial and accounting
officer)
/s/ JOHN K. CASTLE
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John K. Castle
Director
/s/ LEE M. COHN
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Lee M. Cohn
Director
/s/ DR. JOHN J. CONNOLLY
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Dr. John J. Connolly
Director
/s/ DAVID PITTAWAY
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David Pittaway
Director
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/s/ DIANNE H. RUSSELL
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Dianne H. Russell
Director
/s/ ALAN A. TERAN
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Alan A. Teran
Director
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EXHIBIT INDEX
Exhibit
Number Exhibit
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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)
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