SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
GRILL CONCEPTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3319172
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
11661 San Vicente Blvd., Ste. 404, Los Angeles, California 90049
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(Address of Principal Executive Offices) (Zip Code)
GRILL CONCEPTS, INC. 1998 COMPREHENSIVE
STOCK OPTION AND AWARD PLAN
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(Full title of the plan)
Copy to:
Robert Spivak Michael Sanders
Grill Concepts, Inc. Vanderkam & Sanders
11661 San Vicente Blvd. 440 Louisiana
Suite 404 Suite 475
Los Angeles, California 90049 Houston, Texas 77002
(310) 820-5559 (713) 547-8900
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(Name, address and telephone
number of agent for service)
Approximate date of proposed sales pursuant to the plan: From time to time
after the effective date of this Registration Statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered (1) share (2) price fee
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<S> <C> <C> <C> <C>
Common Stock, $.00001 par value 750,000 $1.4375 $ 1,078,125 $ 318.05
- --------------------------------------- ----------------- ------------------- --------------------- ----------------
</TABLE>
(1) Plus such additional number of shares as may hereafter become issuable
pursuant to the Grill Concepts, Inc. 1998 Comprehensive Stock Option and
Award Plan (the "Plan") in the event of a stock dividend, split-up of
shares, recapitalization or other similar transaction without receipt of
consideration which results in an increase in the number of shares
outstanding.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"). The offering price per
share and aggregate offering price are based upon (a) the weighted average
exercise price, for shares subject to outstanding options granted by the
Company under the Plan and (b) the average of the high and low prices of
the Company's Common Stock as reported on the Nasdaq Small-Cap Market for
June 16, 1998, for shares reserved for future issuance pursuant to the Plan
(pursuant to Rule 457(c) under the Securities Act).
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the introductory Note to
Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this Registration
Statement and are made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 28, 1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in Item 3(a) above, including the Company's
Quarterly Report on Form 10-QSB for the quarter ended March 29, 1998.
(c) The description of securities included in Form 8-A declared effective
by the Commission on March 21, 1994 (Commission File No. 0-23226).
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then 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
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware(the
"GCL"), as amended, gives Delaware corporations the power to indemnify each of
their present and former directors or officers under certain circumstances, if
such person acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation.
The Registrant's Certificate of Incorporation provides that no director of
the Registrant shall be liable for any breach of fiduciary duty, except to the
extent that the GCL prohibits the limitation of liability of directors for
breach of fiduciary duty.
The Registrant's Certificate of Incorporation provides that a director or
officer of the Registrant (a) shall be indemnified by the Registrant against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant) brought against him
by virtue of his position as a director or officer of the Registrant if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the Registrant and with respect to any criminal action
or proceeding, if he had no reasonable cause to believe his conduct was unlawful
and (b) shall be indemnified by the Registrant against all expenses (including
attorneys' fees) and amounts paid in settlement incurred in connection with any
action by or in the right of the Registrant brought against him by virtue of his
position as a director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that no indemnification shall be made with
respect to any matter as to which such person shall have been adjudged to be
liable to the Registrant, unless a court determines that, despite such
adjudication but in view of all of the circumstances, he is entitled to
indemnification of such expenses. Notwithstanding the foregoing, to the extent
that a director or officer has been successful, on the merits or otherwise,
including, without limitation, the dismissal of an action without prejudice, he
is required to be indemnified by the Registrant against all expenses (including
attorneys' fees) incurred in connection therewith. Expenses shall be advanced to
a director or officer at his request, provided that he undertakes to repay the
amount advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.
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<PAGE>
The Registrant's Certificate of Incorporation further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the GCL is amended to expand the indemnification permitted to
directors or officers, the Registrant must indemnify those persons to the
fullest extent permitted by such law as so amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion and consent of Vanderkam & Sanders re: the legality of the
shares being registered
23.1 Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
99.1(1) Grill Concepts, Inc. 1998 Comprehensive Stock Option and Award
Plan
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(1) Incorporated by reference to Exhibit A to Registrant's Proxy Statement for
the Annual Meeting of Shareholders on June 12, 1998, dated April 27, 1998.
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sells are being
made, a post-effective amendment to this registration statement
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 liability under the
Securities Act of 1933, each post-effective amendment shall be
treated as a new registration statement of the securities
offered, and the offering of the securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end 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 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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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 Los Angeles, State of California on the 19th day of
June, 1998.
GRILL CONCEPTS, INC.
By: /s/ Robert Spivak
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ROBERT SPIVAK, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signatures Title Date
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/s/ Robert Spivak President, Chief Executive Officer June 19, 1998
- ----------------------- and Director (Principal Executive
ROBERT SPIVAK Officer)
Chairman of the Board June , 1998
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ROBERT WECHSLER
/s/ Ben Sumner Treasurer and Chief Financial Officer June 19, 1998
- ----------------------- (Principal Financial and Accounting
BEN SUMNER Officer)
/s/ Michael Weinstock Executive Vice President and Director June 19, 1998
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MICHAEL WEINSTOCK
Director June , 1998
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RICHARD SHAPIRO
/s/ Charles Frank Director June 19, 1998
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CHARLES FRANK
/s/ Glenn Golenberg Director June 19, 1998
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GLENN GOLENBERG
Director June , 1998
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PETER BALAS
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June 19, 1998
Grill Concepts, Inc.
11661 San Vicente Blvd., Suite 404
Los Angeles, California 90049
Re: Form S-8 Registration Statement
Gentlemen:
You have requested that we furnish you our legal opinion with respect to
the legality of the following described securities of Grill Concepts, Inc. (the
"Company") covered by a Form S-8 Registration Statement, as amended through the
date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission for the purpose of registering such securities under the
Securities Act of 1933:
1. 750,000 shares of common stock, $.00001 par value (the "Shares"),
issuable pursuant to Award grants and upon the exercise of
various options, issued, or to be issued, pursuant to the
Company's 1998 Comprehensive Stock Option and Award Plan (the
"Plan").
In connection with this opinion, we have examined the corporate records of
the Company, including the Company's Articles of Incorporation, Bylaws, and the
Minutes of its Board of Directors and Shareholders meetings, the Plan, the
Registration Statement, and such other documents and records as we deemed
relevant in order to render this opinion.
Based on the foregoing, it is our opinion that, after the Registration
Statement becomes effective and the Shares have been issued and delivered as
described therein, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with Securities and
Exchange Commission as an exhibit to the Registration Statement and further
consent to statements made therein regarding our firm and use of our name in the
Registration Statement.
Sincerely,
VANDERKAM & SANDERS
/s/ Vanderkam & Sanders
b:/ms/legalopinions-8.gci98
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Grill Concepts, Inc. on Form S-8 of our report dated March 20, 1998, on our
audits of the consolidated financial statements of Grill Concepts, Inc. as of
December 28, 1997 and December 29, 1996, and for the years then ended, which
report is included in the Company's Annual Report on Form 10-KSB.
COOPERS & LYBRAND L.L.P.
/s/ Coopers & Lybrand L.L.P.
Los Angeles, California
June 19, 1998
