<PAGE> 1
As filed with the Securities and Exchange Commission on July 2, 1996
Registration No. 333-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
REGAL CINEMAS, INC.
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 62-1412720
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation Identification Number)
or Organization)
7132 COMMERCIAL PARK DRIVE, KNOXVILLE, TENNESSEE 37918
(423) 922-1123
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
--------------------
HERBERT S. SANGER, JR.
1801 PLAZA TOWER
KNOXVILLE, TENNESSEE 37929
(423) 525-4600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
COPIES TO:
F. MITCHELL WALKER, JR.
BASS, BERRY & SIMS PLC
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
-----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price Per Aggregate Offering Registration
Title of Shares to be Registered Registered Share (1) Price (1) Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share.......... 345,293 shares $44.375 $15,322,379 $5,284
================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
reported prices of the Common Stock on the Nasdaq National Market on
June 26, 1996.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
===============================================================================
<PAGE> 2
SUBJECT TO COMPLETION, DATED JULY 2, 1996
PROSPECTUS
345,293 SHARES
REGAL CINEMAS, INC.
COMMON STOCK
---------------------
All of the 345,293 shares (the "Shares") of Common Stock, no par value
(the "Common Stock"), of Regal Cinemas, Inc. (the "Company") offered hereby are
being offered by What If Enterprises, LLC, a California limited liability
company (the "Selling Shareholder"). See "Selling Shareholder." The Company will
not receive any proceeds of this offering.
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co., Wheat, First Securities,
Inc., The Robinson-Humphrey Company, Inc. or others at prices at or near the
market price or in other privately negotiated transactions. See "Plan of
Distribution."
The Company has agreed to bear all expenses (other than selling
commissions and fees and expenses of counsel and other advisors to the Selling
Shareholder) in connection with the registration and sale of the Shares being
registered hereby. Expenses to be paid by the Company are estimated at $75,000.
The Company has agreed to indemnify the Selling Shareholder against certain
liabilities under the Securities Act of 1933, as amended (the "Securities Act").
The Company's Common Stock is traded on the Nasdaq National Market
under the symbol "REGL." On June 28, 1996, the last reported sale price of the
Common Stock on the Nasdaq National Market was $45.75 per share.
SEE "RISK FACTORS" APPEARING ON PAGES 4 AND 5 FOR MATTERS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SHARES OFFERED HEREBY.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus in
connection with the offer described in this Prospectus and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company. This Prospectus does not constitute an offer to sell
or solicitation of an offer to buy any securities offered hereby in any
jurisdiction in which it is not lawful or to any person to whom it is not lawful
to make any such offer or solicitation. Neither the delivery of this Prospectus
nor any sales made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the Company since
the date hereof or since the date of any documents incorporated herein by
reference.
<PAGE> 3
THE COMPANY
The following is a summary of certain information incorporated by
reference in this Prospectus. This summary is not intended to be complete and is
qualified in its entirety by reference to, and should be read in conjunction
with, the detailed information incorporated by reference in this Prospectus.
THE COMPANY
Regal Cinemas, Inc, (the "Company" or "Regal") is the eighth largest
motion picture exhibitor in the United States based upon the number of screens
in operation. At May 14, 1996, the Company operated 128 multi-screen theatres
with an aggregate of 1,006 screens. Regal also had 14 new theatres with 162
screens under construction and 19 screens under construction at existing
theatres. Regal has subsequently consummated two acquisitions of 17 theatres
with 129 screens.
The Company's strategy is to develop, acquire and operate multi-screen
theatres in mid-size metropolitan markets and suburban growth areas of larger
metropolitan markets. As of May 1, 1995, the Company averaged 7.9 screens per
location, as compared to an average of 4.8 screens per location for the industry
and 5.4 screens per location for the five largest U.S. motion picture
exhibitors. Management believes that the Company's multi-screen theatres,
substantially all of which show first run movies, promote increased attendance
and maximize operating efficiencies through reduced labor costs and improved
utilization of theatre capacity. Centralized decision making, including
accounting, film licensing and concession purchasing, as well as management
incentives based on controlling theatre-level costs, contribute to the Company's
cost-efficient operations.
The Company's growth has come through the acquisition of existing
theatres and the development of new theatres. Since its inception through May
14, 1996, Regal has acquired a net of 98 theatres with 630 screens, which has
served to establish and enhance the Company's presence in selected geographic
markets. Regal anticipates that its future growth will result from the
development of new theatres, the addition of screens to existing theatres,
strategic acquisitions of theatre circuits and the development of entertainment
concepts that complement the Company's theatres. The Company currently plans to
develop 150 to 175 screens annually for the next several years. The Company
intends to locate theatres in markets that it believes are under screened
because of changing demographic trends or that are served by older theatre
facilities or by theatres having an insufficient number of screens. The Company
seeks to locate each theatre where it will be the sole or dominant exhibitor
within a particular geographic film licensing zone. Management believes that
approximately 66% of the Company's theatres are located in film licensing zones
in which Regal is the sole exhibitor.
Regal emphasizes patron satisfaction by providing convenient locations,
comfortable seating, spacious neon-enhanced lobby and concession areas and a
wide variety of film selections. Regal's theatre complexes feature clean, modern
auditoriums with high quality projection and digital stereo surround-sound
systems. Regal's theatres typically contain auditoriums having 100 to 500 seats,
allowing the Company to exhibit films profitably for longer periods by shifting
films from larger to smaller auditoriums within the same complex to accommodate
changing attendance levels during the time a film is being exhibited. In
addition the Company promotes patron loyalty through specialized marketing
programs for its theatres and feature films.
To complement the Company's theatre development, Regal opened its first
FunScape(TM) comprehensive entertainment complex in Chesapeake, Virginia in
August 1995 and its second FunScape in Rochester, New York in February 1996.
Each complex includes a 13 screen theatre and a 50,000 square foot comprehensive
family entertainment center. The Company currently has two additional
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<PAGE> 4
FunScape complexes under construction and may seek to develop additional
FunScape complexes at strategic locations.
RECENT DEVELOPMENTS
Recent Acquisitions
Georgia State Theatres, Inc. Merger. On May 30, 1996, Regal acquired
Georgia State Theatres, Inc., a Georgia corporation ("GST") for 940,142 shares
of Regal Common Stock in a pooling of interests transaction. GST, headquartered
in Atlanta, Georgia, has 10 first run theatres with 68 screens, including one
drive-in theatre, located in the metropolitan Atlanta, Georgia area and a
partnership in Gainesville, Georgia. The parties closed the transaction and
effected the merger (the "GST Merger") on May 30, 1996.
Krikorian Asset Acquisition. Regal entered into an agreement to acquire
assets consisting of eight theatres with 69 screens in California (the
"Acquisition") from an individual, George Krikorian, and corporations controlled
by him (collectively, "Krikorian"). On May 31, 1996, the Company consummated the
acquisition of seven of the theatres with 61 screens for consideration of
428,038 shares of Regal Common Stock and approximately $12.9 million in cash.
The Company anticipates closing the acquisition of the eighth theatre upon
satisfaction of certain conditions to closing applicable to that theatre. The
aggregate consideration for the transaction is anticipated to be approximately
470,000 shares of Regal Common Stock and approximately $14.1 million in cash.
The Company was incorporated under the laws of the State of Tennessee
in November 1989. Regal's principal office is located at 7132 Commercial Park
Drive, Knoxville, Tennessee 37918, and its telephone number is (423) 922-1123.
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<PAGE> 5
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the Common
Stock offered hereby.
Growth Rate and Integration of Acquisitions. Regal has experienced
substantial growth since its formation through the acquisition of existing
theatres and development of new theatres. During 1995, the Company added net 169
screens. In addition, the Company recently completed two acquisitions of 17
theatres with an aggregate of 129 screens. Given the magnitude of these
acquisitions, there can be no assurance that the challenge of assimilating the
acquisitions and managing the larger overall business operations will not have
an adverse effect on Regal's results of operations, especially in the short
term.
Expansion Plans. Regal's continued ability to expand will depend on a
number of factors, including the selection and availability of suitable
locations, the hiring and training of skilled management and personnel, the
availability of adequate financing and other factors, some of which are beyond
the control of the Company. There is no assurance that Regal will be able to
open all of its planned new theatres or that, if opened, those theatres can be
operated profitably.
Dependence on Films. The ability of Regal to operate successfully
depends upon a number of factors, the most important of which is the
availability of marketable motion pictures. Poor relationships with
distributors, a disruption in the production of motion pictures or poor
commercial success of motion pictures could have a material adverse effect upon
Regal's business.
Fluctuations in Quarterly Results of Operations. Regal's revenues have
been seasonal, coinciding with the timing of releases of motion pictures by the
major distributors. Generally, the most marketable motion pictures have been
released during the summer and the Thanksgiving through year end holiday season.
The unexpected emergence of a hit film during other periods can alter the
traditional trend. The timing of such releases can have a significant effect on
Regal's results of operations, and the results of one quarter are not
necessarily indicative of results for the next quarter.
Competition. The motion picture exhibition industry is highly
competitive, particularly with respect to licensing films, attracting patrons
and finding new theatre sites. There are a number of well-established
competitors. Many of Regal's competitors have been in existence significantly
longer than Regal and may be better established in the markets where Regal's
theatres are or may be located.
In recent years, alternative motion picture exhibition delivery systems
have been developed for the exhibition of filmed entertainment, including cable
and satellite television, video cassettes and pay per view. An expansion of such
delivery systems could have a material adverse effect upon Regal's business.
Dependence on Senior Management. Regal's success depends upon the
continued contributions of its senior management, including Michael L. Campbell,
Chairman and Chief Executive Officer of the Company. The loss of the services of
one or more of Regal's senior management could have a material adverse effect
upon its business and development. Regal's loan agreement provides that Mr.
Campbell or a successor reasonably acceptable to Regal's lenders must be
employed as Chief Executive Officer. Regal has an employment agreement with Mr.
Campbell.
Volatility of Market Price. From time to time, there may be significant
volatility in the market price for the Common Stock. Quarterly operating results
of Regal or of other motion picture exhibitors, changes in general conditions in
the economy, the financial markets or the motion picture industry, natural
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<PAGE> 6
disasters or other developments affecting Regal or its competitors could cause
the market price of the Common Stock to fluctuate substantially. In addition, in
recent years the stock market has experienced extreme price and volume
fluctuations. This volatility has had a significant effect on the market prices
of securities issued by many companies for reasons unrelated to their operating
performance.
Legislative Initiatives. The Clinton Administration continues to
analyze and propose new legislation that could adversely impact the entire
business community. Minimum wage increases, if passed, could increase Regal's
operating costs. Regal would attempt to offset increased costs through
additional improvements in operating efficiencies and ticket and concession
price increases.
Risks Associated with the 1996 Summer Olympic Games. The Olympics are
being held in and around Atlanta, Georgia in the summer of 1996. The Company
believes that the Olympics may have an adverse impact on the motion picture
exhibition industry generally during that time frame as well as on the Company's
theatre locations in Atlanta, Georgia, particularly. The Company currently has
16 theatres in the Atlanta, Georgia area, including 10 theatres acquired in the
GST Merger. Summer months generally constitute one of the heaviest periods of
attendance at movies. To the extent that the Olympics detract from theatre
attendance generally, there could be an adverse impact on the Company's business
during one of its busiest seasons. The traffic congestion, scheduling conflicts
and other factors associated with the Olympics could result in a reduction in
attendance for the Company's Atlanta area theatres during the summer of 1996.
SELLING SHAREHOLDER
The table below sets forth certain information regarding the beneficial
ownership of Common Stock, as of July 1, 1996, by the Selling Shareholder, both
before and after giving effect to this offering.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to the Owned After the
Offering(1) Shares to be Offering(1)
----------------------------------- Sold in the ----------------------------------
Number Percent Offering Number Percent
--------------- ------------- ---------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
What If Enterprises, Inc. 428,038 * 345,293 82,745 *
</TABLE>
- ---------------------
* Represents beneficial ownership of less than 1% of the outstanding
shares of Common Stock
(1) The Selling Shareholder, to the Company's knowledge, has sole voting
and investment power with respect to all shares of Common Stock shown
as beneficially owned by it.
In connection with the Acquisition, the Company entered into an
Acquisition Agreement (the "Agreement") which granted certain registration
rights to the Selling Shareholder. The Agreement provides that the Selling
Shareholder has the right to demand, on one occasion only, that the Company use
its best efforts to cause a registration statement to be filed and declared
effective under the Securities Act with respect to the shares of Common Stock
acquired by the Selling Shareholder in the Acquisition. The Company has agreed
to pay all expenses incurred in connection with the demand registration
statement, except for any and all expenses for a broker or brokers, and for
counsel to the Selling Shareholder, which costs shall be paid by the Selling
Shareholder.
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<PAGE> 7
PLAN OF DISTRIBUTION
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co., Wheat, First Securities,
Inc., The Robinson-Humphrey Company, Inc. or others, in privately negotiated
transactions for the account of J.C. Bradford & Co., Wheat, First Securities,
Inc., The Robinson-Humphrey Company, Inc. or others at prices at or near the
market price or in other privately negotiated transactions. Ordinary brokerage
commissions will be paid in connection with brokerage transactions.
The Company has agreed to pay the expenses of this offering, but the
Selling Shareholder will be responsible for all brokerage commissions and any
other selling commissions and the fees and disbursements of its counsel.
The Company has agreed to indemnify the Selling Shareholder against
certain liabilities in connection with this offering, including liabilities
under the Securities Act.
The Selling Shareholder and any brokers or other persons who
participate in the sale of the Shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions received
by such brokers or other persons, and any profits on the resale of the Shares,
may be deemed to be underwriting commissions or discounts.
EXPERTS
The consolidated financial statements of Regal at December 28, 1995 and
December 29, 1994, and for each of the three years in the period ended December
28, 1995 incorporated by reference herein from the Company's Annual Report on
Form 10-K/A for the year ended December 28, 1995, the supplemental consolidated
financial statements of Regal restated to reflect the combined entities of Regal
and Georgia State Theatres, Inc. at December 28, 1995, and December 29, 1994,
and for each of the three years in the period ended December 28, 1995,
consistent with pooling of interests treatment, from Regal's Current Report on
Form 8-K dated July 1, 1996, the consolidated financial statements of GST at
December 28, 1995 and December 29, 1994, and for each of the three years in the
period ended December 28, 1995, and the combined historical summaries of net
theatre assets acquired and direct theatre operating revenues and expenses of
Krikorian at and for the year ended December 31, 1995, incorporated by reference
herein, have been audited by Coopers & Lybrand L.L.P., independent accountants,
as stated in their reports thereon incorporated by reference herein, and are
incorporated by reference in reliance upon the authority of said firm as experts
in accounting and auditing.
The report of Coopers & Lybrand L.L.P., with respect to Regal's
consolidated financial statements makes reference to the fact that separate
financial statements of Litchfield Theatres, Ltd. reflected in Regal's
Consolidated Statement's of Income, Changes in Shareholders' Equity and Cash
Flows for the year ended December 30, 1993, were audited and reported on
separately by Deloitte & Touche LLP, independent auditors. The report of
Deloitte & Touche LLP, independent auditors, has been incorporated herein by
reference from the Company's Annual Report on Form 10-K/A for the year ended
December 28, 1995 and is incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing. The report of Coopers & Lybrand L.L.P. with respect to Regal's
consolidated financial statements also makes reference to the fact that separate
financial statements of Neighborhood Entertainment, Inc. included in the
Consolidated Balance Sheet as of December 29, 1994 and the Consolidated
Statements of Income, Changes in Shareholder's Equity and Cash Flows for the
years ended December 30, 1993 and December 29, 1994, were audited by Ernst &
Young
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LLP, independent auditors, as stated in their report dated March 21, 1995. Such
financial statements of Neighborhood Entertainment, Inc. are included in the
consolidated financial statements of Regal in reliance upon said report given
upon the authority of said firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of Common Stock offered hereby will be
passed upon for the Company by Bass, Berry & Sims PLC, Nashville, Tennessee.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Copies of such reports, proxy statements and other information
may be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and Seven World Trade Center, New York, New York
10048. Copies of such material may be obtained at the prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Common Stock is quoted for trading on the Nasdaq
National Market and reports, proxy statements and other information concerning
the Company may be inspected at the offices of the Nasdaq National Market, 1435
K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto, certain portions
of which have been omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, including the exhibits
and schedules. The Registration Statement, together with its exhibits and
schedules thereto, may be inspected, without charge, at the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, and also at
the regional offices of the Commission listed above. Copies of such material may
also be obtained from the Commission upon the payment of prescribed fees. The
Commission also maintains a web site that contains reports, proxy statements and
other information regarding registrants, including the Company, that file such
information electronically with the Commission.
Statements contained in the Prospectus as to any contracts, agreements
or other documents filed as an exhibit to the Registration Statement are
qualified in all respects to the copy of such contract, agreement or other
document filed as an exhibit to the Registration Statement for a full statement
of the provisions thereof.
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<PAGE> 9
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Prospectus incorporates documents by reference with respect to
Regal that are not presented herein or delivered herewith. These documents
(excluding exhibits thereto, unless such exhibits are specifically incorporated
by reference into such documents) are available without charge to any person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request to Lewis Frazer III, Chief Financial Officer, Regal
Cinemas, Inc., 7132 Commercial Park Drive, Knoxville, Tennessee 37918, telephone
(423) 922-1123.
The following documents filed by Regal with the Securities Exchange
Commission (File No. 0- 21772) are incorporated by reference into this Proxy
Statement/Prospectus:
1. The Annual Report on Form 10-K for the fiscal year ended December
28, 1995, as amended by Form 10-K/A as filed on April 29, 1996;
2. Current Reports on Form 8-K dated May 1, 1996, May 9, 1996, June 11,
1996 and July 1, 1996, respectively;
3. Reports on Form 10-C filed May 31, 1996 and June 14, 1996; and
4. The Registration Statement on Form 8-A with respect to the Regal
Common Stock dated May 12, 1994, as amended by Form 8-A/A dated June 21, 1994
and Form 8-A/A dated September 12, 1994.
In addition, documents filed by the Company pursuant to Section 13(a),
13(c) or 14 of the Securities Exchange Act of 1934, as amended subsequent to the
date of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date any such document is filed.
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 Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that is also incorporated or deemed
to be incorporated by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Subject to the
foregoing, all information appearing in this Prospectus is qualified in its
entirety by the information appearing in the documents incorporated herein by
reference.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated into the Prospectus by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Lewis Frazer III, Chief Financial Officer, Regal Cinemas, Inc. 7132
Commercial Park Drive, Knoxville, Tennessee 37918, telephone number (423)
923-1123.
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<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC registration fee........................................... $ 5,284
Accounting fees and expense.................................... $35,000
Legal fees and expenses........................................ $35,000
Miscellaneous expenses......................................... $ 4,716
-------
Total................................................. $80,000
=======
</TABLE>
- ------------------
All of the above expenses except the SEC registration fee are
estimated. All of the above expenses will be paid by the Company.
Item 15. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) the director or officer acted in
good faith, (ii) in the case of conduct in his or her official capacity with the
corporation, the director or officer reasonably believed such conduct was in the
corporation's best interest, (iii) in all other cases, the director of officer
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director or officer had no reasonable cause to believe that his or her conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director of officer
was adjudged to be liable to the corporation. In cases where the director or
officer is wholly successful, on the merits or otherwise, in the defense of any
proceeding instigated because of his or her status as an officer or director of
a corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
Article 8 of the Restated Charter (the "Charter") of the Company and
its Amended and Restated Bylaws (the "Bylaws") provide that the Company shall
indemnify against liability, and advance expenses to, any present or former
director or officer of the Company to the fullest extent allowed by the TBCA, as
amended from time to time, or any subsequent law, rule or regulation adopted in
lieu thereof. Additionally, the Charter provides that no director of the Company
shall be personally liable to the Company or any of its shareholders for
monetary damages for breach of any fiduciary duty except for liability arising
from (i) any breach of a director's duty of loyalty to the Company or its
shareholders, (ii) acts or omissions not in good faith or which involved
intentional misconduct or a knowing violation of law, (iii) any unlawful
distributions, or (iv) receiving any improper personal benefit. The Company has
entered into indemnification agreements with each of the Company's directors and
executive officers.
II-1
<PAGE> 11
The Company has agreed to indemnify the Selling Shareholder, and the
Selling Shareholder has agreed to indemnify the Company, for certain
liabilities, including liabilities under the Securities Act pursuant to an
Acquisition Agreement, dated March 25, 1996, by and between the Company, the
Selling Shareholder and affiliates of the Selling Shareholder.
Directors' and officers' liability insurance has also been obtained by
the Company, the effect of which is to indemnify the directors and officers of
the Company against certain damages and expenses because of certain claims made
against them caused by their negligent act, error or omission.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------
<S> <C> <C>
3.1 -- Restated Charter of Registrant (incorporated by reference to Exhibit No. 3.1 to
the Registration Statement on Form S-1 (Registration No. 33-62868)).
3.2 -- Restated Bylaws of Registrant (incorporated by reference to Exhibit No. 3.2 to
the Registration Statement on Form S-1 (Registration No. 33-62868)).
4.1 -- Specimen Common Stock certificate or (incorporated by reference to Exhibit No.
4.1 to the Registration Statement on Form S-1 (Registration No. 33-62868)).
4.2 -- Article 5 of the Registrant's Restated Charter (included in Exhibit 3.1).
5 -- Opinion of Bass, Berry & Sims PLC.
23.1 -- Consents of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Deloitte & Touche LLP.
23.4 -- Consent of Counsel (included in opinion filed as Exhibit 5).
25 -- Power of Attorney (included on page II-4).
</TABLE>
- --------------------
II-2
<PAGE> 12
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities offered hereby, 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 this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings in paragraph (i) and (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 Registration
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; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Exchange Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.
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 provisions described under Item 14 above, 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 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 hereunder, the Registrant
will, unless in the opinion of its counsel the question 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 Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in The City of Knoxville, State of Tennessee, on July 1, 1996.
REGAL CINEMAS, INC.
By: /s/ Michael L. Campbell
-----------------------------------------
Michael L. Campbell
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael L. Campbell and Lewis Frazer III,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
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 dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Michael L. Campbell Chairman of the Board, President, July 1, 1996
- ------------------------------------- Chief Executive Officer and Director
Michael L. Campbell (Principal Executive Officer)
/s/ Lewis Frazer III Vice President and Chief Financial July 1, 1996
- ------------------------------------- Officer and Treasurer (Principal
Lewis Frazer III Financial and Accounting Officer)
/s/ R. Neal Melton Vice President Construction, July 1, 1996
- ------------------------------------- Secretary and Director
R. Neal Melton
/s/ Philip D. Borack Director July 1, 1996
- -------------------------------------
Philip D. Borack
/s/ Michael E. Gellert Director July 1, 1996
- -------------------------------------
Michael E. Gellert
/s/ J. David Grissom Director July 1, 1996
- -------------------------------------
J. David Grissom
/s/ William H. Lomicka Director July 1, 1996
- -------------------------------------
William H. Lomicka
/s/ Herbert S. Sanger, Jr. Director July 1, 1996
- -------------------------------------
Herbert S. Sanger, Jr.
/s/ Jack Tyrrell Director July 1, 1996
- -------------------------------------
Jack Tyrrell
</TABLE>
II-4
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C> <C>
3.1 -- Restated Charter of Registrant (incorporated by
reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 (Registration No. 33-62868)).
3.2 -- Restated Bylaws of Registrant (incorporated by
reference to Exhibit No. 3.2 to the Registration
Statement on Form S-1 (Registration No. 33-62868)).
4.1 -- Specimen Common Stock certificate or (incorporated
by reference to Exhibit No. 4.1 to the Registration
Statement on Form S-1 (Registration No. 33-62868)).
4.2 -- Article 5 of the Registrant's Restated Charter
(included in Exhibit 3.1).
5 -- Opinion of Bass, Berry & Sims PLC.
23.1 -- Consents of Coopers & Lybrand L.L.P.
23.2 -- Consent of Ernst & Young LLP.
23.3 -- Consent of Deloitte & Touche LLP.
23.4 -- Consent of Counsel (included in opinion filed as
Exhibit 5).
25 -- Power of Attorney (included on page II-4).
</TABLE>
<PAGE> 1
July 2, 1996 Exhibit 5
Regal Cinemas, Inc.
7132 Commercial Park Drive
Knoxville, Tennessee 37918
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
registration statement on Form S-3 (the "Registration Statement") filed by you
with the Securities and Exchange Commission on July 2, 1996, covering 345,293
shares of no par value common stock (the "Common Stock") of Regal Cinemas, Inc.
(the"Company") to be sold by a shareholder of the Company (the "Selling
Shareholder").
In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be sold by
the Selling Shareholder are validly issued, fully paid and nonassessable.
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1(a)
We consent to the incorporation by reference in this registration statement of
Regal Cinemas, Inc. on Form S-3 of our report dated February 8, 1996, on our
audits of the consolidated financial statements of Regal Cinemas, Inc. as of
December 29, 1994 and December 28, 1995, and for each of the three years in the
period ended December 28, 1995, included in the annual Report on Form 10-K/A;
our report dated February 8, 1996, except for the combination described in Note
1, as to which the date is May 30, 1996, and the two transactions described in
Note 14, as to which the dates are May 31, 1996 and June 6, 1996, respectively,
on our audits of the supplemental consolidated financial statements of Regal
Cinemas, Inc., included in the Current Report on Form 8-K of Regal Cinemas,
Inc., dated July 1, 1996. We also consent to the reference to our firm under the
captions "Selected Financial Data" and "Experts."
COOPERS & LYBRAND L.L.P.
Knoxville, Tennessee
July 1, 1996
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1(b)
We consent to the incorporation by reference in this registration statement of
Regal Cinemas, Inc. on Form S-3 of our report dated February 23, 1996, on our
audits of the consolidated financial statements of Georgia State Theatres, Inc.
and Subsidiary as of December 29, 1994 and December 28, 1995, and for each of
the three years in the period ended December 28, 1995, which report is included
in the Current Report on Form 8-K of Regal Cinemas, Inc., dated May 1, 1996. We
also consent to the reference to our firm under the captions "Selected Financial
Data" and "Experts."
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
July 1, 1996
<PAGE> 3
CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23.1(c)
We consent to the incorporation by reference in the registration statement of
Regal Cinemas, Inc. on Form S-3 of our report dated March 8, 1996, on our audits
of the combined Historical Summary of Net Theatre Assets to be Acquired by Regal
Cinemas, Inc. from Krikorian Theatres as of December 31, 1995, and the related
combined Historical Summary of Direct Theatre Operating Revenues and Expenses
for the year then ended, which report is included in the Current Report on Form
8-K of Regal Cinemas, Inc. dated May 1, 1996. We also consent to the reference
to our firm under the captions "Selected Financial Data" and "Experts."
COOPERS & LYBRAND L.L.P.
Los Angeles, California
July 1, 1996
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.2
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-3) and related Prospectus of Regal Cinemas, Inc.
for the registration of 345,293 shares of its common stock and to the
incorporation by reference therein of our report dated March 21, 1995 (with
respect to the financial statements of Neighborhood Entertainment, Inc. not
separately presented), included in the Annual Report (Form 10-K/A) of Regal
Cinemas, Inc. for the year ended December 28, 1995, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
June 28, 1996
<PAGE> 1
INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.3
We consent to the incorporation by reference in this Registration Statement of
Regal Cinemas, Inc. on Form S-3 of our report dated March 22, 1994 on the
financial statements of Litchfield Theatres, Ltd. for the year ended December
31, 1993, appearing in the Annual Report of Regal Cinemas, Inc., on Form 10-K
for the year ended December 28, 1995 and to the reference to Deloitte & Touche
LLP under the heading "Experts" in the prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Columbia, South Carolina
July 1, 1996
