<PAGE> 1
As Filed With the Securities and Exchange Commission
on October 2, 1996
Registration No. 333-
................................................................................
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
7132 COMMERCIAL PARK DRIVE
KNOXVILLE, TENNESSEE 37918
(Address of Principal Executive Offices) (Zip Code)
1993 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
HERBERT S. SANGER, JR.
1801 PLAZA TOWER
KNOXVILLE, TENNESSEE 37929
(Name and address of agent for service)
(423) 525-4600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to Proposed maximum Proposed maximum
be registered Amount to be registered offering price per share aggregate offering price Amount of registration fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock (1) 1,517,251 shares $12.36 $18,748,603.53 $5,681.40
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock 1,070,249 shares (2) $23.69 (3) $25,354,198.81 (3) $7,683.09
- ------------------------------------------------------------------------------------------------------------------------------------
Total 2,587,500 shares $44,102,802.34 $13,364.49
====================================================================================================================================
</TABLE>
(1) Represents 644,626 shares reserved for issuance at $9.78 per share,
33,750 shares reserved for issuance at $10.07 per share, 497,250 shares
reserved for issuance at $12.33 per share, 311,625 shares reserved for
issuance at $17.05 per share, and 30,000 shares reserved for issuance
at $22.00 per share under the Company's 1993 Employee Stock Incentive
Plan.
(2) Represents shares reserved for issuance pursuant to grants under the
Company's 1993 Employee Stock Incentive Plan.
(3) Estimated solely for the purpose of determining the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of
1933, as amended.
<PAGE> 2
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock, no
par value, of Regal Cinemas, Inc., a Tennessee corporation (the "Registrant"),
for the Registrant's 1993 Employee Stock Incentive Plan, as amended.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
The Registration Statement on Form S-8 (Registration No. 33-74634)
previously filed by the Registrant with the Securities and Exchange Commission
on January 31, 1994, is hereby incorporated by reference herein.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
----------------------- ----------------------------------------------------------------------
<S> <C>
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 Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on pages II-3 and II-4)
</TABLE>
II-2
<PAGE> 3
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 Knoxville, State of Tennessee, on this 30th day of
September, 1996.
REGAL CINEMAS, INC.
By:/s/ Michael L. Campbell
--------------------------------------
Michael L. Campbell
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Michael L. Campbell and Lewis Frazer III,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
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, September 30, 1996
- -------------------------------------------- President, Chief Executive
Michael L. Campbell Officer and Director
(Principal Executive
Officer)
/s/ Lewis Frazer III Chief Financial Officer and September 30, 1996
- -------------------------------------------- Treasurer (Principal
Lewis Frazer III Financial and Accounting
Officer)
/s/ R. Neal Melton Vice President Construction- September 30, 1996
- -------------------------------------------- Equipment, Secretary and
R. Neal Melton Director
/s/ Philip D. Borack Director September 30, 1996
- --------------------------------------------
Philip D. Borack
</TABLE>
II-3
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Michael E. Gellert Director September 30, 1996
- --------------------------------------------
Michael E. Gellert
/s/ J. David Grissom Director September 30, 1996
- --------------------------------------------
J. David Grissom
/s/ William H. Lomicka Director September 30, 1996
- --------------------------------------------
William H. Lomicka
/s/ Herbert S. Sanger, Jr. Director September 30, 1996
- --------------------------------------------
Herbert S. Sanger, Jr.
/s/ Jack Tyrrell Director September 30, 1996
- --------------------------------------------
Jack Tyrrell
</TABLE>
II-4
<PAGE> 5
EXHIBIT INDEX
Exhibit Description
Number
- ------------------- ------------------------------------------------
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 Bass, Berry & Sims PLC (included in
Exhibit 5)
24 Power of Attorney (included on pages II-2 and II-3)
<PAGE> 1
EXHIBIT 5
[BASS, BERRY & SIMS PLC LETTERHEAD]
October 2, 1996
Regal Cinemas, Inc.
7132 Commercial Park Drive
Knoxville, TN 37918
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1993 Employee Stock Incentive Plan (the "Plan") filed by you with the Securities
and Exchange Commission covering 2,587,500 shares (the "Shares") of common
stock, no par value, issuable pursuant to the Plan.
In so acting 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, we are of the opinion that any issued Shares
are, and any unissued Shares, when issued pursuant to and in accordance with the
Plan, will be validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
<PAGE> 1
EXHIBIT 23.1
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Regal Cinemas, Inc. on Form S-8 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 Regal Cinemas, Inc. Annual
Report on Form 10-K/A for the fiscal year ended December 28, 1995. We also
consent to the incorporation by reference in this Registration Statement on Form
S-8 of 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. 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 Current Report on Form 8-K of Regal Cinemas, Inc., dated July 1, 1996.
/s/ Coopers & Lybrand L.L.P.
Knoxville, Tennessee
September 27, 1996
<PAGE> 3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Regal Cinemas, Inc. on Form S-8 of our report dated February 23, 1996, on our
audit of the consolidated financial statements of Georgia State Theatres, 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 Current Report on Form
8-K of Regal Cinemas, Inc., dated July 1, 1996.
/s/ Coopers & Lybrand L.L.P.
Atlanta, Georgia
September 27, 1996
<PAGE> 4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Regal Cinemas, Inc. on Form S-8 of our report dated March 8, 1996, on our audit
of the combined historical summaries of net theatre assets acquired by Regal
Cinemas, Inc. from Krikorian Theatres and the combined direct theatre operating
revenues and expenses as of and for the year ended December 31, 1995, included
in the Current Report on Form 8-K of Regal Cinemas, Inc., dated May 1, 1996.
/s/ Coopers & Lybrand L.L.P.
Los Angeles, California
October 2, 1996
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to Regal Cinemas, Inc. 1993 Employee Stock Incentive Plan of
our report dated March 21, 1995 (with respect to the financial statements of
Neighborhood Entertainment, Inc. not separately presented), appearing in the
Current Report on Form 8-K dated July 2, 1996 of Regal Cinemas, Inc. filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
September 27, 1996
<PAGE> 1
EXHIBIT 23.3
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to Regal Cinemas, Inc. 1993 Employee Stock Incentive Plan
of our report dated March 22, 1994 (with respect to the financial statements of
Litchfield Theatres, Ltd. for the year ended December 31, 1993 which are not
separately presented), appearing in the Current Report on Form 8-K dated July
2, 1996, of Regal Cinemas, Inc. filed with the Securities and Exchange
Commission.
/s/ Deloitte & Touche LLP
Columbia, South Carolina
October 1, 1996
