<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LANDRY'S SEAFOOD RESTAURANTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1400 POST OAK BOULEVARD 76-0405386
(STATE OF INCORPORATION) SUITE 1010 (I.R.S. EMPLOYER
HOUSTON, TEXAS 77056 IDENTIFICATION NUMBER)
713/850-1010
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
TILMAN J. FERTITTA
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LANDRY'S SEAFOOD RESTAURANTS, INC.
1400 POST OAK BOULEVARD, SUITE 1010
HOUSTON, TEXAS 77056
713/850-1010
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES OF ALL COMMUNICATIONS TO:
ARTHUR S. BERNER, ESQ. STEVEN L. SCHEINTHAL, ESQ. THOMAS P. MASON, ESQ.
WINSTEAD SECHREST & MINICK GENERAL COUNSEL ANDREWS & KURTH L.L.P.
P.C.
LANDRY'S SEAFOOD RESTAURANTS, INC. 4200 TEXAS COMMERCE
910 TRAVIS, SUITE 1700 1400 POST OAK BOULEVARD, TOWER
HOUSTON, TEXAS 77002 SUITE 1010 HOUSTON, TEXAS 77002
713/650-2729 HOUSTON, TEXAS 77056 713/220-4200
713/850-1010
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 any of 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, as amended, check the following box. [_]
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. [X] 333-4234
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 for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value.................. 690,000 shares $22.75 $15,697,500 $5,412.93
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(1) Amount represents an increase in the offering size from 5,175,000 shares
to 5,865,000 of which 5,175,000 shares were previously registered.
(2) Estimated, pursuant to Rule 457.
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, AS AMENDED, OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Registration No. 333-4234) filed by Landry's Seafood Restaurants,
Inc. (the "Company") with the Securities and Exchange Commission on April 30,
1996, as amended by Amendment No. 1 thereto filed on May 16, 1996, and
Amendment No. 2 thereto filed on May 24, 1996 which was declared effective on
May 29, 1996, are incorporated herein by reference.
<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-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 29TH DAY OF MAY,
1996.
Landry's Seafood Restaurants, Inc.
/s/ Tilman J. Fertitta
By:__________________________________
Tilman J. Fertitta,
Chairman of the Board/President
and Chief Executive Officer
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
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<S> <C> <C>
/s/ Tilman J. Fertitta Chairman, President and May 29, 1996
____________________________________ Chief Executive Officer and
Tilman J. Fertitta Director (Principal
Executive Officer)
* Paul S. West Vice President, Principal May 29, 1996
____________________________________ Financial Officer,
Paul S. West Principal Accounting
Officer and Director
* E.A. Jaksa, Jr. Executive Vice President and May 29, 1996
____________________________________ Director
E.A. Jaksa, Jr.
* Steven L. Scheinthal Vice President, May 29, 1996
____________________________________ Administration, Secretary,
Steven L. Scheinthal General Counsel and
Director
* James E. Masucci Director May 29, 1996
____________________________________
James E. Masucci
* Joe Max Taylor Director May 29, 1996
____________________________________
Joe Max Taylor
/s/ Tilman J. Fertitta May 29, 1996
____________________________________
Tilman J. Fertitta
*Attorney-in-Fact
</TABLE>
II-5
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<C> <S>
1.1* --Form of Underwriting Agreement.
--Certificate of Registrant as to payment of additional registration
1.2 fee.
5.1 --Opinion of Winstead Sechrict & Minick P.C.
--Consent of Winstead Sechrict & Minick P.C. (included in Exhibit
23.1 5.1).
23.2 --Consent of Arthur Andersen LLP
23.3 --Consent of Grant Thornton LLP
24.1* --Power of Attorney.
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-3, as amended (Registration No. 333-4234).
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EXHIBIT 1.2
CERTIFICATE OF
LANDRY'S SEAFOOD RESTAURANTS, INC.
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Landry's Seafood Restaurants, Inc. (the "Registrant") hereby certifies to
the Securities and Exchange Commission that on May 29, 1996:
(i) The Registrant has instructed its bank to wire transfer to the
Securities and Exchange Commission the requisite filing fee of $5,412.93 in
connection with its Registration Statement pursuant to Rule 462(b) filed on
May 29, 1996;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which the
wire transfer will originate to cover the amount of the filing fee.
The Registrant hereby undertakes to confirm on May 30, 1996 that its bank
has received such instructions.
LANDRY'S SEAFOOD RESTAURANTS, INC.
By: [Signature of Doug Couvilion
appears here]
Doug Couvillion
<PAGE>
Exhibit 5
(713) 650-2729
May 29, 1996
Board of Directors
Landry's Seafood Restaurants, Inc.
1400 Post Oak Boulevard
Suite 1010
Houston, Texas 77056
Gentlemen:
You have requested our opinion as to the legality of the issuance of the
4,425,000 shares (the "Company Shares") of the Common Stock ($.01 par value) of
Landry's Seafood Restaurants, Inc. (the "Company") which are the subject of a
Registration Statement on Form S-3, (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission ("SEC") pursuant to the
Securities Act of 1993, as amended. You have also asked us to render an
opinion concerning 675,000 shares (the "Selling Stockholders' Shares") to be
sold by certain Selling Stockholders (the "Selling Stockholders") pursuant to
the Registration Statement (Collectively, the Company Shares and the Selling
Stockholders' Shares are herein called the "Shares"). You have also requested
our opinion as to whether the Shares, either issued or to be issued are, or will
be, fully-paid and non-assessable.
We have examined the Certificate of Incorporation of the Company, the Bylaws
and such other corporate records, documents and proceedings (including the
proposed Underwriting Agreement and the resolutions adopted by the Board of
Directors of the Company in connection with the issuance, sale and delivery of
the Shares) as we have deemed necessary for the purposes of this opinion.
On the basis of the foregoing, it is our opinion that the 4,425,000 Company
Shares to be issued and sold by the Company and the 675,000 Selling
Stockholders' Shares which will be sold pursuant to the Registration Statement
have been duly and validly authorized by all necessary corporate action of the
Company and, insofar as the Company Shares, subject to payment therefor pursuant
to the Underwriting Agreement relating to such Company Shares and insofar as the
Selling Stockholders' Shares which have previously been issued, and the Selling
Stockholders' Shares to be issued upon exercise of options and payment therefor
pursuant to the Company's stock option plans in accordance with such stock
option plans, each of such Shares are, or will be, duly and validly issued,
fully-paid and non-assessable shares of Common Stock of the Company.
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Board of Directors
May 29, 1996
Page 2
We know that we are named in the Registration Statement and we hereby consent
to the use of our name in the Registration Statement and to the filing of this
opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
Arthur S. Berner
ASB:blg
Enclosures
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
May 29, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have issued our report dated March 8, 1996, accompanying the consolidated
financial statements of Bayport Restaurant Group, Inc. and Subsidiaries
included in the Annual Report on Form 10-K for the years ended December 25,
1995, December 26, 1994 and December 27, 1993, which are incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report and to
the use of our name as it appears under the caption "Experts."
GRANT THORNTON LLP
Miami, Florida
May 29, 1996
