<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
LANDRY'S SEAFOOD RESTAURANTS, INC.
(EXACT NAME OF REGISTRANT AS SPEIFIIED 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)
--------------------
COPIES OF ALL COMMUNICATIONS TO:
ARTHUR S. BERNER, ESQ. STEVEN L. SCHEINTHAL, ESQ.
WINSTEAD SECHREST & MINICK P.C. GENERAL COUNSEL
910 TRAVIS, SUITE 1700 LANDRY'S SEAFOOD RESTAURANTS, INC.
HOUSTON, TEXAS 77002 1400 POST OAK BOULEVARD,
713/650-2729 SUITE 1010
HOUSTON, TEXAS 77056
713/850-1010
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
conversion of the preferred stock convertible into the securities offered
hereby, or upon exercise of warrants or options pursuant to which the securities
offered hereby are issuable, in each case at the option of the holders of such
preferred stock, warrants or options, 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 (the "Securities Act") other than securities offered only in
connection with dividends 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 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
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 698,333 shares $21.81 $15,230,642.73 $5,251.94
=============================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act, this registration statement
also covers an indeterminate number of shares as may be required to cover
possible adjustments by reason of any stock split, stock dividend, or
similar transaction.
(2) Estimated, pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee on the basis of the average high and low price reported
for the Common Stock on the Nasdaq National Market on July 16, 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, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
<PAGE>
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ Information contained herein is subject to completion or amendment. A +
+ registration statement relating to these securities has been filed with +
+ the Securities and Exchange Commission. These securities may not be sold +
+ nor may offers to buy be accepted prior to the time the registration +
+ statement becomes effective. This prospectus shall not constitute an +
+ offer to sell or the solicitation of an offer to buy nor shall there be +
+ any sale of these securities in any state in which such offer, +
+ solicitation or sale would be unlawful prior to registration or +
+ qualification under the securities laws of any such state. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 19, 1996
PROSPECTUS
- ----------
698,333 SHARES
LANDRY'S SEAFOOD RESTAURANTS, INC.
COMMON STOCK
Landry's Seafood Restaurants, Inc. (the "Company") is offering hereby shares
of its common stock, $0.01 par value per share (the "Common Stock"), issuable
upon conversion into Common Stock of the Company's convertible preferred stock,
$0.01 par value per share (the "Preferred Stock"), shares of Common Stock
issuable upon exercise of warrants (the "Bayport Warrants") of Bayport
Restaurant Group, Inc. ("Bayport") to purchase shares of Common Stock and shares
of Common Stock issuable upon the exercise of stock options (the "Bayport Stock
Options"). See "Recent Developments." The Common Stock is traded on the Nasdaq
National Market under the symbol "LDRY". On July 16, 1996, the last sale price
of the Common Stock as reported by the Nasdaq National Market was $21.75 per
share.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK
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.
------------------------
The date of this Prospectus is July ___, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The reports and other information filed by the
Company with the Commission can be inspected and copied at the Public Reference
Facilities maintained by the Commission, Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission, 14th Floor, Seven World Trade Center, New York, New York 10048
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Commission upon payment of the charges
prescribed by the Commission. The Company's Common Stock is traded on the Nasdaq
National Market. The foregoing material also should be available for inspection
at the National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission, a Registration Statement on Form S-
3 (the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits and
schedules thereto. For further information with respect to the Company and the
Common Stock, reference is made to the Registration Statement and the exhibits
and schedules filed as a part thereof. Statements made in this Prospectus as to
the contents of any contract or any other document referred to are not
necessarily complete, and, in each instance, reference is made to the copy of
such contract or documents filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference to such
exhibit. The Registration Statement, including exhibits and schedules thereto,
may be inspected without charge at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at 14th Floor,
Seven World Trade Center, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60621. Copies of the Registration Statement and
the exhibits and schedules thereto may be obtained from the Commission at such
offices upon payment of the charges prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission under the
Exchange Act, are incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1995.
(b) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on July 21, 1993.
(c) The Company's current report on Form 8-K dated April 24, 1996.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
(e) The Company's current report on Form 8-K dated May 16, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the shares offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. 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 which
also is or is 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.
2
<PAGE>
The Company will provide without charge to each person to whom this Prospectus
is delivered, on the written or oral request of any such person, a copy of any
or all of the documents incorporated herein by reference (other than exhibits to
such documents which are not specifically incorporated by reference in such
documents). Written request for such copies should be directed to Mr. Steven L.
Scheinthal, Vice President-Administration and Secretary, 1400 Post Oak Blvd.,
Houston, Texas 77056, telephone number (713) 850-1010.
RISK FACTORS
In addition to the other information contained in this Prospectus and
incorporated herein by reference, prospective investors should carefully
consider the following factors in evaluating an investment in the shares of
Common Stock offered by this Prospectus.
GROWTH
The Company has pursued an accelerated expansion strategy since 1990. On April
18, 1996, the Company entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which a wholly-owned subsidiary of the Company would
merge with and into Bayport, resulting in Bayport becoming a wholly-owned
subsidiary of the Company (the "Merger"). On July 31, 1996, the Company
consummated the Merger and acquired Bayport. The Company will continue to
consider other possible strategic acquisitions. As of the beginning of 1995, the
Company planned to open approximately 26 restaurants during 1995 and 1996. As of
April 16, 1996, all of such restaurants had been opened. The Company's current
development plan is to be operating approximately 75 restaurants by December 31,
1997 (excluding restaurants acquired pursuant to the Merger). There can be no
assurance that the new and acquired restaurants will perform in accordance with
management's expectations, or that the Company will not encounter unanticipated
problems or liabilities in connection with the new restaurants. Many of its new
restaurants will be in geographic markets in which the Company has limited or no
previous operating experience. There can be no assurance that the Company will
be successful in opening the number of restaurants anticipated in a timely
manner, or that, if opened, those restaurants will be operated profitably.
Further, there can be no assurance that the Bayport restaurants and other
operations acquired by the Company pursuant to the Merger can be operated
profitably by the Company.
The Company's ability to expand the number of its restaurants will depend upon
a number of factors, including the selection and availability of suitable
restaurant sites, the negotiation of acceptable lease or purchase terms, the
securing of required governmental permits and approvals, the adequate
supervision of construction, the hiring, training, and retaining of skilled
management and other personnel, the availability of adequate financing, general
economic conditions, and other factors, many of which are beyond the control of
the Company. The Company's approach to opening new restaurants has been to
control its required investment by developing its own in-house construction and
development capabilities as general contractor and to lease a substantial number
of its restaurant sites. The Company currently anticipates that it will continue
to purchase in fee a number of its new restaurant locations, which are expected
to be more costly than leased locations. In view of its planned growth,
increased competition for sites and inherent uncertainties of construction
costs, there can be no assurance that the Company's required net investment for
leased or fee owned units will not be higher in the future.
Since 1989, the Company has experienced rapid growth in revenues, restaurant
level profit, and net income. In view of its limited operating history, the
Company remains vulnerable to a variety of business risks generally associated
with young, rapidly growing companies. Failure to continue to upgrade operating
and financial controls and systems or unexpected difficulties encountered during
expansion could adversely affect the Company's business, financial condition,
and results of operation. Although the Company believes that its systems and
controls are adequate to address its current needs, there can be no assurance
that such systems and controls will be adequate to sustain future growth.
3
<PAGE>
RISKS ASSOCIATED WITH THE MERGER
Uncertainty as to Future Financial Results. The Company believes that the
Merger will offer opportunities for long-term efficiencies in operations that
should positively affect future operating results of the combined operations of
the Company and Bayport. However, the combined companies will be more complex
and diverse than the Company individually, and the combination and continued
operation of their distinct business operations will present difficult
challenges for the Company's management due to the increased time and resources
required in the management effort. While management and the Board of Directors
of the Company believe that the combination can be effected in a manner which
will realize the value of the two companies, management has no experience in
combinations of this size.
Following the Merger, in order to maintain and increase profitability, the
combined companies will need to successfully integrate and streamline
overlapping functions. The Company and Bayport have different systems and
procedures in many operational areas which must be rationalized and integrated.
There can be no assurance that integration will be successfully accomplished.
The difficulties of such integration may be increased by the necessity of
coordinating geographically separate organizations. The integration of certain
operations following the Merger will require the dedication of management
resources which may temporarily distract attention from the day-to-day business
of the combined companies. Failure to effectively accomplish the integration of
the two companies' operations could have an adverse effect on the Company's
results of operations and financial condition.
Merger Expenses. Transaction costs relating to the negotiation of, preparation
for, and consummation of the Merger and the anticipated combination of certain
operations of the Company and Bayport are expected to result in a one-time
charge to the Company's earnings. Although it will not be feasible to determine
the actual amount of the charge until the operational and transaction plans are
completed, management of the Company believes that the charge will be between
$8.0 million and $10.0 million before taxes, although such amount may be
increased by unanticipated additional costs or expenses incurred in connection
with, or caused by, the Merger. This charge, the actual amount of which will be
based, in part, on future developments arising from the change of control of
Bayport, is expected to include the estimated costs associated with workforce
reductions, contractual payment obligations and other restructuring activities,
fees and expenses payable to financial advisors, legal fees and other
transaction expenses related to the Merger. While the exact timing of this
charge cannot be determined at this time, management of the Company anticipates
that this charge to earnings will be recorded primarily in the quarter in which
the Merger is consummated (expected to be the third quarter of 1996). In
addition, there can be no assurance that the Company will not incur additional
charges in subsequent quarters to reflect costs associated with the Merger and
the integration of the Company's and Bayport's operations.
Dilution. Pursuant to the Merger, the Company has become obligated to issue
additional shares of Common Stock following the Merger upon conversion of the
Preferred Stock as well as upon exercise of Bayport Options and Bayport
Warrants. The Company would be obligated to issue approximately 698,333
additional shares of Common Stock upon the conversion of Preferred Stock
issuable in the Merger and upon exercise of Bayport Options and Bayport
Warrants. This aggregate amount of shares of Common Stock issuable in connection
with the Preferred Stock, the Bayport Warrants, and the Bayport Options would
represent approximately 2.8% of the number of shares of Common Stock outstanding
immediately after the Merger (and prior to any exercise of the Bayport Options
or Bayport Warrants and any conversion of the Preferred Stock).
Shares Eligible for Public Sale. Sales of substantial amounts of Common Stock
in the public market after the consummation of the Merger could adversely affect
prevailing market prices. The 2,041,383 shares of Common Stock issued in the
Merger in exchange for Bayport's common stock are eligible for immediate sale in
the public market, subject to certain limitations under the Securities Act,
applicable to affiliates of Bayport. In addition, approximately 444,470 shares
of Common Stock issuable upon the exercise of Bayport Options, 145,574 shares of
Common Stock issuable upon exercise of Bayport Warrants and 108,289 shares of
Common Stock issuable upon conversion of the Preferred Stock are eligible for
immediate resale pursuant to this Registration Statement, subject to certain
limitations under the Securities Act applicable to affiliates of Bayport.
4
<PAGE>
LIMITED OPERATING HISTORY
A significant number of the Company's restaurants have been open for less than
two years. Consequently, the earnings achieved to date by such restaurants may
not be indicative of future operating results.
GEOGRAPHIC CONCENTRATION
Of the Company's existing and planned restaurants, including the Bayport
restaurants, a majority are concentrated in the southern half of the United
States. Giving effect to the Merger, as of April 16, 1996, 39 restaurants would
have been located in Texas and Florida. Accordingly, the Company's results of
operations may be adversely affected by economic conditions in those regions and
other geographic areas into which the Company may expand. Also, given the
Company's present geographic concentration, adverse publicity relating to the
Company's restaurants could have a more pronounced adverse effect on the
Company's overall sales than might be the case if the Company's restaurants were
more broadly dispersed. In addition, in view of the location of many of the
Company's existing and planned restaurants in the Gulf Coast area from Texas to
Florida, the Company is particularly susceptible to damage caused by hurricanes
or other severe weather conditions. While the Company maintains business
interruption insurance, there can be no assurance that if a severe hurricane or
other natural disaster should affect the Company's geographical areas of
operations, the Company would be able to maintain its current level of
operations or profitability.
SEAFOOD SUPPLY AND QUALITY
In the recent past, certain types of seafood have experienced fluctuations in
supply availability. The Company has in the past utilized several seafood
suppliers and has not experienced any difficulty in obtaining adequate supplies
of fresh seafood on a timely basis. In addition, some types of seafood have been
subject to adverse publicity due to certain levels of contamination at their
source, which can adversely affect both supply and market demand. The Company
maintains an in-house inspection program for its seafood purchases and in the
past has not experienced any detriment from contaminated seafood. However, the
Company can make no assurances that in the future either seafood contamination
or inadequate supplies of seafood might not have a significant and materially
adverse effect on the Company's operations and profitability.
CHANGES IN FOOD AND OTHER COSTS
The Company's profitability is dependent on its ability to anticipate and
react to increases in food, labor, employee benefits, and similar costs over
which the Company has limited or no control. Specifically, the Company's
dependence on frequent deliveries of fresh seafood and produce subjects it to
the risk of possible shortages or interruptions in supply caused by adverse
weather or other conditions which could adversely affect the availability and
cost of such items. The Company's business may also be affected by inflation. In
the past, management has been able to anticipate and avoid any adverse effect on
the Company's profitability from increasing costs through its purchasing
practices and menu price adjustments, but there can be no assurance that it will
be able to do so in the future.
RESTAURANT INDUSTRY AND COMPETITION
The restaurant industry is affected by changes in consumer tastes and by
national, regional, and local economic conditions and demographic trends. The
performance of individual restaurants may be affected by factors such as traffic
patterns, demographic considerations, and the type, number, and location of
competing restaurants. The restaurant industry is intensely competitive based on
the type and quality of food offered, location, and other factors. The Company
has many well established competitors with substantially greater financial
resources and longer histories of operation than the Company, including
competitors already established in regions into which the Company is planning to
expand, as well as competitors planning to expand in the same regions. The
Company faces
5
<PAGE>
competition from mid-priced, full-service, casual dining restaurants offering
seafood and other types and varieties of cuisine. The Company's competitors
include national, regional, and local chains as well as local owner-operated
restaurants. The Company also competes with other restaurants and retail
establishments for sites.
DEPENDENCE ON CHIEF EXECUTIVE OFFICER AND OTHER EMPLOYEES
The Company believes that the development of its business has been, and will
continue to be, dependent on Tilman J. Fertitta, the Chief Executive Officer,
President, and Chairman of the Board of the Company, and other key executive
employees. The loss of Mr. Fertitta's services could have a material adverse
effect upon the Company's business and development, and there can be no
assurance that an adequate replacement could be found for Mr. Fertitta in the
event of his unavailability. Mr. Fertitta has entered into an Employment
Agreement with the Company expiring December 31, 1996, subject to renewal. The
Company's continued growth will also depend on its ability to attract and retain
additional skilled management personnel.
CONTROL BY MANAGEMENT AND PRINCIPAL STOCKHOLDER
Following consummation of the Merger, but prior to any exercise of Bayport
Options or Warrants or conversion of Preferred Stock, Mr. Fertitta, the
principal stockholder of the Company, beneficially owned, in the aggregate,
approximately 14.6% of the outstanding Common Stock. As a result he may have
significant ability to influence the election of the Board of Directors of the
Company and the direction of the affairs of the Company.
GOVERNMENT REGULATION
The restaurant industry is subject to extensive state and local government
regulation relating to the sale of food and alcoholic beverages and to
sanitation, public health, fire and building codes. Termination of the liquor
license for any restaurant would adversely affect the revenues of that
restaurant. Restaurant operating costs are also affected by other government
actions that are beyond the Company's control, including workers' compensation
insurance rates, unemployment and other taxes, and increases in the minimum
hourly wage requirements. These and other initiatives could adversely affect the
Company as well as the restaurant industry in general. Difficulties or failures
in obtaining required licensing or other regulatory approvals could delay or
prevent the opening of a new restaurant. Although seafood is not currently
subject to a comprehensive nationwide program of inspection by the Food and Drug
Administration (''FDA''), the FDA has in the past proposed such a program for
inspection of seafood suppliers and processors, but not retail sellers such as
restaurants. If such a program were to be implemented, the Company's seafood
costs could increase due to the increased expense to seafood suppliers and
processors in complying with such a program. The suspension of, or inability to
renew, a license could interrupt operations at an existing restaurant, and the
inability to retain or renew such licenses would adversely affect the operations
of such restaurant.
TAX LIABILITIES
The State of Texas currently imposes a franchise tax on each corporation that
is organized or does business in the State of Texas at a rate, in general, of
4.5% of such entity's reported federal taxable income. A portion of the
Company's revenues are utilized to pay licensing and management fees to certain
of the Company's subsidiaries. The income received by certain of these
subsidiaries is not subject to Texas franchise tax under current state law.
However, there can be no assurance that the State of Texas might not attempt to
enact legislation or assert positions which would attempt to assess additional
franchise tax payments on the Company's operations. In the event of any
assessment, the Company's income and results of operations could be affected up
to the amount of the tax and related penalties and interest, if any, imposed.
6
<PAGE>
WORKERS' COMPENSATION
Like a large number of companies operating in Texas, including many restaurant
companies, the Company does not subscribe to the workers' compensation insurance
program in Texas. As such, the Company's employees have the right to sue the
Company for negligence, and the Company may not assert contributory negligence
and certain other defenses. In addition, employees might be able to recover
compensatory and punitive damages in such actions that would not be available to
them if the Company subscribed to the workers' compensation insurance program in
Texas. However, the Company maintains excess employer's occupational injury
insurance to cover large losses. Prior to 1989, the Company subscribed to the
workers' compensation insurance program. Since 1989, the Company has had a
limited number of lawsuits by employees in connection with workers' compensation
claims and the results of such lawsuits, individually and collectively, have not
had a material adverse effect upon the Company's results of operations.
STOCK PRICE VOLATILITY
The Common Stock has been traded on the Nasdaq National Market since the
Initial Public Offering, and the market price of the Common Stock has risen
substantially since such time. In the future, the market price of the Common
Stock could fluctuate substantially due to a variety of factors, including
quarterly operating results of the Company or other restaurant companies,
changes in general conditions in the economy, the financial markets or the
restaurant industry, natural disasters, or other developments affecting the
Company or its competitors. 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 the operating performance of these companies.
RISKS ASSOCIATED WITH FORWARD LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act, and Section 21E of the Exchange Act, which
are intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
accelerated expansion strategy (including the consummation of the Merger),
changes in costs of food, labor, and employee benefits, the ability of the
Company to continue to acquire prime locations at acceptable lease or purchase
terms, as well as general market conditions, competition, and pricing. Although
the Company believes that the assumptions underlying the forward-looking
statements contained herein are reasonable, any of the assumptions could be
inaccurate, and therefore, there can be no assurance that the forward-looking
statements included in this Prospectus will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
THE COMPANY
The Company operates full-service, mid-priced, casual dining seafood
restaurants in 16 states, primarily under the names "Landry's Seafood
House/(R)/," "Willie G's/(R)/" and "Joe's Crab Shack/sm/." Management
believes that the Company's restaurants appeal to a broad range of customers by
offering generous portions of fresh seafood and excellent service in a high
energy environment at an attractive price-value relationship.
The Company's restaurants feature a wide variety of broiled, grilled and fried
seafood items including red snapper, shrimp, crawfish, lump crabmeat, lobster,
soft shell crabs, oysters, scallops, flounder, and other traditional seafood
items, many with a choice of the Company's signature toppings. The restaurants
are generally open for lunch and dinner and offer full liquor service. Sales of
alcoholic beverages accounted for approximately 17% of the Company's revenues in
1995. The "Landry's Seafood House" restaurants feature a prototype look that
is readily
7
<PAGE>
identified by a large theater-style marquee over the entrance and by a
distinctive brick and wood facade creating the feeling of a traditional old
seafood house restaurant. The Company's restaurants average approximately 9,100
square feet in size. All of the Company's restaurants operate with very similar
philosophies, management policies and practices, training and control practices,
purchasing, and menu selections. Management believes the Company's restaurants
enjoy a high level of repeat business and customer loyalty due to high food
quality, comfortable atmosphere, and friendly, efficient service.
For the 12-month period ended December 31, 1995, the 24 Landry's restaurants
opened prior to January l, 1995, generated average restaurant revenues of
approximately $3,005,000, average restaurant cash flow of approximately $660,000
(or 21.9% of revenues), and average restaurant operating income after
depreciation and amortization of approximately $540,000 (or 18.0% of revenues).
Management believes its commitment to its customers and employees is important
to its long-term success. In addition to serving quality seafood at affordable
prices in attractive locations, the Company achieves customer satisfaction
through prompt, efficient service, low table-to-waitstaff ratios, and an
attentive management staff. The Company promotes a sense of personal commitment
from its employees through a monthly cash bonus program based on achievement of
restaurant specific performance objectives, and a stock option plan which
includes general, floor, and kitchen managers.
The executive headquarters and principal office of the Company are located at
1400 Post Oak Boulevard, Suite 1010, Houston, Texas 77056. Its telephone number
is (713) 850-1010.
RECENT DEVELOPMENTS
On April 18, 1996, the Company entered into the Merger Agreement pursuant to
which a wholly-owned subsidiary of the Company would merge with and into
Bayport, resulting in Bayport becoming a wholly-owned subsidiary of the Company.
On July 31, 1996, the Merger was consummated and Bayport became a wholly-owned
subsidiary of the Company. Bayport operates 19 full-service restaurants under
the name "The Crab House" and has three Crab House restaurants under
construction. Bayport also operates five take-away seafood restaurants under the
name "Capt. Crab's Take-Away." Bayport's Crab House restaurants are located
primarily in Florida, with additional locations in Georgia, Mississippi, South
Carolina, Illinois, New York and Tennessee. The three Crab House restaurants
currently under construction are located in New York, Virginia and Maryland.
Prior to the Merger, the Company agreed to loan Bayport up to $11 million to be
used by Bayport to continue construction of three Crab House restaurants.
Through July 10, 1996, the Company had funded approximately $5.71 million of
such amount.
Pursuant to the Merger Agreement, the Company issued 2,041,383 shares of its
Common Stock to the holders of Bayport common stock and approximately 108,289
shares of its Preferred Stock to the holders of Bayport's convertible preferred
stock, in each case subject to adjustment in accordance with the Merger
Agreement. Each share of Preferred Stock is convertible into one share of Common
Stock, subject to certain anti-dilution adjustments. In addition, pursuant to
the Merger Agreement holders of Bayport Warrants or Bayport Options are entitled
to exercise such Bayport Warrants and Bayport Options at their respective
exercise prices, in each case adjusted for the exchange ratio established for
the Merger, to acquire shares of Common Stock.
On June 4, 1996, the Company consummated a public offering of its Common
Stock. As a result of such offering, the Company issued an additional 4,890,000
shares of its Common Stock and certain Selling Shareholders sold 975,000 shares
of Common Stock at a price of $22.75 per share. The Company intends to use the
net proceeds from such offering of approximately $105.5 million to finance the
development or acquisition of additional restaurants, for general corporate
purposes, and to repay outstanding amounts owed by Bayport under revolving
credit and term loans to certain banks and to repay amounts drawn on the
Company's line of credit utilized to fund the loan to Bayport to continue
construction of certain Bayport Crab House restaurants.
8
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 145,574 shares of Common
Stock issuable upon the exercise of the Bayport Warrants are estimated to be
approximately $1.8 million, assuming that all Bayport Warrants are exercised.
The net proceeds to the Company from the sale of 444,470 shares of Common Stock
issuable upon exercise of the Bayport Options are estimated to be approximately
$7 million, assuming the allocated Bayport Options are exercised. The Company
will not receive any cash proceeds upon conversion of the Preferred Stock into
Common Stock. The Company intends to use the net proceeds for general corporate
purposes.
PLAN OF DISTRIBUTION
The Common Stock offered hereby is not offered through underwriters. Such
stock will be issued directly to holders of Bayport Warrants or Bayport Options
upon exercise thereof, or directly to holders of Preferred Stock upon conversion
by the holders of such Preferred Stock to Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being passed upon
for the Company by Winstead Sechrest & Minick P.C., Houston, Texas. No attorneys
who participated in the preparation of this Prospectus own shares of Common
Stock of the Company.
EXPERTS
The audited financial statements of the Company incorporated by reference in
this Prospectus and Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in their report included in
the Company's Annual Report on Form 10-K. Such audited financial statements are
included or incorporated by reference in reliance upon the authority of such
firm as experts in giving said report.
9
<PAGE>
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with this offering and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offering in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that the
information herein is correct as of any time subsequent to the date hereof or
that there has been no change in the affairs of the Company since such date.
698,333 SHARES
LANDRY'S SEAFOOD
RESTAURANTS, INC.
COMMON STOCK
------------------------------
PROSPECTUS
------------------------------
July ___, 1996
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses of this offering will be paid by Landry's Seafood Restaurants,
Inc. (the "Registrant") and are estimated as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee .................................. $5,251.94
Printing including engraving of share certificate ..... 5,000*
Legal fee and expenses ................................ 10,000*
Accounting fees and expenses .......................... 5,000*
Miscellaneous ......................................... 4,748.06*
Total .............................................. $ 30,000*
=========
- -----------------
</TABLE>
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of the director's fiduciary duty, except (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions), or (iv) for any transaction from which
the director derived an improper personal benefit. The Registrant's Certificate
of Incorporation contains provisions permitted by Section 102(b)(7) of the DGCL.
The Company is incorporated under the laws of the State of Delaware. Section
145 of the DGCL ("Section 145") provides that a Delaware corporation may
indemnify any persons who are, or are threatened to be made, parties 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 such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was unlawful. A Delaware corporation may indemnify
any persons who were or are parties or are threatened to be made a party, to any
threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or enterprise. The indemnity may
include expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
provided such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the corporation's best interest except that no
indemnification is permitted without judicial approval if the officer is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director has actually and reasonably incurred.
Article IX of the Company's Certificate of Incorporation provides that the
Company shall 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 Company) by reason of the fact that he
is or was a director, officer, employee or agent of the Company, or is or was
II-1
<PAGE>
serving at the request of the Company 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 him in connection with such
action, suit or proceeding 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
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
The Certificate of Incorporation further provides that the Company shall
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
Company to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit 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 Company and except that no indemnification
shall be made in respect of any claim, issue, or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the Delaware
Court of Chancery of such other court shall deem proper.
The Certificate of Incorporation also provides that to the extent that a
director, officer, employee or agent of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
The Certificate of Incorporation further provides that any indemnification
under the above paragraphs (unless ordered by a court) shall be made by the
Company only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
the above paragraph. Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
stockholders. Notwithstanding the foregoing, a director, officer, employee or
agent of the Company shall be able to contest any determination that the
director, officer, employee or agent has not met the applicable standard of
conduct set forth in the above paragraphs by petitioning a court of appropriate
jurisdiction.
The Certificate of Incorporation also provides that expenses (including
attorneys' fees) incurred by an officer or director in defending or settling any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the Company in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Company as authorized in these paragraphs.
Such expenses incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.
The Certificate of Incorporation further provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of these paragraphs shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office.
II-2
<PAGE>
The Certificate of Incorporation further provides that the Company shall have
the power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of these paragraphs.
The indemnification and advancement of expenses provided by, or granted
pursuant to, the Certificate of Incorporation, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Article VIII of the Company's Bylaws, requires the Company to indemnify the
Company's directors and officers to the extent permitted under the DGCL and the
Certificate of Incorporation.
The Company has entered into indemnification agreements with the Directors and
certain officers.
The foregoing discussion is qualified in its entirety by reference to the DGCL
and the Registrant's Certificate of Incorporation and By-Laws.
ITEM 16. EXHIBITS
Certain of the exhibits to this Registration Statement are hereby incorporated
by reference to the Company's Registration Statement on Form S-1 No. 33-65498 as
filed with the Commission and all amendments thereto with which they were filed
as exhibits. Such exhibits are denoted with the letter "A". Exhibits denoted
by * are filed herewith. Exhibits denoted by ** are incorporated by reference to
the Company's current report on Form 8-K dated April 26, 1996.
EXHIBIT
NO. EXHIBIT
--------------------------------------------------------------------------
**2.1 --Agreement and Plan of Merger among the Registrant, Bayport Restaurant
Corp, Inc. and Landry's Acquisition, Inc.
4.1 --Certificate of Incorporation of Landry's Seafood Restaurants, Inc. as
filed with the Delaware Secretary of State on June 23, 1993, as
amended --A--
4.2 --Bylaws of Landry's Seafood Restaurants, Inc. --A--
4.3 --Specimen Common Stock Certificate, $ .01 par value of Landry's
Seafood Restaurants, Inc. --A--
*5 --Opinion of Winstead Sechrest & Minick P.C. regarding legality.
*23.1 --Consent of Arthur Andersen LLP.
*23.3 --Consent of Winstead Sechrest & Minick P.C. (included in their opinion
filed as Exhibit 5).
*24 --Powers of Attorney (included on page II-5).
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 15 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 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
II-3
<PAGE>
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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 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; and
(iii) to include any information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material
changed to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in any post-effective amendment by those
paragraphs is contained in periodical reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities and 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 post-effective amendment that contains a form of prospectus
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.
(4) 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 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.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, 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 18TH DAY OF JULY, 1996.
LANDRY'S SEAFOOD RESTAURANTS, INC.
/s/ Tilman J. Fertitta
----------------------------------
By: Tilman J. Fertitta,
Chairman of the Board, President and
Chief Executive Officer
Each person whose signature appears below constitutes and appoints Tilman
J. Fertitta, Steven L. Scheinthal and Paul S. West, and each of them (with full
power to each of them to act alone), his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign on his behalf
individually and in each capacity stated below any amendment, (including post-
effective amendments) to this Registration Statement and any Registration
Statement (including any amendment thereto) for this offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act, and to
file the same, with all exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 and either of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
Name Title Date
- -------------------------- ---------------------------------- -------------
<S> <C> <C>
/s/ Tilman J. Fertitta Chairman of the Board, President
- -------------------------- and Chief Executive Officer
Tilman J. Fertitta (Principal Executive Officer) July 18, 1996
/s/ Paul S. West Vice President-Finance and Chief
- -------------------------- Financial Officer (Principal
Paul S. West Financial and Accounting Officer) July 18, 1996
/s/ E.A. Jaksa, Jr. Executive Vice President and Chief
- -------------------------- Operating Officer and Director July 18, 1996
E.A. Jaksa, Jr.
/s/ Steven L. Scheinthal Vice President-Administration,
- -------------------------- Secretary, General Counsel and
Steven L. Scheinthal Director July 18, 1996
</TABLE>
II-5
<PAGE>
/s/ James E. Masucci Director
- -------------------------- July 18, 1996
James E. Masucci
/s/ Joe Max Taylor Director
- -------------------------- July 18, 1996
Joe Max Taylor
II-6
<PAGE>
EXHIBIT 23.1
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.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Houston, Texas
July 18, 1996
II-8
<PAGE>
Exhibit 5
(713) 650-2729
July 18, 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
698,333 shares (the "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 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 resolutions adopted by the Board of Directors of the Company in connection
with the issuance 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 698,333 Shares to
be issued by the Company have been duly and validly authorized by all necessary
corporate action of the Company and, subject to payment therefor, each of such
Shares are, or will be, duly and validly issued, fully-paid and non-assessable
shares of Common Stock of the Company.
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,
/s/ Winstead Sechrest & Minick P.C.
Winstead Sechrest & Minick P.C.
II-7
