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As filed with the Securities and Exchange Commission on March 12, 1998
REGISTRATION NO. 333-
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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 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)
____________________
Copies of all communications to:
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<S> <C> <C>
Arthur S. Berner, Esq. Steven L. Scheinthal, Esq. Thomas P. Mason, Esq.
Winstead Sechrest & Minick P.C. General Counsel Andrews & Kurth L.L.P.
910 Travis, Suite 2400 Landry's Seafood Restaurants, Inc. 4200 Chase Tower
Houston, Texas 77002 1400 Post Oak Boulevard, Houston, Texas 77002
713/650-2729 Suite 1010 713/220-4200
Houston, Texas 77056
713/850-1010
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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] 333-46653
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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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value. 851,000 shares $28.50 $24,253,500 $7,154.79
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(1) Amount represents an increase in the offering size from 4,407,950 shares to
5,258,950, of which 4,407,950 shares were previously registered.
(2) Estimated, pursuant to Rule 457.
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EXPLANATORY NOTE
Registration Statement No. 333-46653, which was declared effective on March 12,
1998, relates to 4,407,950 shares of Common Stock of the Registrant (the
"Previously Registered Securities"). This Registration Statement registers
additional securities for offering pursuant to Rule 462(b) under the Securities
Act to the total amount of Previously Registered Securities registered on
Registration Statement No. 333-46653. Pursuant to Rule 429 under the Securities
Act, the Previously Registered Securities may be offered and sold together with
the securities registered hereunder through the use of the combined prospectus
included in Registration Statement No. 333-46653. In accordance with Rule
429(b), the amount of the previously paid filing fee associated with the
Previously Registered Securities was $36,003.31. The Registrant hereby
incorporates by reference into this Registration Statement on Form S-3 in its
entirety the Registration Statement No. 333-46653, including each of the
documents filed by the Registrant with the Commission and incorporated or deemed
to be incorporated by reference therein and including each of the documents
filed as Exhibits to such Registration Statement.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-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 12TH DAY OF MARCH,
1998.
Landry's Seafood Restaurants, Inc.
By: Tilman J. Fertitta
-----------------------------------
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.
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<CAPTION>
SIGNATURE TITLE DATE
---------- ------- ----
<S> <C> <C>
Tilman J. Fertitta Chairman, President and Chief Executive Offi- March 12, 1998
- ------------------------- cer and Director (Principal Executive Officer)
Tilman J. Fertitta
* Paul S. West Vice President, Principal Financial Officer, March 12, 1998
- ------------------------- Principal Accounting Officer and Director
Paul S. West
* E. A. Jaksa, Jr. Executive Vice President, Chief Operating March 12, 1998
- ------------------------- Officer and Director
E.A. Jaksa, Jr.
* Steven L. Scheinthal Vice President, Administration, Secretary, March 12, 1998
- ------------------------- General Counsel and Director
Steven L. Scheinthal
* James E. Masucci Director March 12, 1998
- -------------------------
James E. Masucci
* Joe Max Taylor Director March 12, 1998
- -------------------------
Joe Max Taylor
/S/ Tilman J. Fertitta
- -------------------------
Tilman J. Fertitta
*Attorney-in-Fact
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EXHIBIT
NUMBER EXHIBIT
- ------- ---------
<C> <S>
1.1* --Form of Underwriting Agreement
1.2 --Certificate of Registrant as to payment of additional registration fee
5.1 --Opinion of Winstead Sechrest & Minick P.C.
23.1 --Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1)
23.2 --Consent of Arthur Andersen LLP
23.3 --Consent of Grant Thornton LLP
24.1* --Power of Attorney
</TABLE>
- ----------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-3 (Registration No. 333-46653).
<PAGE>
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 March 12, 1998:
(i) The Registrant has instructed its bank to wire transfer to the
Securities and Exchange Commission the requisite filing fee of
$7,154.79 in connection with its Registration Statement filed
pursuant to Rule 462(b) filed on March 12, 1998;
(ii) The Registrant will not revoke such instructions;
(iii) The Registrant has sufficient funds in the account in which the
wire transfer will originate to cover the amount of the filing
fee.
The Registrant hereby undertakes to confirm on March 13, 1998 that its
bank has received such instructions.
LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/ P. DOUGLAS COUVILLION
----------------------------------
Name: P. Douglas Couvillion
--------------------------------
Title: Corporate Controller
-------------------------------
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EXHIBIT 5
[LETTERHEAD OF WINSTEAD SECHREST & MINICK APPEARS HERE]
March 12, 1998
Board of Directors
Landry's Seafood Restaurants, Inc.
1400 Post Oak Boulevard
Suite 1010
Houston, Texas 77056
Gentlemen:
You have requested our opinion as to the legality of the issuance of the
3,810,950 shares (the "Company Shares") of the Common Stock ($.01 par value) of
Landry's Seafood Restaurants, Inc. (the "Company") which are the subject of
Registration Statements on Form S-3, (the "Registration Statements") 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 the 1,448,000 shares (the "Selling Stockholders' Shares") to be sold
by certain Selling Stockholders (the "Selling Stockholders") pursuant to the
Registration Statements (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, as
amended, the Bylaws and such other corporate records, documents and proceedings
(including the 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 3,810,950
Company Shares to be issued and sold by the Company and the 1,448,000 Selling
Stockholders' Shares which will be sold pursuant to the Registration Statements
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.
We know that we are named in the Registration Statements and we hereby
consent to the use of our name in the Registration Statements and to the filing
of this opinion as Exhibit 5 to the Registration Statements.
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
March 10, 1998
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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
March 10, 1998
