AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2000
REGISTRATION NO. 333-31864
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LANDRY'S SEAFOOD RESTAURANTS, INC.
(Exact name of registrant as specified in its charter)
------------
DELAWARE 5812 74-0405386
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
1400 POST OAK BLVD.
SUITE 1010
HOUSTON, TEXAS 77056
(713) 850-1010
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
------------
STEVEN L. SCHEINTHAL
VICE PRESIDENT ADMINISTRATION,
GENERAL COUNSEL AND SECRETARY
1400 POST OAK BLVD.
SUITE 1010
HOUSTON, TEXAS 77056
(713) 850-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
PAUL T. SCHNELL, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
(212) 735-3000
Approximate date of commencement of proposed sale to the public: Not
applicable.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, 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, 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(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
DEREGISTRATION OF COMMON SHARES
This Post-Effective Amendment No. 1 (this "Amendment") amends the
Registration Statement on Form S-4 (Registration No. 333-31864) (as
amended, the "Registration Statement") on which Landry's Seafood
Restaurants, Inc., a Delaware corporation (the "Registrant"), registered
10,131,472 shares of its common stock, par value $0.01 per share, to be
issued by the Registrant pursuant to the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of February 9, 2000, by and among the
Registrant, LSR Acquisition Corp. and Rainforest Cafe, Inc. ("Rainforest").
The Securities and Exchange Commission declared the Registration Statement
effective on March 14, 2000.
The Registrant is filing this Amendment to deregister all 10,131,472
shares of Registrant's common stock previously registered under the
Securities Act of 1933 pursuant to the Registration Statement because the
Merger Agreement has been terminated and the shares of Registrant's common
stock registered thereunder will not be issued to Rainforest shareholders
as contemplated by the terminated Merger Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houston, Texas
on April 26, 2000.
LANDRY'S SEAFOOD RESTAURANTS, INC.
By: /s/TILMAN J. FERTITTA
-------------------------------------
Name: Tilman J. Fertitta
Title: Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Tilman J. Fertitta, Steven L.
Scheinthal and Paul S. West, and each of them individually, 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 (including post-effective
amendments) to this registration statement and to file the same with all
exhibits thereto, and all 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, 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 any
of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof. This power of attorney may be executed
in counterparts.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ TILMAN J. FERTITTA Director, Chairman of the Board April 26, 2000
- --------------------------- President and Chief Executive
Tilman J. Fertitta Officer
* Director, Vice President of April 26, 2000
- --------------------------- Administration, General Counsel
Steven L. Scheinthal and Secretary
* Director, Vice President of April 26, 2000
- --------------------------- Chief Financial Officer
Paul S. West
* Vice President of Restaurant April 26, 2000
- ---------------------------
Richard E. Ervin
* Director April 26, 2000
- ---------------------------
James E. Masucci
* Director April 26, 2000
- ---------------------------
Joe Max Taylor
*By: /s/TILMAN J. FERTITTA
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Tilman J. Fertitta
Attorney-in-fact
