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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1997
REGISTRATION NO. 33-97998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/A
(AMENDMENT NO. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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POLLO TROPICAL, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 65-0100964
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
7300 N. KENDALL DRIVE, 8TH FLOOR
MIAMI, FLORIDA 33156
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(Address of Principal Executive Offices)
POLLO TROPICAL, INC. 1995 STOCK OPTION PLAN
POLLO TROPICAL, INC. 1995 BONUS/FEE STOCK OPTION PLAN
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(FULL TITLE OF THE PLANS)
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LARRY J. HARRIS
POLLO TROPICAL, INC.
7300 N. KENDALL DRIVE, 8TH FLOOR
MIAMI, FLORIDA 33156
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(305) 670-7696
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
Keith Wasserstrom, Esq.
Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.
515 East Las Olas Boulevard, Suite 1500
Fort Lauderdale, Florida 33301
(954) 768-8281
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Page 1 of 7 Pages
Exhibit Index at Page II-5
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(i) the Registrant's latest Annual Report on Form 10-K;
(ii) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year covered
by the Registrant's latest Annual Report on Form 10-K; and
(iii) the description of the Registrant's Common Stock
contained in the Registrant's registration statement on Form S-1 (No.
33-68266) filed with the Commission, as amended.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Registrant has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Registrant's Articles of Incorporation
provide that the Registrant shall indemnify and may insure its officers and
directors to the fullest extent not prohibited by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (a) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (b)
deriving an improper personal benefit from a transaction, (c) voting for or
assenting to an unlawful distribution and (d) willful misconduct or conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
At present, there is no pending litigation or other proceeding
involving a director or officer of the Registrant as to which indemnification
is being sought, nor is the Registrant aware of any threatened litigation that
may result in claims for indemnification by any officer or director.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See "Exhibit Index" on page II-4 below.
ITEM 9. UNDERTAKINGS.
(a) 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 the 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 the
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment 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.
(b) The undersigned registrant hereby undertakes 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, 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
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, State of Florida on April 30, 1997.
POLLO TROPICAL, INC.
By: /s/ LARRY J. HARRIS
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Larry J. Harris
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Larry J. Harris and
Stuart I. Harris, respectively, his true and lawful attorney-in-fact, each
acting alone, with full powers of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any or all
amendments, including any post-effective amendments, to this Registration
Statement, and to file the same, with exhibits thereto, and other documents to
be filed in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorneys-in-fact or their
substitutes, each acting alone, 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
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<S> <C> <C>
/s/LARRY J. HARRIS Chairman of the Board, Chief April 30, 1997
- ---------------------------------- Executive Officer and (principal
Larry J. Harris executive officer)
/s/NICHOLAS A. CASTALDO President April 30, 1997
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Nicholas A. Castaldo
/s/ WILLIAM CARL DREW Chief Financial Officer April 30, 1997
- ----------------------------------
William Carl Drew
/s/ STUART I. HARRIS Secretary, Treasurer and Director April 30, 1997
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Stuart I. Harris
/s/ CLAYTON E. WILHITE Director April 30, 1997
- ----------------------------------
Clayton E. Wilhite
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ ALAN VITULI Director April 30, 1997
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Alan Vituli
/s/ CRAIG M. NASH Director April 30, 1997
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Craig M. Nash
/s/ RONALD L. MILLER Director April 30, 1997
- ----------------------------------
Ronald L. Miller
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
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<S> <C> <C>
4.1 Pollo Tropical, Inc. 1995 Stock Option Plan(1) N/A
4.2 Pollo Tropical, Inc. 1995 Bonus/Fee Stock Option Plan(2) N/A
5 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A., and consent of counsel* N/A
23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A. is contained in its opinion included as
Exhibit 5 hereof* N/A
23.2 Consent of Arthur Andersen LLP 8
24 Power of Attorney is included in the Signature Section of
this Registration Statement* N/A
</TABLE>
______________________
(1) Incorporated by reference to Exhibit A as filed with the Registrant's
Notice of Annual Meeting and Proxy Statement for 1995, dated May 1, 1995
(the "1995 Proxy Statement").
(2) Incorporated by reference to Exhibit B of the 1995 Proxy Statement.
* Previously filed.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 27, 1997 included in Pollo Tropical, Inc.'s Form 10-K for the year
ended December 29, 1996 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Miami, Florida,
April 30, 1997.
