<PAGE>
As filed with the Commission on May 30, 1996.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
QUALITY DINING, INC.
(Exact name of issuer as specified in its charter)
INDIANA 35-1804902
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3820 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545
(Address of Principal Executive Offices) (Zip Code)
----------------
QUALITY DINING, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
----------------
DANIEL B. FITZPATRICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
3820 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545
(Name and address of agent for service)
(219) 271-4600
(Telephone number, including area code, of agent for service)
COPIES TO:
JAMES A. ASCHLEMAN, ESQ.
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 shares $38.625 (2) $19,312,500 (2) $6,660 (2)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) It is impracticable to state the maximum offering price. Shares offered
pursuant to incentive stock options granted under the Plan are to be offered at
not less than the market value on the date options are granted, and shares
offered pursuant to nonqualified stock options granted under the Plan may be
offered at any price.
(2) Calculated pursuant to Rule 457(c) solely for the purpose of computing
the registration fee, upon the average of the high and low prices of the Common
Stock as reported by the Nasdaq National Market System on May 23, 1996, which
was $38.625 per share.
===============================================================================
<PAGE>
The Registrant's Registration Statement on Form S-8 (Registration No.
33-84698) is incorporated herein by reference.
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<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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mishawaka, State of Indiana, on the 29th day of May,
1996.
QUALITY DINING, INC.
By /s/ Daniel B. Fitzpatrick
----------------------------------
Daniel B. Fitzpatrick, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby constitutes Daniel B. Fitzpatrick such person's true and lawful attorney,
with full power to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
Signature Title Date
- ------------------------------ --------------------------------- ------------
/s/ Daniel B. Fitzpatrick President, Chief Executive May 29, 1996
- ------------------------------ Officer and Director
Daniel B. Fitzpatrick (Principal Executive Officer)
/s/ Michael G. Sosinski Chief Financial Officer, May 29, 1996
- ------------------------------ Treasurer and Director
Michael G. Sosinski (Principal Financial Officer
and Principal Accounting Officer)
/s/ Arthur J. Decio Director May 29, 1996
- ------------------------------
Arthur J. Decio
/s/ James K. Fitzpatrick Director May 29, 1996
- ------------------------------
James K. Fitzpatrick
/s/ Steven M. Lewis Director May 29, 1996
- ------------------------------
Steven M. Lewis
/s/ Christopher J. Murphy III Director May 29, 1996
- ------------------------------
Christopher J. Murphy III
/s/ Ezra H. Friedlander Director May 29, 1996
- ------------------------------
Ezra H. Friedlander
/s/ William R. Schonsheck Director May 29, 1996
- ------------------------------
William R. Schonsheck
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<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 filed by Quality Dining, Inc. of our report dated December 22, 1995,
on our audits of the consolidated financial statements of Quality Dining, Inc.
and subsidiaries as of October 29, 1995 and October 30, 1994, and for the fifty-
two week periods ended October 29, 1995 and October 30, 1994 and the fifty-three
week period ended October 31, 1993.
/s/ COOPERS & LYBRAND L.L.P.
-----------------------------------------
COOPERS & LYBRAND L.L.P.
South Bend, Indiana
May 28, 1996
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page No.
Exhibit This
No. Description of Exhibit Filing
- ------- -------------------------------------------------------------------------- --------
<C> <S> <C>
4-A /1/ Restated Articles of Incorporation of Registrant..........................
4-B /2/ By-Laws of Registrant, as last amended January 25, 1996...................
4-C 1993 Stock Option and Incentive Plan of Registrant,
as amended to date........................................................
4-D /3/ Outside Directors Stock Option Plan of Registrant.........................
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered. .............................
23(A) The written consent of Coopers & Lybrand L.L.P. is contained in this
Registration Statement at page 4.
</TABLE>
- ---------------
/1/ The copy of this exhibit filed as exhibit number 3-A to the Company's
Registration Statement on Form S-1 (Registration No. 33-73826) is
incorporated by reference.
/2/ The copy of this exhibit filed as exhibit number 3-B to the Company's
Annual Report on Form 10-K for the year ended October 29, 1995 is
incorporated by reference.
/3/ The copy of this exhibit filed as exhibit number 10-J to the Company's
Registration Statement on Form S-1 (Registration No. 33-73826) is
incorporated by reference.
-5-
<PAGE>
QUALITY DINING, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
(AS AMENDED THROUGH APRIL 9, 1996)
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term
interests of the Company and its shareholders by providing a means for
attracting and retaining officers and key employees of the Company and its
Affiliates.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Company as such terms are defined in Section 424(e) and (f),
respectively, of the Code, including any corporation to become a subsidiary
corporation pursuant a certain Share Exchange and Reorganization Agreement among
the Company and certain related corporations dated as of December 17, 1993.
"Award" -- means the grant by the Committee of an Incentive Stock Option, a
Non-Qualified Stock Option, or Restricted Stock, or any combination thereof, as
provided in the Plan.
"Board" -- means the Board of Directors of the Company.
"Change in Control" -- means each of the events specified in the following
clauses (i) through (iii): (i) any third person, including a "group" as defined
in Section 13(d)(3) of the Exchange Act shall, after the date of the adoption of
the Plan by the Board, first become the beneficial owner of shares of the
Company with respect to which 25% or more of the total number of votes for the
election of the Board of Directors of the Company may be cast, (ii) as a result
of, or in connection with, any cash tender offer, exchange offer, merger or
other business combination, sale of assets or contested election, or combination
of the foregoing, the persons who were directors of the Company shall cease to
constitute a majority of the Board of Directors of the Company or (iii) the
stockholders of the Company shall approve an agreement providing either for a
transaction in which the Company will cease to be an independent publicly owned
entity or for a sale or other disposition of all or substantially all the assets
of the Company; provided, however, that the occurrence of any of such events
shall not be deemed a Change in Control if, prior to such occurrence, a
resolution specifically approving such occurrence shall have been adopted by at
least a majority of the Board of Directors of the Company.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Company" -- means Quality Dining, Inc., an Indiana corporation.
"Continuous Service" -- means the absence of any interruption or
termination of service as an employee of the Company or an Affiliate. Service
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence approved by the Company or in the case of any
transfer between the Company and an Affiliate or any successor to the Company.
"Disinterested Person" -- means any person who, at the time discretion
under this Plan is exercised, meets the definition of a "disinterested person"
in Rule 16b-3 of the Securities and Exchange Commission promulgated under
Section 16(b) of the Exchange Act and then applicable to the Company.
"Employee" -- means any person, including an officer or director, who is
employed by the Company or any Affiliate.
"Exchange Act" -- means the Securities Exchange Act of 1934, as amended.
<PAGE>
"Exercise Price" -- means the price per Share at which the Shares subject
to an Option may be purchased upon exercise of such Option.
"Incentive Stock Option" -- means an option to purchase Shares granted by
the Committee pursuant to Section 6 hereof which is subject to the limitations
and restrictions of Section 8 hereof and is intended to qualify under Section
422 of the Code.
"Market Value" -- means the last reported sale price on the date in
question (or, if there is no reported sale on such date, on the last preceding
date on which any reported sale occurred) of one Share on the principal exchange
on which the Shares are listed for trading, or if the Shares are not listed for
trading on any exchange, on the NASDAQ National Market System or any similar
system then in use, or, if the Shares are not listed on the NASDAQ National
Market System, the mean between the closing high bid and low asked quotations of
one Share on the date in question as reported by NASDAQ or any similar system
then in use, of, if no such quotations are available, the fair market value on
such date of one Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase shares granted
by the Committee pursuant to Section 6 hereof, which option is not intended to
qualify under Section 422 of the Code.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" -- means any officer or key employee of the Company or any
Affiliate who is selected by the Committee to receive an Award.
"Plan" -- means this 1993 Stock Option and Incentive Plan of the Company.
"Reorganization" -- means the liquidation or dissolution of the Company or
any merger, consolidation or combination of the Company (other than a merger,
consolidation or combination in which the Company is the continuing entity and
which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property or any combination
thereof).
"Restricted Period" -- means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 9
hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" -- means Shares which have been contingently awarded to
a Participant by the Committee subject to the restrictions referred to in
Section 9 hereof, so long as such restrictions are in effect.
"Securities Act" -- means the Securities Act of 1933, as amended.
"Shares" -- means the Common Stock, without par value, of the Company.
3. ADMINISTRATION. Until such time as the Shares have been registered
pursuant to section 12 of the Exchange Act, the Plan shall be administered by
the Board and all references in the Plan to the Committee shall be deemed to
refer to the Board. Upon the effectiveness of such registration, the Plan shall
be thereafter administered by a Committee consisting of three or more members of
the Board, each of whom shall be a Disinterested Person; provided, however, that
if the full Board does not consist of at least three Disinterested Persons, then
the Committee shall be composed of as many Disinterested Persons as possible and
the remaining member or members of the Committee need not be Disinterested
Persons and; provided, further, if Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Exchange Act or any replacement of such rule
shall hereafter permit the use of a committee of two or more Disinterested
Persons and the Company elects or is required to comply with such rule, then the
Committee shall consist of two or more Disinterested Persons. The members of the
Committee shall be appointed by the Board. Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete authority and
discretion to (i) select Participants and grant Awards; (ii) determine the
number of Shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the
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<PAGE>
terms and conditions upon which Awards shall be granted under the Plan; (iv)
prescribe the form and terms of instruments evidencing such grants; and (v)
establish from time to time regulations for the administration of the Plan,
interpret the Plan, and make all determinations deemed necessary or advisable
for the administration of the Plan. The Committee may maintain and update from
time to time as appropriate, a list designating selected directors as
Disinterested Persons. The purpose of such list shall be to evidence the status
of such individuals as Disinterested Persons, and the Board may appoint to the
Committee any individual actually qualifying as a Disinterested Person,
regardless of whether identified as such on said list.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by all members of the Committee without a meeting,
shall be acts of the Committee.
4. PARTICIPANTS. The Committee may select from time to time Participants in
the Plan from those officers and key employees of the Company or its Affiliates
who, in the opinion of the Committee, have the capacity for contributing in a
substantial measure to the successful performance of the Company or its
Affiliates. No Participant may receive Awards in excess of 150,000 Shares in any
calendar year.
5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of
Section 10 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan is 1,000,000 Shares. The Shares with respect to which
Awards may be made under the Plan may either be authorized and unissued shares
or unissued shares heretofore or hereafter reacquired and held as treasury
shares. An Award shall not be considered to have been made under the Plan with
respect to any Option which terminates or is surrendered for cancellation or
with respect to Restricted Stock which is forfeited, and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination or forfeiture has occurred.
6. GENERAL TERMS AND CONDITIONS OF OPTIONS. The Committee shall have full
and complete authority and discretion, except as expressly limited by the Plan,
to grant Options and to provide the terms and conditions (which need not be
identical among Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise Price, (ii) the
number of Shares subject to, and the expiration date of, any Option, (iii) the
manner, time and rate (cumulative or otherwise) of exercise of such Option, and
(iv) the restrictions, if any, to be placed upon such Option or upon Shares
which may be issued upon exercise of such Option. The Committee may, as a
condition of granting any Option, require that a Participant agree to surrender
for cancellation one or more Options previously granted to such Participant.
7. EXERCISE OF OPTIONS.
(a) Except as provided in Section 13, an Option granted under the Plan
shall be exercisable during the lifetime of the Participant to whom such
Option was granted only by such Participant, and except as provided in
paragraphs (c), (d) and (e) of this Section 7, no such Option may be
exercised unless at the time such Participant exercises such Option, such
Participant has maintained Continuous Service since the date of the grant
of such Option.
(b) To exercise an Option under the Plan, the Participant shall give
written notice to the Company (which shall specify the number of Shares
with respect to which such Participant elects to exercise such Option)
together with full payment of the Exercise Price. The date of exercise
shall be the date on which such notice is received by the Company. Payment
shall be made either (i) in cash (including check, bank draft or money
order) or (ii) by delivering (A) Shares already owned by the Participant
and having a Market Value on the date of exercise equal to the applicable
Exercise Price, or (B) a combination of cash and such Shares.
(c) If the Continuous Service of a Participant is terminated for
cause, or voluntarily by the Participant for any reason other than death,
disability or retirement, all rights under any Option of such Participant
shall expire immediately upon such cessation of Continuous Service. If the
Continuous Service of a Participant
-3-
<PAGE>
is terminated by reason of death, disability or retirement, such
Participant may exercise such Option, but only to the extent such
Participant was entitled to exercise such Option at the date of such
cessation, at any time during the remaining term of such Option, or, in the
case of Incentive Stock Options, during such shorter period as the
Committee may determine and so provide in the applicable instrument or
instruments evidencing the grant of such Option. If a Participant shall
cease to maintain Continuous Service for any reason other than those set
forth above in this paragraph (c) of this Section 7, such Participant may
exercise such Option to the extent that such Participant was entitled to
exercise such Option at the date of such cessation but only within the
period of three (3) months immediately succeeding such cessation of
Continuous Service, and in no event after the expiration date of the
subject Option; provided, however, that such right of exercise after
cessation of Continuous Service shall not be available to a Participant if
the Company otherwise determines and so provides in the applicable
instrument or instruments evidencing the grant of such Option.
(d) In the event of the death of a Participant while in the Continuous
Service of the Company or an Affiliate, the person to whom any Option held
by the Participant at the time of his death is transferred by will or by
the laws of descent and distribution may exercise such Option on the same
terms and conditions that such Participant was entitled to exercise such
Option. Following the death of any Participant to whom an Option was
granted under the Plan, the Committee, as an alternative means of
settlement of such Option, may elect to pay to the person to whom such
Option is transferred the amount by which the Market Value per Share on the
date of exercise of such Option shall exceed the Exercise Price of such
Option, multiplied by the number of Shares with respect to which such
Option is properly exercised. Any such settlement of an Option shall be
considered an exercise of such Option for all purposes of the Plan.
(e) Notwithstanding the provisions of the foregoing paragraphs of this
Section 7, the Committee may, in its sole discretion, establish different
terms and conditions pertaining to the effect of the cessation of
Continuous Service, to the extent permitted by applicable federal and state
law.
8. INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only to
Participants who are Employees. Any provisions of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the Company
and no Incentive Stock Option shall be exercisable more than ten years from the
date such Incentive Stock Option is granted, (ii) the Exercise Price of any
Incentive Stock Option shall not be less than the Market Value per Share on the
date such Incentive Stock Option is granted, (iii) any Incentive Stock Option
shall not be transferable by the Participant to whom such Incentive Stock Option
is granted other than by will or the laws of descent and distribution and shall
be exercisable during such Participant's lifetime only by such Participant, and
(iv) no Incentive Stock Option shall be granted which would permit a Participant
to acquire, through the exercise of Incentive Stock Options in any calendar
year, Shares or shares of any capital stock of the Company or any Affiliate
thereof having an aggregate Market Value (determined as of the time any
Incentive Stock Option is granted) in excess of $100,000. The foregoing
limitation shall be determined by assuming that the Participant will exercise
each Incentive Stock Option on the date that such Option first becomes
exercisable. Notwithstanding the foregoing, in the case of any Participant who,
at the date of grant, owns stock possessing more than 10% of the total combined
voting power of all classes of capital stock of the Company or any Affiliate,
the Exercise Price of any Incentive Stock Option shall not be less than 110% of
the Market Value per Share on the date such Incentive Stock Option is granted
and such Incentive Stock Option shall not be exercisable more than five years
from the date such Incentive Stock Option is granted.
9. TERMS AND CONDITIONS OF RESTRICTED STOCK. The Committee shall have full
and complete authority, subject to the limitations of the Plan, to grant awards
of Restricted Stock and, in addition to the terms and conditions contained in
paragraphs (a) through (f) of this Section 9, to provide such other terms and
conditions (which need not be identical among Participants) in respect of such
Awards, and the vesting thereof, as the Committee shall determine and provide in
the agreement referred to in paragraph (d) of this Section 9.
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<PAGE>
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period during which or at the
expiration of which, the Shares of Restricted Stock shall vest. The
Committee may also restrict or prohibit the sale, assignment, transfer,
pledge or other encumbrance of the Shares of Restricted Stock by the
Participant during the Restricted Period. Except for such restrictions, and
subject to paragraphs (c), (d) and (e) of this Section 9 and Section 10
hereof, the Participant as owner of such Shares shall have all the rights
of a stockholder, including but not limited to, the right to receive all
dividends paid on such Shares and the right to vote such Shares. The
Committee shall have the authority, in its discretion, to accelerate the
time at which any or all of the restrictions shall lapse with respect to
any Shares of Restricted Stock prior to the expiration of the Restricted
Period with respect thereto, or to remove any or all of such restrictions,
whenever it may determine that such action is appropriate by reason of
changes in applicable tax or other laws or other changes in circumstances
occurring after the commencement of such Restricted Period.
(b) Except as provided in Section 12 hereof, if a Participant ceases
to maintain Continuous Service for any reason (other than death, total or
partial disability or normal or early retirement) unless the Committee
shall otherwise determine, all Shares of Restricted Stock theretofore
awarded to such Participant and which at the time of such termination of
Continuous Service are subject to the restrictions imposed by paragraph (a)
of this Section 9 shall upon such termination of Continuous Service be
forfeited and returned to the Company. If a Participant ceases to maintain
Continuous Service by reason of death or total or partial disability, then,
unless the Committee shall determine otherwise, the restrictions with
respect to the Ratable Portion of the Shares of Restricted Stock shall
lapse and such Shares shall be free of restrictions and shall not be
forfeited. The Ratable Portion shall be determined with respect to each
separate Award of Restricted Stock issued and shall be equal to (i) the
number of Shares of Restricted Stock awarded to the Participant multiplied
by the portion of the Restricted Period that expired at the date of the
Participant's death or total or partial disability reduced by (ii) the
number of Shares of Restricted Stock awarded with respect to which the
restrictions had lapsed as of the date of the death or total or partial
disability of the Participant.
(c) Each certificate issued in respect of Shares of Restricted Stock
awarded under the Plan shall be registered in the name of the Participant
and deposited by the Participant, together with a stock power endorsed in
blank, with the Company and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the 1993 Stock Option and Incentive Plan of
Quality Dining, Inc., and an Agreement entered into between the
registered owner and Quality Dining, Inc. Copies of such Plan and
Agreement are on file in the office of the Secretary of Quality
Dining, Inc.
(d) At the time of an award of Shares of Restricted Stock, the
Participant shall enter into an Agreement with the Company in a form
specified by the Committee, agreeing to the terms and conditions of the
award, that such Participant will not make the election provided for under
Section 83(b) of the Code with respect to any Shares covered by the award
and such other matters as the Committee shall in its sole discretion
determine.
(e) At the time of an award of Shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the
Participant of dividends declared or paid on such Shares by the Company or
a specified portion thereof, shall be deferred until the earlier to occur
of (i) the lapsing of the restrictions imposed under paragraph (a) of this
Section 9 or (ii) the forfeiture of such Shares under paragraph (b) of this
Section 9, and shall be held by the Company for the account of the
Participant until such time. In the event of such deferral, there shall be
credited at the end of each year (or portion thereof) interest on the
amount of the account at the beginning of the year at a rate per annum as
the Committee, in its discretion, may determine. Payment of deferred
dividends, together with interest accrued thereon as aforesaid, shall be
made upon the earlier to occur of the events specified in (i) and (ii) of
the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph (a) of
this Section 9, the Company shall redeliver to the Participant (or where
the relevant provision of paragraph (b) of this Section 9 applies in the
case of a deceased Participant, to his legal representative, beneficiary or
heir) the certificate(s) and stock power
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<PAGE>
deposited with it pursuant to paragraph (c) of this Section 9 and the
Shares represented by such certificate(s) shall be free of the restrictions
referred to in paragraph (a) of this Section 9.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Shares subsequent to the effective date of the Plan by reason
of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be granted under the Plan and the number
and class of shares with respect to which Awards theretofore have been granted
under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Company in the manner
provided in Section 9 hereof.
11. EFFECT OF REORGANIZATION. Awards will be affected by a Reorganization
as follows:
(a) If the Reorganization is a dissolution or liquidation of the
Company then (i) the restrictions of Section 9(a) on Shares of Restricted
Stock shall lapse and (ii) each outstanding Option shall terminate, but
each Participant to whom the Option was granted shall have the right,
immediately prior to such dissolution or liquidation to exercise his Option
in full, notwithstanding the provisions of Section 8, and the Company shall
notify each Participant of such right within a reasonable period of time
prior to any such dissolution or liquidation.
(b) If the Reorganization is a merger or consolidation, other than a
Change in Control subject to Section 12 of this Agreement, upon the
effective date of such Reorganization (i) each Optionee shall be entitled,
upon exercise of his Option in accordance with all of the terms and
conditions of the Plan, to receive in lieu of Shares, shares of such stock
or other securities or consideration as the holders of Shares shall be
entitled to receive pursuant to the terms of the Reorganization; and (ii)
each holder of Restricted Stock shall receive shares of such stock or other
securities as the holders of Shares received which shall be subject to the
restrictions set forth in Section 9(a) unless the Committee accelerates the
lapse of such restrictions and the certificate(s) or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Company in the manner provided in Section 9 hereof.
The adjustments contained in this Section and the manner of application of
such provisions shall be determined solely by the Committee.
12. EFFECT OF CHANGE OF CONTROL. If the Continuous Service of any
Participant of the Company or any Affiliate is involuntarily terminated, for
whatever reason, at any time within eighteen months after a Change in Control,
unless the Committee shall have otherwise provided in the agreement referred to
in paragraph (d) of Section 9 hereof, any Restricted Period with respect to
Restricted Stock theretofore awarded to such Participant shall lapse upon such
termination and all Shares awarded as Restricted Stock shall become fully vested
in the Participant to whom such Shares were awarded. If a tender offer or
exchange offer for Shares (other than such an offer by the Company) is
commenced, or if the event specified in clause (iii) of the definition of a
Change in Control contained in Section 2 shall occur, unless the Committee shall
have otherwise provided in the instrument evidencing the grant of an Option, all
Options theretofore provided in the instrument evidencing the grant of an
Option, all Options theretofore granted and not fully exercisable shall (except
as otherwise provided in Section 8) become exercisable in full upon the
happening of such event and shall remain so exercisable in accordance with their
terms; provided, however, that no Option shall be exercisable by a director or
officer of the Company within six months of the date of grant of such Option and
no Option which has previously been exercised or otherwise terminated shall
become exercisable.
13. ASSIGNMENTS AND TRANSFERS. Except as otherwise determined by the
Committee, no Award nor any right or interest of a Participant under the Plan in
any instrument evidencing any Award under the Plan may be assigned, encumbered
or transferred except, in the event of the death of a Participant, by will or
the laws of descent and distribution.
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14. EMPLOYEE RIGHTS UNDER THE PLAN. No officer, employee or other person
shall have a right to be selected as a Participant nor, having been so selected,
to be selected again as a Participant and no officer, employee or other person
shall have any claim or right to be granted an Award under the Plan or under any
other incentive or similar plan of the Company or any Affiliate. Neither the
Plan nor any action taken thereunder shall be construed as giving any employee
any right to be retained in the employ of the Company or any Affiliate.
15. DELIVERY AND REGISTRATION OF STOCK. The Company's obligation to deliver
Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Company shall determine to be necessary or advisable to comply with the
provisions of the Securities Act or any other applicable federal or state
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under the Securities Act or
other securities legislation. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such shares to listing on
any stock exchange or system on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Company shall determine to be
necessary or advisable.
16. WITHHOLDING TAX. Upon the termination of the Restricted Period with
respect to any Shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such Shares in taxable
income), the Company shall, in lieu of requiring the Participant or other person
receiving such Shares to pay the Company the amount of any taxes which the
Company is required to withhold with respect to such Shares, retain a sufficient
number of Shares held by it to cover the amount required to be withheld. The
Company shall have the right to deduct from all dividends paid with respect to
Shares of Restricted Stock the amount of any taxes which the Company is required
to withhold with respect to such dividend payments.
Where a Participant or other person is entitled to receive Shares pursuant
to the exercise of an Option pursuant to the Plan, the Company shall, in lieu of
requiring the Participant or such other person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares,
retain a number of such Shares sufficient to cover the amount required to be
withheld.
17. LOANS.
(a) The Company may make loans to a Participant in connection with
Restricted Stock or the exercise of Options subject to the following terms
and conditions and such other terms and conditions not inconsistent with
the Plan, including the rate of interest, if any, as the Company shall
impose from time to time.
(b) No loan made under the Plan shall exceed (i) with respect to
Options, the sum of (A) the aggregate option price payable upon exercise of
the Option in relation to which the loan is made, plus (B) the amount of
the reasonably estimated income taxes payable by the grantee and (ii) with
respect to Restricted Stock, the amount of reasonably estimated income
taxes payable by the grantee. In no event may any such loan exceed the
Market Value of the related Shares at the time of the loan.
(c) No loan shall have an initial term exceeding three years;
provided, that loans under the Plan shall be renewable at the discretion of
the Committee; and provided, further, that the indebtedness under each loan
shall become due and payable on a date no later than (i) one year after
termination of the Participant's employment due to death, retirement or
disability, or (ii) the day of termination of the Participant's employment
for any reason other than death, retirement or disability.
(d) Loans under the Plan may be satisfied by the Participant, as
determined by the Committee, in cash or, with the consent of the Committee,
in whole or in part in Shares at Market Value on the date of such payment.
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(e) When a loan shall have been made, Shares having an aggregate
Market Value equal to the amount of the loan may, in the discretion of the
Committee, be required to be pledged by the Participant to the Company as
security for payment of the unpaid balance of the loan. Portions of such
Shares may, in the discretion of the Committee, be released from time to
time as it deems not to be needed as security.
(f) Every loan shall meet all applicable laws, regulations and rules
of the Federal Reserve Board and any other governmental agency having
jurisdiction.
18. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may at any
time terminate, and may at any time and from time to time and in any respect
amend or modify, the Plan; provided however, that to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or Section 422 of the
Code (or any other applicable law or regulation, including requirements of any
stock exchange or NASDAQ system on which the Common Stock is listed or quoted)
shareholder approval of any Plan amendment shall be obtained in such a manner
and to such a degree as is required by the applicable law or regulation;
provided further, that no termination, amendment or modification of the Plan
shall in any manner affect any Award theretofore granted pursuant to the Plan
without the consent of the Participant to whom the Award was granted or
transferee of the Award.
19. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
its adoption by the Board of Directors and shareholders of the Company and shall
continue in effect for a term of ten years from the date of adoption unless
sooner terminated under Section 18 hereof.
ADOPTED BY THE BOARD OF DIRECTORS OF QUALITY DINING,
INC. EFFECTIVE AS OF DECEMBER 17, 1993
ADOPTED BY THE SHAREHOLDERS OF QUALITY DINING, INC.
EFFECTIVE AS OF DECEMBER 17, 1993
SECTION 4, AS AMENDED, ADOPTED BY THE BOARD OF
DIRECTORS OF QUALITY DINING, INC. EFFECTIVE AS OF
APRIL 9, 1996
SECTION 5, AS AMENDED, ADOPTED BY THE BOARD OF
DIRECTORS OF QUALITY DINING, INC. EFFECTIVE AS OF
DECEMBER 13, 1995
SECTION 5, AS AMENDED, ADOPTED BY THE SHAREHOLDERS
OF QUALITY DINING, INC. EFFECTIVE AS OF
MARCH 12, 1996
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BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
(317) 237-1000 (FAX)
May 29, 1996
Quality Dining, Inc.
3820 Edison Lakes Parkway
Mishawaka, Indiana 46545
Gentlemen:
We have examined the corporate records and proceedings of Quality Dining,
Inc., an Indiana corporation (the "Company"), with respect to (a) the
organization of the Company, and (b) the legal sufficiency of all corporate
proceedings of the Company taken in connection with the authorization,
reservation for issuance, validity and nonassessability of the 500,000 shares of
common stock of the Company (the "Common Stock") that may be issued under the
Company's 1993 Stock Option and Incentive Plan (the "1993 Plan"). The offering
of such 500,000 shares is being registered pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement"), in connection
with which this opinion is given.
Based upon such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing corporation under
the laws of the State of Indiana.
2. When the Registration Statement shall have become effective and the
shares of Common Stock offered pursuant thereto have been issued and sold in
accordance with the terms of the 1993 Plan, such shares will be validly
authorized, legally issued, and fully paid and nonassessable.
Yours very truly,
/s/ BAKER & DANIELS
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EXHIBIT 5
