AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 3, 1996
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RAINFOREST CAFE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA
(State or other jurisdiction of incorporation)
41-1779527
(IRS Employer Identification No.)
720 SOUTH FIFTH STREET
HOPKINS, MINNESOTA 55343
(Address of principal executive offices)
1995 STOCK OPTION AND COMPENSATION PLAN
(Full title of Plan)
MARTIN J. O'DOWD
RAINFOREST CAFE, INC.
720 SOUTH FIFTH STREET
HOPKINS, MINNESOTA 55343
(612) 945-5400
(Name, address and telephone number of agent for service)
Copies to:
DOUGLAS T. HOLOD, ESQ.
SHAWN R. MCINTEE, ESQ.
MASLON EDELMAN BORMAN & BRAND,
A PROFESSIONAL LIMITED LIABILITY PARTNERSHIP
3300 NORWEST CENTER
MINNEAPOLIS, MN 55402-4140
(612) 672-8200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (1)(2) OFFERING PRICE (2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (no 750,000 $33.00 $24,750,000.00 $8,534.48
par value per share) shares
</TABLE>
(1) The share amounts reflect a 3 for 2 stock split effective July 1, 1996.
(2) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
prices of the Common Stock on the NASDAQ National Market System on July 1,
1996.
Exhibit Index at Page 5
Page 1 of 8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The contents of Registration Statement on Form S-8 No. 33-96430, filed
on August 31, 1995.
(b) The contents of the Registrant's Form 10-K for the fiscal year ended
December 31, 1995.
(c) The contents of the Registrant's Form 10-Q for the first quarter ended
March 31, 1996.
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 have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
ITEM 8. EXHIBITS.
5. Opinion of Maslon Edelman Borman & Brand, P.L.L.P.
23.1 Consent of Lund Koehler Cox & Company, PLLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Maslon Edelman Borman & Brand, P.L.L.P.
(contained in Exhibit 5).
24. Power of Attorney (included on Page 3).
Page 2 of 8
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 Minneapolis, State of Minnesota, on July 2, 1996.
RAINFOREST CAFE, INC.
Registrant
By s/ Martin J. O'Dowd
Martin J. O'Dowd
President (Chief Operating Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Rainforest Cafe, Inc.,
hereby severally constitute Martin J. O'Dowd, our true and lawful attorney with
full power to him, to sign for us and in our names, in the capacities indicated
below the registration statement filed herewith and any amendments to said
registration statement, and generally to do all such things in our name and
behalf in our capacities as officers and directors to enable Rainforest Cafe,
Inc. to comply with the provisions of the Securities Act of 1933 as amended, and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C>
s/ Lyle Berman Chairman of the Board, Chief July 2, 1996
- ------------------------------------ Executive Officer and Director
Lyle Berman
s/ Martin J. O'Dowd President (Principal July 2, 1996
- ------------------------------------ Executive Officer)and
Martin J. O'Dowd Director
s/ Steven W. Schussler Executive Vice President and Director July 2, 1996
- ------------------------------------
Steven W. Schussler
s/ Ercu Ucan Executive Vice President and Director July 2, 1996
- ------------------------------------
Ercu Ucan
Page 3 of 8
s/ David L. Rogers Director July 2, 1996
- ------------------------------------
David L. Rogers
s/ Joel N. Waller Director July 2, 1996
- ------------------------------------
Joel N. Waller
s/ David W. Anderson Director July 2, 1996
- ------------------------------------
David W. Anderson
s/ Mark S. Robinow Chief Financial Officer July 2, 1996
Mark S. Robinow (Principal Financial Officer)
</TABLE>
Page 4 of 8
EXHIBITS
Exhibit Number Description of Exhibit Page No.
5. Opinion of Maslon Edelman Borman & Brand, P.L.L.P. 6
23.1 Consent of Lund Koehler Cox & Company, PLLP 7
23.2 Consent of Arthur Andersen LLP 8
23.3 Consent of Maslon Edelman Borman & Brand, P.L.L.P.
(contained in Exhibit 5). 6
24. Power of Attorney (included on Page 3). 3
Page 5 of 8
Exhibit 5
July 3, 1996
Rainforest Cafe, Inc.
720 South Fifth Street
Hopkins, Minnesota 55343
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted on behalf of Rainforest Cafe, Inc. (the "Company") in
connection with a Registration Statement on Form S-8 filed by the Company with
the Securities and Exchange Commission (the "Registration Statement"), relating
to the increase of 750,000 shares (as adjusted for a 3-for-2 stock split
effected on July 1, 1996) of Common Stock, no par value (the "Shares") to be
issued by the Company pursuant to the terms of the Company's 1995 Stock Option
and Compensation Plan (the "Plan") bringing the total number of shares
authorized under the Plan to 1,500,000 (as adjusted for a 3-for-2 stock split
effected on July 1, 1996). Upon examination of such corporate documents and
records as we have deemed necessary or advisable for the purposes hereof and
including and in reliance upon certain certificates by the Company, it is our
opinion that:
1. The Company is a validly existing corporation in good standing under the
laws of the State of Minnesota.
2. The Shares, when issued and paid for as contemplated by the Plan, and
when delivered against payment therefor in the manner contemplated by the Plan,
will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
Page 6 of 8
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report dated February 17, 1995 included in the
Company's Form 10-K for the year ended December 31, 1995 and to all references
to our Firm included in or made part of this Registration Statement.
LUND KOEHLER COX & COMPANY, PLLP
Minneapolis, Minnesota
June 28, 1996
Page 7 of 8
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 9, 1996 included in Rainforest Cafe, Inc.'s Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
July 3, 1996
Page 8 of 8
