<PAGE>
As filed with the Securities and Exchange Commission on May 11, 1995
Registration No. 33-92196
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AUSTINS STEAKS & SALOON, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 86-0723400
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6940 "O" STREET, SUITE 334, LINCOLN, NE., 68510
---------------------------------------------------
(Address of Principal Executive Offices) (ZIP Code)
1994 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (1)
-----------------------------------------------------
(Full title of the plan or written contract)
ROCHELLE MULLEN
CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
1125 SOUTH 103RD STREET, SUITE 720
OMAHA, NE 68124
---------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (402) 397-1700
-----------------
Approximate date of proposed commencement of sales pursuant to the plan: as
soon as practicable after the effective date of this registration statement.
(1) The Company initially registered 125,000 shares of its Common Stock for
issuance pursuant to its 1994 Incentive and Non-Qualified Stock Option Plan.
The purpose of this Amendment No. 1 is to register an additional 100,000
shares.
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
Offering Price Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 100,000 Shares $.625/share (1) $62,500 $18.44
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Proposed Maximum Offering Price based on the last quoted sales price of the
Common Stock; the last sale being made on November 13, 1998.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- -------------------------------------------------------------------------------
<S> <C>
5 Opinion of Counsel
- -------------------------------------------------------------------------------
23.1 Auditors Consent
- -------------------------------------------------------------------------------
23.2 Consent of Counsel (included in Exhibit 5)
- -------------------------------------------------------------------------------
99.1 Amendment to 1994 Incentive and Nonqualified Stock Option Plan
- -------------------------------------------------------------------------------
</TABLE>
The contents of the S-8 Registration Statement (File No. 33-92196) are
hereby incorporated by reference.
2
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Omaha, State of Nebraska on
November 18, 1998.
AUSTINS STEAKS & SALOON, INC.
BY: /s/Tish Gade-Jones, Chief Financial 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Director 11/8/98
- --------------------
Paul C. Schorr, III
/s/ Director 11/11/98
- ---------------------
B. Scott Ball
/s/ Director 11/16/98
- ----------------------
Roger D. Sack
/s/ Director 11/17/98
- ----------------------
Greg S. Cutchall
</TABLE>
3
<PAGE>
Exhibit 5
LAW OFFICES OF
CLINE, WILLIAMS, WRIGHT, JOHNSON & OLDFATHER
ONE PACIFIC PLACE
1125 S. 103RD STREET, SUITE 720
OMAHA, NEBRASKA 68124
(402) 397-1700
FAX (402) 307-1806
November 19, 1998
Paul Schorr, III
President
Austins Steaks & Saloon, Inc.
6940 "O" Street - Suite 336
Lincoln, NE. 68505-7310
Re: Registration of 100,000 Additional Shares on Amendment No. 1 to Form
S-8
Dear Mr. Schorr:
We have acted as legal counsel for Austins Steaks & Saloon, Inc., a
Delaware corporation, (the "Company") in connection with the Company's
preparation of the above-referenced registration of additional shares on Form
S-8 (the "Form S-8") being filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended, (the "Act")
and the prospectus which is not filed, but is included as a part of the Form
S-8 (the "Prospectus"). All of the shares are to be offered and sold, by the
Company or its affiliates pursuant to the Plan and in the manner set forth in
the Plan, Form S-8 and Prospectus.
In connection herewith, we have examined: (i) the Form S-8 and the
Prospectus; (ii) the Certificate of Incorporation, as amended, and the
Bylaws, as amended, of the Company; (iii) the corporate minutes and
proceedings of the Company applicable to filing of the Form S-8; and (iv)
such other proceedings, documents and records as we deemed necessary or
appropriate for the purposes of making this opinion. In making such
examinations, we have assumed the genuineness of all signatures on all
documents and conformed originals to all copies submitted to us as conformed
or photocopies. In addition to such examination, we have ascertained or
verified such additional facts as we deemed necessary or appropriate for
purposes of this opinion. However, as to various questions of fact material
to our opinion, we have relied upon representations, statements or
certificates of officers, directors, or representatives of the Company or
others.
Based upon the foregoing, we are of the opinion that: (i) the Company
has been legally incorporated and is validly existing under the laws of the
state of Delaware; and (ii) the shares issued pursuant to the Plan, upon
issuance and payment therefor, as contemplated by the Plan, Form S-8 and the
Prospectus, will be validly issued, fully paid and non-assessable common
stock of the Company.
We hereby consent to the filing of the opinion as an exhibit to the Form
S-8 and to any references to our firm in the Prospectus. In giving this
consent, we do not admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the Rules and Regulations
of the Commission promulgated thereunder.
Very truly yours,
Cline, Williams, Wright, Johnson &
Oldfather
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Austins Steaks & Saloon, Inc. on Form S-08 (File No. 33-92196)
of our report dated March 6, 1998, on our audit of the consolidated financial
statements of Austins Steaks & Saloon, Inc. as of December 31, 1997 and 1996
and for the years then ended, which report appears in the December 31, 1997
Annual Report on Form 10-KSB of Austins Steaks & Saloon, Inc.
PRICE WATERHOUSE COOPERS LLP
Omaha, Nebraska
November 16, 1998
5
<PAGE>
Exhibit 99.1
AMENDMENT NO. 3
TO THE 1994 INCENTIVE AND NON-QUALIFIED
STOCK OPTION PLAN
OF
AUSTINS STEAKS & SALOON, INC.
The 1994 Incentive and Non-Qualified Stock Option Plan (the "Plan") of
Austins Steaks & Saloon, Inc. (the "Company") adopted as of August 1, 1994
and amended as of October 31,, 1994 and August 1, 1995 is hereby amended
effective August 1, 1997 as follows:
4. STOCK RESERVED FOR THE PLAN
The first sentence of Paragraph Four of the Plan is hereby amended in
its entirety to read as follows:
"Subject to adjustment as provided in Section 7 hereof, a total of Two
Hundred Twenty-Five Thousand (225,000) shares of common stock, $0.01 par
value ("Stock") of the Company shall be subject to the Plan."
5. TERMS AND CONDITIONS OF OPTIONS
The first sentence of Paragraph Five (a) designated OPTION PRICE of the
Plan is hereby amended as follows:
"(a) OPTION PRICE. The purchase price of each share of stock
purchasable under an Option shall be determined by the Committee at the time
of grant but shall not be less than 100% of the fair market value of such
share of Stock on the date the Option is granted in the case of an Inventive
Option and not less than 50% of the fair market value of such share of Stock
on the date the Option is granted in the case of a Non-Incentive Option;
PROVIDED, HOWEVER, that with respect to an Incentive Option, in the case of
an Optionee who, at the time such Option is granted, owns (within the meaning
of Section 424(d) of the Code) more than 10% of the total combined voting
power of all classes of stock of the Company or of any subsidiary, then the
purchase price per share of stock shall be at least 110% of the Fair Market
Value (as defined below) per share of Stock at the time of grant."
This Amendment No. 3 to the Plan is effective for all purposes upon
being approved by the affirmative vote of the holders of a majority of the
Common Stock of the Company present, or represented, or entitled to vote at
the 1998 Annual Meeting of Stockholders of the Company or at any adjournment
thereof.
AUSTINS STEAKS & SALOON, INC.
6
