As filed with the Securities and Exchange Commission on September 18, 1998
Registration No. 33-094396
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BENIHANA INC.
(Exact Name of Issuer as specified in its Charter)
Delaware 65-0538630
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8685 Northwest 53rd Terrace, Miami, Florida 33166
(Address of Principal Executive Offices) (Zip Code)
1994 EMPLOYEES' STOCK OPTION PLAN
DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
Joel A. Schwartz, President
Benihana Inc.
8685 Northwest 53rd Terrace, Miami, Florida 33166
(Name and Address for Agent for Service)
(305) 593-0770
(Telephone Number, including area code, of agent for service)
Copies to:
Herschel S. Weinstein, Esq.
Dornbush Mensch Mandelstam & Schaeffer, LLP
747 Third Avenue, New York, NY 10017
(212) 759-3300
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This Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8, Registration No. 33-094396 (the "Registration Statement")
of Benihana Inc. (the "Company") is being filed for the purpose of deregistering
65,000 shares of the Company's Common Stock, par value $.10 per share (the
"Common Stock"), issuable under its Directors' Stock Option Plan (the
"Directors' Plan"). The Directors' Plan was amended (such amendment being
approved by the Company's stockholders at their Annual Meeting held August 27,
1998) to reduce the number of shares of Common Stock for which options may be
granted under the Directors' Plan from 100,000 shares to 35,000 shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No. Exhibit
10.03 - The Company's Amended and Restated Directors' Stock Option Plan.
(Incorporated herein by reference to Exhibit B to the Company's
Proxy Statement for its Annual Meeting held August 27, 1998.)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Company certified 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
Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 33-094396, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami and State of Florida, on the
__th day of September, 1998.
BENIHANA INC.
By: /s/ Joel A. Schwartz
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Joel A. Schwartz, President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 33-094396, has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
PRINCIPAL EXECUTIVE
OFFICER:
/s/ Joel A. Schwartz* President, Chief Executive September 17, 1998
- ---------------------- Officer and Director
Joel A. Schwartz
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PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ Michael R. Burris* Vice President-Finance September 17, 1998
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Michael R. Burris
DIRECTORS:
/s/ Taka Yoshimoto* Executive Vice President September 17, 1998
- ------------------------ -Operations and Director
Taka Yoshimoto
/s/ Robert B. Greenberg* Director September 17, 1998
- -------------------------
Robert B. Greenberg
/s/ Norman Becker Director September 17, 1998
- -------------------------
Norman Becker
/s/ John E. Abdo* Director September 17, 1998
- --------------------------
John E. Abdo
/s/ Darwin C. Dornbush Director September 17, 1998
- --------------------------
Darwin C. Dornbush
* By:
/s/ Joel A. Schwartz
- ----------------------------------
Joel A. Schwartz, Attorney-in-Fact
II - 2
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