<PAGE> 1
As filed with the Securities and Exchange Commission on March 16, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
LOGAN'S ROADHOUSE, INC.
(Exact Name of Registrant as Specified in its Charter)
Tennessee 62-1602074
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification No.)
or Organization)
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
(Address of Principal Executive Offices)
(Zip Code)
--------------------
LOGAN'S ROADHOUSE, INC.
1995 INCENTIVE STOCK PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
<TABLE>
<S> <C>
Edwin W. Moats, Jr. Copies to:
Logan's Roadhouse, Inc. J. Chase Cole, Esq.
565 Marriott Drive, Suite 490 Waller Lansden Dortch & Davis,
Nashville, Tennessee 37214 A Professional Limited Liability Company
(Name and Address of Agent for Service) 2100 Nashville City Center
(615) 885-9056 511 Union Street
(Telephone Number, Including Area Code, Nashville, Tennessee 37219-1760
of Agent for Service)
</TABLE>
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.01 par 680,591 shares $14.59 $9,928,858 $2,929
value (1)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 102,500 shares $15.38 $1,576,250 $465
value (2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 249,923 shares $22.44 (4) $5,607,647 $1,655
value (3)
- --------------------------------------------------------------------------------------------------------------------
Total 1,033,014 shares -- $17,112,755 $5,049
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Represents 680,591 shares reserved for issuance at the weighted average
exercise price of $14.59 per share pursuant to options previously
granted under the 1995 Incentive Stock Plan.
(2) Represents 102,500 shares reserved for issuance at the weighted average
exercise price of $15.38 per share pursuant to options previously
granted under the 1995 Non-Employee Director Stock Option Plan.
(3) Represents 209,527 and 40,396 shares reserved for issuance pursuant to
future grants of stock options under the 1995 Incentive Stock Plan and
the 1995 Non-Employee Director Stock Option Plan, respectively.
(4) Estimated solely for purposes of determining the amount of the
registration fee, in accordance with Rules 457(h)(1) and (c) under the
Securities Act of 1933, as amended, and based upon the average of the
bid and asked price as reported on the Nasdaq Stock Market's National
Market on March 9, 1998.
<PAGE> 2
EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and may be used for reoffers or resales of shares of Common
Stock, par value $.01 per share (the "Common Stock"), of Logan's Roadhouse,
Inc., a Tennessee corporation (the "Company"), acquired by "affiliates" (as such
term is defined in Rule 405 promulgated under the Securities Act of 1933, as
amended (the "Securities Act")) and by holders of shares of Common Stock issued
under certain employee benefit plans of the Company which shares constitute
"restricted securities" as defined in Rule 144(a)(3) under the Securities Act,
pursuant to the exercise of options under the Company's 1995 Incentive Stock
Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan, as
amended.
<PAGE> 3
Reoffer Prospectus
1,033,014 SHARES
LOGAN'S ROADHOUSE, INC.
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") is being used in
connection with the reoffer or resale of shares of Common Stock, par value $.01
per share (the "Common Stock"), of Logan's Roadhouse, Inc., a Tennessee
corporation (the "Company"), by certain "affiliates" (as such term is defined in
Rule 405 promulgated under the Securities Act of 1933, as amended (the
"Securities Act")) and employees of the Company (the "Selling Shareholders") who
hold shares of Common Stock issued under the Company's 1995 Incentive
Stock Plan, as amended (the "Incentive Plan") and 1995 Non-Employee Director
Stock Option Plan, as amended (the "Director Plan") (collectively, the "Plans"),
which shares constitute "restricted securities" as defined in Rule 144(a)(3)
promulgated under the Securities Act.
The shares may be offered by the Selling Shareholders from
time to time in transactions through the Nasdaq Stock Market's National Market
(the "Nasdaq National Market"), in negotiated transactions, through the writing
of options on the shares, or a combination of such methods of sale, at prices
related to prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
None of the proceeds from the sale of the shares by any of the
Selling Shareholders will be received by the Company. The Company has agreed to
bear all expenses (other than underwriting discounts and selling commissions,
and fees and expenses of counsel and other advisors to the Selling Shareholders)
in connection with the registration of the shares being offered by such Selling
Shareholders.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------
March 16, 1998
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION.............................................................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................4
LOGAN'S ROADHOUSE, INC............................................................................................5
USE OF PROCEEDS...................................................................................................5
SELLING SHAREHOLDERS..............................................................................................6
PLAN OF DISTRIBUTION..............................................................................................7
LEGAL MATTERS.....................................................................................................7
EXPERTS...........................................................................................................7
</TABLE>
2
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has furnished and intends to furnish
reports to its shareholders, which will include financial statements audited by
its independent certified public accounts, and such other reports as it may
determine to furnish or as required by law, including Sections 13(a) and 15(d)
of the Exchange Act. Proxy statements, reports and other information concerning
the Company can be inspected and copied at the Commission's office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional offices
located in the Northwestern Atrium Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains an Internet Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically, and the address of such site is
http://www.sec.gov. The Company's Common Stock is listed on the Nasdaq National
Market. Proxy statements, reports and other information concerning the Company
can be inspected and copied at the offices of the Nasdaq Stock Market located at
1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed a registration statement (the
"Registration Statement") on Form S-8 with respect to the Common Stock offered
hereby with the Commission under the Securities Act. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any agreement, instrument or other document
referred to are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERINGS HEREIN CONTAINED AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
3
<PAGE> 6
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the
Company are incorporated herein by reference as of the dates thereof:
(1) Annual Report on Form 10-KSB for the fiscal year ended
December 29, 1996;
(2) Quarterly Report on Form 10-Q for the quarter ended April
20, 1997;
(3) Quarterly Report on Form 10-Q for the quarter ended July
13, 1997;
(4) Quarterly Report on Form 10-Q for the quarter ended
October 5, 1997;
(5) Prospectus filed pursuant to Rule 424(b) of the
Securities Act on July 24, 1997; and
(6) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, filed
pursuant to Section 12 of the Exchange Act on July 11,
1995; and
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to David J.
McDaniel, Logan's Roadhouse, Inc., 565 Marriott Drive, Suite 490, Nashville,
Tennessee 37214 (telephone number 615-885-9056).
4
<PAGE> 7
LOGAN'S ROADHOUSE, INC.
The Company operates and, in certain markets, franchises
Logan's Roadhouse restaurants, all of which feature steaks, ribs, chicken and
seafood dishes in a distinctive atmosphere reminiscent of an American roadhouse.
The Logan's Roadhouse concept is designed to appeal to a broad range of
customers by offering generous portions of moderately-priced, high quality food
in a very casual, relaxed dining environment that is lively and entertaining.
The restaurants are open seven days a week for lunch and dinner and offer full
bar service. The Logan's Roadhouse menu is designed to appeal to a wide variety
of tastes, emphasizing extra-aged, hand-cut USDA choice steaks and signature
dishes such a fried green tomatoes, baked sweet potatoes and made-from-scratch
yeast rolls.
The Company's principal executive offices are located at 565
Marriott Drive, Suite 490, Nashville, Tennessee 37214 and its telephone number
is (615) 885-9056.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Shareholders. The Company will not receive any proceeds from the sale of
shares of Common Stock by any of the Selling Shareholders.
5
<PAGE> 8
SELLING SHAREHOLDERS
The following table shows (i) the name of each of the Selling
Shareholders who may be considered "affiliates" of the Company within the
meaning of the Securities Act (the "Affiliates"); (ii) the number of shares of
Common Stock owned by each Affiliate as of February 28, 1998; (iii) the number
of such shares of Common Stock covered by this Prospectus; and (iv) the amount
and the percentage of the Common Stock to be owned by each Affiliate after
completion of this offering, assuming the sale of all shares of Common Stock
covered by this Prospectus:
<TABLE>
<CAPTION>
SHARES OWNED SHARES PERCENTAGE
POTENTIAL AS OF SHARES OWNED OF
SELLING SHAREHOLDER FEB. 28, 1998 (1) OFFERED AFTER OFFERING CLASS (2)
------------------- ----------------- ------- -------------- ---------
<S> <C> <C> <C> <C>
Edwin W. Moats, Jr.(3) 473,762 190,000 283,762 3.97%
David J. McDaniel 91,500 85,500 6,000 *
Ralph W. McCracken 67,875 67,500 375 *
Peter Kehayes 75,000 75,000 0 *
George S. Waltman 61,100 60,500 600 *
Gary T. Baker 23,500 20,500 3,000 *
Jerry O. Bradley 22,000 20,500 1,500 *
Thomas B. Collins 24,400 20,500 3,900 *
Thomas E. Ervin 23,500 20,500 3,000 *
Ted H. Welch 23,500 20,500 3,000 *
</TABLE>
- ---------------
* Indicates less than 1% ownership.
(1) Includes shares of Common Stock underlying options granted to such Selling
Shareholders under the Incentive Plan and the Director Plan, whether or not
exercisable as of or within 60 days of February 28, 1998.
(2) Computation based upon 7,144,829 shares outstanding on February 28, 1998.
(3) Includes 3,000 shares beneficially owned by Mr. Moats's sons. Mr. Moats
disclaims beneficial ownership of such shares.
The preceding table reflects all Affiliates who are eligible
to reoffer and resell Common Stock, whether or not they have a present intent to
do so. At the date of this Prospectus, the Company does not know the names of
any persons who intend to resell shares of Common Stock of the Company acquired
pursuant to the Plans. There can be no assurance that any of the Selling
Shareholders will sell any or all of the Common Stock offered by them hereunder.
The Selling Shareholders will be either (a) employees or executive officers of
the Company or its subsidiaries who have been or may be granted options to
purchase the Company's Common Stock under the Incentive Plan or (b) non-employee
directors of the Company who have been or may be granted options to purchase
shares of the Company's Common Stock under the Director Plan. The Company will
supplement this Prospectus with the names of the Selling Shareholders not shown
in the table above and the amount of shares of Common Stock to be reoffered by
them as that information becomes known, unless such Selling Shareholders are not
"affiliates" of the Company within the meaning of the Securities Act and are
selling no more than the lesser of 1,000 shares or one percent of the shares
issuable under the applicable Plan.
6
<PAGE> 9
PLAN OF DISTRIBUTION
The shares of Common Stock being offered by the Selling Shareholders
are offered for their own accounts. The Company will not receive any of the
proceeds from any eventual sales of such shares of Common Stock. The shares may
be offered by the Selling Shareholders from time to time in transactions through
the Nasdaq National Market, in negotiated transactions, through the writing of
options on the shares, or a combination of such methods of sale, at prices
related to prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for which such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby have been passed upon by Waller Lansden Dortch &
Davis, A Professional Limited Liability Company, Nashville, Tennessee, counsel
to the Company.
EXPERTS
The financial statements of the Company as of December 29, 1996 and
December 31, 1995, and for each of the years in the three-year period ended
December 29, 1996, have been incorporated herein by reference in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing.
7
<PAGE> 10
1,033,014 SHARES
LOGAN'S ROADHOUSE, INC.
COMMON STOCK
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents incorporated by reference into Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference into the Section 10(a) prospectus, and are
available, without charge, to the participants upon written or oral request to
David J. McDaniel, Logan's Roadhouse, Inc., 565 Marriott Drive, Suite 490,
Nashville, Tennessee 37214 (telephone number 615-885-9056).
I-1
<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company are
incorporated herein by reference as of the dates thereof:
(1) Annual Report on Form 10-KSB for the fiscal year ended
December 29, 1996;
(2) Quarterly Report on Form 10-Q for the quarter ended April
20, 1997;
(3) Quarterly Report on Form 10-Q for the quarter ended July
13, 1997;
(4) Quarterly Report on Form 10-Q for the quarter ended
October 5, 1997;
(5) Prospectus filed pursuant to Rule 424(b) of the Securities Act
on July 24, 1997; and
(6) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed pursuant to Section
12 of the Exchange Act on July 11, 1995.
All documents 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 into this Registration Statement and to be a part
hereof from the date of filing such documents. Any statements contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which is also incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 12
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The TBCA provides that a corporation may indemnify any of its
directors against liability incurred in connection with a proceeding if (i) the
director acted in good faith, (ii) in the case of conduct in his or her official
capacity with the corporation, the director reasonably believed such conduct was
in the corporation's best interest, (iii) in all other cases, the director
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director had no reasonable cause to believe that his or her conduct was
unlawful. In actions brought by or in the right of the corporation, however, the
TBCA provides that no indemnification may be made if the director was adjudged
to be liable to the corporation. In cases where the director is wholly
successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as a director of a corporation, the TBCA
mandates that the corporation indemnify the director against reasonable expenses
incurred in the proceeding. The TBCA also provides that in connection with any
proceeding charging improper benefit to a director, no indemnification may be
made if such director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that a director be
indemnified for reasonable expense if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
(b) Paragraph 8 of the Registrant's Amended and Restated Charter and
Article 8 of the Registrant's Bylaws provide as follows:
(i) The Company shall indemnify, and upon request shall advance
expenses to, in the manner and to the full extent permitted by law, any
officer or director (or the estate of any such person) who was or is a
party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, by reason of the
fact that such person is or was a director or officer of the Company,
or is or was serving at the request of the Company as a director,
officer, partner, trustee or employee of another corporation,
partnership, joint venture, trust or other enterprise (an
"indemnitee"). The Company may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any such person against
any liability which may be asserted against him or her. To the full
extent permitted by law, the indemnification and advances provided for
herein shall include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement. The indemnification provided
herein shall not be deemed to limit the right of the Company to
indemnify any other person for any such expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement to the full
extent permitted by law, both as to action in his official capacity and
as to action in another capacity while holding such office.
Notwithstanding the foregoing, the Company shall not indemnify any such
indemnitee (1) in any proceeding by the Company against such
indemnitee; or (2) if a judgment or other final adjudication adverse to
the indemnitee establishes his liability for (A) any breach of the duty
of loyalty to the Company or its
II-2
<PAGE> 13
shareholders, (B) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (C) unlawful
distributions under Section 48-18-304 of the Act.
(ii) The rights to indemnification and advancement of expenses
set forth in Article 8(i) above are intended to be greater than those
which are otherwise provided for in the Act, are contractual between
the Company and the person being indemnified, his heirs, executors and
administrators, and with respect to Article 8(i), are mandatory,
notwithstanding a person's failure to meet the standard of conduct
required for permissive indemnification under the Act, as amended from
time to time. The rights to indemnification and advancement of expenses
set forth in Article 8(i) above are nonexclusive of other similar
rights which may be granted by law, the Charter, the Bylaws, a
resolution of the board of directors or shareholders of the Company, or
an agreement with the Company, which means of indemnification and
advancement of expenses are hereby specifically authorized.
(iii) Any repeal or modification of the provisions of this
Article 8, either directly or by the adoption of an inconsistent
provision of the Charter or the Bylaws, shall not adversely affect any
right or protection set forth herein existing in favor of a particular
individual at the time of such repeal or modification. In addition, if
an amendment to the Act limits or restricts in any way the
indemnification rights permitted by law as of the date hereof, such
amendment shall apply only to the extent mandated by law and only to
activities of persons subject to indemnification under this Article 8
which occur subsequent to the effective date of such amendment.
(c) The Company has obtained insurance which provides general coverage
for its directors and executive officers in amounts of $3,000,000 per claim and
$3,000,000 for annual aggregate claims. In addition, the Company has obtained
insurance coverage for its directors and executive officers in amounts of
$5,000,000 per claim and $5,000,000 for annual aggregate claims with respect to
the Company's initial public offering of its Common Stock.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Shares of Common Stock previously issued under either the Incentive
Plan or the Director Plan, including the granting of options to purchase shares
of Common Stock, were so issued or granted in reliance upon Section 4(2) of the
Securities Act and, in some cases, Rule 701 promulgated under the Securities
Act.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
<S> <C>
* 4.1 Section 8 of the Amended and Restated Charter of the Registrant
* 4.2 Specimen of Common Stock certificate
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company
</TABLE>
II-3
<PAGE> 14
<TABLE>
<S> <C>
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on page II-6)
99.1 Registrant's 1995 Incentive Stock Plan, as amended
99.2 Registrant's 1995 Non-Employee Director Stock Option Plan, as amended
</TABLE>
- --------------------
* Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (Registration No. 33-92976-A).
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.
(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) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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
II-4
<PAGE> 15
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
II-5
<PAGE> 16
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 Nashville, State of Tennessee, on this 16th day of
March, 1998.
LOGAN'S ROADHOUSE, INC.
By: /s/ Edwin W. Moats, Jr.
-----------------------------------------
Edwin W. Moats, Jr.
Chairman, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edwin W. Moats, Jr., and David J. McDaniel, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution for him in his name, place and stead, in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, 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>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Edwin W. Moats, Jr. Chairman of the Board, March 16, 1998
- --------------------------- Chief Executive Officer and
Edwin W. Moats, Jr. President (principal executive officer)
</TABLE>
II-6
<PAGE> 17
<TABLE>
<S> <C> <C>
/s/ David J. McDaniel Chief Financial Officer March 16, 1998
- --------------------------- (principal financial
David J. McDaniel and accounting officer)
/s/ Gary T. Baker Director March 6, 1998
- --------------------------
Gary T. Baker
/s/ Jerry O. Bradley Director March 6, 1998
- ---------------------------
Jerry O. Bradley
/s/ B. Tom Collins Director March 10, 1998
- ------------------------
B. Tom Collins
/s/ Thomas E. Ervin Director March 9, 1998
- -------------------------
Thomas E. Ervin
/s/ Ted H. Welch Director March 6, 1998
- -------------------
Ted H. Welch
</TABLE>
II-7
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
* 4.1 Section 8 of the Amended and Restated Charter of the Registrant
* 4.2 Specimen of Common Stock certificate
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on page II-6)
99.1 Registrant's 1995 Incentive Stock Plan, as amended
99.2 Registrant's 1995 Non-Employee Director Stock Option Plan, as amended
</TABLE>
- --------------------
* Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (Registration No. 33-92976-A).
<PAGE> 1
EXHIBIT 5
March 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Logan's Roadhouse, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
In our capacity as counsel to Logan's Roadhouse, Inc., a Tennessee
corporation (the "Company"), we have examined the Registration Statement on Form
S-8 (the "Registration Statement") in form as proposed to be filed by the
Company under the Securities Act of 1933, as amended, relating to the
registration of 1,033,014 shares of the Common Stock, par value $.01 per share,
of the Company (the "Common Stock"), pursuant to the terms of the 1995 Incentive
Stock Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan, as
amended (collectively, the "Plans"). In this regard, we have examined and relied
upon such records, documents and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth.
Based upon the foregoing, we are of the opinion that the 1,033,014
shares of Common Stock referred to in the Registration Statement, to the extent
actually issued pursuant to the Plans and in the manner and on the terms
described in the Plans, will be duly and validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Waller Lansden Dortch & Davis, PLLC
<PAGE> 1
EXHIBIT 23.1
The Board of Directors
Logan's Roadhouse, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Reoffer Prospectus.
/s/ KPMG Peat Marwick LLP
Nashville, Tennessee
March 16, 1998
<PAGE> 1
EXHIBIT 99.1
LOGAN'S ROADHOUSE, INC.
1995 INCENTIVE STOCK PLAN
1. The Purpose of the Plan. This incentive stock plan (the
"Plan") is intended to provide an opportunity for the employees and officers of
Logan's Roadhouse, Inc., a Tennessee corporation (the "Corporation"), and its
subsidiaries, as subsidiaries are defined in section 424 of the Code(1) (its
"subsidiaries"), to acquire shares of the Corporation's stock and to provide for
additional compensation based on appreciation of the Corporation's stock. The
Plan provides for the grant of incentive stock options, as defined in Section
422 of the Code ("Incentive Stock Options"), and stock options not qualifying as
Incentive Stock Options ("Non-Qualified Stock Options") providing an equity
interest in the Corporation's business as an incentive to service or continued
service with the Corporation and to aid the Corporation in retaining and
obtaining key personnel of outstanding ability.
2. Stock Subject to the Plan. The maximum number of shares of
the Corporation's Common Stock, $.01 par value (the "Stock"), which may be
issued under Incentive Stock Options and Non-Qualified Stock Options granted
under the Plan (the "Options") shall be a total of 922,500 shares of Stock,
which may be either authorized and unissued Stock or Stock held in the treasury
of the Corporation, as shall be determined by the Board of Directors of the
Corporation. If an Option expires or terminates for any reason without being
exercised in full, the unpurchased shares subject to such Option not exercised
shall again be available for purposes of the Plan.
3. Administration of the Plan. This Plan shall be administered
by the "Committee" that is appointed by the Board of Directors and consists of
not less than two individuals who are members of the Board of Directors and are
not employees of the Corporation or an "affiliate" of the Corporation (as
defined in Section 424(f) of the Code), or such other composition that satisfies
Section 162(m)(4)(C) of the Code and Rule 16b-3 promulgated by the Securities
and Exchange Commission ("Rule 16b-3"). Subject to the provisions of the Plan,
the Committee shall have full and conclusive authority to interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the Plan; to
determine the terms and provisions of the respective Option agreements (which
need not be identical); to determine the restrictions on transferability of
Stock acquired upon exercise of Options (which restrictions need not be
identical); and to make all other determinations necessary or advisable for the
proper administration of the Plan.
4. Eligibility and Limits. Options may be granted to employees
and officers as are selected by the Committee. Incentive Stock Options may,
however, only be granted to employees of the Corporation and its present or
future subsidiaries. The aggregate fair market value (determined as of the time
an Incentive Stock Option is granted) of the Stock with respect to which
Incentive Stock Options are exercisable by an individual for the first time
during any calendar year, taking into account Incentive Stock Options granted
under this Plan and under all other plans of the Corporation and its
- --------
(1) The "Code" herein refers to the Internal Revenue Code of 1986, as amended.
<PAGE> 2
parent or subsidiary corporations (as defined in Section 424 of the Code), shall
not exceed $100,000. No person may receive an Option to purchase more than
250,000 shares of Stock (subject to increases and adjustments for changes in the
capitalization of the Corporation) during any three year period.
5. Incentive Stock Options and Non-Qualified Stock Options. At
the time any Option is granted under this Plan, the Committee shall determine
whether said Option is to be an Incentive Stock Option or a Non-Qualified Stock
Option, and the Option shall be clearly identified as to its status as an
Incentive Stock Option or a Non-Qualified Stock Option. The number of shares as
to which Incentive Stock Options and Non-Qualified Stock Options shall be
granted shall be determined by the Committee in its sole discretion, subject to
the provisions of paragraph 4 above with respect to the aggregate fair market
value of the Stock for which Incentive Stock Options held by any individual may
become exercisable in any calendar year and subject to the provisions of
paragraph 2 above as to the total number of shares for which Options may be
granted under the Plan. At the time any Incentive Stock Option granted under
this Plan is exercised, the certificates representing the shares of Stock
purchased pursuant to said Option shall be clearly identified by legend as
representing shares purchased upon exercise of an Incentive Stock Option.
6. Terms and Conditions of Options. Subject to the following
provisions, all Options shall be in such form and upon such terms and conditions
as the Committee, in its discretion, may from time to time determine.
(a) Option Price.
(i) Incentive Stock Options. The Option price per share shall
in no event be less than 100% of the fair market value per share of the
Stock (as determined in good faith by the Committee) on the date the
Option is granted. If the employee owns (as defined in Code Section
424) more than 10% of the total combined voting power of all classes of
the Corporation's stock or of the stock of its parent or subsidiary,
the Option price per share shall not be less than 110% of the fair
market value per share of the Stock (as determined in good faith by the
Committee) on the date the Option is granted.
(ii) Non-Qualified Stock Options. The option price per share
shall not be less than 85% of the fair market value per share of the
Stock (as determined in good faith by the Committee) on the date the
Option is granted.
(b) Date of Grant. For purposes of this subparagraph 6, the
date the Option is granted shall be the date on which the Committee has approved
the terms and conditions of a stock option agreement evidencing the Option and
has determined the recipient of the Option and the number of shares covered by
the Option and has taken all such other action as is necessary to complete the
grant of the Option.
2
<PAGE> 3
(c) Option Term. No Option shall be exercisable after the
expiration of ten years from the date the Option is granted. No Incentive Stock
Option granted to an employee who at the time of grant owns (as defined in Code
Section 424) more than 10% of the total combined voting power of all classes of
the Corporation's stock or of the stock of its parent or subsidiary shall be
exercisable after the expiration of five years from the date it is granted.
(d) Payment. Payment for all shares purchased pursuant to
exercise of an Option shall be made in cash or, if approved by the Committee
either at the time of grant or at the time of exercise, by delivery of (i)
outstanding shares of Stock or (ii) currently exercisable Options, each at its
fair market value, as determined by the Committee, on the date of delivery or by
any combination of cash, Stock or Options, in an amount equal to the exercise
price of the Options being exercised. For purposes of this subparagraph 6, the
fair market value of an Option shall be equal to the product of (i) the amount
by which the fair market value of the Stock, as determined by the Committee, on
the date of exercise exceeds the exercise price contained in the Option and (ii)
the number of shares of Stock subject to the Option relinquished. Such payment
shall be made at the time that the Option or any part thereof is exercised, and
no shares shall be issued until full payment therefor has been made. The holder
of an Option shall, as such, have none of the rights of a shareholder.
(e) Transferability of Options. Incentive Stock Options shall
not be transferrable or assignable except by will or by the laws of descents and
distribution and shall be exercisable, during the holder's lifetime, only by
such holder. Non-Qualified Stock Options shall be transferable by will or by the
laws of descent and distribution only, except as otherwise expressly provided
for in a written agreement (including any amendment or supplement thereto)
between the Corporation and the holder specifying the terms and conditions of an
Option granted to such holder.
(f) Termination of Employment or Death. Except as provided
below, an Option may not be exercised by a holder unless he has been an employee
or officer of the Corporation or one of its subsidiaries continually from the
date of the grant until the date ending three months before the date of
exercise. If a holder ceases to be an employee or officer by reason of
disability, within the meaning of Section 422(c)(6) of the Code, the holder may
not exercise an Option (to the extent that the holder shall have been entitled
to do so at the date of his disability) later than twelve months after the date
he ceases to be an employee or removed as an officer or until the expiration of
the stated term of such Option, whichever is shorter. If the holder of an Option
dies, such Option may be exercised (to the extent that the holder shall have
been entitled to do so at the date of his death) by a legatee or legatees of the
holder under his last will, or by his personal representative or distributees,
at any time during the twelve-month period following his death or until the
expiration of the stated term of such Option, whichever is shorter. If a holder
is discharged as an employee or officer for cause, as determined by the
Committee, Options held by him shall not be exercisable after such discharge or
removal. Notwithstanding this subparagraph (f), no Option may be exercised more
than ten years after the date on which such Option was granted. For purposes of
this subparagraph (f), a holder shall be deemed to be an employee or officer so
long as the holder is an employee or officer of a parent or subsidiary of the
Corporation or by another corporation (or a parent or subsidiary
3
<PAGE> 4
corporation of such other corporation) which has assumed the Option of the
holder in a transaction to which Section 424(a) of the Code is applicable.
(g) Limited Right of Exercise. Upon the occurrence of any of
the following events (each a "Change in Control"), an Option may be exercised
during the Option term as to the lesser of (a) the full number of shares covered
by the Option and (b) the maximum number of shares covered by the Option to
extent that any acceleration of the right to exercise upon the Change in Control
would not cause the grantee or holder of such Option to be liable for the
payment of taxes pursuant to Section 4999 of the Code: (1) a tender offer or
exchange offer has been made for shares of Stock, provided that the corporation,
person, or other entity making such offer purchases or otherwise acquires shares
of Stock representing 50% or more of the outstanding shares of Stock pursuant to
such offer; (2) the shareholders of the Corporation have approved a definitive
agreement (the "Agreement") to merge or consolidate with or into another
corporation pursuant to which the Corporation will not survive or will survive
only as a subsidiary of another corporation, or to sell or otherwise dispose of
all or substantially all of its assets; or (3) any person or group, as such
terms are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), becomes the holder of 50% or more of the
outstanding shares of Stock. If a Change in Control has occurred, the Option
shall be fully exercisable: (x) in the event of (1) above, during the term of
the tender or exchange offer; (y) in the event of (2) above, within a 30-day
period commencing on the date of approval by the shareholders of the Agreement;
or (z) in the event of (3) above, within a 30-day period commencing on the date
upon which the Corporation is provided a copy of Schedule 13D (filed pursuant to
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder) indicating that any person or group has become the holder of 50% or
more of the outstanding shares of Stock or, if the Corporation is not subject to
Section 13(d) of the Exchange Act, within a 30-day period commencing on the date
upon which the Corporation receives written notice that any person or group has
become the holder of 50% or more of the outstanding shares of Stock.
Notwithstanding the foregoing, no person subject to Section 16(a) of the
Exchange Act with respect to the Stock may sell or otherwise dispose of Stock
acquired pursuant to an Option granted within six months of the date of sale or
other disposition.
7. Guarantees and Loans. The Corporation is hereby authorized
to guarantee or make loans to the holder of an Option to enable him to exercise
such Option. Any loan made or guaranteed herein shall be in such amount as
determined by the Committee but shall not exceed the exercise price of the
Options being exercised by the holder. Any loans made or guaranteed shall be
with full recourse against the borrower, shall be secured by the Stock received
from exercise of the related Option, shall provide for a market rate of interest
and shall contain such other terms and conditions as are acceptable to the
Committee. The determination of whether loans are to be made or guaranteed shall
be made by the Committee.
8. Changes in Capitalization; Merger; Liquidation. (a) The
number of shares of Stock as to which Options may be granted, the number of
shares covered by each outstanding Option, and the exercise price per share in
each outstanding Option shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Stock resulting from a subdivision or
combination of shares or the payment of a stock dividend in shares of Stock to
holders of outstanding shares of Stock or any other increase
4
<PAGE> 5
or decrease in the number of such shares effected without receipt of
consideration by the Corporation.
(b) If the Corporation shall be the surviving corporation in
any merger or consolidation, recapitalization, reclassification of shares or
similar reorganization, the holder of each outstanding Option shall be entitled
to purchase, at the same times and upon the same terms and conditions as are
then provided in the Option, the number and class of shares of Stock or other
securities to which a holder of the number of shares of Stock subject to the
Option at the time of such transaction would have been entitled to receive as a
result of such transaction.
(c) In the event of any change in capitalization of the
Corporation, the Committee may make such additional adjustments in the number
and class of shares of Stock or other securities with respect to which
outstanding Options are exercisable and with respect to which future Options may
be granted as the Committee in its sole discretion shall deem equitable or
appropriate, subject to the provisions of this paragraph 8.
(d) A dissolution or liquidation of the Corporation shall
cause each outstanding Option to terminate.
(e) In the event of any Change in Control in which shares of
Stock are purchased for cash in a tender offer or are to be converted into cash
in a merger, then, unless the Committee otherwise determines, each Option (other
than an Option granted within the last six months held by a person subject to
Section 16(b) of the Exchange Act) shall be converted into a fully exercisable
right to receive an amount in cash per share subject to such Option equal to (A)
in the case of a tender offer or merger, the excess, if any, of the price paid
in such tender offer or merger over the exercise price of such Option and (B) in
the case of conversion, the excess, if any, of the highest market price of the
Stock on the date of conversion over the exercise price of such Option;
provided, however, that any acceleration of the right to exercise an Option that
occurs under this Section 6(e) shall be limited to the maximum number of shares
covered by the Option for which the right of acceleration upon the Change in
Control will not cause the grantee or holder of such Option to be liable for the
payment of taxes pursuant to Section 4999 of the Code.
(f) In the event of a change of the Corporation's shares of
Stock with par value into the same number of shares with a different par value
or without par value, the shares resulting from any such change shall be deemed
to be the Stock within the meaning of the Plan. Except as expressly provided in
this paragraph 8, the holder of an Option shall have no rights by reason of any
subdivision or combination of shares of Stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of shares of
Stock of any class or by reason of any dissolution, liquidation, merger or
consolidation or distribution to the Corporation's shareholders of assets or
stock of another corporation, and any issue by the Corporation of shares of
Stock of any class, or securities convertible into shares of Stock of any class,
shall not affect, and no adjustment by reasons thereof shall be made with
respect to, the number or price of shares of Stock subject to the Options. The
existence of the Plan and the Options granted pursuant to the Plan shall not
affect in any way the right or power of the Corporation to make or authorize any
5
<PAGE> 6
adjustment, reclassification, reorganization or other change in its capital or
business structure, any merger or consolidation of the Corporation, any issue of
debt or equity securities having preferences or priorities as to the Stock or
the rights thereof, the dissolution or liquidation of the Corporation, any sale
or transfer of all or any part of its business or assets, or any other corporate
act or proceeding.
9. Termination and Amendment of the Plan. The Plan shall
terminate on the date ten years after the adoption of the Plan by the Board of
Directors and no Option shall be granted under the Plan after that date, but
Options granted before termination of the Plan shall remain exercisable
thereafter until they expire or lapse according to their terms. The Board of
Directors may otherwise sooner amend or terminate this Plan at any time;
provided, however, an amendment that would have a material adverse effect on the
rights of a holder of an existing Option is not valid with respect to such
Option without the holder's consent. Provided further that the shareholders of
the Corporation must approve any amendment:
(a) 12 months before or after the date an amendment is adopted
that increases the aggregate number of shares of Stock that may be issued under
Incentive Stock Options or changes the employees (or class of employees)
eligible to receive Incentive Stock Options.
(b) Before the effective date of an amendment that changes the
number of shares in the aggregate which may be issued pursuant to Options
granted under the Plan or the maximum number of shares with respect to which any
individual may receive Options during any period specified herein.
(c) Before the effective date of an amendment that increases
the period during which Options may be granted or exercised.
10. Approval. This Plan is subject to the approval of the
holders of a majority of the outstanding shares of common stock of the
Corporation and unless so approved within twelve months of its adoption by the
Board of Directors, this Plan and any Options granted hereunder shall become
void thereafter.
11. Incentive Stock Option. All Incentive Stock Options to be
granted hereunder are intended to comply with Sections 422 and 424 of the Code,
and all provisions of this Plan and all Incentive Stock Options granted
hereunder shall be construed in such manner as to effectuate that intent.
12. General Provisions.
(a) Legends; Restrictions on Transfer. The Committee may
require each person purchasing shares pursuant to an Option to represent to and
agree with the Corporation in writing that the shares are acquired without a
view to distribution thereof. The certificates for such shares may include any
legend which the Committee deems appropriate to reflect any restrictions on
transfer.
All certificates for shares of Stock delivered under the Plan
shall be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable
6
<PAGE> 7
under the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Stock is then listed, and
any applicable federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
(b) Other Compensation. Nothing contained in this Plan shall
prevent the Board of Directors from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.
(c) No Rights to Continued Employment. Neither the adoption of
the Plan, nor the granting of any Option hereunder, shall confer upon any
employee of the Corporation or any subsidiary any right to continued employment
with the Corporation or a subsidiary, as the case may be, nor shall it interfere
in any way with the right of the Corporation or a subsidiary to terminate the
employment of any of its employees at any time.
(d) Governing Law. The Plan and all awards made and actions
taken thereunder shall be governed by and construed in accordance with the laws
of the State of Tennessee.
(e) Compliance with Section 16(b). This Plan is intended to
comply with, and to the extent necessary or appropriate shall be interpreted to
comply with, Rule 16b-3.
(f) Amended and Restated Plan. This Plan is amended and
restated effective as of March 4, 1998; provided, however, that the amendment to
Section 2 of this Plan increasing to 922,500 shares of Stock the maximum number
of shares to be issued under Options granted hereunder is subject to the
approval of the holders of a majority of the outstanding shares of Stock and
unless so approved within 12 months of its adoption by the Board of Directors,
any Options granted hereunder to purchase more than 722,500 shares of Stock,
after giving effect to all prior grants of Options under this Plan, shall become
void thereafter.
7
<PAGE> 1
EXHIBIT 99.2
LOGAN'S ROADHOUSE, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
R E C I T A L S:
A. Effective as of May 26, 1995 (the "Effective Date"), the Board of
Directors (the "Board of Directors") of Logan's Roadhouse, Inc., a Tennessee
corporation (the "Company"), hereby adopts this Logan's Roadhouse, Inc. 1995
Non-Employee Director Stock Option Plan (the "Plan").
B. The Plan is amended and restated effective April 16, 1997.
C. The purposes of the Plan are to provide to each of the directors of
the Company who is not also either an employee or an officer of the Company
added incentive to continue in the service of the Company and a more direct
interest in the future success of the operations of the Company by granting to
such directors options (the "Options", or individually, the "Option"), to
purchase shares of the Company's Common Stock, $.01 par value (the "Common
Stock"), subject to the terms and conditions described below.
ARTICLE I
GENERAL
1.01. Definitions. For purposes of this Plan and as used herein,
"non-employee director" shall mean an individual who (a) is now, or hereafter
becomes, a member of the Board of Directors by virtue of an election by the
shareholders of the Company, (b) is neither an employee nor an officer of the
Company and (c) has not elected to decline to participate in the Plan pursuant
to the next succeeding sentence. A director otherwise eligible to participate in
the Plan may make an irrevocable, one-time election, by written notice to the
Company within 30 days after his initial election to the Board of Directors or,
in the case of the directors in office on the Effective Date, prior to December
31, 1995, to decline to participate in the Plan. For purposes of this Plan,
"employee" shall mean an individual whose wages are subject to the withholding
of federal income tax under Section 3401 of the Internal Revenue Code of 1986,
as amended from time to time (the "Code"), and "officer" shall mean an
individual elected or appointed by the Board of Directors or chosen in such
other manner as may be prescribed in the Bylaws of the Company to serve as such,
except that for the purposes of this Plan any individual serving as the Chairman
of the Board, but in no other capacity as an officer or employee, will not be
deemed to be an officer of the Company.
For purposes of this Plan, and as used herein, the "fair market value"
of a share of Common Stock is the closing sales price of the Common Stock as
reported on The Nasdaq Stock Market's National Market on the Grant Date, as
hereinafter defined, of the Options (or, if there was no reported sale on such
date, on the last preceding day on which any reported sale occurred).
1.02. Options. The Options granted hereunder shall be options that are
not qualified under Section 422 of the Code.
<PAGE> 2
ARTICLE II
ADMINISTRATION
This Plan shall be administered by the "Committee" that is appointed
by the Board of Directors and consists of not less than two individuals who are
members of the Board of Directors and are not employees of the Company or an
"affiliate" of the Company (as defined in Section 424(f) of the Code), or such
other composition that satisfies Section 162(m)(4)(C) of the Code and Rule 16b-3
promulgated by the Securities and Exchange Commission ("Rule 16b-3"). Subject to
the provisions of the Plan, the Committee shall have full and conclusive
authority to interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions of the
respective Option agreements (which need not be identical); to determine the
restrictions on transferability of Stock acquired upon exercise of Options
(which restrictions need not be identical); and to make all other determinations
necessary or advisable for the proper administration of the Plan.
ARTICLE III
OPTIONS
3.01. Participation. Each non-employee director shall be granted
Options to purchase Common Stock under the Plan on the terms and conditions
herein described.
3.02. Stock Option Agreements. Each Option granted under the Plan shall
be evidenced by a written stock option agreement, which agreement shall be
entered into by the Company and the non-employee director to whom the Option is
granted (the "Holder"), and which agreement shall include, incorporate or
conform to the following terms and conditions, and such other terms and
conditions not inconsistent therewith or with the terms and conditions of this
Plan as the Board of Directors considers appropriate in each case:
(a) Grant of Options; Grant Date. The number of shares as to
which Options shall be granted shall be determined by the Committee in its sole
discretion, subject to the provisions of Section 1.01 above with respect to the
fair market value of the shares of Common Stock and subject to the provisions of
Section 4.01 below as to the total number of shares for which Options may be
granted under the Plan.
The date the Option is granted (the "Grant Date") shall be the date on
which the Committee has approved the terms and conditions of a stock option
agreement evidencing the Option and has determined the recipient of the Option
and the number of shares covered by the Option and has taken all such other
action as is necessary to complete the grant of the Option.
(b) Price. The price at which each share of Common Stock
covered by an Option may be purchased pursuant to this Plan shall be the fair
market value of the shares on the Grant Date of such Option.
(c) Option Period. The period within which each Option may be
exercised shall expire, in all cases, ten years from the Grant Date of such
Option (the "Option Period"), unless terminated sooner pursuant to section
3.02(d) below.
(d) Termination of Service, Death, Etc. Each stock option
agreement shall provide as follows with respect to the exercise of the Option
granted thereby in the event
2
<PAGE> 3
that the Holder ceases to be a non-employee director for the reasons described
in this section 3.02(d):
(i) If the directorship of the Holder is terminated
within the Option Period on account of fraud, dishonesty or other acts
detrimental to the interests of the Company or any direct or indirect
majority-owned subsidiary of the Company, the Option shall
automatically terminate as of the date of such termination;
(ii) If the Holder shall die during the Option
Period while a director of the Company (or during the additional
three-month period provided by paragraph (iii) of this section
3.02(d)), the Option may be exercised, to the extent that the Holder
was entitled to exercise it at the date of Holder's death, within one
year after such date (if otherwise within the Option Period), but not
thereafter, by the executor or administrator of the estate of Holder,
or by any person or persons who shall have acquired the Option
directly from the Holder by bequest or inheritance; or
(iii) If the directorship of a Holder is terminated
for any reason (other than the circumstances specified in paragraphs
(i) and (ii) of this Section 3.02(d)) within the Option Period, the
Option may be exercised, to the extent Holder was able to do so at the
date of termination of the directorship, within three months after
such termination (if otherwise within the Option Period), but not
thereafter.
(e) Transferability. An Option granted under this Plan shall
be transferable by will or by the laws of descent and distribution only, except
as otherwise expressly provided for in a written Option agreement (including any
amendment or supplement thereto) between the Company and the Holder specifying
the terms and conditions of an Option granted to such Holder.
(f) Agreement to Continue in Service. Each Holder shall agree
to remain in the service of the Company, at the pleasure of the Company's
shareholders, for a continuous period of at least one year after the Grant Date
of any Option, at the retainer rate then in effect or at such changed rate as
the Company from time to time may establish.
(g) Exercise, Payments, Etc. Each stock option agreement shall
provide that the method for exercising the Option granted thereby shall be by
delivery to the Company of, or by sending by United States registered or
certified mail, postage prepaid, addressed to the Company (for the attention of
its secretary), written notice signed by Holder specifying the number of shares
of Common Stock with respect to which such Option is being exercised. Such
notice shall be accompanied by the full amount of the purchase price of such
shares. Payment may be made at the election of the Holder as follows: (i) in
cash; (ii) in outstanding shares of Common Stock at their fair market value, as
determined by the Board of Directors, on the date of exercise; or (iii) by
delivery of Options with a value equal to the exercise price, such value to be
equal to the difference between the fair market value of the Common Stock on the
exercise date subject to such Option and the exercise price thereof. Any such
notice shall be deemed to be given three days after the same was deposited in a
regularly maintained receptacle for the deposit of United States mail, addressed
and sent as above stated. In addition to the foregoing, promptly after demand by
the Company, the exercising Holder shall pay to the Company an amount equal to
applicable withholding taxes, if any, due in connection with such exercise.
3
<PAGE> 4
(h) Delivery and Exercise. Each Option shall be held by the
Company and delivered to the Holder one year after the Grant Date and shall be
exercisable in full upon receipt.
ARTICLE IV
AUTHORIZED COMMON STOCK
4.01 Authorized Shares. The total number of shares of Common Stock as
to which Options may be granted pursuant to the Plan shall be equal to that
number of shares which equals 2% of the total number of shares of Common Stock
of the Company outstanding at that time. If any outstanding Option under the
Plan shall expire or be terminated for any reason before the end of the Option
Period, the shares of Common Stock allocable to the unexercised portion of such
Option may again be subject to the Plan. The Company shall, at all times during
the life of any outstanding Options, retain as authorized and unissued Common
Stock at least the number of shares from time to time included in the
outstanding Options or otherwise assure itself of its ability to perform its
obligations under the Plan.
4.02. Adjustments Upon Changes in Common Stock. In the event the
Company shall effect a split of the Common Stock or dividend payable in Common
Stock, or in the event the outstanding Common Stock shall be combined into a
smaller number of shares, the maximum number of shares as to which Options may
be granted under the Plan shall be increased or decreased proportionately. In
the event that before delivery by the Company of all of the shares of Common
Stock in respect of which any Option has been granted under the Plan, the
Company shall have effected such a split, dividend or combination, the shares
still subject to the Option shall be increased or decreased proportionately and
the purchase price per share shall be increased or decreased proportionately so
that the aggregate purchase price for all the then optioned shares shall remain
the same as immediately prior to such split, dividend or combination.
In the event of a reclassification of the Common Stock not covered by
the foregoing, or in the event of a liquidation or reorganization, including a
merger, consolidation or sale of assets, the Board of Directors of the Company
shall make such adjustments, if any, as it may deem appropriate in the number,
purchase price and kind of shares covered by the unexercised portions of Options
theretofore granted under the Plan. The provisions of this Section 4.02 shall
only be applicable if, and only to the extent that, the application thereof does
not conflict with any valid governmental statute, regulation or rule.
ARTICLE V
GENERAL PROVISIONS
5.01. Termination of Plan. The Plan shall terminate whenever the Board
of Directors adopts a resolution to that effect. If not sooner terminated under
the preceding sentence, the Plan shall expire at the close of business on June
30, 2005. After termination of the Plan, no Options shall be granted under the
Plan, but the Company shall continue to recognize Options previously granted.
5.02. Amendment of Plan. The Board of Directors may from time to time
amend, modify, suspend or terminate the Plan; provided, however, that the Plan
may not be amended, modified or suspended more than once every six months, other
than to comport with changes in the Code, the Employee Retirement Income
Security Act or the rules thereunder. No amendment, modification, suspension or
termination shall (a) impair any Options theretofore granted under the Plan or
deprive any Holder of any shares of
4
<PAGE> 5
Common Stock which he might have acquired through or as a result of the Plan, or
(b) be made without the approval of the shareholders of the Company where such
change would (i) increase the total number of shares of Common Stock which may
be granted under the Plan or decrease the purchase price under the Plan (other
than as provided in Section 4.02 hereof), (ii) materially alter the class of
persons eligible to be granted Options under the Plan, (iii) materially increase
the benefits accruing to Holders under the Plan or (iv) extend the term of the
Plan or the Option Period.
5.03. Treatment of Proceeds. Proceeds from the sale of Common Stock
pursuant to Options granted under the Plan shall constitute general funds of the
Company.
5.04. Effectiveness. This Plan shall become effective as of the
Effective Date, subject to the conditions stated in the following sentence. This
Plan and each Option granted or to be granted hereunder is conditional on and
shall be of no force and effect, and no Option shall be exercised, unless and
until the Plan is approved by the affirmative votes of the holders of a majority
of the shares of Common Stock present, or represented, and entitled to vote at a
meeting of shareholders duly held not later than the date of the next annual
meeting of shareholders of the Company.
5.05. Paragraph Headings. The paragraph headings included herein are
only for convenience, and they shall have no effect on the interpretation of the
Plan.
5.06. Compliance with Rule 16b-3. The grant and exercise of Options
under the Plan is intended to be exempt under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended, and subject to the limitations on the exercise
of discretion as provided in Article II hereof, this Plan shall be interpreted
so as to comply with Rule 16b-3.
5
