<PAGE> 1
As Filed with the Securities and Exchange Commission on October 18, 1996
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
-----------------------
JERRY'S FAMOUS DELI, INC.
(Exact name of registrant as specified in its charter)
California 95-3302338
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
12711 Ventura Boulevard, Suite 400
Studio City, California 91604
(Address of Principal Executive Offices; Zip Code)
STOCK OPTION PLAN
(Full Title of the Plans)
ISAAC STARKMAN
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
JERRY'S FAMOUS DELI, INC.
12711 Ventura Boulevard, Suite 400
Studio City, California 91604
(Name and address of agent for service)
(818) 766-8311
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount Proposed Proposed Amount of
to be to be Maximum Offering Maximum Registration
Registered Registered Price per share Aggregate Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 2,000,000 $9.00(1) $18,000,000 $5,454.55
value $.01 per share shares
</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933.
<PAGE> 2
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will
be sent or given to participants in the Stock Option Plan as specified by Rule
428(b)(1). Pursuant to the instructions for Form S-8, such documents need not be
filed with the Commission either as part of the registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended. See Rule 428(a)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference in this registration
statement (the "Registration Statement") the following documents filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Act of 1933, as amended:
(a) The Registrant's Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Registrant's Form 10-Qs for the quarters ended March
31, 1996 and June 30, 1996, and Form 10-Q/A for the quarter
ended June 30, 1996;
(c) Registrant's Form 8-Ks for July 15, 1996, August 19, 1996,
September 4, 1996, and September 11, 1996 and amendments
to Form 8-K for July 15, 1996 filed on September 13, 1996
and October 4, 1996; and
(d) Registrant's Form 8-A filed on October 11, 1995.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 herein by the Registrant and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein by
the Registrant shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to provisions of the California General Corporation Law, the
Articles of Incorporation of the Registrant, as amended, include a provision
which eliminates the personal liability of its directors to the Registrant and
its shareholders for monetary damage to the fullest extent permissible under
California law. This limitation has no effect on a director's liability (i) for
acts or omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) for acts or omissions that a director believes to be
contrary to the best interests of the Registrant or its shareholders or that
involve the absence of good faith on the part of the director, (iii) for any
transaction from which a director derived an improper personal benefit, (iv) for
acts or omissions that show a reckless disregard for the director's duty to the
Registrant or its shareholders in circumstances in which the director was aware,
or should have been aware, in the ordinary course of performing his or her
duties, of a risk of a serious injury to the Registrant or its shareholders, (v)
for acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the Registrant or its
shareholders, (vi) under Section 310 of the California General Corporation Law
(concerning contracts or transactions between the Registrant and a director) or
(vii) under Section 316 of the California General Corporation Law (concerning
directors' liability for improper dividends, loans and guarantees). The
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provision does not eliminate or limit the liability of an officer for any act or
omission as an officer, notwithstanding that the officer is also a director or
that his actions, if negligent or improper, have been ratified by the Board of
Directors. Further, the provision has no effect on claims arising under federal
or state securities or blue sky laws and does not affect the availability of
injunctions and other equitable remedies available to the Registrant's
shareholders for any violation of a director's fiduciary duty to the Registrant
or its shareholders.
The Registrant's Articles of Incorporation authorize the Registrant to
indemnify its officers, directors and other agents to the fullest extent
permitted by California law. The Registrant's Articles of Incorporation also
authorize the Registrant to indemnify its officers, directors and agents for
breach of duty to the corporation and its shareholders through bylaw provisions,
agreements or both, in excess of the indemnification otherwise provided under
California law, subject to certain limitations. The Registrant has entered into
indemnification agreements with its non-employee directors whereby the
Registrant will indemnify each such person (an "indemnitee") against certain
claims arising out of certain past, present or future acts, omissions or
breaches of duty committed by an indemnitee while serving in his employment
capacity. Such indemnification does not apply to acts or omissions which are
knowingly fraudulent, deliberately dishonest or arise from willful misconduct.
Indemnification will only be provided to the extent that the indemnitee has not
already received payments in respect of a claim from the Registrant or from an
insurance company. Under certain circumstances, such indemnification (including
reimbursement of expenses incurred) will be allowed for liability arising under
the Securities Act.
The Registrant may purchase a directors' and officers' liability
insurance policy insuring directors and officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion as to legality of securities being registered
23.2 Consent of independent accountants (Coopers & Lybrand L.L.P.)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(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
Registration Statement is on Form S-3, Form S-8 or Form F-3 and 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 Securities and
Exchange Commission
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by the Registrant pursuant to Section 13 or Section 13(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 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 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 or 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.
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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
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 Studio City, State of California, on the 18th day of October
1996.
Jerry's Famous Deli, Inc.
By /s/ ISAAC STARKMAN
------------------------------------
Isaac Starkman, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Isaac Starkman his true and lawful attorney-in-fact and agent, acting alone,
with full powers of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, any
Amendments thereto, 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, each acting alone, full powers
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 to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
said attorney-in-fact and agent, acting alone, or his substitute or substitutes,
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 below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ ISAAC STARKMAN
- ------------------------ Director, Chief October 18, 1996
Isaac Starkman Executive Officer
and Chairman of the
Board
/s/ GUY STARKMAN
- ------------------------ Director October 18, 1996
Guy Starkman
/s/ JASON STARKMAN
- ------------------------ Director October 18, 1996
Jason Starkman
/s/ CHRISTINA STERLING Chief Financial Officer October 18, 1996
- ------------------------ (Principal Financial Officer)
Christina Sterling
</TABLE>
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<TABLE>
<S> <C> <C>
Controller (Principal October 18, 1996
/s/ DAVID SUNDQUIST Accounting Officer)
- -------------------------
David Sundquist
/s/ PAUL GRAY Director October 18, 1996
- -----------------------
Paul Gray
/s/ STANLEY SCHNEIDER Director October 18, 1996
- -----------------------
Stanley Schneider
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
5.1 Opinion as to legality of securities being registered
23.2 Consent of independent accountants (Coopers & Lybrand L.L.P.)
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<PAGE> 1
[JEFFER, MANGELS, BUTLER & MARMARO LLP LETTERHEAD]
October 18, 1996 56849-0001
Jerry's Famous Deli, Inc.
12711 Ventura Boulevard
Suite 400
Studio City, California 91604
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") which Jerry's Famous Deli, Inc., a
California corporation (the "Company"), proposes to file with the Securities and
Exchange Commission (the "Commission").
The Registration Statement covers 2,000,000 shares of Common
Stock, no par value, issuable under the Stock Option Plan (the "Plan"). The
2,000,000 shares of Common Stock underlying the Plan are herein referred to as
the "Shares".
In connection with rendering this opinion, we have examined
originals, or copies identified to our satisfaction as being true copies of
originals, of such corporate records of the Company and other documents which we
considered necessary for the purposes of this opinion.
In our review and examination of documents we have assumed (i)
the genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or photostatic copies
thereof; (iii) all signatories have adequate power and authority and have taken
all necessary licenses and permits to entitle them to enforce such agreements;
and (iv) each person signing a document is a competent adult person not
operating under any legal disability, duress or having been defrauded in the
execution of documents.
Based upon and subject to the foregoing, it is our opinion
that the Shares to be issued under the Plan have been duly authorized, and when
so issued upon (i) payment therefor
<PAGE> 2
JEFFER, MANGELS, BUTLER & MARMARO LLP
Jerry's Famous Deli, Inc.
October 18, 1996
Page 2
provided pursuant to the Plan; (ii) the effectiveness of the Registration
Statement; and (iii) compliance with applicable blue sky laws, will constitute
legally issued, fully paid and nonassessable shares of the Common Stock of the
Company.
We express no opinion as to compliance with the securities or
"blue sky" laws of any state in which the Shares are proposed to be offered and
sold or as to the effect, if any, which non-compliance with such laws might have
on the validity of issuance of the Shares.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement; to the filing of this opinion in connection with
such filings of applications by the Company as may be necessary to register,
qualify or establish eligibility for an exemption from registration or
qualification of the Shares under the blue sky laws of any state or other
jurisdiction. In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended or the rules and regulations of the Commission
promulgated thereunder.
Nothing herein shall be deemed to relate to or constitute an
opinion concerning any matters not specifically set forth above.
The opinions set forth herein are based upon the federal laws
of the United States of America and the laws of the State of California, all as
now in effect. We express no opinion as to whether the laws of any particular
jurisdiction apply, and no opinion to the extent that the laws of any
jurisdiction other than those identified above are applicable to the subject
matter hereof.
The information set forth herein is as of the date of this
letter. We disclaim any undertaking to advise you of changes which may be
brought to our attention after the effective date of the Registration Statement.
Very truly yours,
JEFFER, MANGELS, BUTLER & MARMARO LLP
<PAGE> 1
[JEFFER, MANGELS, BUTLER & MARMARO LLP LETTERHEAD]
October 18, 1996 56849-0001
Jerry's Famous Deli, Inc.
12711 Ventura Boulevard
Suite 400
Studio City, California 91604
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") which Jerry's Famous Deli, Inc., a
California corporation (the "Company"), proposes to file with the Securities and
Exchange Commission (the "Commission").
The Registration Statement covers 2,000,000 shares of Common
Stock, no par value, issuable under the Stock Option Plan (the "Plan"). The
2,000,000 shares of Common Stock underlying the Plan are herein referred to as
the "Shares".
In connection with rendering this opinion, we have examined
originals, or copies identified to our satisfaction as being true copies of
originals, of such corporate records of the Company and other documents which we
considered necessary for the purposes of this opinion.
In our review and examination of documents we have assumed (i)
the genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified, conformed or photostatic copies
thereof; (iii) all signatories have adequate power and authority and have taken
all necessary licenses and permits to entitle them to enforce such agreements;
and (iv) each person signing a document is a competent adult person not
operating under any legal disability, duress or having been defrauded in the
execution of documents.
Based upon and subject to the foregoing, it is our opinion
that the Shares to be issued under the Plan have been duly authorized, and when
so issued upon (i) payment therefor
