As filed with the Securities and
Exchange Commission on October 23, 1997 Registration No. 333-____
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
QUALITY DINING, INC.
(Exact name of registrant as specified in its charter)
INDIANA 35-18004902
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4220 EDISON LAKES PARKWAY, MISHAWAKA, INDIANA 46545
(Address of Principal Executive Offices) (Zip Code)
QUALITY DINING, INC. 1997
STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
DANIEL B. FITZPATRICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
4220 EDISON LAKES PARKWAY, MISHAWAKA, INDIANA 46545
(Name and address of agent for service)
(219) 271-4600
(Telephone number, including area code, of agent for service)
Copy to:
JAMES A. ASCHLEMAN
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE (2) PRICE (2)
Common Stock, 1,100,000 $4.59375 (3) $5,053,125 (3) $1,531.25 (3)
without par value
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), this Registration Statement also registers such additional
shares of Common Stock as may be offered or issued to prevent dilution
resulting from stock splits, stock dividends and similar transactions.
(2) It is impracticable to state the maximum offering price. Shares
offered pursuant to incentive stock options granted under the Quality
Dining, Inc. 1997 Stock Option and Incentive Plan are to be offered at
not less than the fair market value of one share of Common Stock of
Quality Dining, Inc. on the date the option is granted.
(3) Estimated solely for purposes of calculating the registration fee and
computed in accordance with Rule 457(c) under the Securities Act using
the average of the high and low sale prices of the Common Stock as
reported by the NASDAQ National Market System on October 17, 1997,
which was $4.59375 per share.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The Section 10(a) prospectus for the Quality Dining, Inc. 1997 Stock
Option and Incentive Plan is not required to be filed with the Securities
and Exchange Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company's Annual Report on Form 10-K for the year ended October
27, 1996 and the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), including any
amendments or reports filed for the purpose of updating such description,
are incorporated herein by reference. All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
for which audited financial statements are contained in the annual report
described above are incorporated herein by reference. All documents filed
by the Company pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents with the Commission. The Company will promptly
provide without charge to each person to whom a prospectus is delivered, a
copy of any or all information that has been incorporated herein by
reference (not including exhibits to the information that is incorporated
by reference unless such exhibits are specifically incorporated by
reference into such information), upon the written or oral request of such
person directed to the Secretary of the Company at its principal offices,
4220 Edison Lakes Parkway, Mishawaka, Indiana 46545, (219) 271-4600.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Reference is made to Section 7.8 of the Company's Restated Articles of
Incorporation filed as Exhibit 4.1 hereto which requires the Company, to
the extent not inconsistent with applicable law, including the Indiana
Business Corporation Law (IC 23-1-37-1, ET SEQ.), as amended from time to
time, to indemnify every person (and the estate, heirs, personal
representatives of such person) against all liabilities and reasonable
expenses, including, without limitation, fees and disbursements of counsel
and judgments, fines or penalties incurred by or awarded against, and
amounts paid in settlement by or on behalf of such person, in connection
with or resulting from any pending, threatened or completed claim, action,
suit or proceeding, and all appeals thereof (each, a "Claim"), in which
such person may become involved by reason of the fact that he or she is or
was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture,
trust, employee benefit plan or other entity; provided, however, that if
any such person is not wholly successful in defending any such claim, he or
she shall be indemnified only if it is determined by a court of competent
jurisdiction or by the Board of Directors, upon advice of legal counsel,
that such person acted in good faith in what he or she reasonably believed
to be in the best interest of the Company, or at least not opposed to the
Company's interests, and, in addition, with respect to any criminal claim,
that such person had no reasonable cause to believe that his or her conduct
was unlawful. Such indemnification is in addition to any rights to which
any subject person may otherwise be entitled.
In addition, the Company has obtained a directors' and officers'
liability and company reimbursement policy in the amount of $3,000,000,
which insures against certain liabilities, including liabilities under the
Securities Act of 1933, subject to applicable retentions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The list of Exhibits is incorporated herein by reference to the Index
to Exhibits.
ITEM 9. UNDERTAKINGS.
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 (1)(i) and (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 by the registrant pursuant to section 13 or section
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 the 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.
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.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Mishawaka, State of Indiana, on
September 17, 1997.
QUALITY DINING, INC.
By: /S/ DANIEL B. FITZPATRICK
Daniel B. Fitzpatrick
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities and on the respective dates indicated opposite their names.
Each person whose signature appears below hereby authorizes each of Daniel
B. Fitzpatrick and William W. Moreton, each with full power of
substitution, to execute in the name and on behalf of such person any post-
effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making
such changes in this Registration Statement as the registrant deems
appropriate, and appoints each of Daniel B. Fitzpatrick and William W.
Moreton, each with full power of substitution, attorney-in-fact to sign any
amendment and any post-effective amendment to this Registration Statement
and to file the same, with exhibits thereto, and other documents in
connection therewith.
SIGNATURES CAPACITY DATE
/S/ DANIEL B. FITZPATRICK Chairman, President, Chief September 17, 1997
Daniel B. Fitzpatrick Executive Officer and Director
(Principal Executive Officer)
/S/ WILLIAM W. MORETON Executive Vice President, September 17, 1997
William W. Moreton Treasurer and Chief Financial
Officer (Principal Financial
Officer)
/S/ MARTIN L. MIRANDA Vice President and Controller September 17, 1997
Martin L. Miranda (Principal Accounting Officer)
Director
David T. Austin
Director
Nordahl L. Brue
/S/ ARTHUR J. DECIO Director September 17, 1997
Arthur J. Decio
Director
Michael J. Dressell
/S/ JAMES K. FITZPATRICK Director September 17, 1997
James K. Fitzpatrick
Director
Ezra H. Friedlander
/S/ STEVEN M. LEWIS Director September 17, 1997
Steven M. Lewis
/S/ CHRISTOPER J. MURPHY, III Director September 17, 1997
Christopher J. Murphy, III
/S/ WILLIAM R. SCHONSHECK Director September 17, 1997
William R. Schonsheck
INDEX TO EXHIBITS
DESCRIPTION OF EXHIBIT
Exhibit
NO.
4.1 Restated Articles of Incorporation of the Registrant and related
amendments. (The copy of this Exhibit filed as Exhibit 3-A to the
Company's Registration Statement on Form 8-A, dated April 1, 1997,
is incorporated herein by reference.)
4.2 By-Laws of the Registrant, as amended to date. (The copy of this
Exhibit filed as Exhibit 3-B to the Company's Registration Statement
on Form 8-A, dated April 1, 1997, is incorporated herein by
reference.)
4.3 Quality Dining, Inc. 1997 Stock Option and Incentive Plan.
5 Opinion of Baker & Daniels regarding legality of the securities
being registered.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Baker & Daniels (included in the Baker & Daniels Opinion
filed as Exhibit 5).
24 Powers of Attorney (included on the Signature Page of the
Registration Statement).