AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SONIC CORP.
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(Exact name of registrant as specified in its charter)
DELAWARE 73-1371046
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 PARK AVENUE
OKLAHOMA CITY, OKLAHOMA 73102
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(Address, including zip code, of principal executive offices)
SONIC CORP. SAVINGS AND PROFIT SHARING PLAN
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(Full title of the plan)
J. CLIFFORD HUDSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SONIC CORP.
101 PARK AVENUE
OKLAHOMA CITY, OKLAHOMA 73102
TELEPHONE: (405) 280-7654
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM
CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED(2) PER SHARE(3) OFFERING PRICE REGISTRATION FEE
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Common Stock, $.01 par 150,000 shares $13.63 $2,044,500 $619.55
value
Interests in the Plan (3) (3) (3) (3)
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(1) Based on the number of shares currently held by the trustee (the
"Trustee") of the trust established in connection with the Sonic Corp.
Savings and Profit Sharing Plan (the "Plan") and shares estimated to
be purchased by the Trustee, or issued by the Company to the Plan,
during the three-to-five-year period beginning with the effective date
of this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h).
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, there are
also registered hereunder such additional indeterminate number of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Sonic Corp. (the "Company") will send or give to all participants in the
Sonic Corp. Savings and Profit Sharing Plan (the "Plan") the document(s)
containing the information specified by Part I of this Form S-8 Registration
Statement (this "Registration Statement") as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "1933 Act"). The Company has not
filed those documents with the Commission, but those documents (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) shall constitute a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company hereby incorporates by reference the following documents filed
with the Commission:
(a) The Company's latest Annual Report on Form 10-K, as filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act");
(b) The Plan's latest Annual Report on Form 11-K, as filed pursuant to
Section 15(d) of the Exchange Act;
(c) All other reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above;
(d) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's Form S-1 Registration
Statement (Registration Statement No. 33-37158), including any amendment to such
registration statement or report filed for the purpose of updating such
description; and
(e) All documents, reports and definitive proxy statements filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
which are filed subsequent to the date hereof and prior to the filing of a post-
effective amendment which indicates the termination of the offering made hereby.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Provisions of the Company's certificate of incorporation and bylaws and the
Delaware General Corporation Law provide for the indemnification of the
Company's directors and officers against liability which they may incur in
their capacities as directors and officers of the Company. The Company also has
entered into Indemnification Agreements with its directors and officers which
establish contractual rights for the directors and officers to have the Company
indemnify them to the full extent permitted by law. Finally, the Company has
obtained a directors and officers liability insurance policy which provides for
the indemnification of the Company's directors and officers against liability
which they may incur in their capacities as directors and officers of the
Company.
Insofar as the foregoing documents permit indemnification for liabilities
arising under the Securities Act, the Commission has informed the Company that,
in the opinion of the Commission, that indemnification is against public policy
as expressed in the Securities Act and, therefore, is unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following are exhibits to the Form S-8 Registration Statement.
EXHIBIT NO. NAME OF EXHIBIT
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4.1 Specimen Certificate for the Common Stock of the Company, which
the Company hereby incorporates by reference from Exhibit 4.1 to
the Company's Form S-1 Registration Statement No. 33-37158.
4.2 Sonic Corp. Savings and Profit Sharing Plan.
5.1 Opinion of Phillips McFall McCaffrey McVay & Murrah, P.C.
15.1 Letter Regarding Unaudited Financial Information.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Phillips McFall McCaffrey McVay & Murrah, P.C.
In lieu of the opinion of counsel or determination letter contemplated by
Item 601(b)(5) of Regulation S-K, the Company hereby undertakes that it will
submit the Plan and all amendments thereto to the Internal Revenue Service
("IRS") in a timely manner, and that it will make all changes required by the
IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
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(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 1933 Act;
(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; and
(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, 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 by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) 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 the time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Company 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
Form S-8 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on
this 8th day of April, 1997.
SONIC CORP.
By: /s/ J. Clifford Hudson
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J. Clifford Hudson, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons, in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ J. Clifford Hudson President, Chief April 8, 1997
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J. Clifford Hudson and Director
PRINCIPAL EXECUTIVE OFFICER
/s/ Lewis B. Kilbourne Senior Vice President April 8, 1997
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Lewis B. Kilbourne Officer
PRINCIPAL FINANCIAL OFFICER
/s/ Stephen C. Vaughan Controller April 8, 1997
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Stephen C. Vaughan
PRINCIPAL ACCOUNTING OFFICER
/s/ E. Dean Werries Director April 8, 1997
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E. Dean Werries
Director
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Dennis H. Clark
/s/ Leonard Lieberman Director April 8, 1997
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Leonard Lieberman
/s/ H. E. Rainbolt Director April 8, 1997
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H. E. Rainbolt
Director
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Frank E. Richardson III
/s/ Robert M. Rosenberg Director April 8, 1997
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Robert M. Rosenberg
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
Sonic Corp., which administers the Sonic Corp. Savings and Profit Sharing Plan,
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma, on this 8th day of April, 1997.
SONIC CORP. SAVINGS AND PROFIT SHARING
PLAN
By: /s/ J. Clifford Hudson
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J. Clifford Hudson, President and
Chief Executive Officer
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EXHIBIT INDEX
Place at Which it Appears
Exhibit No. Name of Exhibit In Sequentially Numbered Pages
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4.1 Form of Stock Certificate Incorporated by reference to
Exhibit 4.1 to the Company's
Amendment No. 1 to Form S-1
Registration Statement No.
33-37158.
4.2 Sonic Corp. Savings and Profit
Sharing Plan
5.1 Opinion of Phillips McFall
McCaffrey McVay & Murrah, P.C.
15.1 Letter Regarding Unaudited
Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Phillips McFall
McCaffrey McVay & Murrah, P.C.