QUALITY DINING, INC.
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
(219) 271-4600
VIA EDGAR
November 14, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:Registration Statement on Form S-8 of Quality Dining,
Inc.
Gentlemen:
Enclosed for filing, via direct transmission to the EDGAR
system, with the Commission under the Securities Act of 1933 is
the Company's Registration Statement on Form S-8.
Very truly yours,
/S/ JOHN C. FIRTH
____________________________
John C. Firth
Executive Vice President and
General Counsel
JCF/jc
Enclosures
As filed with the Securities and
Exchange Commission on November 14, 2000 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 35-1804902
(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. 1999
OUTSIDE DIRECTORS STOCK OPTION 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 Amount to Proposed Proposed Amount of
Securities be maximum maximum registration
to be registered(1) offering aggregate on fee
registered price per offering
share (2) price (2)
- ----------- ----------- ---------- ---------- ---------
Common Stock, 80,000 $ 2.66(3) $ 212,800(3) $ 56.18(3)
no 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 non-qualified stock options granted
under the Quality Dining, Inc. 1999 Outside Directors Stock
Option 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) and (h) 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 November 10, 2000, which was $2.66 per share.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The Section 10(a) prospectus for the Quality Dining, Inc.
1999 Outside Directors Stock Option 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 31, 1999 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 filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which
deregisteres all such securities then remaining unsold, 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 directors' and
officers' liability and company reimbursement policies in the
aggregate amount of $5,000,000, which insure 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
The Registrant. 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 November 13, 2000.
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
Christopher L. Collier, 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 Christopher L. Collier, 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 11/13/00
__________________________ Executive Officer and Director
Daniel B. Fitzpatrick (Principal Executive Officer)
/s/ Christopher L. Collier Vice President, Finance 11/13/00
__________________________ (Principal Financial Officer)
Christopher L. Collier
/s/ Jeanne M. Yoder Vice President and Controller 11/13/00
__________________________ (Principal Accounting Officer)
Jeanne M. Yoder
/s/ James K. Fitzpatrick Senior Vice President, 11/13/00
__________________________ Chief Development Officer
James K. Fitzpatrick and Director
/s/ Philip J. Faccenda Director 11/13/00
__________________________
Philip J. Facenda
/s/ Ezra H. Friedlander Director 11/13/00
__________________________
Ezra H. Friedlander
/s/ Bruce M. Jacobson Director 11/13/00
__________________________
Bruce M. Jacobson
/s/ Steven M. Lewis Director 11/13/00
__________________________
Steven M. Lewis
/s/ Christopher J. Murphy III Director 11/13/00
__________________________
Christopher J. Murphy III
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 Annual Report on Form 10-K for the year
ended October 31, 1999, is incorporated herein by
reference.)
4.3 Quality Dining, Inc. 1999 Outside Directors Stock
Option Plan. (The copy of this Exhibit filed as
Exhibit 10-O to the Company's Annual Report on
Form 10-K for the year ended October 31, 1999, is
incorporated herein by reference.)
5 Opinion of Baker & Daniels regarding legality of
the securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
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).
EXHIBIT 5
BAKER & DANIELS
300 NORTH MERIDIAN STREET
SUITE 2700
INDIANAPOLIS, INDIANA 46204
(317) 237-0300
November 13, 2000
Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the corporate records and proceedings of
Quality Dining, Inc., an Indiana corporation ("Company"), with
respect to (a) the organization of the Company, and (b) the legal
sufficiency of all corporate proceedings of the Company taken in
connection with the authorization, reservation for issuance,
validity and nonassessability of the 80,000 shares of common
stock of the Company, no par value ("Common Stock"), that may be
issued under the Company's 1999 Outside Directors Stock Option
Plan (the "Plan"), pursuant to the Company's Registration
Statement on Form S-8 ("Registration Statement"), in connection
with which this opinion is given.
Based upon such examination, we are of the opinion that:
1. The Company is a duly organized and validly existing
corporation under the laws of the State of Indiana.
2. When the Registration Statement shall have become
effective and the shares of Common Stock offered pursuant thereto
have been issued and sold in accordance with the terms of the
Plan such shares will be validly authorized, legally issued, and
fully paid and nonassessable.
Our opinion expressed above is limited to the federal law of
the United States and the law of the State of Indiana.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not
thereby concede that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933
or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ BAKER & DANIELS
__________________
EXHIBIT 23.1
Consent of Independent Accountants
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Quality Dining, Inc. on Form S-8 of our report dated
December 15, 1999, on our audits of the consolidated financial
statements of Quality Dining, Inc. as of October 31, 1999 and
October 25, 1998, and for the fifty-three week period ended
October 31, 1999, and fifty-two week periods ended October 25,
1998 and October 26, 1997, which report is included in the Annual
Report on Form 10-K.
PricewaterhouseCoopers LLP
Chicago, Illinois
November 14, 2000