AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 18, 1998

REGISTRATION STATEMENT NO. 333-62775
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---------------

AMENDMENT NO. 1

TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

---------------

NE RESTAURANT COMPANY, INC.
AND THE GUARANTORS LISTED IN SCHEDULE A
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

---------------

SEE SCHEDULE A SEE SCHEDULE A SEE SCHEDULE A
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION INDUSTRIAL IDENTIFICATION NUMBER)
OF INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NO.)

---------------

80A TURNPIKE ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-9200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

DENNIS PEDRA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
NE RESTAURANT COMPANY, INC.
80A TURNPIKE ROAD
WESTBOROUGH, MASSACHUSETTS 01581
(508) 870-9200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

WITH A COPY TO:

DAVID H. KAUFMAN, ESQ.
STROOCK & STROOCK & LAVAN LLP
180 MAIDEN LANE
NEW YORK, NEW YORK 10038

---------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- -------------------------------------------------------------------------------

10 3/4% Senior Notes due
2008................... $100,000,000 100% $100,000,000 $29,500(2)
- -------------------------------------------------------------------------------
Guarantees of the 10
3/4% Senior Notes due
2008................... $100,000,000 N/A N/A (3)

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f).

(2) Paid upon the initial filing of the Registration Statement on September 2,
1998.

(3) This Registration Statement covers the Guarantees to be issued under the
10 3/4% Senior Notes due 2008. Such Guarantees are to be issued for no
additional consideration and therefore no registration fee is required.

---------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SCHEDULE A

STATE OR OTHER JURISDICTION PRIMARY STANDARD
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION I.R.S. EMPLOYER
REGISTRANT ORGANIZATION CODE NO. IDENTIFICATION NUMBER
---------- --------------------------- ------------------------- ---------------------

NE Restaurant Company,
Inc.................... Delaware 5812 06-1311266

STATE OR OTHER JURISDICTION PRIMARY STANDARD
OF INCORPORATION OR INDUSTRIAL CLASSIFICATION I.R.S. EMPLOYER
GUARANTORS ORGANIZATION CODE NO. IDENTIFICATION NUMBER
---------- --------------------------- ------------------------- ---------------------

Bertucci's, Inc......... Massachusetts 5812 04-2947209
Bertucci's Restaurant
Corp................... Massachusetts 5812 04-2844750
Bertucci's Securities
Corporation............ Massachusetts 6719 04-3132772
Berestco, Inc........... Massachusetts 9999 04-3173720
Sal & Vinnie's Sicilian
Steakhouse, Inc........ Massachusetts 5812 04-3260622
Bertucci's of Anne
Arundel County, Inc.... Maryland 5812 52-1854761
Bertucci's of Columbia,
Inc.................... Maryland 5812 52-1854758
Bertucci's of Baltimore
County, Inc............ Maryland 5812 52-1819001
Bertucci's of Bel Air,
Inc.................... Maryland 5812 52-1854759
Bertucci's of White
Marsh, Inc............. Maryland 5812 52-1854760

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

EXHIBIT
NO. DESCRIPTION
------- -----------

2.1* Agreement and Plan of Merger, dated as of May 13, 1998 among
Bertucci's, Inc., NE Restaurant Company, Inc. ("NERCO") and NERC
Acquisition Corp.
3.1* Certificate of Incorporation of NERCO.
3.2* Certificate of Amendment of Certificate of Incorporation of NERCO,
dated August 1, 1998.
3.3* Certificate of Amendment of Certificate of Incorporation of NERCO,
dated August 20, 1998.
3.4* By-laws of NERCO.
4.1* Indenture, dated July 20, 1998 between NERCO and United States Trust
Company of New York ("U.S. Trust") as Trustee (including the form of
10 3/4% Senior Note due July 15, 2008).
4.2* Supplemental Indenture, dated as of July 21, 1998 by and among
Bertucci's, Inc., Bertucci's Restaurant Corp., Bertucci's Securities
Corporation, Berestco, Inc., Sal & Vinnie's Sicilian Steakhouse, Inc.,
Bertucci's of Anne Arundel County, Inc., Bertucci's of Columbia, Inc.,
Bertucci's of Baltimore County, Inc., Bertucci's of Bel Air, Inc. and
Bertucci's of White Marsh, Inc. (collectively, the "Guarantors"),
NERCO and U.S. Trust.
4.3* Purchase Agreement, dated July 13, 1998 by and among NERCO, Chase
Securities Inc. and BancBoston Securities Inc.
4.4* Amendment No. 1 to the Purchase Agreement, dated July 21, 1998 by and
among NERCO, Chase Securities Inc., BancBoston Securities Inc. and the
Guarantors.
4.5* Exchange and Registration Rights Agreement, dated July 20, 1998 by and
among NERCO, Chase Securities Inc. and BancBoston Securities Inc.
4.6* Amendment No. 1 to Exchange and Registration Rights Agreement, dated
July 21, 1998 by and among NERCO, Chase Securities Inc., BancBoston
Securities Inc. and the Guarantors.
4.7* Form of Stockholders Agreement, dated as of December 31, 1993 between
the stockholders of NERCO and NERCO.
4.8* Form of Stockholders Agreement, dated September 15, 1997 by and among
certain stockholders of NERCO and NERCO.
5.1** Opinion of Stroock & Stroock & Lavan LLP as to the legality of the
Exchange Notes.
10.1* 1997 Equity Incentive Plan of NERCO, dated September 15, 1997 for
certain key employees and directors of NERCO.
10.2** Form of NE Restaurant Company, Inc. 401(k) Profit Sharing Plan, dated
January 1, 1996.
10.3** Form of NE Restaurant Company Deferred Compensation Plan for certain
eligible executives of NERCO.
10.4* Employment Agreement by and between NE Restaurant Company Limited
Partnership, NE Restaurant (Glastonbury) Limited Partnership and NE
Restaurant (Cambridge) Limited Partnership (collectively, the
"Partnerships"), the respective general partners of the Partnerships,
NERCO, NE Restaurant (Connecticut), Inc. and NE Restaurant
(Cambridge), Inc. and Dennis D. Pedra, dated September 30, 1991 (the
"Pedra Employment Agreement").
10.5* Employment Agreement by and between NE Restaurant Company Limited
Partnership, NE Restaurant (Glastonbury) Limited Partnership and NE
Restaurant (Cambridge)
Limited Partnership (collectively, the "Partnerships"), the respective
general partners of the Partnerships, NERCO, NE Restaurant
(Connecticut), Inc. and NE Restaurant (Cambridge), Inc. and Paul V.
Hoagland, dated September 30, 1991 (the "Hoagland Employment
Agreement").
10.6* Amendment to the Pedra Employment Agreement, dated December 31, 1993.
10.7* Amendment to the Hoagland Employment Agreement, dated December 31,
1993.
10.8** Form of Chili's Grill & Bar Restaurant Development Agreement, dated
May 17, 1994 between Brinker International, Inc. and NERCO.
10.9** On The Border Restaurant Development Agreement, dated June 23, 1997
between Brinker International, Inc. and NERCO (including form of
Franchise Agreement).
10.10** Lease of Headquarters of the Company at 80A Turnpike Road,
Westborough, Massachusetts, dated September 30, 1997, as amended on
March 25, 1998.

II-1

EXHIBIT
NO. DESCRIPTION
------- -----------

10.11* Form of Credit Agreement among BankBoston, N.A., Chase Bank of
Texas, N.A., NERCO, the Guarantors and Bertucci's of Montgomery
County, Inc., dated as of July 21, 1998.
10.12* Form of Management Incentive Agreement.
10.13** Loan Agreement, dated August 6, 1997 by and between FFCA
Acquisition Corporation and NERC Limited Partnership.
10.14** First Amendment to Loan Agreement, dated August 6, 1997 by and
between FFCA Acquisition Corporation and NERC Limited
Partnership.
10.15** Form of Promissory Note between FFCA Acquisition Corporation and
NERC Limited Partnership.
10.16** Custom Distribution Agreement between Bertucci's Restaurant
Corp., Inc. and Ferraro Foods, Inc., dated May 13, 1998.
10.17** Distribution Agreement between NE Restaurant Company, Inc. and
Alliant Foodservice, Inc., dated June 25, 1997.
10.18** Form of Amendment to NE Restaurant Company, Inc. 401(k) Profit
Sharing Plan, dated April 29, 1996.
10.19** Form of Amendment of Chili's Grill & Bar Restaurant Development
Agreement, dated as of June 1, 1997 by and between Brinker
International, Inc. and NE Restaurant Company, Inc.
10.20** Form of Chili's Grill & Bar Restaurant Franchise Agreement
between Brinker International, Inc. and NE Restaurant Company,
Inc.
10.21** Financial Advisory Services Agreement, dated July 21, 1998 by
and between the Company and Jacobson Partners.
10.22** Loan Agreement, dated June 30, 1998 by and between FFCA
Acquisition Corporation and NERC Limited Partnership II.
10.23** Form of Promissory Note between FFCA Acquisition Corporation and
NERC Limited Partnership II.
12.1* Statement Regarding Computation of Ratio of Earnings to Fixed
Charges.
21.1* Subsidiaries of Registrant.
23.1** Consent of Arthur Andersen LLP.
23.2** Consent of Stroock & Stroock & Lavan LLP (included in Exhibit
5.1).
24.1* Power of Attorney of certain officers and directors of NERCO
(included in signature page).
25.1** Form T-1 Statement of Eligibility of U.S. Trust to act as
Trustee under the Indenture.
27.1** Financial Data Schedule of NERCO.
27.2** Financial Data Schedule of Bertucci's, Inc.
99.1** Form of Letter of Transmittal.
99.2** Form of Notice of Guaranteed Delivery.
99.3** Form of Letter to Nominees.
99.4** Form of Letter to Clients.
99.5** Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.

- --------

* Previously filed

** Filed herewith

II-2

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-4
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF NEW YORK, STATE OF NEW YORK, ON SEPTEMBER 18, 1998.

NE RESTAURANT COMPANY, INC.
("NERCO") AND THE GUARANTORS LISTED
ON ANNEX A-1

*
By: _________________________________
NAME:
PAUL HOAGLAND
TITLE:
VICE PRESIDENT, FINANCE OF
NERCO, BERTUCCI'S, INC.,
BERTUCCI'S RESTAURANT CORP.,
BERTUCCI'S SECURITIES
CORPORATION, BERESTCO, INC. AND
SAL & VINNIE'S SICILIAN
STEAKHOUSE, INC. AND TREASURER
OF BERTUCCI'S OF ANNE ARUNDEL
COUNTY, INC. AND BERTUCCI'S OF
COLUMBIA, INC.

THE GUARANTORS LISTED ON ANNEX A-2
(AND, TOGETHER WITH THE GUARANTORS
LISTED ON ANNEX A-1, THE
"GUARANTORS")

*
By: _________________________________
NAME:
GARY SCHWAB
TITLE:
PRESIDENT OF BERTUCCI'S OF BEL
AIR, INC. AND VICE PRESIDENT OF
BERTUCCI'S OF BALTIMORE COUNTY,
INC. AND BERTUCCI'S OF WHITE
MARSH, INC.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-4 HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON SEPTEMBER 18, 1998.

SIGNATURE CAPACITY
--------- --------

* Treasurer and Director of
______________________________________ NERCO and Bertucci's, Inc.,
BENJAMIN R. JACOBSON Chairman of the Board of
Directors and Treasurer of
each Guarantor listed on
Annex B and Director of
Bertucci's of Anne Arundel
County, Inc.

* President and Director of
______________________________________ NERCO and each Guarantor
DENNIS D. PEDRA listed on Annex C.

II-3

SIGNATURE CAPACITY
--------- --------

* Vice President-Finance,
______________________________________ Assistant Treasurer and
PAUL V. HOAGLAND Director of NERCO and
Bertucci's, Inc., Vice
President, Finance and
Director of each Guarantor
listed on Annex B, Director
of Bertucci's of Baltimore
County, Inc., Bertucci's of
White Marsh, Inc. and
Bertucci's of Bel Air,
Inc., and Treasurer,
Secretary and Director of
Bertucci's of Anne Arundel
County, Inc. and Bertucci's
of Columbia, Inc.
/s/ David A. Roosevelt Director of each Guarantor
______________________________________ listed on Annex D.
DAVID A. ROOSEVELT

* Vice President, Secretary
______________________________________ and Director of Bertucci's
GARY S. SCHWAB of Baltimore County, Inc.
and Bertucci's of White
Marsh, Inc. and President
and Director of Bertucci's
of Bel Air, Inc.

* President, Treasurer and
______________________________________ Director of Bertucci's of
PAUL J. SEIDMAN Baltimore County, Inc. and
Bertucci's of White Marsh,
Inc. and Vice President,
Treasurer and Director of
Bertucci's of Bel Air, Inc.

*By /s/ David A. Roosevelt
______________________________________
DAVID A. ROOSEVELT
ATTORNEY-IN-FACT

II-4

ANNEX A-1

Bertucci's, Inc.
Bertucci's Restaurant Corp.
Bertucci's Securities Corporation
Berestco, Inc.
Sal & Vinnie's Sicilian Steakhouse, Inc.
Bertucci's of Anne Arundel County, Inc.
Bertucci's of Columbia, Inc.

A-1

ANNEX A-2

Bertucci's of Baltimore County, Inc.
Bertucci's of Bel Air, Inc.
Bertucci's of White Marsh, Inc.

A-2

ANNEX B

Bertucci's Restaurant Corp.
Bertucci's Securities Corporation
Berestco, Inc.
Sal & Vinnie's Sicilian Steakhouse, Inc.

B-1

ANNEX C

C-1

ANNEX D

Bertucci's, Inc.
Bertucci's Restaurant Corp.
Bertucci's Securities Corporation
Berestco, Inc.
Sal & Vinnie's Sicilian Steakhouse, Inc.
Bertucci's of Anne Arundel County, Inc.

D-1

EXHIBIT INDEX

EXHIBIT
NO. DESCRIPTION
------- -----------

10.11* Form of Credit Agreement among BankBoston, N.A., Chase Bank of Texas,
N.A., NERCO, the Guarantors and Bertucci's of Montgomery County, Inc.,
dated as of July 21, 1998.
10.12* Form of Management Incentive Agreement.
10.13** Loan Agreement, dated August 6, 1997 by and between FFCA Acquisition
Corporation and NERC Limited Partnership.
10.14** First Amendment to Loan Agreement, dated August 6, 1997 by and between
FFCA Acquisition Corporation and NERC Limited Partnership.
10.15** Form of Promissory Note between FFCA Acquisition Corporation and NERC
Limited Partnership.
10.16** Custom Distribution Agreement between Bertucci's Restaurant Corp.,
Inc. and Ferraro Foods, Inc., dated May 13, 1998.
10.17** Distribution Agreement between NE Restaurant Company, Inc. and Alliant
Foodservice, Inc., dated June 25, 1997.
10.18** Form of Amendment to NE Restaurant Company, Inc. 401(k) Profit Sharing
Plan, dated April 29, 1996.
10.19** Form of Amendment of Chili's Grill & Bar Restaurant Development
Agreement, dated as of June 1, 1997 by and between Brinker
International, Inc. and NE Restaurant Company, Inc.
10.20** Form of Chili's Grill & Bar Restaurant Franchise Agreement between
Brinker International, Inc. and NE Restaurant Company, Inc.
10.21** Financial Advisory Services Agreement, dated July 21, 1998 by and
between the Company and Jacobson Partners.
10.22** Loan Agreement, dated June 30, 1998 by and between FFCA Acquisition
Corporation and NERC Limited Partnership II.
10.23** Form of Promissory Note between FFCA Acquisition Corporation and NERC
Limited Partnership II.
12.1* Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
21.1* Subsidiaries of Registrant.
23.1** Consent of Arthur Andersen LLP.
23.2** Consent of Stroock & Stroock & Lavan LLP (included in Exhibit 5.1).
24.1* Power of Attorney of certain officers and directors of NERCO (included
in signature page).
25.1** Form T-1 Statement of Eligibility of U.S. Trust to act as Trustee
under the Indenture.
27.1** Financial Data Schedule of NERCO.
27.2** Financial Data Schedule of Bertucci's, Inc.
99.1** Form of Letter of Transmittal.
99.2** Form of Notice of Guaranteed Delivery.
99.3** Form of Letter to Nominees.
99.4** Form of Letter to Clients.
99.5** Form of Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.

- --------

* Previously filed

** Filed herewith