As filed with the Commission on May 30, 1996.
REGISTRATION NO. 333-
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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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QUALITY DINING, INC.
(Exact name of issuer as specified in its charter)
INDIANA 35-1804902
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3820 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545
(Address of Principal Executive Offices) (Zip Code)
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QUALITY DINING, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
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DANIEL B. FITZPATRICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
3820 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)
COPIES TO:
JAMES A. ASCHLEMAN, ESQ.
BAKER & DANIELS
300 NORTH MERIDIAN STREET, SUITE 2700
INDIANAPOLIS, INDIANA 46204
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
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Common Stock 500,000 shares $38.625 (2) $19,312,500 (2) $6,660 (2)
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(1) It is impracticable to state the maximum offering price. Shares offered
pursuant to incentive stock options granted under the Plan are to be offered at
not less than the market value on the date options are granted, and shares
offered pursuant to nonqualified stock options granted under the Plan may be
offered at any price.
(2) Calculated pursuant to Rule 457(c) solely for the purpose of computing
the registration fee, upon the average of the high and low prices of the Common
Stock as reported by the Nasdaq National Market System on May 23, 1996, which
was $38.625 per share.
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The Registrant's Registration Statement on Form S-8 (Registration No.
33-84698) is incorporated herein by reference.
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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 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 the 29th day of May,
1996.
QUALITY DINING, INC.
By /s/ Daniel B. Fitzpatrick
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Daniel B. Fitzpatrick, President and
Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature appears below
hereby constitutes Daniel B. Fitzpatrick such person's true and lawful attorney,
with full power to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorney to any and all amendments.
Signature Title Date
- ------------------------------ --------------------------------- ------------
/s/ Daniel B. Fitzpatrick President, Chief Executive May 29, 1996
- ------------------------------ Officer and Director
Daniel B. Fitzpatrick (Principal Executive Officer)
/s/ Michael G. Sosinski Chief Financial Officer, May 29, 1996
- ------------------------------ Treasurer and Director
Michael G. Sosinski (Principal Financial Officer
and Principal Accounting Officer)
/s/ Arthur J. Decio Director May 29, 1996
- ------------------------------
Arthur J. Decio
/s/ James K. Fitzpatrick Director May 29, 1996
- ------------------------------
James K. Fitzpatrick
/s/ Steven M. Lewis Director May 29, 1996
- ------------------------------
Steven M. Lewis
/s/ Christopher J. Murphy III Director May 29, 1996
- ------------------------------
Christopher J. Murphy III
/s/ Ezra H. Friedlander Director May 29, 1996
- ------------------------------
Ezra H. Friedlander
/s/ William R. Schonsheck Director May 29, 1996
- ------------------------------
William R. Schonsheck
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[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 filed by Quality Dining, Inc. of our report dated December 22, 1995,
on our audits of the consolidated financial statements of Quality Dining, Inc.
and subsidiaries as of October 29, 1995 and October 30, 1994, and for the fifty-
two week periods ended October 29, 1995 and October 30, 1994 and the fifty-three
week period ended October 31, 1993.
/s/ COOPERS & LYBRAND L.L.P.
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COOPERS & LYBRAND L.L.P.
South Bend, Indiana
May 28, 1996
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INDEX TO EXHIBITS
Page No.
Exhibit This
No. Description of Exhibit Filing
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4-A /1/ Restated Articles of Incorporation of Registrant..........................
4-B /2/ By-Laws of Registrant, as last amended January 25, 1996...................
4-C 1993 Stock Option and Incentive Plan of Registrant,
as amended to date........................................................
4-D /3/ Outside Directors Stock Option Plan of Registrant.........................
5 Opinion of Baker & Daniels, counsel for Registrant, as to the
legality of the securities being registered. .............................
23(A) The written consent of Coopers & Lybrand L.L.P. is contained in this
Registration Statement at page 4.
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/1/ The copy of this exhibit filed as exhibit number 3-A to the Company's
Registration Statement on Form S-1 (Registration No. 33-73826) is
incorporated by reference.
/2/ The copy of this exhibit filed as exhibit number 3-B to the Company's
Annual Report on Form 10-K for the year ended October 29, 1995 is
incorporated by reference.
/3/ The copy of this exhibit filed as exhibit number 10-J to the Company's
Registration Statement on Form S-1 (Registration No. 33-73826) is
incorporated by reference.
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