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As filed with the Securities and Exchange Commission on March 11, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
UNO RESTAURANT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 04-2953702
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132
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(Address of Principal Executive Offices) (Zip Code)
UNO RESTAURANT CORPORATION RESTRICTED STOCK PROGRAM
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(Full title of the plan)
CRAIG S. MILLER, CHIEF EXECUTIVE OFFICER
UNO RESTAURANT CORPORATION
100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132
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(Name and address of agent for service)
(617) 323-9200
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of
Securities Amount Proposed Maxi- Proposed Maxi- Amount of
to be to be mum Offering mum Aggregate Registra-
Registered Registered Price Per Share(1) Offering Price(1) tion Fee
- -------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value 25,000(2) $6.875(3) $171,875(3) $52.08
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(footnotes on next page)
EXHIBIT INDEX AT PAGE II-7
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) Such presently indeterminable number of additional shares of Common
Stock are also registered hereunder as may be issued in the event of a merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other similar change in Common Stock.
(3) Based on the average high and low prices for the Registrant's Common
Stock, $.01 par value (the "Common Stock") on March 5, 1997, as reported by the
New York Stock Exchange, Inc.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Registrant's latest Annual Report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act), or the Registrant's latest prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended, that
contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed;
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Registrant's documents referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed under the
Exchange Act with the Securities and Exchange Commission on April 1,
1991, including any amendment or report filed for the purposes of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
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The validity of the shares of Common Stock to be issued in accordance with
the Uno Restaurant Corporation Restricted Stock Program has been passed upon for
the Registrant by Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston,
Massachusetts 02111. Certain members of Brown, Rudnick, Freed & Gesmer, P.C., a
partner of Brown, Rudnick, Freed & Gesmer, are the beneficial holders of a
nominal number of shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
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DELAWARE LAW. Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation to indemnify directors, officers, employees or
agents of the corporation in civil suits if such party acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful,
as determined in accordance with the Delaware General Corporation Law. Section
145 requires indemnification if the party in question is successful on the
merits or otherwise. With respect to derivative suits, a person may not be
indemnified if he or she has been adjudged to be liable to the corporation,
unless a court determines that such person is entitled to indemnification.
Section 145 permits the advancement of expenses upon receipt of an
undertaking to repay such amount if it shall ultimately be determined that such
parties are not entitled to be indemnified.
CERTIFICATE OF INCORPORATION. The Registrant's Restated Certificate of
Incorporation, as amended, provides that, to the fullest extent permitted by
Delaware law, no director of the Registrant shall be liable to the Registrant or
its shareholders for monetary damages for breach of fiduciary duty of care as a
director. Delaware law does not permit the elimination of liability and each
director will be liable to the Registrant (i) for any breach of the director's
duty of loyalty to the
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Registrant or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) in
respect of certain unlawful dividend payments or stock redemptions or
repurchases, or (iv) for any transaction from which the director derived an
improper personal benefit. The effect of this provision in the Restated
Certificate of Incorporation is to eliminate the rights of the Registrant and
its shareholders (through shareholders' derivative suits on behalf of the
Registrant) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i)
through (iv) above. This provision does not alter the liability of directors
under the federal securities laws.
The Registrant's Restated Certificate of Incorporation also provides that
the Registrant may, to the fullest extent permitted by Delaware law, indemnify
any and all persons whom it shall have power to indemnify under Delaware law
from and against any and all of the expenses, liabilities or other matters
referred to in or covered by Delaware law. The indemnification provided in the
Restated Certificate of Incorporation is not exclusive of any other rights to
which a person indemnified may be entitled under the Registrant's bylaws, any
agreement, vote of shareholders or directors or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee or agent.
BYLAWS. The Registrant's Bylaws provide that the Registrant may
indemnify present or former directors, officers, agents or employees ("Covered
Persons") against all liabilities, including amounts paid in satisfaction of
judgments, compromises, fines or penalties and expenses ("Expenses") incurred in
connection with the defense or disposition of any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative ("Proceeding") if the Covered Person acted in good faith, and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interest of the Registrant, and with respect to any criminal action, had no
reasonable cause to believe his or her conduct was unlawful. However, no
indemnification may be made with respect to any matter as to which a Covered
Person has been adjudicated liable for negligence or misconduct in the
performance of his or her duty, unless the court deciding the action determines
that such Covered Person is entitled to indemnification.
Indemnification may be provided in connection with a Proceeding in which it
is claimed that a director or officer received an improper personal benefit by
reason of his or her position, subject to the additional limitation that it
shall not have been finally determined that an improper personal benefit was
received by the director or officer.
If any Covered Person has been wholly successful on the merits in the
defense of any Proceeding by or in the name of the Registrant or any shareholder
in his or her capacity as such, such Covered Person shall be indemnified by the
Registrant against all Expenses incurred by him in connection therewith.
The Registrant may advance attorney's fees or other Expenses reasonably
incurred by a Covered Person in defending a Proceeding upon receipt of an
undertaking to repay the amount advanced unless it is ultimately determined that
the Covered Person is not entitled to indemnification for such fees and
Expenses.
The indemnification provided by the Bylaws is not exclusive of any other
rights to which a Covered Person may be entitled by law, under the Restated
Certificate of Incorporation of the Registrant, under any indemnification
agreement with the Registrant or otherwise. The Registrant expressly has the
authority to enter into agreements as the Board of Directors deems appropriate
for the indemnification of present or future directors and officers of the
Registrant. The Registrant may purchase and maintain insurance on its behalf and
on behalf of any Covered Person against any liability asserted against such
Covered Person and incurred by him or her in any capacity, or arising out of his
or her status as such, whether or not the Registrant would have the power to
indemnify him against such liability under the Bylaws.
INDEMNIFICATION AGREEMENTS. The Registrant has entered into indemnification
agreements with each of its directors and certain officers who are not directors
and anticipates that it will enter into similar agreements with any future
directors and certain future officers who are not directors. Generally, the
indemnification agreements attempt to provide the maximum protection permitted
by Delaware law with respect to the indemnification of directors.
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The indemnification agreements provide that the Registrant will pay certain
amounts incurred by a director or officer in connection with any civil or
criminal action or proceeding and specifically including actions by or in the
name of the Registrant (derivative suits) where the individual's involvement is
by reason of the fact that he or she is or was a director or officer. Such
amounts include, to the maximum extent permitted by law, attorneys' fees,
judgments, civil or criminal fines, settlement amounts, and other expenses
customarily incurred in connection with legal proceedings. Under the
indemnification agreements, a director or officer will not receive
indemnification if he or she is found not to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Registrant. The agreements provide a number of procedures and presumptions
used to determine the director's or officer's right to indemnification, and
include a requirement that in order to receive an advancement of expenses, he or
she must submit an undertaking to repay any expenses advanced on his or her
behalf that are later determined that he or she was not entitled to receive.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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(4) Instruments defining the rights of security holders, including
indentures.
(a) Specimen Certificate of Common Stock filed as Exhibit 4(a) to the
Annual Report on Form 10-K for the fiscal year ended September
29, 1991.*
(b) Restated Certificate of Incorporation, as amended, of the
Registrant, filed as Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended April 2, 1995
(the "April 2, 1995 Form 10-Q").*
(c) Amended and Restated By-Laws of the Registrant, filed as Exhibit
3.2 to the April 2, 1995 Form 10-Q.*
(5) Opinion regarding legality.
(a) Legal Opinion of Brown, Rudnick, Freed & Gesmer.
(24) Consents of experts and counsel.
(a) Consent of Ernst & Young LLP, Independent Auditors.
(b) Consent of Brown, Rudnick, Freed & Gesmer is included within
their legal opinion filed as Exhibit (5)(a) hereof.
(25) Power of Attorney.
(99) Additional Exhibits.
(a) Uno Restaurant Corporation Restricted Stock Program
- -----------------------------
* Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to
the Securities Act of 1933, as amended, reference is made to the documents
previously filed with the Securities and Exchange Commission which
documents are hereby incorporated by reference.
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Item 9. Undertakings.
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(a) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission 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 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 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.
(e) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to, and meeting the
requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
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(h) 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 provisions described under "Item 6 ---
Indemnification of Directors and Officers" above, 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
The Registrant
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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 West Roxbury, Commonwealth of Massachusetts, on the
28th day of February, 1997.
Uno Restaurant Corporation
(Registrant)
By: /s/ Craig S. Miller
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Craig S. Miller, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
/s/ Craig S. Miller President, Chief Executive February 28, 1997
- ----------------------------- Officer, Chief Operating
Craig S. Miller Officer and Director (Principal
Executive Officer)
/s/ Robert M. Brown Treasurer, Senior Vice February 28, 1997
- ----------------------------- President - Finance, Chief Financial
Robert M. Brown Officer and Director (Principal
Financial and Accounting Officer)
/s/ Aaron D. Spencer Chairman and Director February 28, 1997
- -----------------------------
Aaron D. Spencer
- ----------------------------- Director February , 1997
S. James Coppersmith
/s/ John T. Gerlach Director February 28, 1997
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John T. Gerlach
/s/ James F. Carlin Director February 26, 1997
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James F. Carlin
/s/ Stephen J. Sweeney Director February 28, 1997
- -----------------------------
Stephen J. Sweeney
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EXHIBIT INDEX
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Exhibit
Number Page
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(4)(a) Specimen Certificate of Common Stock filed as Exhibit 4(a) to the Annual
Report on Form 10-K for the fiscal year ended September 29, 1991.
*
(4)(b) Restated Certificate of Incorporation, as amended of the Registrant, filed
as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended April 2, 1995 (the "April 2, 1995 Form 10-Q"). *
(4)(c) Amended and Restate By-Laws of the Registrant, filed as Exhibit 3.2 to the *
April 2, 1995 Form 10-Q
(5)(a) Legal Opinion of Brown, Rudnick, Freed & Gesmer. II-8
(24)(a) Consent of Ernst & Young LLP, Independent Auditors. II-12
(24)(b) Consent of Brown, Rudnick, Freed & Gesmer is included
within their legal opinion filed as Exhibit (5)(a) hereof.
(25) Power of Attorney. II-13
(99)(a) Uno Restaurant Corporation Restricted Stock Program II-14
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<FN>
* Not filed herewith. In accordance with Rule 411(c) promulgated pursuant
to the Securities Act of 1933, as amended, reference is made to the
documents previously filed with the Securities and Exchange Commission
which documents are hereby incorporated by reference.
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