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As filed with the Securities and Exchange Commission on March 16, 1998
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LOGAN'S ROADHOUSE, INC.
(Exact Name of Registrant as Specified in its Charter)
Tennessee 62-1602074
(State or Other Juris- (I.R.S. Employer
diction of Incorporation Identification No.)
or Organization)
565 Marriott Drive, Suite 490
Nashville, Tennessee 37214
(Address of Principal Executive Offices)
(Zip Code)
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LOGAN'S ROADHOUSE, INC.
1995 INCENTIVE STOCK PLAN
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plans)
Edwin W. Moats, Jr. Copies to:
Logan's Roadhouse, Inc. J. Chase Cole, Esq.
565 Marriott Drive, Suite 490 Waller Lansden Dortch & Davis,
Nashville, Tennessee 37214 A Professional Limited Liability Company
(Name and Address of Agent for Service) 2100 Nashville City Center
(615) 885-9056 511 Union Street
(Telephone Number, Including Area Code, Nashville, Tennessee 37219-1760
of Agent for Service)
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price Registration Fee
====================================================================================================================
Common Stock, $.01 par 680,591 shares $14.59 $9,928,858 $2,929
value (1)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 102,500 shares $15.38 $1,576,250 $465
value (2)
- --------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 249,923 shares $22.44 (4) $5,607,647 $1,655
value (3)
- --------------------------------------------------------------------------------------------------------------------
Total 1,033,014 shares -- $17,112,755 $5,049
- --------------------------------------------------------------------------------------------------------------------
(1) Represents 680,591 shares reserved for issuance at the weighted average
exercise price of $14.59 per share pursuant to options previously
granted under the 1995 Incentive Stock Plan.
(2) Represents 102,500 shares reserved for issuance at the weighted average
exercise price of $15.38 per share pursuant to options previously
granted under the 1995 Non-Employee Director Stock Option Plan.
(3) Represents 209,527 and 40,396 shares reserved for issuance pursuant to
future grants of stock options under the 1995 Incentive Stock Plan and
the 1995 Non-Employee Director Stock Option Plan, respectively.
(4) Estimated solely for purposes of determining the amount of the
registration fee, in accordance with Rules 457(h)(1) and (c) under the
Securities Act of 1933, as amended, and based upon the average of the
bid and asked price as reported on the Nasdaq Stock Market's National
Market on March 9, 1998.
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EXPLANATORY NOTE
The Reoffer Prospectus which is filed as a part of this
Registration Statement has been prepared in accordance with the requirements of
Part I of Form S-3 and may be used for reoffers or resales of shares of Common
Stock, par value $.01 per share (the "Common Stock"), of Logan's Roadhouse,
Inc., a Tennessee corporation (the "Company"), acquired by "affiliates" (as such
term is defined in Rule 405 promulgated under the Securities Act of 1933, as
amended (the "Securities Act")) and by holders of shares of Common Stock issued
under certain employee benefit plans of the Company which shares constitute
"restricted securities" as defined in Rule 144(a)(3) under the Securities Act,
pursuant to the exercise of options under the Company's 1995 Incentive Stock
Plan, as amended, and the 1995 Non-Employee Director Stock Option Plan, as
amended.
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Reoffer Prospectus
1,033,014 SHARES
LOGAN'S ROADHOUSE, INC.
COMMON STOCK
This Reoffer Prospectus (the "Prospectus") is being used in
connection with the reoffer or resale of shares of Common Stock, par value $.01
per share (the "Common Stock"), of Logan's Roadhouse, Inc., a Tennessee
corporation (the "Company"), by certain "affiliates" (as such term is defined in
Rule 405 promulgated under the Securities Act of 1933, as amended (the
"Securities Act")) and employees of the Company (the "Selling Shareholders") who
hold shares of Common Stock issued under the Company's 1995 Incentive
Stock Plan, as amended (the "Incentive Plan") and 1995 Non-Employee Director
Stock Option Plan, as amended (the "Director Plan") (collectively, the "Plans"),
which shares constitute "restricted securities" as defined in Rule 144(a)(3)
promulgated under the Securities Act.
The shares may be offered by the Selling Shareholders from
time to time in transactions through the Nasdaq Stock Market's National Market
(the "Nasdaq National Market"), in negotiated transactions, through the writing
of options on the shares, or a combination of such methods of sale, at prices
related to prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for whom such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
None of the proceeds from the sale of the shares by any of the
Selling Shareholders will be received by the Company. The Company has agreed to
bear all expenses (other than underwriting discounts and selling commissions,
and fees and expenses of counsel and other advisors to the Selling Shareholders)
in connection with the registration of the shares being offered by such Selling
Shareholders.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------
March 16, 1998
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TABLE OF CONTENTS
PAGE
AVAILABLE INFORMATION.............................................................................................3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................................................................4
LOGAN'S ROADHOUSE, INC............................................................................................5
USE OF PROCEEDS...................................................................................................5
SELLING SHAREHOLDERS..............................................................................................6
PLAN OF DISTRIBUTION..............................................................................................7
LEGAL MATTERS.....................................................................................................7
EXPERTS...........................................................................................................7
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). The Company has furnished and intends to furnish
reports to its shareholders, which will include financial statements audited by
its independent certified public accounts, and such other reports as it may
determine to furnish or as required by law, including Sections 13(a) and 15(d)
of the Exchange Act. Proxy statements, reports and other information concerning
the Company can be inspected and copied at the Commission's office at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional offices
located in the Northwestern Atrium Center, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains an Internet Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically, and the address of such site is
http://www.sec.gov. The Company's Common Stock is listed on the Nasdaq National
Market. Proxy statements, reports and other information concerning the Company
can be inspected and copied at the offices of the Nasdaq Stock Market located at
1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed a registration statement (the
"Registration Statement") on Form S-8 with respect to the Common Stock offered
hereby with the Commission under the Securities Act. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as permitted
by the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any agreement, instrument or other document
referred to are not necessarily complete. With respect to each such agreement,
instrument or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERINGS HEREIN CONTAINED AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING SHAREHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the
Company are incorporated herein by reference as of the dates thereof:
(1) Annual Report on Form 10-KSB for the fiscal year ended
December 29, 1996;
(2) Quarterly Report on Form 10-Q for the quarter ended April
20, 1997;
(3) Quarterly Report on Form 10-Q for the quarter ended July
13, 1997;
(4) Quarterly Report on Form 10-Q for the quarter ended
October 5, 1997;
(5) Prospectus filed pursuant to Rule 424(b) of the
Securities Act on July 24, 1997; and
(6) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, filed
pursuant to Section 12 of the Exchange Act on July 11,
1995; and
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents. Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to David J.
McDaniel, Logan's Roadhouse, Inc., 565 Marriott Drive, Suite 490, Nashville,
Tennessee 37214 (telephone number 615-885-9056).
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LOGAN'S ROADHOUSE, INC.
The Company operates and, in certain markets, franchises
Logan's Roadhouse restaurants, all of which feature steaks, ribs, chicken and
seafood dishes in a distinctive atmosphere reminiscent of an American roadhouse.
The Logan's Roadhouse concept is designed to appeal to a broad range of
customers by offering generous portions of moderately-priced, high quality food
in a very casual, relaxed dining environment that is lively and entertaining.
The restaurants are open seven days a week for lunch and dinner and offer full
bar service. The Logan's Roadhouse menu is designed to appeal to a wide variety
of tastes, emphasizing extra-aged, hand-cut USDA choice steaks and signature
dishes such a fried green tomatoes, baked sweet potatoes and made-from-scratch
yeast rolls.
The Company's principal executive offices are located at 565
Marriott Drive, Suite 490, Nashville, Tennessee 37214 and its telephone number
is (615) 885-9056.
USE OF PROCEEDS
All of the shares of Common Stock are being offered by the
Selling Shareholders. The Company will not receive any proceeds from the sale of
shares of Common Stock by any of the Selling Shareholders.
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SELLING SHAREHOLDERS
The following table shows (i) the name of each of the Selling
Shareholders who may be considered "affiliates" of the Company within the
meaning of the Securities Act (the "Affiliates"); (ii) the number of shares of
Common Stock owned by each Affiliate as of February 28, 1998; (iii) the number
of such shares of Common Stock covered by this Prospectus; and (iv) the amount
and the percentage of the Common Stock to be owned by each Affiliate after
completion of this offering, assuming the sale of all shares of Common Stock
covered by this Prospectus:
SHARES OWNED SHARES PERCENTAGE
POTENTIAL AS OF SHARES OWNED OF
SELLING SHAREHOLDER FEB. 28, 1998 (1) OFFERED AFTER OFFERING CLASS (2)
------------------- ----------------- ------- -------------- ---------
Edwin W. Moats, Jr.(3) 473,762 190,000 283,762 3.97%
David J. McDaniel 91,500 85,500 6,000 *
Ralph W. McCracken 67,875 67,500 375 *
Peter Kehayes 75,000 75,000 0 *
George S. Waltman 61,100 60,500 600 *
Gary T. Baker 23,500 20,500 3,000 *
Jerry O. Bradley 22,000 20,500 1,500 *
Thomas B. Collins 24,400 20,500 3,900 *
Thomas E. Ervin 23,500 20,500 3,000 *
Ted H. Welch 23,500 20,500 3,000 *
- ---------------
* Indicates less than 1% ownership.
(1) Includes shares of Common Stock underlying options granted to such Selling
Shareholders under the Incentive Plan and the Director Plan, whether or not
exercisable as of or within 60 days of February 28, 1998.
(2) Computation based upon 7,144,829 shares outstanding on February 28, 1998.
(3) Includes 3,000 shares beneficially owned by Mr. Moats's sons. Mr. Moats
disclaims beneficial ownership of such shares.
The preceding table reflects all Affiliates who are eligible
to reoffer and resell Common Stock, whether or not they have a present intent to
do so. At the date of this Prospectus, the Company does not know the names of
any persons who intend to resell shares of Common Stock of the Company acquired
pursuant to the Plans. There can be no assurance that any of the Selling
Shareholders will sell any or all of the Common Stock offered by them hereunder.
The Selling Shareholders will be either (a) employees or executive officers of
the Company or its subsidiaries who have been or may be granted options to
purchase the Company's Common Stock under the Incentive Plan or (b) non-employee
directors of the Company who have been or may be granted options to purchase
shares of the Company's Common Stock under the Director Plan. The Company will
supplement this Prospectus with the names of the Selling Shareholders not shown
in the table above and the amount of shares of Common Stock to be reoffered by
them as that information becomes known, unless such Selling Shareholders are not
"affiliates" of the Company within the meaning of the Securities Act and are
selling no more than the lesser of 1,000 shares or one percent of the shares
issuable under the applicable Plan.
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PLAN OF DISTRIBUTION
The shares of Common Stock being offered by the Selling Shareholders
are offered for their own accounts. The Company will not receive any of the
proceeds from any eventual sales of such shares of Common Stock. The shares may
be offered by the Selling Shareholders from time to time in transactions through
the Nasdaq National Market, in negotiated transactions, through the writing of
options on the shares, or a combination of such methods of sale, at prices
related to prevailing market prices, or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the
purchasers of the shares for which such broker-dealers may act as agent or to
whom they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).
LEGAL MATTERS
Certain legal matters with respect to the validity of the shares of
Common Stock offered hereby have been passed upon by Waller Lansden Dortch &
Davis, A Professional Limited Liability Company, Nashville, Tennessee, counsel
to the Company.
EXPERTS
The financial statements of the Company as of December 29, 1996 and
December 31, 1995, and for each of the years in the three-year period ended
December 29, 1996, have been incorporated herein by reference in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of such firm as experts
in accounting and auditing.
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1,033,014 SHARES
LOGAN'S ROADHOUSE, INC.
COMMON STOCK
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents incorporated by reference into Item 3 of Part II of this
Registration Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are specifically incorporated by
reference into the information that this Registration Statement incorporates)
are incorporated by reference into the Section 10(a) prospectus, and are
available, without charge, to the participants upon written or oral request to
David J. McDaniel, Logan's Roadhouse, Inc., 565 Marriott Drive, Suite 490,
Nashville, Tennessee 37214 (telephone number 615-885-9056).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company are
incorporated herein by reference as of the dates thereof:
(1) Annual Report on Form 10-KSB for the fiscal year ended
December 29, 1996;
(2) Quarterly Report on Form 10-Q for the quarter ended April
20, 1997;
(3) Quarterly Report on Form 10-Q for the quarter ended July
13, 1997;
(4) Quarterly Report on Form 10-Q for the quarter ended
October 5, 1997;
(5) Prospectus filed pursuant to Rule 424(b) of the Securities Act
on July 24, 1997; and
(6) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed pursuant to Section
12 of the Exchange Act on July 11, 1995.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act 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 into this Registration Statement and to be a part
hereof from the date of filing such documents. Any statements contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which is also incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The TBCA provides that a corporation may indemnify any of its
directors against liability incurred in connection with a proceeding if (i) the
director acted in good faith, (ii) in the case of conduct in his or her official
capacity with the corporation, the director reasonably believed such conduct was
in the corporation's best interest, (iii) in all other cases, the director
reasonably believed that his or her conduct was not opposed to the best interest
of the corporation, and (iv) in connection with any criminal proceeding, the
director had no reasonable cause to believe that his or her conduct was
unlawful. In actions brought by or in the right of the corporation, however, the
TBCA provides that no indemnification may be made if the director was adjudged
to be liable to the corporation. In cases where the director is wholly
successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as a director of a corporation, the TBCA
mandates that the corporation indemnify the director against reasonable expenses
incurred in the proceeding. The TBCA also provides that in connection with any
proceeding charging improper benefit to a director, no indemnification may be
made if such director is adjudged liable on the basis that personal benefit was
improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that a director be
indemnified for reasonable expense if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
(b) Paragraph 8 of the Registrant's Amended and Restated Charter and
Article 8 of the Registrant's Bylaws provide as follows:
(i) The Company shall indemnify, and upon request shall advance
expenses to, in the manner and to the full extent permitted by law, any
officer or director (or the estate of any such person) who was or is a
party to, or is threatened to be made a party to, any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative, investigative or otherwise, by reason of the
fact that such person is or was a director or officer of the Company,
or is or was serving at the request of the Company as a director,
officer, partner, trustee or employee of another corporation,
partnership, joint venture, trust or other enterprise (an
"indemnitee"). The Company may, to the full extent permitted by law,
purchase and maintain insurance on behalf of any such person against
any liability which may be asserted against him or her. To the full
extent permitted by law, the indemnification and advances provided for
herein shall include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement. The indemnification provided
herein shall not be deemed to limit the right of the Company to
indemnify any other person for any such expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement to the full
extent permitted by law, both as to action in his official capacity and
as to action in another capacity while holding such office.
Notwithstanding the foregoing, the Company shall not indemnify any such
indemnitee (1) in any proceeding by the Company against such
indemnitee; or (2) if a judgment or other final adjudication adverse to
the indemnitee establishes his liability for (A) any breach of the duty
of loyalty to the Company or its
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shareholders, (B) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or (C) unlawful
distributions under Section 48-18-304 of the Act.
(ii) The rights to indemnification and advancement of expenses
set forth in Article 8(i) above are intended to be greater than those
which are otherwise provided for in the Act, are contractual between
the Company and the person being indemnified, his heirs, executors and
administrators, and with respect to Article 8(i), are mandatory,
notwithstanding a person's failure to meet the standard of conduct
required for permissive indemnification under the Act, as amended from
time to time. The rights to indemnification and advancement of expenses
set forth in Article 8(i) above are nonexclusive of other similar
rights which may be granted by law, the Charter, the Bylaws, a
resolution of the board of directors or shareholders of the Company, or
an agreement with the Company, which means of indemnification and
advancement of expenses are hereby specifically authorized.
(iii) Any repeal or modification of the provisions of this
Article 8, either directly or by the adoption of an inconsistent
provision of the Charter or the Bylaws, shall not adversely affect any
right or protection set forth herein existing in favor of a particular
individual at the time of such repeal or modification. In addition, if
an amendment to the Act limits or restricts in any way the
indemnification rights permitted by law as of the date hereof, such
amendment shall apply only to the extent mandated by law and only to
activities of persons subject to indemnification under this Article 8
which occur subsequent to the effective date of such amendment.
(c) The Company has obtained insurance which provides general coverage
for its directors and executive officers in amounts of $3,000,000 per claim and
$3,000,000 for annual aggregate claims. In addition, the Company has obtained
insurance coverage for its directors and executive officers in amounts of
$5,000,000 per claim and $5,000,000 for annual aggregate claims with respect to
the Company's initial public offering of its Common Stock.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Shares of Common Stock previously issued under either the Incentive
Plan or the Director Plan, including the granting of options to purchase shares
of Common Stock, were so issued or granted in reliance upon Section 4(2) of the
Securities Act and, in some cases, Rule 701 promulgated under the Securities
Act.
ITEM 8. EXHIBITS.
* 4.1 Section 8 of the Amended and Restated Charter of the Registrant
* 4.2 Specimen of Common Stock certificate
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company
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23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on page II-6)
99.1 Registrant's 1995 Incentive Stock Plan, as amended
99.2 Registrant's 1995 Non-Employee Director Stock Option Plan, as amended
- --------------------
* Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (Registration No. 33-92976-A).
ITEM 9. UNDERTAKINGS.
(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.
(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 (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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
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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.
(c) 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.
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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 Nashville, State of Tennessee, on this 16th day of
March, 1998.
LOGAN'S ROADHOUSE, INC.
By: /s/ Edwin W. Moats, Jr.
-----------------------------------------
Edwin W. Moats, Jr.
Chairman, Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Edwin W. Moats, Jr., and David J. McDaniel, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution for him in his name, place and stead, in any and all capacities, to
sign any amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
Name Title Date
---- ----- ----
/s/ Edwin W. Moats, Jr. Chairman of the Board, March 16, 1998
- --------------------------- Chief Executive Officer and
Edwin W. Moats, Jr. President (principal executive officer)
II-6
17
/s/ David J. McDaniel Chief Financial Officer March 16, 1998
- --------------------------- (principal financial
David J. McDaniel and accounting officer)
/s/ Gary T. Baker Director March 6, 1998
- --------------------------
Gary T. Baker
/s/ Jerry O. Bradley Director March 6, 1998
- ---------------------------
Jerry O. Bradley
/s/ B. Tom Collins Director March 10, 1998
- ------------------------
B. Tom Collins
/s/ Thomas E. Ervin Director March 9, 1998
- -------------------------
Thomas E. Ervin
/s/ Ted H. Welch Director March 6, 1998
- -------------------
Ted H. Welch
II-7
18
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
* 4.1 Section 8 of the Amended and Restated Charter of the Registrant
* 4.2 Specimen of Common Stock certificate
5 Opinion of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Waller Lansden Dortch & Davis, A Professional Limited
Liability Company (included in Exhibit 5 to this Registration
Statement)
24 Power of Attorney (included on page II-6)
99.1 Registrant's 1995 Incentive Stock Plan, as amended
99.2 Registrant's 1995 Non-Employee Director Stock Option Plan, as amended
- --------------------
* Incorporated by reference to the Registrant's Registration Statement
on Form SB-2 (Registration No. 33-92976-A).