As filed with the Securities and Exchange Commission on November 14, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WORLDWIDE RESTAURANT CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4307254
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
15301 VENTURA BOULEVARD (Zip Code)
BUILDING B -- SUITE 300
SHERMAN OAKS, CALIFORNIA 91403
(Address of principal executive offices)
WORLDWIDE RESTAURANT CONCEPTS, INC.
1997 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
MR. A. KEITH WALL
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
WORLDWIDE RESTAURANT CONCEPTS, INC.
15301 VENTURA BOULEVARD
BUILDING B -- SUITE 300
SHERMAN OAKS, CALIFORNIA 91403
(Name and address of agent for service)
(818) 662-9800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price Per Aggregate Offering Registration
be Registered Registered(1) Share Price(2) Fee
- ------------------------------------------------------------------------------------------------------------
Common Stock 1,000,000 $1.07 $1,070,000 $267.50
- ------------------------------------------------------------------------------------------------------------
Total 1,000,000 $1.07 $1,070,000 $267.50
============================================================================================================
- ----------
(1) These shares are reserved for issuance pursuant to the Worldwide Restaurant
Concepts, Inc. 1997 Employee Stock Incentive Plan (the "Plan"). Pursuant to Rule
416, also being registered are additional shares of Common Stock as may become
issuable under the Plan through the operation of anti-dilution provisions.
(2) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and based upon the average of the high and low sales
price of the Common Stock of Worldwide Restaurant Concepts, Inc. in the
consolidated reporting system of the New York Stock Exchange on November 13,
2001 of $1.07
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of Worldwide Restaurant Concepts, Inc., a
Delaware corporation formerly known as Sizzler International, Inc. (the
"Company"), previously filed with the Securities and Exchange Commission are
incorporated by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
April 30, 2001;
(2) The Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 5, 2001;
(3) The Company's Quarterly Report on Form 10-Q for the first
quarter of the year ending April 30, 2002;
(4) The Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 7, 2001;
and
(5) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A dated March 7,
1991 together with any amendment or report filed with the
Securities and Exchange Commission for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) or the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereunder 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 part thereof from the date of
filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
2
Section 145 of the General Corporation Law (the "GCL") of Delaware
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person identified acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
cause to believe his or her conduct was unlawful. In the case of an action by or
in the right of the corporation, no indemnification may be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses that the court shall deem proper. Section 145
further provides that to the extent a director or officer of a corporation has
been successful in the defense of any action, suit or proceeding referred to
above or in the defense of any claim, issue or matter herein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.
The Company's Certificate of Incorporation and Bylaws, provide, in
effect, that to the full extent and under the circumstances permitted by Section
145 of the GCL, the Company shall indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding of the type
described above by reason of the fact that he or she is or was a director,
officer, employee or agent of the Company.
The Company's Certificate of Incorporation relieves its directors
from monetary damages to the Company or its stockholders for breach of such
director's fiduciary duty as a director to the fullest extent permitted by the
GCL. Under Section 102(b)(7) of the GCL, a corporation may relieve its directors
from personal liability to such corporation or its stockholders for monetary
damages for any breach of their fiduciary duty as directors except (i) for a
breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for
intentional misconduct or knowing violation of law, (iv) for willful or
negligent violation of certain provisions of the GCL imposing certain
requirements with respect to stock purchases, redemptions and dividends or (v)
for any transaction from which the director derived an improper personal
benefit.
Item 7. Exemption from Registration Claimed.
None.
3
Item 8. Exhibits.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement 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.
(ii) 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 the
initial bona fide offering thereof.
(iii) 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.
2. 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.
3. 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 registration 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.
4
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 had duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Culver City, State of California, on this 14th day of November,
2001.
WORLDWIDE RESTAURANT CONCEPTS, INC.
By: /s/ Charles L. Boppell
-------------------------------
Charles L. Boppell
Chief Executive Officer
POWER OF ATTORNEY
Each individual whose signature appears below constitutes and
appoints Charles L. Boppell and A. Keith Wall and each or either of them, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
5
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/ Charles L. Boppell Director and Chief Executive November 14, 2001
- -------------------------- Officer (Principal Executive
Charles L. Boppell Officer)
/s/ Phillip D. Matthews Director and Chairman of the November 14, 2001
- -------------------------- Board
Phillip D. Matthews
/s/ James A. Collins Director November 14, 2001
- --------------------------
James A. Collins
/s/ Barry E. Krantz Director November 14, 2001
- --------------------------
Barry E. Krantz
/s/ Robert A. Muh Director November 14, 2001
- --------------------------
Robert A. Muh
/s/ Kevin W. Perkins Director November 14, 2001
- --------------------------
Kevin W. Perkins
/s/ Charles F. Smith Director November 14, 2001
- --------------------------
Charles F. Smith
/s/ A. Keith Wall Vice President and Chief November 14, 2001
- -------------------------- Financial Officer
A. Keith Wall (Principal Financial and
Accounting Officer)
6
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
- ---------------------------------------------------------------------------------------------
4.1 Certificate of Incorporation of the Registrant, N/A
incorporated by reference to Exhibit 3.1 to
Amendment No. 1 to the Registrant's Form S-4
Registration Statement No. 33-38412
4.2 Certificate of Ownership and Merger of Worldwide N/A
Restaurant Concepts, Inc. into the Registrant,
incorporated herein by reference to Exhibit 4.2 to
the Registrant's Post-Effective Amendment No. 2 to
Form S-8 Registration Statement, filed November 14,
2001
4.3 Bylaws of the Registrant as amended through N/A
September 4, 2001, incorporated herein by reference to Exhibit
4.3 to the Registrant's Post-Effective Amendment No. 2 to Form
S-8 Registration Statement,
filed November 14, 2001
4.4 The Registrant's 1997 Non-Employee Directors' Stock N/A
Incentive Plan, as amended through September 4,
2001, incorporated herein by reference to Exhibit
4.4 to the Registrant's Post-Effective Amendment
No. 1 to Form S-8 Registration Statement, filed
November 14, 2001
4.5 Rights Agreement dated January 22, 2001 between the N/A
Registrant and The Bank of New York, incorporated
herein by reference to Exhibit 4 to the Registrant's
Current Report on Form 8-K filed on January 22, 2001
4.6 Certificate of Designation of Series A Junior N/A
Participating Preferred Stock of the Registrant,
incorporated herein by reference to Amendment No. 1
to the Registrant's Form S-4 Registration Statement
No. 33-38412
5.1 Opinion of Pachulski, Stang, Ziehl, Young & Jones P.C. 8
23.1 Consent of Arthur Andersen LLP 9
23.2 Consent of Pachulski, Stang, Ziehl, Young & Jones P.C. N/A
(included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page) N/A
7