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As filed with the Securities and Exchange Commission on November 8, 1995
Registration No. 33-99144
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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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SUMMIT FAMILY RESTAURANTS INC.
(Exact name of registrant as specified in its charter)
Delaware 87-0264039
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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440 Lawndale Drive
Salt Lake City, Utah 84115
(Address of Principal Executive Offices,
including Zip Code)
SUMMIT FAMILY RESTAURANTS INC. 1992 STOCK OPTION PLAN,
FORMERLY KNOWN AS JB'S RESTAURANTS, INC. 1992 STOCK OPTION PLAN
(Full title of the plan)
CHARLOTTE L. MILLER Copy to:
Summit Family Restaurants Inc. RICHARD G. BROWN
440 Lawndale Drive Kimball, Parr, Waddoups, Brown & Gee
Salt Lake City, Utah 84115 185 South State Street, Suite 1300
(801) 463-5500 Salt Lake City, Utah 84111
(Name, address and telephone (801) 532-7840
number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to be Amount to be Price per Offering Registration
Registered Registered Share(1) Price(1) Fee(1)
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Common Stock, $.10 par value . . . 600,000 shares $4.43 $2,660,172.00 $918.00
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(1) Estimated pursuant to Rule 457(h)(1) for purposes of calculating the
registration fee. With respect to 151,000 shares of the 600,000 being
registered, the offering price per share, aggregate offering price and
registration fee have been calculated upon the basis of the exercise
price at which such options may be exercised, pursuant to Rule
457(h)(1). With respect to the remaining 449,000 shares being
registered, for which the exercise price is not known, the offering
price per share, aggregate offering price and registration fee are
computed on the basis of the average of the high and low sales prices
as reported on the NASDAQ Stock Market (National Market System) on
November 3, 1995.
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The Registrant has previously filed a Registration Statement on Form
S-8 (No. 33-62152) (the "Previous Registration Statement") with respect to
460,000 shares to be issued under the Summit Family Restaurants Inc. 1992 Stock
Option Plan. This S-8 Registration Statement registers 600,000 additional shares
of Common Stock issuable pursuant to the Summit Family Restaurants Inc. 1992
Stock Option Plan. In accordance with General Instruction E of Form S-8, the
contents of the Previous Registration Statement are hereby incorporated by
reference in this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The description of the Registrant's Common Stock, $.10 par value,
contained in the Registrant's Registration Statement on Form 10 filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any
amendment or report filed under the Exchange Act for the purpose of updating
such description, is hereby incorporated by reference.
ITEM 8. EXHIBITS.
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
4.1 Certificate of Incorporation(1)
4.2 Certificate of Amendment of the Certificate of Incorporation of
JB's Restaurants, Inc. dated February 25, 1987(2)
4.3 Certificate of Amendment of the Certificate of Incorporation of
JB's Restaurants, Inc. dated April 4, 1995
4.4 Bylaws(1)
4.5 Amendment to Bylaws dated November 19, 1992(3)
4.6 Amendment to Bylaws dated October 27, 1993(4)
4.7 Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock of the Company, dated October 11,
1993(4)
4.8 1992 Stock Option Plan as amended April 8, 1994 and November
18, 1994(5)
OPINION RE LEGALITY
5 Opinion of Kimball, Parr, Waddoups, Brown & Gee
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(1) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 29, 1985 and
incorporated herein by reference.
(2) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 27, 1987 and
incorporated herein by reference.
(3) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 28, 1992 and
incorporated herein by reference.
(4) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 27, 1993 and
incorporated herein by reference.
(5) Previously filed with the Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended September 26, 1994 and
incorporated herein by reference.
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CONSENTS OF EXPERTS AND COUNSEL
23.1 Consent of Kimball, Parr, Waddoups, Brown & Gee (included in
Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
POWER OF ATTORNEY
24.1 Powers of Attorney (included on page 4 hereof)
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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 Salt Lake, State of Utah on November 4, 1995.
SUMMIT FAMILY RESTAURANTS INC.
By:/s/ Don M. McComas
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Don M. McComas
President and Chief Executive Officer
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. Each person whose signature to this
Registration Statement appears below hereby constitutes and appoints Don M.
McComas and David E. Pertl, and each of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in the capacity stated below and to perform any acts
necessary to be done in order to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto and each of the undersigned does hereby ratify and
confirm all that said attorney-in-fact and agent, or his substitutes, shall do
or cause to be done by virtue hereof.
Signature Title Date
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Director, Chairman , 1995
- - ------------------------------ of the Board ----------
Clark D. Jones
/s/ Don M. McComas Director, President November 4, 1995
- - ------------------------------ and Chief Executive
Don M. McComas Officer (Principal
Executive Officer)
/s/ David E. Pertl Senior Vice President, November 6, 1995
- - ------------------------------ Chief Financial Officer
David E. Pertl and Treasurer (Principal
Financial and Accounting
Officer)
Director , 1995
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Frederick L. Bryant
/s/ Norman N. Habermann Director November 3, 1995
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Norman N. Habermann
/s/ Carl R. Hays Director November 2, 1995
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Carl R. Hays
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Director , 1995
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Norton Parker
/s/ William L. Paternotte Director November 2, 1995
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William L. Paternotte
/s/ Ronald N. Paul Director November 3, 1995
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Ronald N. Paul
Director , 1995
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Thomas J. Russo
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