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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1999
Registration No. 33-
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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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MORGAN'S FOODS, INC.
(Exact name of registrant as specified in its charter)
OHIO 34-0562210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24200 CHAGRIN BLVD., SUITE 126,
BEACHWOOD, OHIO 44122
(Address of Principal Executive Offices) (Zip Code)
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MORGAN'S FOODS, INC.
NONQUALIFIED STOCK OPTION PLAN FOR EXECUTIVES AND MANAGERS
AND
KEY EMPLOYEES NONQUALIFIED STOCK OPTION PLAN
(Full title of the plans)
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KENNETH L. HIGNETT
SECRETARY
MORGAN'S FOODS, INC.
24200 CHAGRIN BLVD., SUITE 126
BEACHWOOD, OHIO 44122
(Name and address of agent for service)
(216) 360-7500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price per share offering price (2) registration fee
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Common Shares,
no par value 436,500 (2) $1,673,250 $466
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(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the
employee benefit plans described herein.
(2) Estimated in accordance with Rules 457(c) and 457(h)(1) solely for the
purpose of determining the registration fee. The fee with respect to
291,000 of the shares registered herein is based on $3.6875, the
average of the high and low sale prices on November 15, 1999, of the
registrant's common shares as reported on the American Stock Exchange,
and the fee with respect to the remaining 145,500 shares is based on
$4.125, the exercise price of options granted for such shares.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Common Shares registered by Morgan's Foods, Inc. (the "Company")
pursuant to this Registration Statement will be issued under the Company's
Nonqualified Stock Option Plan for Executives and Managers or the Company's Key
Employees Nonqualified Stock Option Plan (the "Plans").
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in this Registration Statement. All documents filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") subsequent to the date of the filing of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities registered hereunder have been sold, or
which de-registers 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 the filing of such documents.
(a) The Company's Annual Report on Form 10-K for the year
ended February 28, 1999.
(b) All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the
Annual Report on Form 10-K referenced above.
(c) The description of the Company's Common Shares as
contained in a registration statement filed under the
Exchange Act including any amendment or report filed
for the purpose of updating such description.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Code of Regulations of the Company provides for indemnification of
its directors and officers.
The Company is permitted by its Code of Regulations and the Ohio
General Corporation Law to maintain insurance on behalf of its directors and
officers against any loss arising from any claim asserted against them in such
capacities, subject to certain exclusions.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
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10(a) Nonqualified Stock Option Plan for Executives and Managers
10(b) Key Employees Nonqualified Stock Option Plan
4(a) Articles of Incorporation of Morgan's Foods, Inc. (1)
4(b) Code of Regulations of Morgan's Foods, Inc. (1)
5 Opinion of Baker & Hostetler LLP as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
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(1) Filed as an exhibit to the Company's Form 10-K for the 1992 fiscal year
(File No. 0-3833) and incorporated herein by reference.
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ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales of the
registered securities 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 (the "Act");
(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, provided that, notwithstanding the
foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high and
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; and
(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 the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
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.
The Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Act (and, where applicable, each filing of
any employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the Company
pursuant to the provisions described under Item 6 above or otherwise, the
Company 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by any
such director, officer or controlling person in connection with the securities
registered hereunder, the Company 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 of 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
undersigned 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 Cincinnati, State of Ohio, on November 17, 1999.
MORGAN'S FOODS, INC.
By: *
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James J. Liguori
President and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on November 17, 1999, by the following
persons in the capacities indicated below.
Signature Title
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* Chairman of the Board and Chief Executive Officer; and
- ------------------------------------ Director
Leonard R. Stein-Sapir
* President and Chief Operating Officer; and Director
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James J. Liguori
* Senior Vice President; Chief Financial Officer;
- ------------------------------------ Secretary; and Director
Kenneth L. Hignett
* Director
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Richard A. Arons
* Director
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Lawrence S. Dolin
* Director
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Steven S. Kaufman
* Director
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Bernard Lerner
* William Appleton, by signing his name hereto, does sign this
Registration Statement on behalf of the persons indicated above
pursuant to powers of attorney duly executed by such persons and filed
as exhibits to this Registration Statement.
By: /s/ William Appleton
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William Appleton, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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10(a) Nonqualified Stock Option Plan for Executives and Managers
10(b) Key Employees Nonqualified Stock Option Plan
4(a) Articles of Incorporation of Morgan's Foods, Inc. (1)
4(b) Code of Regulations of Morgan's Foods, Inc. (1)
5 Opinion of Baker & Hostetler LLP as to legality of the Common Shares being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
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(1) Filed as an exhibit to the Company's Form 10-K for the 1992 fiscal year
(File No. 0-3833) and incorporated herein by reference.
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