SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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MANHATTAN BAGEL COMPANY, INC.
(Exact name of issuer as specified in its charter)
New Jersey 22-2981539
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(state or other jurisdiction of incorporation) (I.R.S. Employer
Identification Number)
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246 Industrial Way
Eatontown, New Jersey 07724
(Address of Principal Executive Offices)
Stock Option Agreement made as of April 1, 1996 between Manhattan
Bagel Company, Inc., and CRC, Inc., as amended
(Full title of plans)
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Jack Grumet
Chairman of the Board
Manhattan Bagel Company, Inc.
246 Industrial Way
Eatontown, New Jersey 07724
(908) 544-0155
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sales:
From time to time after the effective date
of the Registration Statement
Copies to: Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Attention: Jack Levy
(212) 735-8600
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee
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Common Stock, 220,000 $10.50 $2,310,000 $796.56
no par value
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(1) Estimated solely for the purpose of determining the amount of the
registration fee. Pursuant to Rule 457, these estimates are based upon the
average of the high and low prices of the Common Stock, as quoted on The
NASDAQ National Market on October 29, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
*This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Manhattan Bagel Company,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), are incorporated by reference herein and shall be deemed
to be part thereof:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-QSB for the three months
ended March 31, 1996.
3. The Company's Quarterly Report on Form 10-QSB for the three months
ended June 30, 1996.
4. The Company's Current Report on Form 8-K dated January 9, 1996, as
amended.
5. The Company's Current Report on Form 8-K dated January 17, 1996, as
amended.
6. The Company's Current Report on Form 8-K dated May 23, 1996, as
amended.
7. The Company's Current Report on Form 8-K dated June 21, 1996.
8. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, File No. 0-24388.
9. All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities then remaining 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 made part hereof from their respective
dates of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The valid issuance of the Common Stock registered in this registration
statement is being passed upon for the Company by its counsel Morrison Cohen
Singer & Weinstein, LLP New York, New York. Jack Levy, a director of the
Company, is a member of that firm. Mr. Levy owns options issued under the
Company's 1994 Stock Option Plan to purchase 9,000 shares of the Company's
Common Stock of which 3,000 are currently exercisable or exercisable within 60
days of the date of this registration statement, and options issued under the
Company's 1996 Stock Option Plan to purchase 10,000 shares of the Company's
Common Stock, none of which are exercisable or exercisable within 60 days of the
date of this registration statement.
Item 6. Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation provides that the Company
shall indemnify, to the fullest extent permitted under New Jersey law, its
directors and officers against certain liabilities incurred with their service
in such capacities. In addition, the Restated Certificate of Incorporation
provides that the personal liability of directors and officers to the Company
and its stockholders for monetary damages will be limited.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
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4(a).1 Stock Option Agreement made as of April 1, 1996 between CRC, Inc.
and the Registrant and Amendment No.1 dated as of August 14, 1996
thereto
5 Opinion of Morrison Cohen Singer & Weinstein, LLP
23(a) Consent of Amper, Politziner & Mattia
23(b) Consent of Singer Lewak Greenbaum & Goldstein LLP
23(c) Consent of Ernst & Young LLP
23(d) Consent of Rainer & Company
23(e) Consent of Morrison Cohen Singer & Weinstein, LLP
(included in Exhibit 5)
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(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 event arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in
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 (1) (a) (i) and (1) (a) (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 post-effective amendment by those
paragraphs is contained in periodic reports filed 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;
(b) 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; and
(c) 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 the purpose 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 registrant in the successful defense of any
action, suit or proceeding) is asserted 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 responsible 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 Eatontown, New Jersey on October 31, 1996.
MANHATTAN BAGEL COMPANY, INC.
By:/s/ JACK GRUMET
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Jack Grumet, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated.
Signature and Title Date
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/s/ ANDREW GENNUSA October 31, 1996
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Andrew Gennusa
Vice President and Director
/s/ JASON GENNUSA October 31, 1996
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Jason Gennusa
President and Chief Operating
Officer and Director
/s/ DAVID GOLDSMITH October 31, 1996
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David Goldsmith
Vice Chairman of the Board
/s/ JACK GRUMET October 31, 1996
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Jack Grumet
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/ LEONARD R. JOHNSON October 31, 1996
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Leonard R. Johnson
Chief Financial Officer
(Principal Financial Officer)
/s/ WALTER CRUICKSHANK October 31, 1996
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Walter Cruickshank
(Principal Accounting Officer)
/s/ JACK LEVY October 31, 1996
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Jack Levy
Director
October 31, 1996
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Julia Heckman
Director
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Exhibit Index
Exhibit
Number Description Page
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4(a) Stock Option Agreement made as of April 1,
1996 between CRC, Inc. and the Registrant,
and Amendment No. 1, dated as of August 14,
1996 thereto
5 Opinion of Morrison Cohen Singer & Weinstein, LLP
23(a) Consent of Amper, Politziner & Mattia
23(b) Consent of Singer Lewak Greenbaum & Goldstein LLP
23(c) Consent of Ernst & Young LLP
23(d) Consent of Rainer & Company
23(e) Consent of Morrison Cohen Singer & Weinstein, LLP
(included in Exhibit 5)
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