UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FAMILY STEAK HOUSES OF FLORIDA, INC.
(Exact name of Registrant as specified in its Charter)
Florida 59-2597349
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2113 Florida Boulevard
Neptune Beach, Florida 32266
(Address of Principal Executive Offices)
FAMILY STEAK HOUSES OF FLORIDA, INC.
2002 LONG TERM INCENTIVE PLAN
(Full title of the plan)
Glen F. Ceiley
Principal Executive Officer
Family Steak Houses of Florida, Inc.
2113 Florida Boulevard
Neptune Beach, Florida 32266
(904) 249-4197
(Name, address, telephone number of agent for service)
COPIES TO:
Halcyon E. Skinner, Esq.
McGuireWoods LLP
50 North Laura Street, Suite 3300
Jacksonville, Florida 32202
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of each Amount Proposed Maximum Proposed Maximum Amount of
Class of to be Aggregate Aggregate Registration
Securities Registered Price per Offering Price Fee
to be (1) Unit (2)
registered
_____________________________________________________________________________
Common Stock 200,000 $0.83 $166,000 $15.27
$0.01 Par
Value per share
______________________________________________________________________________
(1) This is the aggregate number of shares of Common Stock authorized for
issuance pursuant to grants or the exercise of options and other rights
under the Family Steak Houses of Florida, Inc., 2002 Long Term Incentive
Plan (the "Plan"). This Registration Statement also includes such
indeterminate number of additional shares of Common Stock as may be
issuable as a result of stock splits, stock dividends or similar
transactions, as described in the Plan.
(2) Estimated solely for the purpose of determining the registration fee. The
Common Stock of Family Steak Houses of Florida, Inc. (the "Company"), par
value $.01 per share (the "Common Stock"), is listed on NASDAQ ("NASDAQ").
The fee is based upon the average of the high and low prices of the
Registrant's Common Stock as quoted in NASDAQ on August 1, 2002.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information and Employee Plan
Annual Information
The document(s) containing the information specified in the instructions to
Part I of Form S-8 will be sent or given to employees of the Company as
specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this Registration
Statement the following documents filed by the Company with the Securities and
Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 2002.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 3, 2002.
(c) The Company's Quarterly Report on Form 10-Q for the quarter
ended July 3, 2002.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the
registrant document referred to in (a) above.
(e) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission
under the Exchange Act.
All documents subsequently filed by the Company 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 herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any other subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Subsection (1) of Section 607.0850 of the Florida Business Corporation Act
(the "FBCA") empowers a corporation to indemnify any person who was or is a
party to any proceeding (other than an action by or in the right of the
corporation) by reason of the fact that he is or was 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,
partnership, joint venture, trust or other enterprise, against liability
incurred in connection with such proceeding (including any appeal thereof) if
he acted in good faith and in a manner he 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 reasonable cause to believe his conduct
was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in, or not opposed
to, the best interests of the corporation or, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.
Subsection (2) of Section 607.0850 of the FBCA empowers a corporation to
indemnify any person who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that such person acted in any of the capacities set forth in the preceding
paragraph, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expenses of litigating
the proceeding to conclusion, actually and reasonably incurred in connection
with the defense or settlement of such proceeding including appeals, provided
that the person acted under the standards set forth in the preceding
paragraph. However, no indemnification should be made for any claim, issue
or matter as to which such person is adjudged to be liable unless, and only
to the extent that, the court in which such proceeding was brought, or any
other court of competent jurisdiction, shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court deems proper.
Subsection (3) of Section 607.0850 of the FBCA provides that to the extent
a director, officer, employee or agent of a corporation has been successful on
the merits or otherwise in the defense of any proceeding referred to in
subsections (1) or (2) of Section 607.0850 or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.
Subsection (4) of Section 607.0850 of the FBCA provides that any
indemnification under subsections (1) or (2) of Section 607.0850, unless
determined by a court, shall be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsections (1) or (2) of
Section 607.0850. Such determination shall be made:
(a) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as prescribed in paragraph
(a) or a committee selected as prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained under paragraph (a)
or no committee can be designated under paragraph (b), by a majority vote of
the full board of directors (in which directors who are parties may
participate); or
(d) by the shareholders by a majority vote of a quorum of shareholders
who were not parties to such proceedings or if no quorum is obtainable, by a
majority vote of shareholders who were not parties to such proceeding.
Under subsection (6) of Section 607.0850 of the FBCA, expenses incurred by a
director or officer in defending a civil or criminal proceeding may be paid by
the corporation in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that such director or officer is not entitled to
indemnification under Section 607.0850.
Subsection (7) of Section 607.0850 of the FBCA states that indemnification
and advancements of expenses provided under Section 607.0850 are not exclusive
and empowers the corporation to make any other further indemnification or
advancement of expenses under any bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, for actions in an official capacity and
in other capacities while holding an office. However, a corporation cannot
indemnify or advance expenses if a judgment or other final adjudication
establishes that the actions of the director, officer, employee or agent were
material to the adjudicated cause of action and such person (a) violated
criminal law, unless the person had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful, (b)
derived an improper personal benefit from a transaction, (c) was or is a
director in a circumstance where the liability under Section 607.0834 of the
FBCA (relating to unlawful distributions) applies, or (d) engaged in willful
misconduct or conscious disregard for the best interests of the corporation in
a proceeding by or in right of the corporation to procure a judgment in its
favor or in a proceeding by or in right of a shareholder.
Subsection (8) of Section 607.0850 provides that indemnification and
advancement of expenses shall continue, unless otherwise provided when
authorized or ratified, as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person, unless otherwise provided
when authorized or ratified. Subsection (9) of Section 607.0850 of the FBCA
permits any director or officer who is or was a party to a proceeding to
apply for indemnification or advancement of expenses, or both, to any court
of competent jurisdiction and lists the determinations the court should make
before ordering indemnification or advancement of expenses.
Subsection (12) of Section 607.0850 of the FBCA permits a corporation to
purchase and maintain insurance for a director or officer against any liability
incurred in his official capacity or arising out of his status as such
regardless of the corporation's power to indemnify him against such liability
under Section 607.0850.
The Company is obligated under its Bylaws to indemnify a present or former
director or officer of the Company and may indemnify any other person, in
connection with any actual or threatened civil, criminal, administrative, or
investigative action, suit, or proceeding arising out of an officer's or
director's past or future service to the Company or a subsidiary, or to another
organization at the request of the Company or a subsidiary, if he acted in
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. The determination of
whether the standards referred to above have been met is made by (i) the Board
of Directors of the Company by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the shareholders.
In addition to the indemnification provisions of Florida law and the
Company's Bylaws, the Company maintains insurance which provides liability
coverage to directors and officers of the Company and its subsidiaries. Except
for losses for which the Company is required to indemnify its directors or
officers or for which the Company had, to the extent permitted by law,
indemnified its directors or officers, this insurance will contain customary
exclusions from coverage.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
This Form S-8 Registration Statement includes the following exhibits:
Exhibit Number
4 Family Steak Houses of Florida, Inc., 2002 Long Term
Incentive Plan (incorporated by reference to Appendix
A of the Company's Proxy Statement on Form DEF14-A
filed with the Commission on May 1, 2002).
5 Opinion of McGuireWoods LLP, counsel for the Company,
concerning the legality of the securities being
registered.
23(a) Consent of Deloitte & Touche LLP, independent
auditors.
23(b) Consent of McGuireWoods LLP, counsel for the
Company (included in Exhibit 5).
Item 9. Undertakings
(1) The Company hereby undertakes:
(a) To file, during any period in which offers or sales of the
securities registered hereunder 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this
Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
(a) Provided, however, that the undertakings included in (1)(a)(i) and
(1)(a)(ii) of this Item 9 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 Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities 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.
(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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered herein, 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 such
director, officer or controlling person in connection with the securities
being registered, 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 whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURE
Pursuant to the requirements of the Securities Act, the company 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 Jacksonville, State of Florida, on the 12th day of August, 2002.
FAMILY STEAK HOUSES OF FLORIDA, INC.
By: /s/ Glen F. Ceiley
---------------------------------
Glen F. Ceiley
Principal Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ Edward B. Alexander
- ---------------------------
Edward B. Alexander Executive Vice August 12, 2002
President
(Principal Financial &
Accounting Officer)
/s/ Glen F. Ceiley
- ---------------------------
Glen F. Ceiley Chairman of the Board August 12, 2002
/s/ Steve Catanzaro
- ---------------------------
Steve Catanzaro Director August 12, 2002
/s/ Jay Conzen
- ---------------------------
Jay Conzen Director August 12, 2002
/s/ William Means
- ---------------------------
William Means Director August 12, 2002
Pursuant to the requirements of the Securities Act, the Plan Administrator has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jacksonville, State of
Florida on the 12th day of August, 2002.
FAMILY STEAK HOUSES OF FLORIDA, INC. 2002 LONG TERM INCENTIVE PLAN
By: /s/ Glen F. Ceiley
---------------------------------
Glen F. Ceiley
Executive Compensation Committee Member
Plan Administrator
INDEX TO EXHIBITS
Exhibit Exhibit
Number Description
4 Family Steak Houses of Florida, Inc., 2002 Long
Term Incentive Plan (incorporated by
reference to Appendix A of the Company's Proxy
Statement on Form DEF14-A filed with the
Commission on May 1, 2002).
5 Opinion of McGuireWoods LLP, counsel for the
Company, concerning the legality of the
securities being registered.
23(a) Consent of Deloitte & Touche LLP,
independent auditors.
23(b) Consent of McGuireWoods LLP, counsel for the
Company (included in Exhibit 5).
This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933.
Date: August 12, 2002