As filed with the Securities and Exchange Commission on October 18, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
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BUCA, INC.
(Exact name of Registrant as specified in its charter)
Minnesota 41-1802364
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 Nicollet Mall, Suite 3043 55403
Minneapolis, Minnesota (Zip Code)
(Address of principal executive offices)
2000 Stock Incentive Plan of BUCA, Inc. and Affiliated Companies
(Full title of the plan)
Joseph P. Micatrotto
BUCA, Inc.
1300 Nicollet Mall, Suite 3043
Minneapolis, Minnesota 55403
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (612) 288-2382
______________________
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of Amount maximum aggregate Amount of
securities to to be offering price offering registration
be registered registered per share (1) price (1) fee
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Common Stock, 300,000
$.01 par value Shares $10.84 $3,252,000.00 $859.00
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(1) Estimated solely for the purpose of the registration fee pursuant to Rule
457(h)(1) based on the average of the high and low sales prices per share
of the Registrant's Common Stock on October 13, 2000, as reported on the
Nasdaq National Market.
BUCA, INC.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference.
The following documents of BUCA, Inc. (the "Company"), previously
filed with the Securities and Exchange Commission (the "Commission") as of their
respective dates, are incorporated in this Registration Statement by reference
and made a part hereof:
(1) The Annual Report on Form 10-K of the Company for the fiscal year
ended December 26, 1999 filed pursuant to Section 15(d) of the
Exchange Act (File No. 0-25721).
(2) The Company's Quarterly Reports on Form 10-Q for the thirteen
weeks ended March 26, 2000 and for the thirteen weeks ended June
25, 2000.
(3) All other reports filed by the Company 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 ended December
26, 1999.
(4) The description of the Company's Common Stock which is contained
in the Registration Statement on Form 8-A filed April 7, 1999
under the Exchange Act and all amendments and reports filed for
the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated, or deemed to be
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 herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
Under Section 4.01 of the Company's By-Laws, the Company indemnifies
its directors and officers to the extent permitted by Minnesota Statutes Section
302A.521. Section 302A.521 requires the Company to indemnify a person made or
threatened to be made a party to a proceeding, by a reason of the former or
present official
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capacity of the person with respect to the Company, against judgments,
penalties, fines, including without limitation, excise taxes assessed against
the person with respect to an employee benefit plan, settlements, and reasonable
expenses, including attorneys' fees and disbursements, if, with respect to the
acts or omissions of the person complained of in the proceeding, such person (1)
has not been indemnified by another organization or employee benefit plan for
the same judgments, penalties, fines, including without limitation, excise taxes
assessed against the person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the case
of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and (5)
in the case of acts or omissions occurring in the person's performance in the
official capacity of director or, for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the Company, or in the case of
performance by a director, officer, employee or agent of the Company as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company. In addition, Section 302A.521, subd. 3
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition in certain instances. A decision as to required
indemnification is made by a majority of the disinterested Board of Directors
present at a meting at which a disinterested quorum is present, or by a
designated committee of disinterested directors, by special legal counsel, by
the disinterested shareholders, or by a court.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission, such indemnification is against public policy as expressed in
the Act, and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Description
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4.1 Specimen of Common Stock certificate (incorporated by
reference to Exhibit 4.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-
72593) filed with the Commission on March 24, 1999).
4.2 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.4 to
Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Registration No. 333-72593) filed with the
Commission on March 24, 1999).
4.3 Amended and Restated By-Laws of the Company (incorporated by
reference to Exhibit 3.5 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-
72593) filed with the Commission on March 24, 1999).
5 Opinion of Faegre & Benson LLP as to the legality of the
shares being registered.
23.1 Consent of Faegre & Benson LLP is contained in its opinion
filed as Exhibit 5 to this Registration Statement.
23.2 Consent of Deloitte & Touche LLP.
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24 Powers of Attorney authorizing Joseph P. Micatrotto and Greg
A. Gadel to sign this Registration Statement on behalf of
the directors and certain officers of the Company.
99.1 2000 Stock Incentive Plan of BUCA, Inc. and Affiliated
Companies.
Item 9. Undertakings.
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end 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 paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 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 Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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 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
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 Minneapolis, state of Minnesota, on this 18th day of
October, 2000.
BUCA, INC.
By /s/ Greg A. Gadel
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Greg A. Gadel
Chief Financial Officer, Treasurer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 18, 2000.
Signature Capacity
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Joseph P. Micatrotto* President and Chief Executive Officer
(Principal Executive Officer) and Director
/s/ Greg A. Gadel Chief Financial Officer, Treasurer
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Greg A. Gadel and Secretary
(Principal Financial and Accounting Officer)
Don W. Hays* Director)
Peter J. Mihajlov* Director)
Philip A. Roberts* Director) A majority of the
John P. Whaley* Director) Board of Directors
David Yarnell* Director)
Paul Zepf* Director)
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* Greg A. Gadel, by signing his name hereto, does hereby sign this document
on behalf of each of the above-named officers and/or directors of the
Company pursuant to powers of attorney duly executed by such persons.
By /s/ Greg A. Gadel
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Greg A. Gadel,
Attorney-in-Fact
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