As filed with the Securities and Exchange Commission on July 13, 2001
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 5003 55403
Minneapolis, Minnesota (Zip Code)
(Address of principal executive offices)
1996 STOCK INCENTIVE PLAN OF
BUCA, INC. AND AFFILIATED COMPANIES
(Full title of the plan)
Joseph M. Micatrotto
1300 Nicollet Mall, Suite 5003
Minneapolis, Minnesota 55403
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (612) 288-2382
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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,
$.01 par value 500,000 shares $19.32 $9,660,000 $2,415.00
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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 July 11, 2001 as reported on the
Nasdaq National Market.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose
of registering an additional 500,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's 1996 Stock Incentive Plan of BUCA, Inc.
and Affiliated Companies, as amended (the "Plan"). The Registration Statements
on Form S-8 related to the Plan and an amendment thereof, previously filed with
the Commission on May 12, 1999 (File No. 333-78295) and on October 18, 2000
(File No. 333-48154), are incorporated by reference herein.
EXHIBITS
Exhibit Description
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5 Opinion of Faegre & Benson LLP
23.1 Consent of Faegre & Benson LLP (contained in Exhibit 5
to this Registration Statement)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney
99 1996 Stock Incentive Plan of BUCA, Inc. and Affiliated
Companies, as amended
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 30th day
of June, 2001.
BUCA, INC.
By /s/ Greg A. Gadel
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Greg A. Gadel
Executive Vice President, 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 this 30th day of June, 2001.
Signature Capacity
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Joseph P. Micatrotto* President and Chief Executive Officer
(Principal Executive Officer) and Director
/s/ Greg A. Gadel Executive Vice President, Chief Financial Officer,
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Greg A. Gadel Treasurer 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