-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kazyk2zin7InKAQlInFDSNbz+BwhnumJi11fLuNnCRvVQq999TgserjV3z/7QFXh 4ZUIk9IW6wpflPeA5awz2Q== 0000950144-99-013539.txt : 19991123 0000950144-99-013539.hdr.sgml : 19991123 ACCESSION NUMBER: 0000950144-99-013539 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991122 EFFECTIVENESS DATE: 19991122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDERS J CORP CENTRAL INDEX KEY: 0000103884 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 620854056 STATE OF INCORPORATION: TN FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-91431 FILM NUMBER: 99762215 BUSINESS ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: P O BOX 24300 CITY: NASHVILLE STATE: TN ZIP: 37202 BUSINESS PHONE: 6152691900 MAIL ADDRESS: STREET 1: 3401 WEST END AVE STREET 2: SUITE 260 CITY: NASHVILLE STATE: TN ZIP: 37202 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP / TN / DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: WINNERS CORP DATE OF NAME CHANGE: 19890910 FORMER COMPANY: FORMER CONFORMED NAME: VOLUNTEER CAPITAL CORP DATE OF NAME CHANGE: 19820520 S-8 1 J. ALEXANDER'S CORPORATION 1 As Filed With the Securities and Exchange Commission on November 22, 1999 Registration No. 333- ................................................................................ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ................................................................................ J. ALEXANDER'S CORPORATION (Exact name of Registrant as Specified in its Charter) TENNESSEE 62-0854056 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) J. ALEXANDER'S CORPORATION P. O. BOX 24300 37203 3401 WEST END AVENUE, SUITE 260 (Zip Code) NASHVILLE, TENNESSEE (Address of Principal Executive Offices) J. Alexander's Corporation 1999 Loan Program (Full title of the plan) R. GREGORY LEWIS P. O. BOX 24300 3401 WEST END AVENUE, SUITE 260 NASHVILLE, TENNESSEE 37203 (Name and address of agent for service) (615) 269-1900 (Telephone number, including area code, of agent for service) Copy to: F. MITCHELL WALKER, JR. BASS, BERRY & SIMS PLC 2700 FIRST AMERICAN CENTER NASHVILLE, TENNESSEE 37238 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Title of securities Amount to offering price aggregate offering Amount of to be registered be registered per share (1) price (1) registration fee - ----------------------------------------------------------------------------------------------------------- Common Stock, par value $.05 per share 400,000 shares $2.25 $900,000 $250.20 ===========================================================================================================
(1) The offering price is estimated solely for the purpose of determining the amount of the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as amended ("Securities Act"), based on the average of the high and low sales prices per share on the Registrant's Common Stock as reported on the New York Stock Exchange on November 17, 1999. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by the Registrant with the Commission are incorporated herein by reference: (a) The Annual Report on Form 10-K, for the fiscal year ended January 3, 1999 (originally filed March 23, 1999, as amended May 14, 1999); and (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 since the end of the fiscal year covered by the Annual Report referenced above, including the Registrant's Quarterly Reports on Form 10-Q for the quarters ended April 4, 1999, July 4, 1999 and October 3, 1999; and (c) The description of the Registrant's Common Stock contained in the effective Registration Statement on Form 8-A filed by the Registrant to register the Common Stock under the Exchange Act, including all amendments and reports filed for the purpose of updating such description prior to the termination of the offering of the Common Stock offered hereby. All documents and reports subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares covered hereby have been sold or which deregisters all such shares 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 filing of such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or replaces such statement. Any statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part hereof. ITEM 4. DESCRIPTION OF SECURITIES Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Tennessee Business Corporation Act ("TBCA") provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if (a) such person acted in good faith; (b) in the case of conduct in an official capacity with the corporation, he reasonably believed such conduct was in the corporation's best interests; (c) in all other cases, he reasonably believed that his conduct was at least not opposed to the best interests of the corporation; and (d) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable II-1 3 to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. In cases where the director or officer is wholly successful, on the merits or otherwise, in the defense of any proceeding instigated because of his or her status as a director or officer of a corporation, the TBCA mandates that the corporation indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA provides that a court of competent jurisdiction, unless the corporation's charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that (a) such officer or director was adjudged liable to the corporation in a proceeding by or in the right of the corporation; (b) such officer or director was adjudged liable on the basis that personal benefit was improperly received by him; or (c) such officer or director breached his duty of care to the corporation. The Registrant's Charter and Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by applicable law. The Registrant's Bylaws provide further that the Registrant shall advance expenses to each director and officer of the Registrant to the full extent allowed by the laws of the state of Tennessee, both as now in effect and as hereafter adopted. Under the Registrant's Charter and Bylaws, such indemnification and advancement of expenses provisions are not exclusive of any other right that a director or officer may have or acquire both as to action in his or her official capacity and as to action in another capacity. The Registrant believes that its Charter and Bylaw provisions are necessary to attract and retain qualified persons as directors and officers. The Registrant has in effect a directors' and officers' liability insurance policy which provides coverage for its directors and officers. Under this policy, the insurer agrees to pay, subject to certain exclusions, for any claim made against a director or officer of the Registrant for a wrongful act by such director or officer, but only if and to the extent such director or officer becomes legally obligated to pay such claim. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable ITEM 8. EXHIBITS See Exhibit Index (Page II-5) ITEM 9. UNDERTAKINGS A. The undersigned Registrant 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, as amended (the "Securities 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 hereof) 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 the volume of securities offered (if the total dollar value of securities would not II-2 4 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 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 information required to be included in a 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 Exchange Act, that are incorporated by reference in the Registration Statement. (2) 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. (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 Registrant 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 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. C. Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 by such director, officer, or controlling person in connection 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 of 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. II-3 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the 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 Nashville, State of Tennessee, on the 19th day of November, 1999. J. ALEXANDER'S CORPORATION By: /s/ Lonnie J. Stout II -------------------------------------- Lonnie J. Stout II, President and Chief Executive Officer (Principal Executive Officer) KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Lonnie J. Stout II and R. Gregory Lewis his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the dates indicated.
Signature Title Date --------- ----- ---- /s/ Lonnie J. Stout II Chairman, President, Chief November 19, 1999 - ------------------------------- Executive Officer and Director Lonnie J. Stout II (Principal Executive Officer) /s/ R. Gregory Lewis Vice President and Chief November 19, 1999 - ------------------------------- Financial Officer (Principal R. Gregory Lewis Financial Officer) /s/ Mark A. Parkey Vice President and Controller November 19, 1999 - ------------------------------- (Principal Accounting Officer) Mark A. Parkey /s/ E. Townes Duncan Director November 19, 1999 - ------------------------------- E. Townes Duncan /s/ Garland G. Fritts Director November 19, 1999 - ------------------------------- Garland G. Fritts /s/ John M. Tobias Director November 19, 1999 - ------------------------------- John L. M. Tobias
II-4 6 EXHIBIT INDEX
Exhibit No. Exhibit Description --- ------------------- 4.1 Description of J. Alexander's Corporation 1999 Loan Program 4.2 Form of Promissory Note under 1999 Loan Program 5 Opinion of Bass, Berry & Sims PLC 23.1 Consent of Ernst & Young LLP 23.2 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included on page II-4)
II-5 EX-4.1 2 DESCRIPTION OF 1999 LOAN PROGRAM 1 EXHIBIT 4.1 DESCRIPTION OF J. ALEXANDERS CORPORATION 1999 LOAN PROGRAM PROGRAM ELIGIBILITY At its meeting on November 8, 1999, the Board of Directors of J. Alexander's Corporation (the "Company") approved the 1999 Loan Program (the "Program"). The Program is being made available to all regular full-time employees of the Company and to all regular part-time employees of the Company who have five or more years of service as of November 22, 1999. In the event that shares of the Company's common stock, $.05 par value per share (the "Common Stock") remain available for purchase under the Program after participating employees have been allotted the appropriate number of shares, directors who are not otherwise employed by the Company ("Outside Directors") may participate in the Program and purchase the remaining shares on a pro rata basis. In no event, however, shall any Outside Director borrow more than $100,000 pursuant to the Program. The Program is not available to those employees who are on probation or who are employed (i) to perform a specific assignment, (ii) for a period of time of limited duration, (iii) at a location, business unit or division that is being closed, or (iv) who have failed, when required, to execute and deliver a nondisclosure agreement. All requests by eligible employees to participate in the Program are subject to approval, disapproval or reductions in loan amount by certain officers of the Company, including the President, Chief Executive Officer, Chief Financial Officer, Secretary and any Vice-President (the "Officers"). LEVELS OF PARTICIPATION In order to participate in the Program, a participant must agree to borrow a minimum of $10,000. If an employee's base salary is less than $50,000, the maximum amount of the Loan to the employee under the Program will be limited to 50% of the employee's base salary. If an employee's base salary is greater than or equal to $50,000, the maximum amount of the Loan available to the employee under the Program will be limited to 100% of base salary. The actual amount of shares purchased under the Program (and, thus, the actual amount of the Loan to a participant) may be affected by the ability of the Company to pro rate purchases in certain circumstances. See "Method of Purchases." The Compensation Committee or the Officers may, in their sole discretion and if requested, approve a greater amount. LOAN TERMS AMOUNT The Loan to an employee will be in an original principal amount equal to $10,000 and increments above that amount of $2,500, as selected by the employee. The Loan will be unsecured but will be full recourse to the employee. This means the Loan will represent an unconditional promise to repay the principal amount borrowed plus accrued interest irrespective 2 of the value of the shares of Common Stock purchased pursuant to the Plan. The Loan will mature on December 31, 2006. Loans may become due and payable at earlier times upon the occurrence of certain events. See "Other Terms" below. INTEREST The Loan will accrue interest from the later of the date of the last purchase of shares under the Program or December 6, 1999 ("Closing") until paid in full at a rate of 3% per year. The interest rate may increase in the event any of the shares (including Special Stock Bonus Awards, as hereinafter defined) acquired under the Program are sold, pledged or otherwise transferred or, unless certain arrangements are made, if any of such shares are withdrawn from the participant's account with J.C. Bradford & Co. (the "Investing Broker"). See "Other Terms" below. PAYMENTS Payment amounts will be based on a 3% interest rate per annum. The interest will be payable quarterly, with payment due on March 31, June 30, September 30, and December 31, of each year (each date individually a "Payment Date"), until December 31, 2006, at which time there will be a "balloon" payment of the unpaid interest and the entire principal amount due. Notwithstanding the foregoing, in the event that a participant receives from the Company bonus compensation, that amount of principal equal to 30% of such bonus shall become immediately due and payable. The following examples illustrate these payment terms. EXAMPLE 1: If an employee borrows $10,000, beginning with the Payment Date following the Closing, the employee would repay $75.00 per quarter (i.e., every three months) until December 31, 2006. At that time an additional payment of $10,000 representing the principal balance of the Loan will also be due and payable. EXAMPLE 2: An employee borrows $10,000. The quarterly payments are illustrated in Example 1 above. One year later, the employee receives a bonus from the Company of $2,500. A payment of $750 would become immediately due and payable, reducing the amount of principal owed to $9,250. Thereafter, a payment amount of $69.37 would be due on each Payment Date through December 31, 2006. On December 31, 2006, an additional payment of $9,250, representing the remaining principal balance of the Loan, will also become due and payable. 2 3 OTHER TERMS All Loans under the Program may be prepaid at any time. Prepayments will be applied first to accrued but unpaid interest and then to principal. A Loan will become due and payable at the option of the Company in the event of (i) the failure by an employee to make any payment when due; (ii) an employee's insolvency, application for appointment of receiver, filing of a petition under any bankruptcy law or the making of an assignment for the benefit of creditors; (iii) an employee's death or long-term disability or (iv) termination of employment with the Company or its subsidiaries, whether voluntary or involuntary, except that if, at the time of termination, the employee pledges the Common Stock acquired under the Program (including the Special Stock Bonus Award and if vested, the Restricted Stock Award, each as hereinafter defined) or provides other collateral acceptable to the Company to secure the Loan, the Company will not cause the Loan to become due and payable before 90 days following such termination. Because the Program is designed to encourage employee ownership of Common Stock, if any shares of Common Stock acquired by a participant under the Program (including the Special Stock Bonus Award and the Restricted Stock Award) are sold, pledged (other than to the Company) or otherwise transferred, the interest rate on the Loan will be immediately adjusted to a "market rate" which the Company has determined to be the Prime Rate, as announced by Bank of America, N.A., plus 7%, and payments will also commence immediately at the higher rate. The next payment which would otherwise be due will be immediately due and payable, and the remaining quarterly payment amounts will be increased to reflect the higher rate on the Loan. If a participant withdraws any such shares from his or her account with the Investing Broker, the participant must make arrangements satisfactory to the Company regarding the registration and/or custody of the share certificates so that the Company can determine the interest rate and payment terms applicable to the participant's Loan; a failure to make such arrangements will result in the interest rate and payment terms being adjusted as described above. A participant shall not be deemed to have transferred or withdrawn shares acquired under this Program so long as the number of shares held in the participant's account with the Investing Broker is not less than the number of shares acquired under this Program (including the Special Stock Bonus Award). The Company will consider waiving the foregoing interest rate adjustment if the purpose of the sale is (x) to fund a medical emergency or other financial hardship, (y) to fund an educational need or (z) to pay the exercise price of Company stock options. In the event the proceeds of the sale are used to fund an educational need, the Company will not consider a waiver unless the then-existing market price of the shares to be sold is less than or equal to 50% of the excess of (a) the then-existing market price of all of the shares acquired by the employee under this Program (including the Special Stock Bonus Awards and the Restricted Stock Award) over (b) the then-existing balance of the Loan. Any decision to waive the interest rate adjustment is solely within the Company's discretion and must be made in advance by the Company's Human Resources Department. If shares acquired under the Program are used to pay the exercise price 3 4 of Company stock options and if a participant deposits into his or her account with the Investing Broker a number of shares obtained upon exercise of an option equal to the number of shares used to pay the exercise price of an option, no interest rate adjustment will result from such transfer. Neither a Loan nor any rights or obligations thereunder will be transferable by the participant except by will or the laws of descent and distribution. The promissory note evidencing the Loan may be sold or transferred by the Company. SPECIAL STOCK BONUS AWARD Participants in the Program (other than Outside Directors) will receive a stock bonus of one share of Common Stock for every 20 shares of Common Stock purchased under the Program (a "Special Stock Bonus Award"). This Special Stock Bonus Award will be issued pursuant to the Company's Employee Stock Incentive Plan (the "Plan"). Special Stock Bonus Awards will be rounded to the nearest whole number of shares. The timing of the delivery of a Special Stock Bonus Award to or on behalf of a participant shall be as determined by the Officers. No Special Stock Bonus Award will be made for an increase or decrease in a number of shares of Common Stock held resulting solely from a subdivision or consolidation of shares, the payment of a stock dividend, a stock split or other change in capitalization. Special Stock Bonus Awards will be appropriately adjusted to reflect the effects of such a change. RESTRICTED STOCK AWARD Participants in the Program (other than Outside Directors) will receive, in addition to the Special Stock Bonus Award described above, a bonus of one share of restricted Common Stock for every 20 shares of Common Stock purchased under the Program (a "Restricted Stock Award"). Each Restricted Stock Award will be issued under the Plan, and will vest at the rate of 20% of the number of shares covered by such award on each of the second through the sixth anniversaries of the later of (i) December 6, 1999 or (ii) the date of the last purchase of shares under the Program. Upon the occurrence of any of the following events, that portion of a participant's Restricted Stock Award that has not previously vested shall be immediately forfeited: (i) termination of the participant's employment with the Company or its subsidiaries, whether voluntary or involuntary (including by death or disability), (ii) except in the limited circumstances described below, any shares of Common Stock acquired by the participant under the Program (including the Special Stock Bonus Award and the vested portion, if any, of the Restricted Stock Award) are sold, pledged (other than to the Company) or otherwise transferred, or (iii) unless the participant makes satisfactory arrangements with the Company as described under "Other Terms" above, the participant withdraws any shares referred to in clause (ii) above from his or her account with the Investing Broker. 4 5 The Company will consider waiving the forfeiture of the unvested portion of the Restricted Stock Award in the event of a sale described in clause (ii) above if the purpose of the sale is (x) to fund a medical emergency or other financial hardship, (y) to fund an educational need or (z) to pay the exercise price of Company stock options. In the event the proceeds of the sale are used to fund an educational need, the Company will not consider a waiver unless the then-existing market price of the shares to be sold is less than or equal to 50% of the excess of (a) the then-existing market price of all of the shares acquired by the employee under this Program (including the Special Stock Bonus Awards and the Restricted Stock Award) over (b) the then-existing balance of the Loan. Any decision to waive the forfeiture of a Restricted Stock Award is solely within the Company's discretion and must be made in advance by the Company's Human Resources Department. If shares acquired under the Program are used to pay the exercise price of Company stock options and if a participant deposits into his or her account with the Investing Broker a number of shares obtained upon exercise of an option equal to the number of shares used to pay the exercise price of an option, no forfeiture will result from such transfer. Restricted Stock Awards will be rounded to the nearest whole number of shares and will, when vested, be deposited directly into the participant's account with the Investing Broker. The timing of the delivery of a Restricted Stock Award on behalf of a participant shall be as determined by the Officers of the Company. No Restricted Stock Award will be made for an increase in the number of shares of Common Stock held resulting solely from a subdivision or consolidation of shares, the payment of a stock dividend, a stock split or other change in capitalization. Restricted Stock Awards will be appropriately adjusted to reflect the effects of such a change. During the period of restriction, participants holding Restricted Stock Awards may exercise all voting rights with respect to the shares covered thereby and are entitled to receive all dividends and other distributions paid with respect to those shares. The unvested portion of a Restricted Stock Award may not be sold, pledged or otherwise transferred or withdrawn from the participant's account with the Investing Broker. METHOD OF PURCHASES In order to participate in the Program, each eligible participant must complete and return the enclosed Enrollment Agreement to Human Resources no later than DECEMBER 6, 1999. Upon execution of the Enrollment Agreement, the participant irrevocably agrees, subject to any applicable disclosure requirements, to borrow the amount indicated in the Enrollment Agreement and agrees to execute and deliver promissory notes and other agreements that the Company deems necessary or appropriate to implement the Program. Each Enrollment Agreement is subject to acceptance or rejection by the Company, in whole or in part. The Company will begin accepting Enrollment Agreements as soon as reasonably practicable and will instruct the Investing Broker to begin purchasing shares of Common Stock under the Program. The purchase price for a participant's stock will be determined by the average price paid for all of the Common 5 6 Stock purchased for all participants pursuant to the Program. Shares acquired under this Program will be purchased by the Investing Broker either in the open market or in privately negotiated transactions. When executing an Enrollment Agreement a participant may indicate whether he or she wishes to participate if the average per share purchase price exceeds certain limits ($3 or $4 per share or no limit). If the limit chosen by a participant is exceeded none of the participant's request will be filled. If no election is made the participant will be deemed to have selected no limit on the average per share purchase price for purposes of such participant's enrollment in the Program. The maximum aggregate number of shares available for purchase under the Program is 400,000 and the maximum aggregate amount of loans authorized is $1 million. In the event the aggregate purchases requested by participants exceeds the Program's capacity or if the purchase price or time required to complete purchases becomes excessive, in the judgment of the Officers of the Company, the amounts requested by employees may be reduced pro rata. Any such reduction shall not affect an employee's ability, based on the amount he or she requested, to participate in the Program (see "Levels of Participation"). A participant will have full shareholder rights with respect to shares of Common Stock acquired pursuant to the Program including the right to vote the shares. A participant has the right to sell, pledge or otherwise dispose of such shares, however such actions may result in a higher interest rate being thereafter charged on the Loan. 6 EX-4.2 3 FORM OF PROMISSORY NOTE 1 EXHIBIT 4.2 PROMISSORY NOTE $_____________ DECEMBER __, 1999 NASHVILLE, TENNESSEE FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of J. Alexander's Corporation ("Holder") the principal amount of $_______________________, with interest thereon, as set forth on the attached Exhibit A, principal and interest being due and payable in accordance with the payment schedule set forth on Exhibit A. Both principal and interest shall be negotiable and payable in lawful money of the United States of America, without offset, at ____________________ or such other place as the Holder may designate in writing. In no event shall the interest payable in respect of the indebtedness evidenced hereby exceed the maximum rate of interest from time to time allowed to be charged by applicable law (the "Maximum Rate"). Interest shall be calculated on the basis of a 360-day year and the actual number of days elapsed, to the extent permitted by applicable law. The entire unpaid balance of principal and interest then outstanding shall become due and payable in full on December 31, 2006. Interest shall continue to accrue at the applicable rate on any overdue principal and, to the extent permitted by law, overdue interest from the due date thereof and shall be due and payable on demand. The principal balance may be prepaid, in whole or in part, at any time or from time to time without penalty. Any prepayment shall include interest to the date it is made. All payments in respect of the indebtedness evidenced hereby shall be applied to principal, accrued interest and charges and expenses owing under or in connection with this Note in such order as Holder elects, except that payments shall be applied to accrued interest before principal. Maker acknowledges that the indebtedness represented by this Note was incurred to enable Maker to acquire shares of J. Alexander's Corporation common stock $.05 par value per share, ("Common Stock") pursuant to J. Alexander's Corporation 1999 Loan Program (the "Program"). If any shares of Common Stock acquired by Maker under the Program (including Special Stock Bonus Awards or Restricted Stock Awards, as defined in the Program) (collectively the "Shares") are sold, pledged (other than to the Holder) or otherwise transferred (each a "Transfer"), the interest rate on this Note will be adjusted as of the date of Transfer to an annual rate (the "Disposition Rate") equal to the lesser of (a) the Maximum Rate, or (b) the then Prime Rate as announced by Bank of America, N.A. plus 7% . Maker will be required to begin immediately to make payments under this Note pursuant to a new Exhibit A which will be provided to Maker by Holder within thirty (30) days of the date of Transfer, and which Exhibit will provide for regular payments in an amount sufficient to fully repay this Note at the Disposition Rate in substantially equal installments by December 31, 2006. The next payment which would otherwise be due will be immediately due and payable and the remaining quarterly payment amounts will be increased to reflect the Disposition Rate. If Maker withdraws any of the Shares from his or her account with the Investing Broker (as defined in the Program), Maker must make arrangements satisfactory to Holder regarding the registration and/or custody of the share certificates so that the Holder can determine the interest rate 2 applicable to this Note; a failure to make such arrangements will result in the interest rate and payment terms being adjusted as described above. In the event Maker receives from J. Alexander's Corporation bonus compensation in addition to his or her base salary, that amount of then outstanding principal equal to 30% of such bonus shall become immediately due and payable and the remaining quarterly payments will be decreased to reflect the decrease in the amount of principal outstanding. This Note and all accrued but unpaid interest will become due and payable at the option of the Holder in the event of (i) the failure by Maker to make any payment when due; (ii) Maker's insolvency, application for appointment of receiver, filing of a petition under any bankruptcy law or the making of an assignment for the benefit of creditors; (iii) Maker's death or disability or (iv) termination of employment with J. Alexander's Corporation or its subsidiaries, whether voluntary or involuntary, except that if, at the time of termination, Maker pledges the Shares or provides other collateral acceptable to Holder to secure this Note, Holder will not cause this Note to become due and payable before 90 days following such termination. Any failure of the Holder to exercise such option shall not be deemed a waiver of the right to exercise the same in the event of any subsequent event triggering such option. To the extent permitted by applicable law, Maker shall pay to Holder a late charge equal to five percent (5%) of any payment hereunder that is not received by Holder within five (5) days of the date on which it is due, in order to cover the additional expenses incident to the handling and processing of delinquent payments; provided, however, that no late charge will be imposed on any payment made on time and in full solely by reason of any previously accrued and unpaid late charge; and provided further that nothing in this paragraph shall be deemed to waive any other right or remedy of Holder by reason of Maker's failure to make payments when due hereunder. To the fullest extent permitted by law Maker (i) waives presentment, protest and notice of dishonor; (ii) waives to the extent permitted by law the right to claim any homestead or similar exemption as to the debt evidenced by this Note; (iii) agrees to pay all collection expenses, including reasonable attorney fees and court costs, incurred in the collection of this Note or any part hereof and (iv) agrees that any action to collect this Note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction and located in the City of Nashville, or County of Davidson, Tennessee (the undersigned hereby irrevocably submitting, to the fullest extent permitted by law, to personal jurisdiction in such locations for these purposes). Notwithstanding anything to the contrary contained herein, in no event whatsoever shall the aggregate amounts charged or collected as interest on this Note exceed the Maximum Rate. In the event that a court determines that the Holder has charged or received interest hereunder in excess of the Maximum Rate, the rate in effect hereunder shall automatically be reduced to the Maximum Rate and the Holder shall promptly refund to Maker any interest received by Holder in excess of the Maximum Rate or, at Holder's option, Holder shall apply such excess to the principal balance of this Note. If any provision hereof is invalid or unenforceable in any jurisdiction, then, to the fullest 3 extent permitted by law, (i) the other provisions hereof shall remain in full force and effect and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction. This Note has been negotiated, executed and delivered in the State of Tennessee, and is intended as a contract under and shall be construed and enforceable in accordance with the laws of Tennessee, without application of Tennessee conflicts of laws rules, except to the extent that federal law may govern the Maximum Rate. As used herein, the terms "Maker" and "Holder" shall be deemed to include their respective successors, legal representatives and assigns, whether by voluntary action of the parties or by operation of law. IN WITNESS WHEREOF, the undersigned Maker has caused this Note to be executed as of the date first above written. Maker: ----------------------------------- ----------------------------------- (Print Name) EX-5 4 OPINION OF BASS BERRY & SIMS PLC 1 EXHIBIT 5 B A S S, B E R R Y & S I M S P L C A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW 2700 FIRST AMERICAN CENTER NASHVILLE, TENNESSEE 37238-2700 (615) 742-6200 www.bassberry.com KNOXVILLE OFFICE: MEMPHIS OFFICE: 1700 RIVERVIEW TOWER 119 S. MAIN STREET, SUITE 500 KNOXVILLE, TN 37901-1509 MEMPHIS, TN 38103 (423) 521-6200 (901) 312-9100 November 22, 1999 J. Alexander's Corporation P. O. Box 24300 3401 West End Avenue, Suite 260 Nashville, Tennessee 37203 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as your counsel in the preparation of a registration statement on Form S-8 (the "Registration Statement") relating to the J. Alexander's Corporation 1999 Loan Program (the "Program"), filed by you with the Securities and Exchange Commission covering 400,000 shares of the Company's common stock $.05 par value, (the "Shares"), subject to purchase pursuant to the Program. In so acting, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinion hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing, we are of the opinion that the Shares purchased pursuant to and in accordance with the Program are duly and validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bass, Berry & Sims PLC ---------------------------------------- EX-23.1 5 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement on Form S-8 and the related Prospectus pertaining to the J. Alexander's Corporation 1999 Loan Program of our report dated March 22, 1999, with respect to the consolidated financial statements and schedule of J. Alexander's Corporation included in its Annual Report (Form 10-K) for the year ended January 3, 1999, filed with the Securities and Exchange Commission. Nashville, Tennessee November 16, 1999 /s/ Ernst & Young LLP ------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----