-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Vs9xcJEiWJhIItwPx3Ex7Gqu+UvYyxG6z9d+FUgbW9zy4dm+HeZF6DQ5B0CjDaq1 g+MW9+NseafZn46yb+GokA== 0000051207-95-000008.txt : 19950417 0000051207-95-000008.hdr.sgml : 19950417 ACCESSION NUMBER: 0000051207-95-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950414 EFFECTIVENESS DATE: 19950503 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL DAIRY QUEEN INC CENTRAL INDEX KEY: 0000051207 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 410852869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58615 FILM NUMBER: 95528829 BUSINESS ADDRESS: STREET 1: 7505 METRO BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55439-0286 BUSINESS PHONE: 6128300200 MAIL ADDRESS: STREET 1: PO BOX 39286 CITY: MINNEAPOLIS STATE: MN ZIP: 55439-0286 S-8 1 As filed with the Securities & Exchange Commission on April 14, 1995 Registration No. 33-________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the SECURITIES ACT OF 1933 INTERNATIONAL DAIRY QUEEN, INC. (Exact name of issuer as specified in its charter) Delaware 41-0852869 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 7505 Metro Boulevard Edina, Minnesota 55439 (Address of principal executive offices) International Dairy Queen, Inc. Stock Option Plan of 1993 (Full title of the Plan) Michael P. Sullivan 7505 Metro Boulevard Edina, Minnesota 55439 (Name and address of agent for service) (612) 830-0200 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE Title of Amount Proposed maximum Proposed maximum Amount of securities to to be offering price aggregate offering registration be registered registered per share (1) price (1) fee (1) - ------------- ---------- ---------------- ------------------ ------------ Class A Common 600,000 $18.125 $10,875,000 $3,750 Stock, $.01 par value per share (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of Regulation C, based upon a price of $18.125 per share, which represents the average of the high and low sales reported for such stock in the NASDAQ National Market System for April 6, 1995. INCORPORATION OF DOCUMENTS BY REFERENCE The Company is subject to the information requirements of the Securities Exchange Act of 1934, as amended ("1934 Act"), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission ("Commission"). As this Registration Statement relates to the registration of additional securities under a previously filed registration statement on Form S-8, the following document, which has been filed by the Company with the Commission, is incorporated by reference in this registration statement: The registration of the Company's Common Stock on Form S-8 (File No. 33-52781). 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 (File No. 0-6116), prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that 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 such documents. EXHIBITS 4.1 Restated Certificate of Incorporation*, as amended 5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (Exhibit 5.1 to this Registration Statement) 24.1 Power of Attorney (included on signature page to this Registration Statement) * Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1991. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Minneapolis, State of Minnesota, on April 14, 1995. INTERNATIONAL DAIRY QUEEN, INC. By /s/ Michael P. Sullivan ------------------------------- Michael P. Sullivan President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael P. Sullivan and Charles W. Mooty, and each or any one of them, his or her true and lawful attorney-in-fact and agent, each acting alone, with full powers 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 or all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in- fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite or 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, each acting alone, 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 below by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Michael P. Sullivan President and Chief Executive April 13, 1995 - ------------------------ Officer (Principal Executive Michael P. Sullivan Officer) and a Director /s/ Charles W. Mooty Chief Financial Officer, April 13, 1995 - ------------------------ Vice President and Treasurer Charles W. Mooty (Principal Financial Officer) /s/ David M. Bond Secretary, Assistant Treasurer April 13, 1995 - ------------------------ and Controller (Principal David M. Bond Accounting Officer) /s/ Ernest F. Dorn, Jr. Director April 13, 1995 - ------------------------ Ernest F. Dorn, Jr. - ------------------------ Richard I. Giertsen /s/ Frank L. Heit Director April 13, 1995 - ------------------------ Frank L. Heit ________________________ Director C. David Luther ________________________ Director Raymond Mithun /s/ Jane N. Mooty Director April 13, 1995 - ------------------------ Jane N. Mooty /s/ John W. Mooty Director April 13, 1995 - ------------------------ John W. Mooty ________________________ Director Raymond C. Schweigert INDEX TO EXHIBITS EXHIBIT PAGE 4.1 Restated Certificate of Incorporation, as amended * 5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 6 23.1 Consent of Ernst & Young LLP 7 23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. -- (contained in Exhibit 5.1 to this Registration Statement) 24.1 Power of Attorney (included on the signature page of this -- Registration Statement) ___________________ * Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1991. EXHIBIT 5.1 April 12, 1995 INTERNATIONAL DAIRY QUEEN, INC. 7505 Metro Boulevard Edina, MN 55439 Re: Stock Option Plan of 1993 / Registration Statement on Form S-8 Gentlemen: This opinion is furnished in connection with the registration, pursuant to the Securities Act of 1933, as amended ("Act"), of 600,000 shares ("Shares") of the Class A Common Stock, par value $.01 per share ("Common Stock"), of International Dairy Queen, Inc. ("Company"), which may be issued upon the exercise of options granted under the Company's Stock Option Plan of 1993 ("Plan"). We have examined such documents, certificates, and records as we considered necessary for the purposes of this opinion. Based upon the foregoing, we are of the opinion that upon the issuance and delivery of the Shares in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable shares of the Company's Common Stock. We understand that this opinion is to be used in connection with the Registration Statement and hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement. Very truly yours, GRAY, PLANT, MOOTY, MOOTY & BENNETT, P.A. By /s/ Lindley S. Branson EXHIBIT 23.1 Consent of Ernst & Young LLP, Independent Auditors -------------------------------------------------- We consent to the incorporation by reference in this registration statement (Form S-8) pertaining to the International Dairy Queen, Inc. Stock Option Plan of 1993 of our reports dated January 12, 1995, with respect to the consolidated financial statements of International Dairy Queen, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended November 30, 1994 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Minneapolis, Minnesota April 14, 1995 -----END PRIVACY-ENHANCED MESSAGE-----