-----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, A41hWLKI5eMVtfaGIu8KiZarv+lyOF9tDuQ8Cnr5HxYbYad3VXOtCOhY8o7vjJsw 4ViPMWtJOHLSZ43ZneL61Q== 0000950149-95-000892.txt : 19960328 0000950149-95-000892.hdr.sgml : 19960328 ACCESSION NUMBER: 0000950149-95-000892 CONFORMED SUBMISSION TYPE: S-8 CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951215 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT FAMILY RESTAURANTS INC CENTRAL INDEX KEY: 0000053281 STANDARD INDUSTRIAL CLASSIFICATION: 5812 IRS NUMBER: 870264039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0925 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-80587 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 440 LAWNDALE DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84115 BUSINESS PHONE: 8015327840 MAIL ADDRESS: STREET 1: 440 LAWNDALE DRIVE CITY: SALT LAKE CITY STATE: UT ZIP: 84115 FORMER COMPANY: FORMER CONFORMED NAME: JBS RESTAURANTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: JBS BIG BOY FAMILY RESTAURANTS INC DATE OF NAME CHANGE: 19810830 S-8 1 S-8 1 As filed with the Securities and Exchange Commission on November 8, 1995 Registration No. 33-99144 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- SUMMIT FAMILY RESTAURANTS INC. (Exact name of registrant as specified in its charter) Delaware 87-0264039 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) -------------------- 440 Lawndale Drive Salt Lake City, Utah 84115 (Address of Principal Executive Offices, including Zip Code) SUMMIT FAMILY RESTAURANTS INC. 1992 STOCK OPTION PLAN, FORMERLY KNOWN AS JB'S RESTAURANTS, INC. 1992 STOCK OPTION PLAN (Full title of the plan) CHARLOTTE L. MILLER Copy to: Summit Family Restaurants Inc. RICHARD G. BROWN 440 Lawndale Drive Kimball, Parr, Waddoups, Brown & Gee Salt Lake City, Utah 84115 185 South State Street, Suite 1300 (801) 463-5500 Salt Lake City, Utah 84111 (Name, address and telephone (801) 532-7840 number, including area code, of agent for service) -------------------- CALCULATION OF REGISTRATION FEE
========================================================================================================== Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities to be Amount to be Price per Offering Registration Registered Registered Share(1) Price(1) Fee(1) - - ---------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value . . . 600,000 shares $4.43 $2,660,172.00 $918.00 ==========================================================================================================
(1) Estimated pursuant to Rule 457(h)(1) for purposes of calculating the registration fee. With respect to 151,000 shares of the 600,000 being registered, the offering price per share, aggregate offering price and registration fee have been calculated upon the basis of the exercise price at which such options may be exercised, pursuant to Rule 457(h)(1). With respect to the remaining 449,000 shares being registered, for which the exercise price is not known, the offering price per share, aggregate offering price and registration fee are computed on the basis of the average of the high and low sales prices as reported on the NASDAQ Stock Market (National Market System) on November 3, 1995. ================================================================================ 2 The Registrant has previously filed a Registration Statement on Form S-8 (No. 33-62152) (the "Previous Registration Statement") with respect to 460,000 shares to be issued under the Summit Family Restaurants Inc. 1992 Stock Option Plan. This S-8 Registration Statement registers 600,000 additional shares of Common Stock issuable pursuant to the Summit Family Restaurants Inc. 1992 Stock Option Plan. In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statement are hereby incorporated by reference in this Registration Statement. PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The description of the Registrant's Common Stock, $.10 par value, contained in the Registrant's Registration Statement on Form 10 filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed under the Exchange Act for the purpose of updating such description, is hereby incorporated by reference. ITEM 8. EXHIBITS. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS 4.1 Certificate of Incorporation(1) 4.2 Certificate of Amendment of the Certificate of Incorporation of JB's Restaurants, Inc. dated February 25, 1987(2) 4.3 Certificate of Amendment of the Certificate of Incorporation of JB's Restaurants, Inc. dated April 4, 1995 4.4 Bylaws(1) 4.5 Amendment to Bylaws dated November 19, 1992(3) 4.6 Amendment to Bylaws dated October 27, 1993(4) 4.7 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company, dated October 11, 1993(4) 4.8 1992 Stock Option Plan as amended April 8, 1994 and November 18, 1994(5) OPINION RE LEGALITY 5 Opinion of Kimball, Parr, Waddoups, Brown & Gee - - --------------------- (1) Previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended September 29, 1985 and incorporated herein by reference. (2) Previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended September 27, 1987 and incorporated herein by reference. (3) Previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended September 28, 1992 and incorporated herein by reference. (4) Previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended September 27, 1993 and incorporated herein by reference. (5) Previously filed with the Commission as an exhibit to the Company's Annual Report on Form 10-K for the year ended September 26, 1994 and incorporated herein by reference. 2 3 CONSENTS OF EXPERTS AND COUNSEL 23.1 Consent of Kimball, Parr, Waddoups, Brown & Gee (included in Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP POWER OF ATTORNEY 24.1 Powers of Attorney (included on page 4 hereof) 3 4 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 Salt Lake, State of Utah on November 4, 1995. SUMMIT FAMILY RESTAURANTS INC. By:/s/ Don M. McComas ------------------------------------- Don M. McComas President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature to this Registration Statement appears below hereby constitutes and appoints Don M. McComas and David E. Pertl, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file all amendments and post-effective amendments to this Registration Statement, and any and all instruments or documents filed as part of or in connection with this Registration Statement or the amendments thereto and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.
Signature Title Date - - --------- ----- ---- Director, Chairman , 1995 - - ------------------------------ of the Board ---------- Clark D. Jones /s/ Don M. McComas Director, President November 4, 1995 - - ------------------------------ and Chief Executive Don M. McComas Officer (Principal Executive Officer) /s/ David E. Pertl Senior Vice President, November 6, 1995 - - ------------------------------ Chief Financial Officer David E. Pertl and Treasurer (Principal Financial and Accounting Officer) Director , 1995 - - ------------------------------ ---------- Frederick L. Bryant /s/ Norman N. Habermann Director November 3, 1995 - - ------------------------------ Norman N. Habermann /s/ Carl R. Hays Director November 2, 1995 - - ------------------------------ Carl R. Hays
4 5 Director , 1995 - - ------------------------------ ---------- Norton Parker /s/ William L. Paternotte Director November 2, 1995 - - ------------------------------ William L. Paternotte /s/ Ronald N. Paul Director November 3, 1995 - - ------------------------------ Ronald N. Paul Director , 1995 - - ------------------------------ ---------- Thomas J. Russo
5 EX-4.3 2 EX-4.3 1 Exhibit 4.3 Certificate of Amendment of the Certificate of Incorporation of JB's Restaurants, Inc. dated April 4, 1995 (Attached) 2 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF JB'S RESTAURANTS, INC. (Pursuant to Delaware Code, Title 8, Section 242) Don M. McComas hereby certifies that: 1. he is the President of JB's Restaurants, Inc. (the "Corporation"); 2. Article First of the Corporation's Certificate of Incorporation is hereby amended in its entirety as follows: FIRST: The name of this corporation is: Summit Family Restaurants Inc. 3. the foregoing amendment was duly approved by the Corporation's Board of Directors and the Corporation's shareholders. The undersigned hereby certifies, under penalties of perjury, that the foregoing amendment is his individual act and deed, and the act and deed of the Corporation, and that the facts stated above are true. Date: April 4, 1995 /s/ Don M. McComas ------------------------- Don M. McComas, President EX-5 3 EX-5 1 Exhibit 5 Opinion of Kimball, Parr, Waddoups, Brown & Gee (Attached) 2 November 6, 1995 The Board of Directors of Summit Family Restaurants Inc. 440 Lawndale Drive Salt Lake City, Utah 84115 Re: Summit Family Restaurants Inc. Registration Statement on Form S-8 Gentlemen: As counsel to Summit Family Restaurants Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed under the Securities Act of 1933, as amended, for registration of 600,000 shares (the "Shares") of Common Stock, $0.10 par value, of the Company to be offered, sold and issued by the Company pursuant to the Summit Family Restaurants Inc. 1992 Stock Option Plan, formerly known as JB's Restaurants, Inc. 1992 Stock Option Plan (the "Plan"), we have examined the originals or certified, conformed or reproduction copies of all such records, agreements, instruments and documents as we have deemed necessary as the basis for the opinion expressed herein. In all such examinations, we have assumed the genuineness of all signatures on original or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinion hereinafter expressed, we have relied upon certificates of public officials and statements or certificates of officers or representatives of the Company and others. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the terms and conditions of the Plan and pursuant to the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Kimball, Parr, Waddoups, Brown & Gee ---------------------------------------- KIMBALL, PARR, WADDOUPS, BROWN & GEE EX-23.2 4 EX-23.2 1 Exhibit 23.2 Consent of KPMG Peat Marwick LLP (Attached) 2 Independent Auditors Consent The Board of Directors Summit Family Restaurants, Inc.: We consent to incorporation by reference in the registration statement No. 33-62152 on Form S-8 of Summit Family Restaurants, Inc. and subsidiaries of our report dated November 4, 1994 relating to the consolidated balance sheets of Summit Family Restaurants, Inc. and subsidiaries as of September 26, 1994 and September 27, 1993, and the related consolidated statements of operations, stockholders equity, and cash flows and related schedules for each of the years in the three-year period ended September 26, 1994, which report appears in the September 26, 1994 annual report on Form 10-K of Summit Family Restaurants, Inc. and subsidiaries. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Salt Lake City, Utah November 2, 1995 -----END PRIVACY-ENHANCED MESSAGE-----