-----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, VEG+LBeL5d/Xl046Dlt6RA0G/j8JmmNikAmNJGcL0cBcB987PEGanpvfV7MfcAoo 739KD1wTVZ81+Hm19hGgLw== 0000068270-96-000037.txt : 19960506 0000068270-96-000037.hdr.sgml : 19960506 ACCESSION NUMBER: 0000068270-96-000037 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960503 EFFECTIVENESS DATE: 19960522 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RUBY TUESDAY INC CENTRAL INDEX KEY: 0000068270 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 630475239 STATE OF INCORPORATION: GA FISCAL YEAR END: 0605 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-03157 FILM NUMBER: 96556330 BUSINESS ADDRESS: STREET 1: 4721 MORRISON DR STREET 2: P O BOX 160266 CITY: MOBILE STATE: AL ZIP: 36625 BUSINESS PHONE: 2053443000 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON RESTAURANTS INC/ DATE OF NAME CHANGE: 19930923 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MORRISON CAFETERIAS CONSOLIDATED INC DATE OF NAME CHANGE: 19680605 S-8 1 As filed with the Securities and Exchange Commission on May 3, 1996. Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RUBY TUESDAY, INC. (Exact Name of Registrant as Specified in its Charter) GEORGIA 63-0475239 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 4721 MORRISON DRIVE, MOBILE, ALABAMA 36625 (Address of Principal Executive Offices) (Zip Code) 1993 NON-EXECUTIVE STOCK INCENTIVE PLAN (Full Title of the Plan) Pfilip G. Hunt, Esq. Ruby Tuesday, Inc. 4721 Morrison Drive, Mobile, Alabama 36625 (Name and Address of Agent for Service) (334) 344-3000 (Telephone Number, Including Area Code, of Agent for Service) Copy to: Gabriel Dumitrescu, Esq. Powell, Goldstein, Frazer & Murphy 191 Peachtree Street, N.E. Sixteenth Floor Atlanta, Georgia 30303 CALCULATION OF REGISTRATION FEE Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Per Offering Registration Registered Registered Share Price Fee Common Stock, 1,000,000 $20.41(2) $20,410,000(3) $7,037.98 $0.01 par shares(1) value Series A Junior Participating 1,000,000 Preferred Stock rights Purchase Rights(4) (1) Representing shares of the Registrant's common stock, $.01 par value (the "Common Stock") that may be issued and sold by the Registrant in connection with the Registrant's 1993 Non-Executive Stock Incentive Plan, as amended (the "Plan"). This Registration Statement also covers such indeterminable number of additional shares as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Plan. Pursuant to a separate Registration Statement on Form S-8 (Reg. No. 33-70490), as amended, the Registrant previously registered 500,000 shares of Common Stock not included in the above figure (as adjusted for historical stock splits and a reverse stock split) subject to issuance under the Plan. (2) The average of the high and low prices of the Registrant's Common Stock as reported by the New York Stock Exchange on May 1, 1996. (3) The aggregate offering price is calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended. (4) The Series A Junior Participating Preferred Stock Purchase Rights (the "Rights") are attached to the shares of Common Stock being registered hereby and will be issued for no additional consideration. Therefore, no additional registration fee is required for the registration of the Rights. Incorporation by reference of contents of Registration Statement on Form S-8(File No. 33-70490). The contents of the Registration Statement on Form S-8 filed by the Registrant on October 18, 1993, as amended by the Post- Effective Amendment No. 1 to such Form S-8 filed by the Registrant on April 29, 1996 (File No. 33-70490) relating to the Plan are hereby incorporated by reference pursuant to General Instruction E to Form S-8. Item 8. Exhibits. The following opinions and consents are filed with this Registration Statement. Exhibit Number Description 5 Opinion of counsel with respect to the securities being registered. 23.1 Consent of counsel (included in Exhibit 5). 23.2 Consent of independent auditors. 24 Power of Attorney (see signature pages to this Registration Statement). 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 Mobile, Alabama, on the 27th day of March, 1996. RUBY TUESDAY, INC. By:/s/ Samuel E. Beall, III Samuel E. Beall, III, Chairman of the Board and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel E. Beall, III and Pfilip G. Hunt, and either of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) 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, and each of them, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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 indicated on the date indicated. Signature Title Date /s/ Samuel E. Beall, III Chief Executive Officer March 27, 1996 Samuel E. Beall, III and Chairman of the Board (Principal Executive Officer) /s/ J. Russell Mothershed Senior Vice President, Finance March27, 1996 J. Russell Mothershed (Principal Financial Officer) /s/ Arthur R. Outlaw Vice Chairman of March 27, 1996 Arthur R. Outlaw the Board /s/ Claire L. Arnold Director March 27, 1996 Claire L. Arnold /s/ John B. McKinnon Director March 27, 1996 John B. McKinnon /s/ Dr. Benjamin F. Payton Director March 27, 1996 Dr. Benjamin F. Payton /s/ Dr. Donald Ratajczak Director March 27, 1996 Dr. Donald Ratajczak /s/ Dolph W. von Arx Director March 27, 1996 Dolph W. von Arx EXHIBIT INDEX Exhibit Page Number Description Number 5 Opinion of counsel with respect to the securities being registered. 23.1 Consent of counsel (included in Exhibit 5). 23.2 Consent of independent auditors. 24 Power of Attorney (see signature pages to this Registration Statement). EX-5 2 May 3, 1996 Ruby Tuesday, Inc. 4721 Morrison Drive Mobile, Alabama 36609 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have served as counsel for Ruby Tuesday, Inc., a Georgia corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement") of an aggregate of 1,000,000 shares (the "Shares") of common stock, $.01 par value, of the Company, to be offered and sold by the Company pursuant to its 1993 Non-Executive Stock Incentive Plan (the "Plan"). We have examined and are familiar with originals or copies (certified, photostatic or otherwise identified to our satisfaction) of such documents, corporate records and other instruments relating to the incorporation of the Company and the adoption of the Plan as we have deemed necessary and advisable. In all such examinations, we have assumed the genuineness of all signatures on all originals and copies of documents we have examined, the authenticity of all documents submitted to us as originals and the conformity to original documents of all certified, conformed or photostatic copies. As to questions of fact material and relevant to our opinion, we have relied upon certificates or representations of Company officials and of appropriate state, local and federal officials. We express no opinion as to matters under or involving laws other than the laws of the State of Georgia. Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, it is our opinion that: 1. The Shares have been duly authorized; and 2. Upon the issuance and delivery of the Shares upon receipt of lawful consideration therefor pursuant to the Plan, such Shares will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, POWELL, GOLDSTEIN, FRAZER & MURPHY EX-23 3 Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33 ) pertaining to the 1993 Non- Executive Stock Incentive Plan of our reports dated August 31, 1995, with respect to the consolidated financial statements of Ruby Tuesday, Inc. (formerly Morrison Restaurants Inc.) incorporated by reference in its Annual Report (Form 10-K) for the year ended June 3, 1995 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/Ernst & Young, LLP Ernst & Young, LLP Birmingham, Alabama April 29, 1996 -----END PRIVACY-ENHANCED MESSAGE-----