-----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, QGnrr/T93BAAKvAFK2gOQDkpCYeZHTPV98xDFGZOXh4NObi4PfpyNOq8iUryPuVs ltJCDzh0rHPxLTxd42TDrg== 0000950117-01-501014.txt : 20010820 0000950117-01-501014.hdr.sgml : 20010820 ACCESSION NUMBER: 0000950117-01-501014 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010817 EFFECTIVENESS DATE: 20010817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARK RESTAURANTS CORP CENTRAL INDEX KEY: 0000779544 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 133156768 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67836 FILM NUMBER: 1718137 BUSINESS ADDRESS: STREET 1: 85 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10003-3019 BUSINESS PHONE: 2122068800 MAIL ADDRESS: STREET 1: 85 FIFTH AVENUE STREET 2: 85 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10003-3019 S-8 1 a31146.txt ARK RESTAURANTS CORP. S-8 As filed with the Securities and Exchange Commission on August 17, 2001. Registration No. 333- - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ARK RESTAURANTS CORP. (Exact name of Registrant as specified in its charter) New York 13-3156768 (State or other jurisdiction of (I.R.S. employer identification number) incorporation or organization) 85 Fifth Avenue New York, New York 10003 (Address of principal executive offices) (Zip Code) 1996 STOCK OPTION PLAN (Full title of the plan) SHACK SIEGEL KATZ FLAHERTY & GOODMAN P.C. 530 Fifth Avenue New York, New York 10036 Attn: Paul S. Goodman, Esq. (Name and address of agent for service) (212) 782-0700 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------- Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered(1) offering price per share(2) aggregate offering price Registration Fee - ------------------------------------------------------------------------------------------------------------------------- Common Stock, 380,000 $9.08 $3,450,400 $862.60 par value $.01 per share - -------------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares of the Registrant's Common Stock which may become issuable under the 1996 Stock Option Plan (the "Plan") by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of Registrant's Common Stock. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933 on the basis of the average of the high and low prices of the Registrant's Common Stock on August 14, 2001, as reported on the NASDAQ National Market System. - ------------------------------------------------------------------------------ EXPLANATORY NOTE AND INCORPORATION BY REFERENCE OF CONTENTS OF EARLIER REGISTRATION STATEMENT ON FORM S-8, FILE NO. 333-25363 The Ark Restaurants Corp. 1996 Stock Option Plan (the "Plan") has been amended to increase the number of shares of common stock, par value $0.01 per share, available for awards thereunder to 650,000. A Registration Statement on Form S-8, File No. 333-25363 was filed previously with the SEC by the Registrant to register 270,000 shares of its common stock issued or issuable under the Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed to register the additional 380,000 shares of common stock issuable under the Plan. The contents of the prior Registration Statement relating to the 1996 Stock Option Plan, File No. 333-25363, are incorporated herein by reference.
Exhibit Number Description - -------------- ----------- 4.1 Certificate of Incorporation of the Registrant, filed on January 4, 1983, incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 1994 (the "1994 10-K"). 4.2 Certificate of Amendment of the Certificate of Incorporation of the Registrant filed on October 11, 1985, incorporated by reference to Exhibit 3.2 to the 1994 10-K. 4.3 Certificate of Amendment of the Certificate of Incorporation of the Registrant filed on July 21, 1988, incorporated by reference to Exhibit 3.3 to the 1994 10-K. 4.4 By-Laws of the Registrant, incorporated by reference to Exhibit 3.4 to the 1994 10-K. 5 Opinion of Shack Siegel Katz Flaherty & Goodman P.C. with respect to the legality of the Shares being registered hereby. 23.1 Consent of Shack Siegel Katz Flaherty & Goodman P.C. (contained in the opinion filed as Exhibit 5 hereto). 23.2 Independent Auditors' Consent of Deloitte & Touche LLP. 24 Power of Attorney (contained on the signature page hereof).
2 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 New York, State of New York, on this 17th day of August, 2001. ARK RESTAURANTS CORP. By:/s/ Michael Weinstein ------------------------------------ Michael Weinstein, President POWER OF ATTORNEY Each person whose signature to this Registration Statement appears below hereby appoints Michael Weinstein and Robert Towers, and each of them acting singly, as his attorney-in-fact, to sign in his behalf individually and in the capacity stated below and to file all amendments and post-effective amendments to this Registration Statement, which amendment or amendments may make such changes and additions to this Registration Statement as such attorney-in-fact may deem necessary or appropriate. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the date indicated.
Signature Date Capacity in Which Signed --------- ---- ------------------------ /s/ Michael Weinstein August 17, 2001 President, Chief Executive Officer and - -------------------------- Director of the Registrant Michael Weinstein (Principal Executive Officer) /s/ Ernest Bogen August 17, 2001 Chairman of the Board and Director of the - --------------------------- Registrant Ernest Bogen /s/ Robert Towers August 17, 2001 Executive Vice President, Chief Operating - --------------------------- Officer, Treasurer and Director of the Registrant Robert Towers /s/ Vincent Pascal August 17, 2001 Senior Vice President, Secretary and Director of - --------------------------- the Registrant Vincent Pascal /s/ Andrew Kuruc August 17, 2001 Senior Vice President, Chief Financial Officer, - --------------------------- Controller and Director of the Registrant Andrew Kuruc (Principal Accounting Officer) /s/ Paul Gordon August 17, 2001 Senior Vice President and Director of the - --------------------------- Registrant Paul Gordon /s/ Jay Galin August 17, 2001 Director of the Registrant - --------------------------- Jay Galin /s/ Donald D. Shack August 17, 2001 Director of the Registrant - ------------------------ Donald D. Shack /s/ Bruce R. Lewin August 17, 2001 Director of the Registrant - --------------------------- Bruce R. Lewin
3 EXHIBIT INDEX
Exhibit Number Description - ------- ----------- 4.1 Certificate of Incorporation of the Registrant, filed on January 4, 1983, incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended October 1, 1994 (the "1994 10-K"). 4.2 Certificate of Amendment of the Certificate of Incorporation of the Registrant filed on October 11, 1985, incorporated by reference to Exhibit 3.2 to the 1994 10-K. 4.3 Certificate of Amendment of the Certificate of Incorporation of the Registrant filed on July 21, 1988, incorporated by reference to Exhibit 3.3 to the 1994 10-K. 4.4 By-Laws of the Registrant, incorporated by reference to Exhibit 3.4 to the 1994 10-K. 5 Opinion of Shack Siegel Katz Flaherty & Goodman P.C. with respect to the legality of the Shares being registered hereby. 23.1 Consent of Shack Siegel Katz Flaherty & Goodman P.C. (contained in the opinion filed as Exhibit 5 hereto). 23.2 Independent Auditors' Consent of Deloitte & Touche LLP. 24 Power of Attorney (contained on the signature page hereof).
EX-5 3 ex-5.txt EXHIBIT 5 EXHIBIT 5 Shack Siegel Katz Flaherty & Goodman P.C. 530 Fifth Avenue New York, New York 10036 (212) 782-0700 August 17, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Form S-8 Registration Statement 380,000 shares of Common Stock of Ark Restaurants Corp. Ladies and Gentlemen: We have acted as counsel to Ark Restaurants Corp., a New York corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), relating to 380,000 shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), which may be issued and sold pursuant to the Company's 1996 Stock Option Plan (the "Plan"). In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Plan; (ii) the Registration Statement; (iii) the Certificate of Incorporation, as amended, of the Company; (iv) the By-Laws of the Company, as restated on October 15, 1985 and amended on February 12, 1988; (v) proceedings of the Board of Directors and Shareholders of the Registrant; and (vi) such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, we are of the opinion that the issuance of the shares of Common Stock upon the exercise of options granted or to be granted under the Plan has been duly authorized and that such shares of Common Stock, when issued and delivered upon exercise of the options granted in accordance with the terms of the Plan, and assuming full payment for the shares of Common Stock thereby issued, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. The law covered by the opinions expressed herein is limited to the corporate laws of the State of New York. Very truly yours, SHACK SIEGEL KATZ FLAHERTY & GOODMAN P.C. By:/s/ Paul S. Goodman --------------------------------- Paul S. Goodman EX-23 4 ex23-2.txt EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement on Form S-8 of Ark Restaurants Corp. of our report dated December 1, 2000, appearing in the Annual Report on Form 10-K of Ark Restaurants Corp. for the year ended September 30, 2000. DELOITTE & TOUCHE LLP New York, New York August 8, 2001 -----END PRIVACY-ENHANCED MESSAGE-----