-----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, Bm4fRXSBr1p0hjOIkrUTUwlJnTtoar/191w3MTY6cxxoNvcIr6yIS7XLHtk7j7Yf /U7lIhfOwsY89mYaHPKAAg== 0000950135-97-001164.txt : 19970312 0000950135-97-001164.hdr.sgml : 19970312 ACCESSION NUMBER: 0000950135-97-001164 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970311 EFFECTIVENESS DATE: 19970311 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNO RESTAURANT CORP CENTRAL INDEX KEY: 0000812075 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 042953702 STATE OF INCORPORATION: DE FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23101 FILM NUMBER: 97554520 BUSINESS ADDRESS: STREET 1: 100 CHARLES PARK RD CITY: WEST ROXBURY STATE: MA ZIP: 02132 BUSINESS PHONE: 6173239200 MAIL ADDRESS: STREET 1: 100 CHARLES PARK ROAD CITY: WEST ROXBURY STATE: MA ZIP: 02132 S-8 1 UNO RESTAURANT CORP. 1997 EMPLOYEE SOP 1 As filed with the Securities and Exchange Commission on March 11, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- UNO RESTAURANT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 04-2953702 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132 -------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) UNO RESTAURANT CORPORATION 1997 EMPLOYEE STOCK OPTION PLAN ---------------------------------------------------------- (Full title of the plan) CRAIG S. MILLER, CHIEF EXECUTIVE OFFICER UNO RESTAURANT CORPORATION 100 CHARLES PARK ROAD, WEST ROXBURY, MASSACHUSETTS 02132 ---------------------------------------------------------- (Name and address of agent for service) (617) 323-9200 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ===========================================================================================
Title of Securities Amount Proposed Maxi- Proposed Maxi- Amount of to be to be mum Offering mum Aggregate Registra- Registered Registered Price Per Share(1) Offering Price(1) tion Fee - ------------------------------------------------------------------------------------------- Common Stock, $.01 par value 1,000,000(2) $6.875(3) $6,875,000(3) $2,083.33 =========================================================================================== (footnotes on next page)
EXHIBIT INDEX AT PAGE II-7 2 (1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. (2) Such presently indeterminable number of additional shares of Common Stock are also registered hereunder as may be issued in the event of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other similar change in Common Stock. (3) Based on the average high and low prices for the Registrant's Common Stock, $.01 par value (the "Common Stock") on March 5, 1997, as reported by the New York Stock Exchange, Inc. - -------------------------------------------------------------------------------- 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents are hereby incorporated by reference into this Registration Statement: (a) The Registrant's latest Annual Report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act), or the Registrant's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's documents referred to in (a) above; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed under the Exchange Act with the Securities and Exchange Commission on April 1, 1991, including any amendment or report filed for the purposes of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities 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. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- The validity of the shares of Common Stock to be issued in accordance with the Uno Restaurant Corporation 1997 Employee Stock Option Plan has been passed upon for the Registrant by Brown, Rudnick, Freed & Gesmer, One Financial Center, Boston, Massachusetts 02111. Certain members of Brown, Rudnick, Freed & Gesmer, P.C., a partner of Brown, Rudnick, Freed & Gesmer, are the beneficial holders of a nominal number of shares of Common Stock of the Registrant. Item 6. Indemnification of Directors and Officers. ----------------------------------------- DELAWARE LAW. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation to indemnify directors, officers, employees or agents of the corporation in civil suits if such party acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, as determined in accordance with the Delaware General Corporation Law. Section 145 requires indemnification if the party in question is successful on the merits or otherwise. With respect to derivative suits, a person may not be indemnified if he or she has been adjudged to be liable to the corporation, unless a court determines that such person is entitled to indemnification. Section 145 permits the advancement of expenses upon receipt of an undertaking to repay such amount if it shall ultimately be determined that such parties are not entitled to be indemnified. CERTIFICATE OF INCORPORATION. The Registrant's Restated Certificate of Incorporation, as amended, provides that, to the fullest extent permitted by Delaware law, no director of the Registrant shall be liable to the Registrant or its shareholders for monetary damages for breach of fiduciary duty of care as a director. Delaware law does not permit the elimination of liability and each director will be liable to the Registrant (i) for any breach of the director's duty of loyalty to the II-1 4 Registrant or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases, or (iv) for any transaction from which the director derived an improper personal benefit. The effect of this provision in the Restated Certificate of Incorporation is to eliminate the rights of the Registrant and its shareholders (through shareholders' derivative suits on behalf of the Registrant) to recover monetary damages against a director for breach of fiduciary duty as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (iv) above. This provision does not alter the liability of directors under the federal securities laws. The Registrant's Restated Certificate of Incorporation also provides that the Registrant may, to the fullest extent permitted by Delaware law, indemnify any and all persons whom it shall have power to indemnify under Delaware law from and against any and all of the expenses, liabilities or other matters referred to in or covered by Delaware law. The indemnification provided in the Restated Certificate of Incorporation is not exclusive of any other rights to which a person indemnified may be entitled under the Registrant's bylaws, any agreement, vote of shareholders or directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent. BYLAWS. The Registrant's Bylaws provide that the Registrant may indemnify present or former directors, officers, agents or employees ("Covered Persons") against all liabilities, including amounts paid in satisfaction of judgments, compromises, fines or penalties and expenses ("Expenses") incurred in connection with the defense or disposition of any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative ("Proceeding") if the Covered Person acted in good faith, and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Registrant, and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. However, no indemnification may be made with respect to any matter as to which a Covered Person has been adjudicated liable for negligence or misconduct in the performance of his or her duty, unless the court deciding the action determines that such Covered Person is entitled to indemnification. Indemnification may be provided in connection with a Proceeding in which it is claimed that a director or officer received an improper personal benefit by reason of his or her position, subject to the additional limitation that it shall not have been finally determined that an improper personal benefit was received by the director or officer. If any Covered Person has been wholly successful on the merits in the defense of any Proceeding by or in the name of the Registrant or any shareholder in his or her capacity as such, such Covered Person shall be indemnified by the Registrant against all Expenses incurred by him in connection therewith. The Registrant may advance attorney's fees or other Expenses reasonably incurred by a Covered Person in defending a Proceeding upon receipt of an undertaking to repay the amount advanced unless it is ultimately determined that the Covered Person is not entitled to indemnification for such fees and Expenses. The indemnification provided by the Bylaws is not exclusive of any other rights to which a Covered Person may be entitled by law, under the Restated Certificate of Incorporation of the Registrant, under any indemnification agreement with the Registrant or otherwise. The Registrant expressly has the authority to enter into agreements as the Board of Directors deems appropriate for the indemnification of present or future directors and officers of the Registrant. The Registrant may purchase and maintain insurance on its behalf and on behalf of any Covered Person against any liability asserted against such Covered Person and incurred by him or her in any capacity, or arising out of his or her status as such, whether or not the Registrant would have the power to indemnify him against such liability under the Bylaws. INDEMNIFICATION AGREEMENTS. The Registrant has entered into indemnification agreements with each of its directors and certain officers who are not directors and anticipates that it will enter into similar agreements with any future directors and certain future officers who are not directors. Generally, the indemnification agreements attempt to provide the maximum protection permitted by Delaware law with respect to the indemnification of directors. II-2 5 The indemnification agreements provide that the Registrant will pay certain amounts incurred by a director or officer in connection with any civil or criminal action or proceeding and specifically including actions by or in the name of the Registrant (derivative suits) where the individual's involvement is by reason of the fact that he or she is or was a director or officer. Such amounts include, to the maximum extent permitted by law, attorneys' fees, judgments, civil or criminal fines, settlement amounts, and other expenses customarily incurred in connection with legal proceedings. Under the indemnification agreements, a director or officer will not receive indemnification if he or she is found not to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Registrant. The agreements provide a number of procedures and presumptions used to determine the director's or officer's right to indemnification, and include a requirement that in order to receive an advancement of expenses, he or she must submit an undertaking to repay any expenses advanced on his or her behalf that are later determined that he or she was not entitled to receive. Item 7. Exemption From Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- (4) Instruments defining the rights of security holders, including indentures. (a) Specimen Certificate of Common Stock filed as Exhibit 4(a) to the Annual Report on Form 10-K for the fiscal year ended September 29, 1991.* (b) Restated Certificate of Incorporation, as amended, of the Registrant, filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1995 (the "April 2, 1995 Form 10-Q").* (c) Amended and Restated By-Laws of the Registrant, filed as Exhibit 3.2 to the April 2, 1995 Form 10-Q.* (5) Opinion regarding legality. (a) Legal Opinion of Brown, Rudnick, Freed & Gesmer. (24) Consents of experts and counsel. (a) Consent of Ernst & Young LLP, Independent Auditors. (b) Consent of Brown, Rudnick, Freed & Gesmer is included within their legal opinion filed as Exhibit (5)(a) hereof. (25) Power of Attorney. (99) Additional Exhibits. (b) Uno Restaurant Corporation 1997 Employee Stock Option Plan - ----------------------------- * Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission which documents are hereby incorporated by reference. II-3 6 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; (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 thereof) 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 volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end 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 a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (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 (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. (e) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security-holders that is incorporated by reference in the prospectus and furnished pursuant to, and meeting the requirements of, Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. II-4 7 (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under "Item 6 --- Indemnification of Directors and Officers" above, 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 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 whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES THE REGISTRANT -------------- 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 West Roxbury, Commonwealth of Massachusetts, on the 28th day of February, 1997. Uno Restaurant Corporation (Registrant) By: /s/ Craig S. Miller -------------------- Craig S. Miller, President 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 date indicated: Signature Title Date --------- ----- ---- /s/ Craig S. Miller President, Chief Executive February 28, 1997 - --------------------------- Officer, Chief Operating Craig S. Miller Officer and Director (Principal Executive Officer) /s/ Robert M. Brown Treasurer, Senior Vice February 28, 1997 - --------------------------- President - Finance, Chief Financial Robert M. Brown Officer and Director (Principal Financial and Accounting Officer) /s/ Aaron D. Spencer Chairman and Director February 28, 1997 - --------------------------- Aaron D. Spencer - --------------------------- Director February ___, 1997 S. James Coppersmith
II-5 8 /s/ John T. Gerlach Director February 28, 1997 - --------------------------- John T. Gerlach /s/ James F. Carlin Director February 26, 1997 - --------------------------- James F. Carlin /s/ Stephen J. Sweeney Director February 28, 1997 - --------------------------- Stephen J. Sweeney
II-6 9 EXHIBIT INDEX -------------
Exhibit Number Page ------ ---- (4)(a) Specimen Certificate of Common Stock filed as Exhibit 4(a) to the Annual Report on Form 10-K for the fiscal year ended September 29, 1991. * (4)(b) Restated Certificate of Incorporation, as amended of the Registrant, filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 1995 (the "April 2, 1995 Form 10-Q"). * (4)(c) Amended and Restate By-Laws of the Registrant, filed as Exhibit 3.2 to the * April 2, 1995 Form 10-Q. (5)(a) Legal Opinion of Brown, Rudnick, Freed & Gesmer. II-8 (24)(a) Consent of Ernst & Young LLP, Independent Auditors. II-12 (24)(b) Consent of Brown, Rudnick, Freed & Gesmer is included within their legal opinion filed as Exhibit (5)(a) hereof. (25) Power of Attorney. II-13 (99)(b) Uno Restaurant Corporation 1997 Employee Stock Option Program II-14 - ---------------------------- * Not filed herewith. In accordance with Rule 411(c) promulgated pursuant to the Securities Act of 1933, as amended, reference is made to the documents previously filed with the Securities and Exchange Commission which documents are hereby incorporated by reference.
II-7 EX-5.(A) 2 LEGAL OPINION OF BROWN, RUDNICK, FREED & GESMER 1 EXHIBIT (5)(a) Opinion of Brown, Rudnick, Freed & Gesmer March 10, 1997 Uno Restaurant Corporation 100 Charles Park Road West Roxbury, MA 02132 RE: Uno Restaurant Corporation REGISTRATION STATEMENT ON FORM S-8 ---------------------------------- Dear Ladies and Gentlemen: We have acted as legal counsel to Uno Restaurant Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") relating to 1,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares"). The Shares are to be granted pursuant to the Uno Restaurant Corporation 1997 Employee Stock Option Plan (the "Plan"). In connection with this Opinion Letter, we have examined the Registration Statement and the other documents listed on SCHEDULE A attached hereto (collectively, the "Documents"). We have not made any independent review or investigation of orders, judgments, rules or other regulations or decrees by which the Company or any of its property may be bound, nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company. With your concurrence, the opinion hereafter expressed, whether or not qualified by language such as "to our knowledge," is based solely upon (i) our review of the Documents, (ii) discussions with certain officers of the Company with respect to the Documents, (iii) discussions with those of our attorneys who have given substantive legal representation to the Company in connection with the Registration Statement, and (iv) such review of published sources of law as we have deemed necessary. This firm, in rendering legal opinions, customarily makes certain assumptions which are described in SCHEDULE B hereto. In the course of our representation of the Company in connection with the Registration Statement, nothing has come to our attention which causes us to believe reliance upon any of those assumptions is inappropriate, and, with your concurrence, the opinion hereafter expressed is based upon those assumptions. For purposes of those assumptions, the Enumerated Party referred to in SCHEDULE B is the Company. Our opinion hereafter expressed is limited to the laws of the Commonwealth of Massachusetts, Federal law and the General Corporation Law of the State of Delaware. We express no legal opinion upon any matter other than as explicitly addressed in numbered paragraph 1 below, and our express opinion therein contained shall not be interpreted to be implied opinions upon any other matter. Based upon and subject to the foregoing, we are of the opinion that: II-8 2 1. The Shares have been duly authorized, and when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to this firm wherever it appears in the Registration Statement. Very truly yours, BROWN, RUDNICK, FREED & GESMER By: Brown, Rudnick, Freed & Gesmer, P.C., a partner By: /s/ Steven R. London ------------------------------------------------- Steven R. London, duly authorized SRL/JGN/JRS II-9 3 SCHEDULE A LIST OF DOCUMENTS ----------------- In connection with the Opinion Letter to which this Schedule A is attached, we have reviewed the following Documents. However, except as otherwise expressly indicated, we have not reviewed any documents, instruments or agreements referred to in or listed upon any of the following Documents: (i) the Restated Certificate of Incorporation of the Company, as amended, as certified by the Secretary of State of the State of Delaware and a certificate of the Secretary of the Company that there have been no further amendments thereto; (ii) a copy of the Amended and Restated By-laws of the Company, certified by the Secretary of the Company as presently being in effect; (iii) the corporate minute books or other records of the Company pertaining to the proceedings of the stockholders and directors of the Company and a certificate of the Secretary of the Company as to certain resolutions of the directors of the Company; (iv) a certificate dated as of a recent date of the Secretary of State of the State of Delaware as to the good standing of the Company; (v) the Plan; and (vi) the Registration Statement. II-10 4 SCHEDULE B BROWN, RUDNICK, FREED & GESMER GOOD STANDING ASSUMPTIONS ------------------------- In rendering legal opinions in third party transactions, Brown, Rudnick, Freed & Gesmer makes certain customary assumptions described below: 1. Each natural person executing any of the Documents has sufficient legal capacity to enter into such Documents. 2. Each person other than the Enumerated Party has all requisite power and authority and has taken all necessary corporate or other action to enter into the Documents to which it is a party or by which it is bound, to the extent necessary to make the Documents enforceable against it. 3. Each person other than the Enumerated Party has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Documents against the Enumerated Party. 4. Each Document is accurate, complete and authentic, each original is authentic, each copy conforms to an authentic original and all signatures are genuine. 5. All official public records are accurate, complete and properly indexed and filed. II-11 EX-24.(A) 3 CONSENT OF ERNST & YOUNG 1 Exhibit 24(a) Consent of Ernst & Young LLP, Independent Auditors We consent to the incorporation by reference in the Registration Statements (Forms S-8) pertaining to the Uno Restaurant Corporation 1997 Employee Stock Option Plan and the Uno Restaurant Corporation Restricted Stock Program of our report dated November 1, 1996, with respect to the financial statements of Uno Restaurant Corporation included in the Annual Report (Form 10-K) for the year ended September 29, 1996. /S/ Ernst & Young LLP March 7, 1997 Boston, Massachusetts EX-25 4 POWER OF ATTORNEY 1 EXHIBIT (25) POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Craig S. Miller and Robert M. Brown, and each of them (with full power to each of them to act alone), 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 or 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 and 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 any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date --------- ----- ---- /s/ Craig S. Miller President, Chief Executive February 28, 1997 - --------------------------- Officer, Chief Operating Craig S. Miller Officer and Director (Principal Executive Officer) /s/ Robert M. Brown Treasurer, Senior Vice February 28, 1997 - --------------------------- ` President - Finance, Chief Financial Robert M. Brown Officer and Director (Principal Financial and Accounting Officer) /s/ Aaron D. Spencer Chairman and Director February 28, 1997 - --------------------------- Aaron D. Spencer - --------------------------- Director February ___, 1997 S. James Coppersmith /s/ John T. Gerlach Director February 28, 1997 - --------------------------- John T. Gerlach /s/ James F. Carlin Director February 26, 1997 - --------------------------- James F. Carlin /s/ Stephen J. Sweeney Director February 28, 1997 - --------------------------- Stephen J. Sweeney
II-13 EX-99.(B) 5 EMPLOYEE STOCK OPTION PROGRAM 1 EXHIBIT (99)(b) Uno Restaurant Corporation 1997 Employee Stock Option Plan ---------------------------------------------------------- Section I. Purpose of the Plan. ------------------- The purposes of this Uno Restaurant Corporation 1997 Employee Stock Option Plan (the "1997 Plan") are (i) to provide long-term incentives and rewards to those key employees (the "Employee Participants") of Uno Restaurant Corporation (the "Corporation") and its subsidiaries who are in a position to contribute to the long-term success and growth of the Corporation and its subsidiaries, (ii) to assist the Corporation in retaining and attracting executives and key employees with requisite experience and ability, and (iii) to associate more closely the interests of such executives and key employees with those of the Corporation's stockholders. Section II. Definitions. ----------- "CODE" is the Internal Revenue Code of 1986, as it may be amended from time to time. "Common Stock" is the $.01 par value common stock of the Corporation. ------------ "Committee" is defined in Section III, paragraph (a). --------- "Corporation" is defined in Section I. ----------- "CORPORATION ISOS" are all stock options (including 1997 Plan ISOs) which (i) are Incentive Stock Options and (ii) are granted under any plans (including this 1997 Plan) of the Corporation, a Parent Corporation and/or a Subsidiary Corporation. "Employee Participants" is defined in Section I. --------------------- "FAIR MARKET VALUE" of any property is the value of the property as reasonably determined by the Committee. "INCENTIVE STOCK OPTION" is a stock option which is treated as an incentive stock option under Section 422 of the Code. "1997 Plan" is defined in Section I. --------- "1997 Plan ISOs" are Stock Options which are Incentive Stock Options. -------------- "NON-EMPLOYEE DIRECTORS" has the meaning provided in Rule 16b-3(b) under the Securities Exchange Act of 1934, as amended. "NON-QUALIFIED OPTION" is a Stock Option which does not qualify as an Incentive Stock Option or for which the Committee provides, in the terms of such option and at the time such option is granted, that the option shall not be treated as an Incentive Stock Option. "PARENT CORPORATION" has the meaning provided in Section 424(e) of the Code. "PERMANENT AND TOTAL DISABILITY" has the meaning provided in Section 22(e)(3) of the Code. II-14 2 "SECTION 16" means Section 16 of the Securities Exchange Act of 1934, as amended, or any similar or successor statute, and any rules, regulations, or policies adopted or applied thereunder. "STOCKHOLDER APPROVAL" means the affirmative vote of at least a majority of the shares of Common Stock present and entitled to vote at a duly held meeting of the stockholders of the Corporation, unless a greater vote is required by state law, in which case such greater requirement shall apply. Stockholder approval may be obtained by written consent or other means, to the extent permitted by applicable state law. "STOCK OPTIONS" are rights granted pursuant to this 1997 Plan to purchase shares of Common Stock at a fixed price. "SUBSIDIARY CORPORATION" has the meaning provided in Section 424(f) of the Code. "TEN PERCENT STOCKHOLDER" means, with respect to a 1997 Plan ISO, any individual who directly or indirectly owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or any Parent Corporation or any Subsidiary Corporation at the time such 1997 Plan ISO is granted. Section III. Administration. -------------- (a) THE COMMITTEE. This 1997 Plan shall be administered by a compensation committee designated by the Board of Directors of the Corporation, which shall consist solely of two or more Non-Employee Directors designated by the Board of Directors (the administering body is hereafter referred to as the "Committee"). The Committee shall serve at the pleasure of the Board of Directors, which may from time to time, and in its sole discretion, discharge any member, appoint additional new members in substitution for those previously appointed and/or fill vacancies however caused. A majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. (b) AUTHORITY AND DISCRETION OF THE COMMITTEE. Subject to the express provisions of this 1997 Plan and provided that all actions taken shall be consistent with the purposes of this 1997 Plan, and subject to ratification by the Board of Directors only if required by applicable law, the Committee shall have full and complete authority and the sole discretion to: (i) determine those persons who shall constitute key employees eligible to be Employee Participants; (ii) select the Employee Participants to whom Stock Options shall be granted under this 1997 Plan; (iii) determine the size and the form of the Stock Options, if any, to be granted to any Employee Participant; (iv) determine the time or times such Stock Options shall be granted including the grant of Stock Options in connection with other awards made, or compensation paid, to the Employee Participant; (v) establish the terms and conditions upon which such Stock Options may be exercised, including the exercise of Stock Options in connection with other awards made, or compensation paid, to the Employee Participant; (vi) make or alter any restrictions and conditions upon such Stock Options and the Common Stock received on exercise thereof, including, but not limited to, providing for limitations on the Employee Participant's right to keep any Common Stock received on termination of employment; (vii) determine whether the Employee Participant or the Corporation has achieved any goals or otherwise satisfied any conditions or requirements that may be imposed on or related to the exercise of Stock Options; and (viii) adopt such rules and regulations, establish, define and/or interpret these and any other terms and conditions, and make all determinations (which may be on a case-by-case basis) deemed necessary or desirable for the administration of this 1997 Plan. (c) APPLICABLE LAW. This 1997 Plan, and all Stock Options shall be governed by the law of the state in which the Corporation is incorporated. Section IV. Terms of Stock Options. ---------------------- II-15 3 (a) AGREEMENTS. Stock Options shall be evidenced by a written agreement between the Corporation and the Employee Participant awarded the Stock Option. This agreement shall be in such form, and contain such terms and conditions (not inconsistent with this 1997 Plan) as the Committee may determine. If the Stock Option described therein is not intended to be an Incentive Stock Option, but otherwise qualifies as an Incentive Stock Option, the agreement shall include the following, or a similar, statement: "This stock option is not intended to be an Incentive Stock Option, as that term is described in Section 422 of the Internal Revenue Code of 1986, as amended." (b) TERM. Stock Options shall be for such periods as may be determined by the Committee, provided that in the case of 1997 Plan ISOs, the term of any such 1997 Plan ISO shall not extend beyond three months after the time the Employee Participant ceases to be an employee of the Corporation. Notwithstanding the foregoing, the Committee may provide in a 1997 Plan ISO that in the event of the Permanent and Total Disability or death of the Employee Participant, the 1997 Plan ISO may be exercised by the Employee Participant or his estate (if applicable) for a period of up to one year after the date of such Permanent and Total Disability or Death. In no event may a 1997 Plan ISO be exercisable (including provisions, if any, for exercise in installments) subsequent to ten years after the date of grant, or, in the case of 1997 Plan ISOs granted to Ten Percent Stockholders, more than five years after the date of grant. (c) PURCHASE PRICE. The purchase price of shares purchased pursuant to any Stock Option shall be determined by the Committee, and shall be paid by the Employee Participant or other person permitted to exercise the Stock Option in full upon exercise, (i) in cash, (ii) by delivery of shares of Common Stock (valued at their Fair Market Value on the date of such exercise), (iii) any other property (valued at its Fair Market Value on the date of such exercise), (iv) any combination of cash, stock and other property, or (v) by exercise of the Stock Option on a net issuance basis (a cashless exercise), with any payment made pursuant to subparagraphs (ii), (iii), (iv) or (v) only as permitted by the Committee, in its sole discretion. In no event will the purchase price of Common Stock be less than the par value of the Common Stock. Furthermore, the purchase price of Common Stock subject to a 1997 Plan ISO shall not be less than the Fair Market Value of the Common Stock on the date of the issuance of the 1997 Plan ISO, provided that in the case of 1997 Plan ISOs granted to Ten Percent Stockholders, the purchase price shall not be less than 110% of the Fair Market Value of the Common Stock on the date of issuance of the 1997 Plan ISO. (d) FURTHER RESTRICTIONS AS TO INCENTIVE STOCK OPTIONS. To the extent that the aggregate Fair Market Value of Common Stock with respect to which Corporation ISOs (determined without regard to this section) are exercisable for the first time by any Employee Participant during any calendar year exceeds $100,000, such Corporation ISOs shall be treated as options which are not Incentive Stock Options. For the purpose of this limitation, options shall be taken into account in the order granted, and the Committee may designate that portion of any Corporation ISO that shall be treated as not an Incentive Stock Option in the event that the provisions of this paragraph apply to a portion of any option, unless otherwise required by the Code or regulations of the Internal Revenue Service. The designation described in the preceding sentence may be made at such time as the Committee considers appropriate, including after the issuance of the option or at the time of its exercise. For the purpose of this section, Fair Market Value shall be determined as of the time the option with respect to such stock is granted. (e) RESTRICTIONS. Stock Options granted under the 1997 Plan may not be assigned or transferred except by will or the laws of descent and distribution or pursuant to a "qualified domestic relations order" as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended. At the discretion of the Committee, the Common Stock issued pursuant to the Stock Options granted hereunder may be subject to restrictions on vesting or transferability. For the purposes of this limitation, options shall be taken into account in the order granted. (f) WITHHOLDING OF TAXES. Pursuant to applicable federal, state, local or foreign laws, the Corporation may be required to collect income or other taxes upon the grant of a Stock Option to, or exercise of a Stock Option by, a holder. The Corporation may require, as a condition to the exercise of a Stock Option, or demand, at such other time as it may consider appropriate, that the Employee Participant pay the Corporation the amount of any taxes which the Corporation may determine is required to be withheld or collected, and the Employee Participant shall comply with the requirement or demand of the Corporation. In its discretion, the Corporation may withhold II-16 4 shares to be received upon exercise of a Stock Option if it deems this an appropriate method for withholding or collecting taxes. (g) SECURITIES LAW COMPLIANCE. Upon exercise (or partial exercise) of a Stock Option, the Employee Participant or other holder of the Stock Option shall make such representations and furnish such information as may, in the opinion of counsel for the Corporation, be appropriate to permit the Corporation to issue or transfer Common Stock in compliance with the provisions of applicable federal or state securities laws. The Corporation, in its discretion, may postpone the issuance and delivery of Common Stock upon any exercise of Stock Options until completion of such registration or other qualification of such shares under any federal or state laws, or stock exchange listing, as the Corporation may consider appropriate. Furthermore, the Corporation is not obligated to register or qualify the shares of Common Stock to be issued upon exercise of a Stock Option under federal or state securities laws (or to register or qualify them at any time thereafter), and it may refuse to issue such shares if, in its sole discretion, registration or exemption from registration is not practical or available. The Corporation may require that prior to the issuance or transfer of Common Stock upon exercise of a Stock Option, the Employee Participant enter into a written agreement to comply with any restrictions on subsequent disposition that the Corporation deems necessary or advisable under any applicable federal and state securities laws. Certificates for shares of Common Stock issued hereunder may bear a legend reflecting such restrictions. (h) RIGHT TO STOCK OPTION. No employee of the Corporation or any other person shall have any claim or right to be an Employee Participant in this 1997 Plan or to be granted a Stock Option hereunder. Neither this 1997 Plan nor any action taken hereunder shall be construed as giving any person any right to be retained in the employ of the Corporation. Nothing contained hereunder shall be construed as giving any person any equity or interest of any kind in any assets of the Corporation or creating a trust of any kind or a fiduciary relationship of any kind between the Corporation and any such person. As to any claim for any unpaid amounts under this 1997 Plan, any person having a claim for payments shall be an unsecured creditor. (i) INDEMNITY. Neither the Board of Directors nor the Committee, nor any members of either, nor any employees of the Corporation or any parent, subsidiary, or other affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this 1997 Plan, and the Corporation hereby agrees to indemnify the members of the Board of Directors, the members of the Committee, and the employees of the Corporation and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law. (j) PARTICIPATION BY FOREIGNERS. Without amending this 1997 Plan, except to the extent required by the Code in the case of Incentive Stock Options, the Committee may modify grants made to Employee Participants who are foreign nationals or employed outside the United States so as to recognize differences in local law, tax policy, or custom. Section V. Amendment and Termination; Adjustments Upon Changes in Stock. ------------------------------------------------------------ The Board of Directors of the Corporation may at any time, and from time to time, amend, suspend or terminate this 1997 Plan or any portion thereof, provided that no amendment shall be made without Stockholder approval if such approval is necessary to comply with any applicable tax requirement, any applicable rules or regulations of the Securities and Exchange Commission, including Rule 16(b)-3 (or any successor rule thereunder), or the rules and regulations of the New York Stock Exchange or any other exchange or stock market on which the Corporation's securities are listed or quoted. Except as provided herein, no amendment, suspension or termination of this 1997 Plan may affect the rights of an Employee Participant to whom a Stock Option has been granted without such Employee Participant's consent. The Committee is specifically authorized to convert, in its discretion, the unexercised portion of any 1997 Plan ISO granted to an Employee Participant to a Non-qualified Option at any time prior to the exercise, in full, of such 1997 Plan ISO. If there shall be any change in the Common Stock or to any Stock Option granted under this 1997 Plan through merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure of the Corporation, appropriate adjustments may be made by the Committee (or if the Corporation is not the surviving corporation in any such transaction, the Board of II-17 5 Directors of the surviving corporation, or its designee) in the aggregate number and kind of shares subject to this 1997 Plan, and the number and kind of shares and the price per share subject to outstanding Stock Options, provided that such adjustment does not affect the qualification of any 1997 Plan ISO as an Incentive Stock Option. In connection with the foregoing, the Committee may issue new Stock Options in exchange for outstanding Stock Options. Section VI. Shares of Common Stock Subject to the Plan. ------------------------------------------ The number of shares of Common Stock that may be the subject of awards under this 1997 Plan shall not exceed an aggregate of 1,000,000 shares. Shares to be delivered under this 1997 Plan may be either authorized but unissued shares of Common Stock or treasury shares. Any shares subject to a Stock Option hereunder which for any reason terminates, is cancelled or otherwise expires unexercised, and any shares reacquired by the Corporation due to restrictions imposed on the shares, shares returned because payment is made hereunder in Common Stock of equivalent value rather than in cash, and/or shares reacquired from a recipient for any other reason shall, at such time, no longer count towards the aggregate number of shares which have been the subject of Stock Options issued hereunder, and such number of shares shall be subject to further awards under this 1997 Plan, provided, first, that the total number of shares then eligible for award under this 1997 Plan may not exceed the total specified in the first sentence of this Section VI, and second, that the number of shares subject to further awards shall not be increased in any way that would cause this 1997 Plan or any Stock Option to not comply with Section 16, if applicable to the Corporation. Section VII. Effective Date and Term of the Plan. ----------------------------------- Provided there is Stockholder Approval on or before January 21, 1998, the effective date of this 1997 Plan is January 21, 1997 (the "Effective Date") and awards under this 1997 Plan may be made for a period of ten years commencing on the Effective Date. The period during which a Stock Option may be exercised may extend beyond that time as provided herein. II-18 -----END PRIVACY-ENHANCED MESSAGE-----