0000840826-95-000027.txt : 19950915 0000840826-95-000027.hdr.sgml : 19950915 ACCESSION NUMBER: 0000840826-95-000027 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950914 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAKA INTERNATIONAL INC CENTRAL INDEX KEY: 0000840826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 043024178 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-62387 FILM NUMBER: 95573800 BUSINESS ADDRESS: STREET 1: ONE CORPORATE PL STREET 2: 55 FERNCROFT RD CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 5087749115 MAIL ADDRESS: STREET 1: ONE CORPORATE PLACE 55 FERNCROFT RD CITY: DANVERS STATE: MA ZIP: 01923 424B2 1 PROSPECTUS SUPPLEMENT (To Prospectus dated September 11, 1995) Filed Pursuant to Rule 424(b)(2) Registration Statement - Form S-3 File No. 33-62387 1,332,847 Shares DAKA International, Inc. Common Stock _____________________________ This Prospectus Supplement relates to the offering and sale (the "Offering") of 1,332,847 shares of common stock, $.01 par value per share (the "Common Stock"), of DAKA International, Inc. ("DAKA" or the "Company") by certain stockholders of the Company (the "Selling Stockholders") through Equitable Securities Corporation and Tucker Anthony Incorporated, as broker- dealers. These shares of Common Stock are being sold in block transactions (which may involve crosses) in which the broker-dealers may sell all or a portion of such shares as agent, but may position and resell all or a portion of the block as principal to facilitate the transaction. The Selling Stockholders have agreed to reimburse the broker-dealers for their reasonable out-of-pocket expenses (not to exceed $35,000) incurred in connection with the sale of shares of Common Stock offered hereby. Equitable Securities Corporation and Tucker Anthony Incorporated may be deemed to be "underwriter" of these shares within the meaning of the Securities Act of 1933, as amended, in which case any commissions or discounts received by them from the Selling Stockholders and any profit on the resale of the shares of Common Stock offered hereby purchased by them may be deemed to be underwriting compensation. The Company has agreed to indemnify Equitable Securities Corporation and Tucker Anthony Incorporated against certain liabilities, including liabilities under the Securities Act of 1933. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Proceeds to Price to Selling Public Commissions Stockholders Per Share. . . . . . . . . $28.625 $.5725 $28.0525 Total. . . . . . . . . . . $38,152,745 $763,055 $37,389,690
The date of this Prospectus Supplement is September 13, 1995 [This page intentionally left blank] PROSPECTUS 1,332,847 Shares DAKA International, Inc. Common Stock _____________________________ This Prospectus relates to the offering and sale (the "Offering") of up to 1,332,847 shares of common stock, $.01 par value per share (the "Common Stock"), of DAKA International, Inc. ("DAKA" or the "Company") to be held by certain stockholders of the Company (the "Selling Stockholders") upon the election of such Selling Stockholders to convert certain shares of Series A Preferred Stock, $.01 par value per share (the "Preferred Stock"), of the Company into shares of Common Stock. See "Plan of Distribution" and "Selling Stockholders." The registration of the shares of Common Stock offered hereby does not necessarily mean that the Selling Stockholders will elect to convert all or any of their shares of Preferred Stock or that, upon such conversion, any shares of Common Stock will be offered or sold by the Selling Stockholders. The Company has been advised by each of the Selling Stockholders that each Selling Stockholder, acting as principal for its own account, directly, through agents designated from time to time, or through dealers or underwriters also to be designated, may sell all or a portion of the Common Stock offered hereby from time to time on terms to be determined at the time of sale. To the extent required, the specific shares of Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices and the public offering prices, the names of any such agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying Prospectus Supplement or, if appropriate, a post-effective amendment to the Registration Statement of which this Prospectus is a part. See "Plan of Distribution." Each of the Selling Stockholders reserves the sole right to accept and, together with their respective agents from time to time, to reject, in whole or in part, any proposed purchase of shares of Common Stock to be made directly or through agents. The aggregate proceeds to the Selling Stockholders from the sale of the Common Stock offered hereby will be the purchase price of the Common Stock sold less the aggregate agents' commissions and underwriters' discount, if any, and other expenses of issuance and distribution not borne by the Company. The Company will pay all of the expenses of the Offering other than brokerage or underwriting commissions. See "Registration Rights" and "Plan of Distribution" for indemnification arrangements between the Company and the Selling Stockholders. The Company will not receive any proceeds from the sale of the Common Stock offered hereby by the Selling Stockholders. The Common Stock is traded over-the-counter and is quoted on the Nasdaq National Market ("NASDAQ") under the symbol "DKAI." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ___________________ The date of this Prospectus is September 11, 1995. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC" or the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's Regional Offices at 7 World Trade Center, 13th Floor, New York, New York 10048, and Northwestern Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can be obtained upon written request from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The Registration Statement, including exhibits thereto, may be inspected and copied at the locations described above. Statements contained in this Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents previously filed by the Company with the Commission pursuant to the Exchange Act are incorporated in this Prospectus by reference: (i) the Company's Annual Report on Form 10-K for the fiscal year ended July 1, 1995 (File No. 0-17229) as filed on September 1, 1995, and (ii) the description of the Company's Common Stock contained in its Registration Statement on Form S-4 (No. 33-24819) as filed on October 7, 1988 and amended by Amendment No. 1, filed on October 13, 1988. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or that deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein (or in an applicable Prospectus Supplement) or in any subsequently filed document that is incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Prospectus or any Prospectus Supplement, except as so modified or superseded. The Company will provide, without charge, to each person, including any owner of Common Stock, to whom a copy of this Prospectus is delivered, at the written or oral request of such person, a copy of any or all of the documents incorporated herein by reference (other than exhibits thereto, unless such exhibits are specifically incorporated by reference into such documents). Requests for such copies should be directed to Michael A. Woodhouse, Chief Financial Officer, DAKA International, Inc., One Corporate Place, 55 Ferncroft Road, Danvers, Massachusetts 01923-4001, telephone (508) 774-9115. THE COMPANY DAKA was formed in 1988 in connection with the merger of Daka, Inc. ("Daka") and Fuddruckers, Inc. ("Fuddruckers"), and is a diversified foodservice and restaurant company operating in the contract foodservice management industry and in the restaurant industry. Daka provides restaurant-style contract foodservice management at a variety of schools and colleges, corporate offices, factories, healthcare facilities, museums and government offices. Fuddruckers owns, operates and franchises Fuddruckers restaurants, which specialize in moderately-priced, casual dining for families and adults. In 1994, the Company acquired a 57% voting interest in Americana Dining Corporation ("ADC"), a newly formed company which acquired two restaurants operated under the name "Champps Sports Cafe" pursuant to a license from Champps Entertainment, Inc. licensor and franchisor of Champps restaurants. ADC has the exclusive rights to develop Champps restaurants in Ohio, Florida and seven Illinois counties. Founded in 1973, Daka is one of the 10 largest contract foodservice management companies in the United States. Operating under the name "Daka Restaurants," Daka seeks to provide a retail restaurant atmosphere for its guests by operating, among other things, a variety of branded concepts such as Taco Bell, Burger King, Pizza Hut and Dunkin' Donuts pursuant to licensing arrangements, as well as its own signature concepts within its foodservice operations. In July 1993, Daka acquired the majority of the assets and foodservice contracts comprising Service America Corporation's educational foodservice business. The acquired business provides contract foodservice to a variety of colleges and universities, and to public and private elementary and secondary schools, many of which are located in geographic areas where Daka had a significant presence. In February 1995, Daka, through a newly formed 80% owned limited partnership, Daka Restaurants, L.P., acquired certain educational foodservice and corporate dining contracts from ServiceMaster Management Services L.P. The acquired contracts expanded Daka's geographic presence into the western United States and strengthened its existing presence in the midwest. Fuddruckers restaurants, with an average check of approximately $6.15 and a "Kids Eat Free" program after 4 PM on Monday through Thursday, are designed to appeal to both families and adults seeking value in a casual dining atmosphere. The menu prominently features Fuddruckers' signature hamburgers, which are cooked to order and served on buns baked daily "from scratch" at each restaurant. The Fuddruckers restaurant decor features an open grill area, a glassed-in butcher shop and meat display case, an open bakery and a colorful display island of fresh produce and a variety of condiments, sauces and melted cheeses from which guests may garnish their own meals. Fuddruckers opened its first restaurant in 1980 in San Antonio, Texas and as of July 1, 1995, has expanded its operations to include 98 Fuddruckers-owned and 70 franchised restaurants located throughout the United States and in Canada, the Middle East and Australia. In 1995, Fuddruckers opened 22 Fuddruckers-owned restaurants and 9 franchised restaurants. In 1996, Fuddruckers plans to open 30 domestic Fuddruckers-owned and 20 franchised restaurants of which up to 5 will be opened in foreign countries. The Company's principal executive offices are located at One Corporate Place, 55 Ferncroft Road, Danvers, Massachusetts 01923-4001, and its telephone number is (508) 774-9115. REGISTRATION RIGHTS The registration of the shares of Common Stock pursuant to the Registration Statement of which this Prospectus is a part will discharge certain of the Company's obligations under the terms of a Registration Rights Agreement dated as of January 17, 1992 with the holders of the Preferred Stock (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company has agreed to pay all expenses of effecting the registration of such shares of Common Stock (other than brokerage and underwriting commissions). The Company also has agreed to indemnify each Selling Stockholder under the Registration Rights Agreement and its officers, directors and other affiliated persons and any person who controls any Selling Stockholder against all losses, claims, damages and expenses arising under the securities laws in connection with the Registration Statement or this Prospectus or any amendment or supplement thereto or hereto, subject to certain limitations. In addition, the Selling Stockholders under the Registration Rights Agreement agreed to indemnify the Company and its directors, officers and any person who controls the Company against any losses, claims, damages and expenses arising under the securities laws in connection with the Registration Statement or this Prospectus or any amendment or supplement thereto or hereto, but only to the extent such loss, claim, damage or expense relates to written information furnished to the Company by such Selling Stockholder expressly for use in the Registration Statement or this Prospectus or any amendment or supplement thereto or hereto. SELLING STOCKHOLDERS The following table sets forth certain information with respect to the Selling Stockholders, including the number of shares of Common Stock beneficially owned by each Selling Stockholder as of the date of this Prospectus, the percentage of shares of voting stock outstanding held by each, the number of shares of Common Stock offered hereby and the number of shares of Common Stock beneficially owned after the Offering. There can be no assurance that all or any of the shares offered hereby will be sold.
Percentage Percentage of Shares of Shares Number of Shares of Voting Stock Number of Number of Shares of Voting of Common Stock Outstanding (2) Shares of of Common Stock Stock Beneficially Held Prior to Common Stock Beneficially Held Outstanding (2) Selling Stockholder Prior to the Offering(1) the Offering Stock Offered After the Offering(1) After the Offering First Capital Corporation 1,202,661 17.3% 982,074 220,587 3.2% of Chicago (3) Cross Creek Partners I (3)(4) 160,355 2.3% 130,945 29,410 * Protective Insurance 136,302 2.0% 136,302 -- -- Company (5) NS Associates, Inc. (5) 18,054 * 18,054 -- -- John G. Schreiber (5) 40,089 * 32,736 7,353 * Jennifer C. Schreiber 5,019 * 4,098 921 * Trust (5)(6) Heather E. Schreiber 5,019 * 4,098 921 * Trust (5)(6) Amy D. Schreiber 5,019 * 4,098 921 * Trust (5)(6) Michael D. Schreiber 5,020 * 4,098 922 * Trust (5)(6) Matthew D. Schreiber 5,004 * 4,086 918 * Trust (5)(6) Nicholas J. Schreiber 5,004 * 4,086 918 * Trust (5)(5) Molly E. Schreiber 5,004 * 4,086 918 * Trust (5)(6) Kaitlin E. Schreiber 5,004 * 4,086 918 * Trust (5)(6) ________________________________ * Less than one percent. (1) Includes, with respect to each indicated Selling Stockholder, Common Stock to be issued to such Selling Stockholder upon conversion by such Selling Stockholder of his or its shares of Preferred Stock, of which such Selling Stockholder is deemed to be the beneficial owner pursuant to Exchange Act Rule 13d-3. (2) Voting stock includes outstanding shares of Common Stock and all shares of Common Stock that may be issued to the holders of Preferred Stock upon conversion thereof. For purposes of determining the percentages set forth in the table, each share of Preferred Stock is counted as the equivalent of the number of shares of Common Stock into which it can be converted, whether or nor conversion has occurred, because holders of Preferred Stock are entitled to one vote on each matter submitted to a vote of the Company's stockholders for each share of Common Stock issuable upon conversion. (3) Eric C. Larson and Timothy A. Dugan, who are members of the Board of Directors of the Company, are general partners of Cross Creek Partners I, an investment partnership comprised of individual officers of The First National Bank of Chicago, an affiliate of First Capital Corporation of Chicago ("FCCC"). Mr. Larson and Mr. Dugan are the beneficial owners of a portion of the shares of Common Stock beneficially owned by Cross Creek Partners I by virtue of their general partnership interest therein. FCCC, an equity investment subsidiary of First Chicago Corporation, transferred a total of 15,000 shares of Preferred Stock to the other Selling Stockholders (excluding Cross Creek Partners I) on May 11, 1992, but retained all voting rights with respect thereto. Although by virtue of such retained voting rights FCCC is deemed to be a beneficial owner of the 10,553.955 shares of Preferred Stock still owned by such Selling Stockholders and the 234,532 shares of Common Stock issued or issuable upon conversion thereof, FCCC has no pecuniary interest in such shares or the shares of Common Stock issued upon conversion thereof and the ownership of Common Stock for FCCC set forth in this table does not include any such shares. (4) Excludes all shares beneficially owned by FCCC. Cross Creek Partners I is an investment partnership comprised of individual officers of The First National Bank of Chicago, an affiliate of FCCC. (5) FCCC transferred to this Selling Stockholder shares of Preferred Stock on May 11, 1992, but retained all voting rights with respect thereto. Although by virtue of such retained voting rights FCCC is deemed to be a beneficial owner of the shares of Preferred Stock still owned by such Selling Stockholder and the shares of Common Stock issued or issuable upon conversion thereof, FCCC has no pecuniary interest in such shares or the shares of Common Stock issued upon conversion thereof and the ownership of Common Stock for FCCC set forth in this table does not include any such shares. (6) Created under the John G. Schreiber 1987 Children's Trust U/A DTD 12/1/87. PLAN OF DISTRIBUTION The shares of Common Stock offered hereby may be sold from time to time in one or more transactions at a fixed offering price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. The Company will not receive any of the proceeds from this offering. The Selling Stockholders may from time to time offer shares of Common Stock offered hereby to or through underwriters, dealers or agents, who may receive consideration in the form of discounts and commissions; such compensation, which may be in excess of ordinary brokerage commissions, may be paid by the Selling Stockholders and/or the purchasers of the shares of Common Stock offered hereby for whom such underwriters, dealers or agents may act. Any such dealers or agents that participate in the distribution of the shares of Common Stock offered hereby may be deemed to be "underwriters" as defined in the Securities Act, and any profit on the sale of such shares of Common Stock offered hereby by them and any discounts, commissions or concessions received by any such dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. The aggregate proceeds to the Selling Stockholders from sales of the Common Stock offered by the Selling Stockholders hereby will be the purchase price of such Common Stock less any broker's commissions and underwriter's discounts. To the extent required by the Securities Act with respect to underwritten offerings, the specific shares of Common Stock to be sold, the names of the Selling Stockholders, the respective purchase prices and public offering prices, the names of the underwriter or underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying Prospectus Supplement or, if appropriate, a post-effective amendment to the Registration Statement of which this Prospectus is a part. The sale of shares of Common Stock by the Selling Stockholders may also be effected from time to time by selling shares directly to purchasers or to or through broker-dealers. In connection with any such sales, any such broker-dealer may act as agent for the Selling Stockholders or may purchase from the Selling Stockholders all or a portion of such shares as principal. Such sales may be made on NASDAQ or any exchange on which the shares of Common Stock are then traded, in the over-the-counter market, in negotiated transactions or otherwise at prices and at terms then prevailing or at prices related to the then-current market prices or at prices otherwise negotiated. Shares may also be sold in one or more of the following transactions: (i) block transactions (which may involve crosses) in which a broker-dealer may sell all or a portion of such shares as agent but may position and resell all or a portion of the block as principal to facilitate the transaction; (ii) purchases by any such broker-dealer as principal and resale by such broker-dealer for its own account pursuant to a Prospectus Supplement; (iii) a special offering, an exchange distribution or a secondary distribution in accordance with applicable NASDAQ rules; (iv) ordinary brokerage transactions and transactions in which any such broker-dealer solicits purchasers; (v) sales "at the market" to or through a market maker or into an existing trading market, on an exchange or otherwise, for such shares; and (vi) sales in other ways not involving market makers or established trading markets, including direct sales to institutions or individual purchasers. In effecting sales, broker-dealers engaged by the Selling Stockholders may arrange for other broker-dealers to participate. Broker-dealers will receive commissions or other compensation from the Selling Stockholders in amounts to be negotiated immediately prior to the sale that are not expected to exceed those customary in the types of transactions involved. Broker-dealers may also receive compensation from purchasers of the shares which is not expected to exceed that customary in the types of transactions involved. The Company will pay substantially all the expenses incurred by the Selling Stockholders and the Company incident to the offering and sale of the shares of Common Stock offered hereby to the public, but excluding any discounts, commissions and fees of underwriters, broker-dealers or agents. The Company has agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities under the Securities Act. LEGAL MATTERS Certain legal matters, including the legality of the Common Stock offered hereby, will be passed upon for the Company by Goodwin, Procter & Hoar, Boston, Massachusetts. EXPERTS The consolidated financial statements incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended July 1, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference in reliance upon the report of such firm, given upon their authority as experts in accounting and auditing. No dealer, salesperson or other individual has been authorized to give any information or make any representations not contained in this Prospectus Supplement and Prospectus. If given or made, such information or representation must not be relied upon as having been authorized by the Company or the Selling Stockholders. This Prospectus Supplement and Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the Common Stock in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus Supplement and Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has not been any change in the facts set forth in this Prospectus Supplement and Prospectus or in the affairs of the Company since the date hereof. ____________________ TABLE OF CONTENTS Page Available Information. . . . . . . . 2 Incorporation of Certain Documents by Reference. . . . . . . . . . . 2 The Company. . . . . . . . . . . . . 3 Registration Rights. . . . . . . . . 3 Selling Stockholders . . . . . . . . 4 Plan of Distribution . . . . . . . . 5 Legal Matters. . . . . . . . . . . . 6 Experts. . . . . . . . . . . . . . . 6 1,332,847 Shares DAKA International, Inc. Common Stock ____________________ PROSPECTUS SUPPLEMENT ____________________ September 13, 1995