S-3DPOS 1 rs333-02958.txt POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 As filed with the Securities and Exchange Commission on May 18, 2005 Registration Statement No. 333-02958 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AVADO BRANDS, INC. ------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) Georgia 59-2778983 ------------------------------- ---------------- (State or other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) HANCOCK AT WASHINGTON MADSION, GEORGIA 30650 (706) 342-4552 (Address of principal executive offices) (Zip Code) Mitch Blocher Vice President, Financial Complaince and Reporting AVADO BRANDS, INC. HANCOCK AT WASHINGTON MADISON, GEORGIA 30650 (706) 342-4552 (Telephone number, including area code, of agent for service) --------------------------- APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: Not applicable. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement of the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box [ ] ----------------------------------------------- This Post-Effective Amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933 on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine. DEREGISTRATION OF SECURITIES Avado Brands, Inc. hereby withdraws from registration all securities registered for sale hereon which have not been sold under the Registration Statement. 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-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Madison, State of Georgia, on this 18th day of May, 2005. AVADO BRANDS, INC. By:/s/Raymond P. Barbrick -------------------------- Raymond P. Barbrick Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date ------------------------ -------- ------------ /s/ Emilio Alvarez-Recio Director May 18, 2005 /s/ Jerome A. Atkinson Director May 18, 2005 /s/ William V. Lapham Director May 18, 2005 /s/ Robert Sroka Director May 18, 2005 3