S-8

As filed with the Securities and Exchange Commission on February 23, 2001
File No. _______________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AVADO BRANDS, INC.
(Exact Name of Issuer as Specified in its Charter)

Georgia
(State or Other Jurisdiction of
Incorporation or Organization) 59-2778983
(I.R.S. Employer
Identification Number)

Hancock at Washington
Madison, Georgia 30650
(706) 342-4552
(Address and Telephone Number of Issuer's Principal Executive Offices)

The Hops Grill & Bar, Inc. MP Equity Investment Plan
(Full Title of the Plan)

Erich J. Booth
Chief Financial Officer and Corporate Treasurer
Hancock at Washington
Madison, Georgia 30650
(706) 342-4552
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Larry D. Ledbetter, Esq.
KILPATRICK STOCKTON LLP
1100 Peachtree Street, N.E., Suite 2800
Atlanta, Georgia 30309-4530
(404) 815-6500
(404) 815-6555 (fax)

Calculation of Registration Fee

Title of Securities
to be Registered⁽¹⁾
Amount to
be Registered⁽²⁾ Proposed Maximum
Offering Price
Per Share⁽³⁾ Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee

Common Stock 1,000,000 shares $0.61 $610,000 $152.50

(1)	In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered pursuant to the employee benefit plan described herein (the “Plan”).
(2)	Pursuant to Rule 416 under the Securities Act, this Registration Statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends, or similar transactions.
(3)	Pursuant to Rule 457(h)(1) under the Securities Act, the offering price is estimated solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of Avado Brands, Inc. common stock on the Nasdaq Smallcap Market on February 15, 2001.

PART I.            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.            PLAN INFORMATION*.

ITEM 2.            REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*.

                         *Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II.            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.            INCORPORATION OF DOCUMENTS BY REFERENCE.

                        The following documents filed with the Securities and Exchange Commission are incorporated by reference into this registration statement (the “Registration Statement”) and are deemed to be a part hereof from the date of the filing of such documents:

(1)	Form 10-K of Avado Brands, Inc. (“Avado”) filed as of April 3, 2000 (Commission File Number 000-19542).
(2)	Form 10-Q of Avado filed as of May 17, 2000 (Commission File Number 000-19542).
(3)	Form 10-Q of Avado filed as of August 16, 2000 (Commission File Number 000-19542).
(4)	Form 10-Q of Avado filed as of November 15, 2000 (Commission File Number 000-19542).
(5)	The description of the Common Stock as contained in Avado’s Registration Statement on Form 8-A dated September 23, 1991 filed under Section 12 of the Exchange Act, including all amendments or reports filed for the purpose of updating such description.
(6)	All other documents subsequently filed by the registrant or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities that remain unsold.

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                         Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

                         Not Applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL.

                        Not Applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Under Section 14-2-202 of the Georgia Business Corporation Code (the “Code”), as amended, a corporation's articles of incorporation may eliminate or limit the liability of a director to the corporation or its shareholders for monetary damages for any action taken, or any failure to take any action, as a director, except liability for: (a) any appropriation, in violation of his or her duties, of any business opportunity of the corporation; (b) acts or omissions which involve intentional misconduct or a knowing violation of law; (c) the types of liability set forth in Code Section 14-2-832; or (d) any transaction from which the director received an improper personal benefit (the “Non-Excludable Liabilities”), provided that no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective. The Restated Articles of Incorporation of Avado provide that no director shall be personally liable to the corporation or its shareholders for monetary damages for breach of the duty of care or any other duty as a director, except that such liability shall not be eliminated with respect to the Non-Excludable Liabilities.

                The Code authorizes or, under certain circumstances, requires a corporation to indemnify an individual who is a party to a proceeding because he or she is or was a director or officer, against liability, expenses or both incurred in connection with the proceeding, subject to certain conditions. Avado’s Amended and Restated Bylaws (the “Bylaws”) provide for indemnification rights for directors and officers. The following is a summary of the material provisions of Article Eight of the Bylaws.

                Article 8.1 requires Avado to indemnify and hold harmless any director who was or is a party, or is threatened to be made a party, to any threatened, pending or completed civil, criminal, administrative, or investigative action, suit, or proceeding, including any action or suit by or in the right of Avado (each, a “Proceeding”), by reason of the fact that such person was or is a director, officer, employee, or agent of Avado, against any judgment, settlement, penalty, fine, or reasonable expenses incurred with respect to the Proceeding, except in connection with Non-Excludable Liabilities. Directors are also entitled to have Avado advance any such expenses prior to final disposition of the Proceeding, upon an undertaking to repay Avado if it is ultimately determined that they are not entitled to indemnification.

II-2

                Article 8.2 of the Bylaws provides that the Board of Directors has the power to extend to officers, employees, and agents of Avado all or any part of the indemnification permitted for such persons by the Code. The Board of Directors has extended indemnification rights to all of Avado’s executive officers.

                Avado, upon authorization of the Board of Directors, has the power to enter into an agreement or agreements providing indemnification rights pursuant to Article Eight to any person who was or is a director or officer of Avado. Avado has entered into indemnification agreements with its directors and executive officers.

                Article 8.3 of the Bylaws requires Avado to indemnify any director, and authorizes the Board of Directors to cause Avado to indemnify any officer, who is serving at Avado’s request as a director or officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, subject to the conditions, limitations, and obligations specified for indemnification of such persons for liabilities in connection with service directly to Avado.

                Article 8.6 of the Bylaws provides that Avado has the power to purchase and maintain insurance on behalf of any person who is or was a director or officer against any liability asserted against such person or incurred by such person in any such capacity, whether or not Avado has the power to indemnify such person against such liability under Article Eight.

                Under the Code, a corporation may purchase and maintain insurance on behalf of an individual who is a director or officer, whether or not the corporation would have the power to indemnify or advance expenses to him or her against the same liability. Avado has purchased and maintains directors and officers’ liability insurance coverage.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED.

                        Not Applicable.

II-3

ITEM 8.           EXHIBITS.

                         The exhibits included as part of this Registration Statement are as follows:

Exhibit Number Description

4.1	Restated Articles of Incorporation of Avado (incorporated herein by reference to Current Report on form 8-K of Avado, filed as of October 13, 1998, Commission File No. 000-19542)
4.2	Amended and Restated Bylaws of Avado (incorporated herein by reference to Exhibit 3.2 of Registration Statement of Avado on Form S-1, Commission File No. 33-42662)
4.3	The Hops Grill & Bar, Inc. MP Equity Investment Plan
23	Consent of KPMG LLP
24	Power of Attorney (see signature page)

ITEM 9.           UNDERTAKINGS

                         The undersigned registrant (“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 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.
(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.
(4)	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.

II-4

                         Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, 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 Securities 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 and will be governed by the final adjudication of such issue.

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SIGNATURES

                         Pursuant to the requirements of the Securities Act, 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 Madison, State of Georgia, on this 20th day of February, 2001.

	Avado Brands, Inc. (Registrant)
By:	/s/   Erich J. Booth Erich J. Booth Chief Financial Officer and Corporate Treasurer

POWER OF ATTORNEY

                         Each person whose signature appears below hereby constitutes and appoints Tom E. DuPree, Jr. and Erich J. Booth and either of them, his or her true and lawful attorney-in-fact with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

II-6

                         Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

/s/  Tom E. DuPree, Jr. Tom E. DuPree, Jr.
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Date: February 20, 2001

/s/  Erich J. Booth Erich J. Booth
Chief Financial Officer and Corporate Treasurer
(Principal Financial Officer and Principal Accounting
Officer) and Director
Date: February 20, 2001

/s/  Margaret E. Waldrep Margaret E. Waldrep
Director
Date: February 20, 2001

William P. McCormick
Director
Date: February __, 2001

/s/  Robert Sroka Robert Sroka
Director
Date: February 21, 2001

William V. Lapham
Director
Date: February __, 2001

Emilio Alvarez-Recio
Director
Date: February __, 2001

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                Pursuant to the requirements of the Securities Act of 1933, the persons who administer the employee benefit plan have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on February 19, 2001.

	The Hops Grill & Bar, Inc. MP Equity Investment Plan
By:	/s/  Katherine Asturias Katherine Asturias, Administrator

II-8

EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8

Exhibit Number Description

4.1	Restated Articles of Incorporation of Avado (incorporated herein by reference to Current Report on form 8-K of Avado, filed as of October 13, 1998, Commission File No. 000-19542)
4.2	Amended and Restated Bylaws of Avado (incorporated herein by reference to Exhibit 3.2 of Registration Statement of Avado on Form S-1, Commission File No. 33-42662)
4.3	The Hops Grill & Bar, Inc. MP Equity Investment Plan
23	Consent of KPMG LLP
24	Power of Attorney (see signature page)

EX-4.3

EXHIBIT 4.3           

The Hops Grill & Bar, Inc. MP Equity Investment Plan

                The title of the plan described herein (the “Plan”) is “The Hops Grill & Bar, Inc. MP Equity Investment Plan.”

                General managers and other prospective managing partners of Hops restaurants (“Restaurants”) operated by Hops Grill & Bar, Inc. (the “Company”) who are employees of the Company (“Employees”) will be eligible to participate in the Plan if selected to participate by the Company. Each Employee selected to participate in the Plan will be offered an employment agreement (the “Employment Agreement”) and a pledge agreement (the “Pledge Agreement”, collectively with the Employment Agreement, the “Agreements”) by the Company which, if accepted, will obligate the Employee to pledge to the Company shares of common stock, $.01 par value per share (the “Avado Stock”), of Avado Brands, Inc. (“Avado”), having a value specified in the Employment Agreement (the “MP Equity Investment”), to secure the Employee’s obligations to the Company under his or her Employment Agreement. Participation in the Plan by an Employee selected by the Company to participate in the Plan will not be a condition of his or her employment by the Company in a position other than managing partner of a Restaurant (“Managing Partner”), but will be a condition of his or her employment as a Managing Partner. An Employee who is offered the Agreements and accepts will become Managing Partner of a Restaurant and a participant in the Plan (a “Participating Manager”).

                Before the Company will enter into an Employment Agreement with an Employee pursuant to the Plan, he or she will be required to hold Avado Stock having a then current market value not less than the MP Equity Investment specified in his or her Employment Agreement (minus the amount of any Deferred Purchases described below). Such shares must be held solely in the name of the Employee, free and clear of any liens or encumbrances. The amount of the MP Equity Investment required by the Company with respect to an individual Participating Manager will be determined by the Company based on prior sales of the Participating Manager’s Restaurant. All shares of Avado Stock held by a Participating Manager and representing the MP Equity Investment must be pledged to the Company in accordance with the Pledge Agreement.

                Each Participating Manager will be eligible to receive incentive compensation (the “Incentive Compensation”) based upon the sales and profits of the Participating Manager’s Restaurant and the amount of his or her MP Equity Investment. At the election of the Company, a Participating Manager may be eligible to receive Incentive Compensation for one or more quarters beginning prior to the date of the Employment Agreement and during which he or she was employed by the Company. The manner in which Incentive Compensation will be payable to each Participating Manager will be determined by the Company and will be set forth in the Employment Agreement.

                One purpose of the Plan is to motivate each Participating Manager to produce higher sales and profits at his or her Restaurant as a result of the Participating Manager: (a) being eligible to receive Incentive Compensation, based in part on the amount of his or her MP Equity Investment, and (b) investing in Avado, more closely aligning the Participating Manager's interest with that of the Company and its parent. Another purpose of the Plan is to provide collateral to the Company, in the form of Avado Stock, to secure the obligations of each Participating Manager pursuant to his or her Employment Agreement, including the obligation of each Participating Manager to pay liquidated damages to the Company if his or her employment is terminated for cause or as a result of the Participating Manager's resignation.

                During the term of employment of a Participating Manager, the Company will evaluate sales of the Participating Manager's Restaurant, as provided in the Employment Agreement. Provided the Participating Manager and the Company agree, the Participating Manager's Employment Agreement may be replaced by a similar agreement, giving effect to: (a) the then most recent rolling twelve month average weekly sales generated by the Participating Manager's Restaurant, and (b) any increase in the Participating Manager's MP Equity Investment, with a resulting increase in the amount of Incentive Compensation for which the Participating Manager will be eligible.

                The administrator of the Plan (the “Administrator”) will be designated by the chief executive officer or chief financial officer of the Company. The Administrator will maintain the Company's records in connection with the Plan and is responsible to the Company for the safekeeping of certificates representing shares of Avado Stock pledged to the Company pursuant to the Pledge Agreements. The Administrator will not serve as a trustee or manager of any securities purchased or pledged pursuant to the Plan and is not authorized to represent or provide legal counsel or other advice to any person or entity other than the Company and its executive officers in connection with the Plan. The Administrator is authorized to execute and file on behalf of the Plan all statements, reports or other documents required to be filed with or delivered to the Securities and Exchange Commission or any other government agency, person or entity in connection with the Plan. The Administrator will serve until removed by the chief executive officer or chief financial officer of the Company or until he or she dies, is disabled, or resigns.

                Any Avado Stock purchased by a Participating Manager to satisfy his or her obligations to hold and pledge Avado Stock in the amount of the MP Equity Investment must be purchased by the Participating Manager in the open market, by placing one or more orders with a broker/dealer selected by the Participating Manager (the “Broker”). The price per share of any Avado Stock purchased by a Participating Manager in connection with the Plan will be the market price of Avado Stock at the time of purchase. The Company may authorize one or more broker/dealers to distribute to the Participating Managers information and applications related to the opening of ordinary brokerage accounts with such broker/dealers. All Avado Stock purchased by a Participating Manager for purposes of the Plan, other than shares acquired in Deferred Purchases (as described below), must be paid for no later than the date of the Employment Agreement. Payment for all Avado Stock purchased by the Participating Manager and any commissions, charges or fees charged by the Broker with respect thereto must be made by the Participating Manager directly to the Broker, not to the Company or Avado.

2

                Part of the MP Equity Investment (the “Deferred Purchase Amount”), not to exceed the amount permitted by the Employment Agreement, may be deferred until a date no later than one year from the effective date of the Employment Agreement (the “Deferred Purchase Date”). Prior to the Deferred Purchase Date, the Company will have the right to deposit to a cash account of the Participating Manager, at a financial institution approved by the Company, an amount of quarterly Incentive Compensation not to exceed the amount set forth in the Employment Agreement (the “Designated Deposits”). The Participating Manager will be required to use the Designated Deposits solely to acquire Avado Stock in market transactions (“Deferred Purchases”) until the aggregate amount of his or her Deferred Purchases of Avado Stock is at least as much as the Deferred Purchase Amount. The Plan does not provide for the purchase of any securities other than Avado Stock.

                If a Participating Manager fails to make the MP Equity Investment and pledge the required Avado Stock to the Company in accordance with his or her Employment Agreement, the Participating Manager will not be eligible to receive the Incentive Compensation which the Participating Manager would be eligible to receive if he or she had complied with all the terms of the Employment Agreement.

                Neither the Company nor Avado will make any contributions to the Plan or reimburse any Participating Manager for the purchase price of the Avado Stock or any commissions, charges or fees charged by the Broker or otherwise incurred by the Participating Manager in connection with the purchase of Avado Stock or with respect to the brokerage account, all of which will be the sole responsibility of the Participating Manager.  

                The Administrator will issue to each Participating Manager a quarterly report listing the number of shares and the market value of Avado Stock pledged to the Company by the Participating Manager. The nature and frequency of any reports to be made to a Participating Manager as to the amounts and status of his or her brokerage account will be determined solely by his or her Broker, who will be solely responsible for issuing such reports to the Participating Manager.

                Under the terms of the Employment Agreement, each Participating Manager will be required to hold the shares of Avado Stock representing his or her MP Equity Investment solely in his or her name during the term of employment and, in the event of an early termination of the Participating Manager's employment by the Company for cause or as a result of the Participating Manager's resignation, until the Participating Manager's resulting obligation to pay liquidated damages to the Company pursuant to the Employment Agreement has been fully paid or satisfied.

3

           A Participating Manager’s participation in the Plan commences on the date of his or her Employment Agreement and terminates on the date of expiration of his or her employment with the Company pursuant to the Employment Agreement, or, in the event of an earlier termination of employment by the Company for cause or as a result of the Participating Manager’s resignation, when the Participating Manager’s resulting obligation to pay liquidated damages to the Company has been fully paid or satisfied. Upon the termination of the Participating Manager's participation in the Plan, the Company will release from the security interest granted under the Pledge Agreement between the Participating Manager and the Company all collateral other than any Avado Stock or other collateral transferred to the Company as payment of liquidated damages, and upon such release, will deliver any certificates evidencing the released collateral to the Participating Manager.

                Under the terms of the Pledge Agreement, a Participating Manager will not be permitted to sell, assign or hypothecate to any third party any Avado Stock or other property owned by the Participating Manager while it is pledged to the Company pursuant to the Pledge Agreement, without the Company's prior written consent.

                In the event of a termination of employment of a Participating Manager by the Company for cause or as a result of the Participating Manager's resignation, the Participating Manager may elect to pay the Company the full amount of the resulting liquidated damages in cash. If the full amount of liquidated damages is not paid in cash, the Company will cause all of the Avado Stock and any other collateral pledged by the Participating Manager (the “Collateral”) to be transferred to its own name, except that if the total market value of the Collateral as of the termination date is more than the unpaid liquidated damages, then only a portion of the Collateral, having a total market value as of the termination date equal to the unpaid liquidated damages, will be transferred to the name of the Company. If: (a) the Participating Manager has made the required MP Equity Investment and pledged to the Company all securities required to be pledged to the Company pursuant to his or her Employment Agreement and Pledge Agreement, and (b) the total market value of the Collateral as of the termination date is less than the unpaid liquidated damages, the Participating Manager will not be liable for any deficiency.

                  The Company will not charge for participation in the Plan, nor will the Company deduct, for purposes of the Plan, any amount from a Participating Manager's compensation other than the Designated Deposits, if applicable (as described above). Safekeeping of pledged securities will be performed by the Company or its safekeeping agent solely at the Company's expense. Any commissions, charges or fees with respect to the Participating Manager’s brokerage account will be determined solely by the Broker.

                The Plan will commence immediately upon the effectiveness of Avado's filing with the Securities and Exchange Commission all documents required to be filed in connection with the Plan. The Plan will continue thereafter as long as any Participating Manager is subject to an Employment Agreement requiring the Participating Manager to hold and pledge Avado Stock or until such other date as the Company may elect to terminate the Plan.

4

EX-23

EXHIBIT 23           

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Avado Brands, Inc.

                We consent to incorporation by reference in this registration statement to be filed on Form S-8 by Avado Brands, Inc. of our report dated January 28, 2000, except for the last paragraph of Note 6, which is as of April 3, 2000, relating to the consolidated balance sheets of Avado Brands, Inc. and subsidiaries as of January 2, 2000 and January 3, 1999 and the related consolidated statements of earnings, shareholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended January 2, 2000, which report appears in the 1999 Annual Report on Form 10-K of Avado Brands, Inc.

KPMG LLP



/s/  KPMG LLP

Atlanta, Georgia
February 22, 2001