As filed with the Securities and Exchange Commission on May 9, 2012
| Registration No. 333-159265 |
Registration No. 333-151107 | |
| Registration No. 333-129783 |
Registration No. 333-126221 | |
| Registration No. 333-59484 |
Registration No. 333-63495 | |
| Registration No. 33-83172 |
Registration No. 33-69934 | |
| Registration No. 33-51338 |
Registration No. 33-51316 | |
| Registration No. 33-51258 |
Registration No. 33-39872 | |
| Registration No. 33-39869 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-159265
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-151107
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-129783
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-126221
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-59484
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-63495
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-83172
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-69934
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-51338
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-51316
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-51258
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-39872
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 33-39869
UNDER THE SECURITIES ACT OF 1933
O’CHARLEY’S Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Tennessee | 62-1192475 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 3038 Sidco Drive Nashville, Tennessee |
37204 | |
| (Address of Principal Executive Offices) | (Zip Code) |
CHUX Ownership Plan
O’Charley’s Inc. 2008 Equity and Incentive Plan
Restricted Stock Agreements with Lawrence E. Hyatt, dated November 15, 2004
O’Charley’s 2000 Stock Incentive Plan
O’Charley’s Inc. 1991 Stock Option Plan for Outside Directors, as amended
O’Charley’s Inc. 1990 Employee Stock Plan, as amended
O’Charley’s Inc. 1989 Consultant Stock Program
O’Charley’s Inc. 1985 Stock Option Plan
(Full Titles of Plans)
R. Jeffrey Williams
O’Charley’s Inc.
3038 Sidco Drive
Nashville, Tennessee 37204
(Name and Address of Agent For Service)
(615) 256-8500
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | þ | |||||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||||
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (each, a “Post-Effective Amendment,” and collectively, the “Post-Effective Amendments”), filed by O’Charley’s Inc., a Tennessee corporation (the “Company”), remove from registration all shares of common stock, no par value per share (the “Shares”), of the Company registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission, pertaining to the registration of Shares offered under certain employee benefit and equity plans and agreements.
| Registration |
Date Filed with the SEC |
Name of Equity Plan or Agreement |
Shares Registered | |||
| 333-159265 |
May 15, 2009 | CHUX Ownership Plan | 1,000,000 | |||
| 333-151107 |
May 22, 2008 | O’Charley’s Inc. 2008 Equity and Incentive Plan | 1,500,000 | |||
| 333-129783 |
November 17, 2005 | Restricted Stock Agreements with Lawrence E. Hyatt, dated November 15, 2004 | 31,000 | |||
| 333-126221 |
June 29, 2005 | CHUX Ownership Plan | 675,000 | |||
| 333-59484 |
April 25, 2001 | O’Charley’s 2000 Stock Incentive Plan | 3,000,000 | |||
| 333-63495 |
September 16, 1998 | O’Charley’s Inc. 1991 Stock Option Plan for Outside Directors, as amended | 93,750 | |||
| 33-83172 |
August 23, 1994 | O’Charley’s Inc. 1990 Employee Stock Plan, as amended | 1,050,000 | |||
| 33-69934 |
October 5, 1993 | CHUX Ownership Plan | 300,000 | |||
| 33-51338 |
August 27, 1992 | O’Charley’s Inc. 1989 Consultant Stock Program | 50,000 | |||
| 33-51316 |
August 26, 1992 | O’Charley’s Inc. 1991 Stock Option Plan for Outside Directors | 50,000 | |||
| 33-51258 |
August 26, 1992 | O’Charley’s Inc. 1990 Employee Stock Plan | 250,000 | |||
| 33-39872 |
April 9, 1991 | O’Charley’s Inc. 1990 Employee Stock Plan | 500,000 | |||
| 33-39869 |
April 9, 1991 | O’Charley’s Inc. 1985 Stock Option Plan | 600,000 | |||
On February 5, 2012, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fidelity National Financial, Inc., a Delaware corporation (“Parent”), and Fred Merger Sub Inc., a Tennessee corporation and an indirect, wholly-owned subsidiary of Parent (“Merger Sub”) which provided for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and an indirect wholly-owned subsidiary of Parent. The Merger became effective at 4:01 p.m., Eastern Time, on May 9, 2012 (the “Effective
Time”), pursuant to the Articles of Merger filed with the Secretary of State of the State of Tennessee.
At the Effective Time, each Share issued and outstanding immediately prior to the Merger was cancelled and (other than shares owned by the Company, Parent or any subsidiary of Parent, including Merger Sub, which shares were cancelled without any conversion) converted into the right to receive $9.85 per share in cash, without interest thereon and less any required withholding taxes.
As a result of the pending Merger, the Company has terminated any offering of the Company’s securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on this 9th day of May, 2012.
| O’CHARLEY’S INC. | ||
| By: |
/s/ R. Jeffrey Williams | |
| Name: |
R. Jeffrey Williams | |
| Title: |
Chief Financial Officer and Treasurer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Capacity |
Date | ||
| /s/ David W. Head David W. Head |
President and Chief Executive Officer (Principal Executive Officer) | May 9, 2012 | ||
| /s/ R. Jeffrey Williams R. Jeffrey Williams |
Chief Financial Officer and Treasurer Corporate Controller (Principal Accounting Officer) |
May 9, 2012 | ||
| /s/ George P. Scanlon George P. Scanlon |
Director | May 9, 2012 | ||
| /s/ Brent B. Bickett Brent B. Bickett |
Director | May 9, 2012 | ||
| /s/ Anthony J. Park Anthony J. Park |
Director | May 9, 2012 | ||
| /s/ Hazem Ouf Hazem Ouf |
Director | May 9, 2012 | ||
10785462.1
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