-----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, HAkaM0Qu154qErmuvkiJXi6sCaYSoKKpfTaSPPQcrPKZOhmklm9cGD1IbzHa9jmz kdyGMLQfJETqT7Y+xUlKJQ== 0000950144-96-006813.txt : 19961003 0000950144-96-006813.hdr.sgml : 19961003 ACCESSION NUMBER: 0000950144-96-006813 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961002 EFFECTIVENESS DATE: 19961002 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL CINEMAS INC CENTRAL INDEX KEY: 0000905035 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE THEATERS [7830] IRS NUMBER: 621412720 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13291 FILM NUMBER: 96638471 BUSINESS ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 BUSINESS PHONE: 4239221123 MAIL ADDRESS: STREET 1: 7132 COMMERCIAL PARK DR CITY: KNOXVILLE STATE: TN ZIP: 37918 S-8 1 REGAL CINEMAS FORM S-8 1 As Filed With the Securities and Exchange Commission on October 2, 1996 Registration No. 333- ................................................................................ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ................................................................................ REGAL CINEMAS, INC. (Exact name of registrant as specified in its charter) TENNESSEE 62-1412720 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7132 COMMERCIAL PARK DRIVE KNOXVILLE, TENNESSEE 37918 (Address of Principal Executive Offices) (Zip Code) 1993 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plan) HERBERT S. SANGER, JR. 1801 PLAZA TOWER KNOXVILLE, TENNESSEE 37929 (Name and address of agent for service) (423) 525-4600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of securities to Proposed maximum Proposed maximum be registered Amount to be registered offering price per share aggregate offering price Amount of registration fee ==================================================================================================================================== Common Stock (1) 1,517,251 shares $12.36 $18,748,603.53 $5,681.40 - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock 1,070,249 shares (2) $23.69 (3) $25,354,198.81 (3) $7,683.09 - ------------------------------------------------------------------------------------------------------------------------------------ Total 2,587,500 shares $44,102,802.34 $13,364.49 ====================================================================================================================================
(1) Represents 644,626 shares reserved for issuance at $9.78 per share, 33,750 shares reserved for issuance at $10.07 per share, 497,250 shares reserved for issuance at $12.33 per share, 311,625 shares reserved for issuance at $17.05 per share, and 30,000 shares reserved for issuance at $22.00 per share under the Company's 1993 Employee Stock Incentive Plan. (2) Represents shares reserved for issuance pursuant to grants under the Company's 1993 Employee Stock Incentive Plan. (3) Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended. 2 REGISTRATION OF ADDITIONAL SECURITIES This Registration Statement is filed pursuant to General Instruction E of Form S-8 for the purpose of registering additional shares of common stock, no par value, of Regal Cinemas, Inc., a Tennessee corporation (the "Registrant"), for the Registrant's 1993 Employee Stock Incentive Plan, as amended. INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT The Registration Statement on Form S-8 (Registration No. 33-74634) previously filed by the Registrant with the Securities and Exchange Commission on January 31, 1994, is hereby incorporated by reference herein. Item 8. Exhibits
Exhibit Number Description ----------------------- ---------------------------------------------------------------------- 5 Opinion of Bass, Berry & Sims PLC 23.1 Consents of Coopers & Lybrand, L.L.P. 23.2 Consent of Ernst & Young LLP 23.3 Consent of Deloitte & Touche LLP 23.4 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included on pages II-3 and II-4)
II-2 3 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Knoxville, State of Tennessee, on this 30th day of September, 1996. REGAL CINEMAS, INC. By:/s/ Michael L. Campbell -------------------------------------- Michael L. Campbell Chairman of the Board, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Michael L. Campbell and Lewis Frazer III, and each of them, 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 and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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/ Michael L. Campbell Chairman of the Board, September 30, 1996 - -------------------------------------------- President, Chief Executive Michael L. Campbell Officer and Director (Principal Executive Officer) /s/ Lewis Frazer III Chief Financial Officer and September 30, 1996 - -------------------------------------------- Treasurer (Principal Lewis Frazer III Financial and Accounting Officer) /s/ R. Neal Melton Vice President Construction- September 30, 1996 - -------------------------------------------- Equipment, Secretary and R. Neal Melton Director /s/ Philip D. Borack Director September 30, 1996 - -------------------------------------------- Philip D. Borack
II-3 4
Signature Title Date - --------- ----- ---- /s/ Michael E. Gellert Director September 30, 1996 - -------------------------------------------- Michael E. Gellert /s/ J. David Grissom Director September 30, 1996 - -------------------------------------------- J. David Grissom /s/ William H. Lomicka Director September 30, 1996 - -------------------------------------------- William H. Lomicka /s/ Herbert S. Sanger, Jr. Director September 30, 1996 - -------------------------------------------- Herbert S. Sanger, Jr. /s/ Jack Tyrrell Director September 30, 1996 - -------------------------------------------- Jack Tyrrell
II-4 5 EXHIBIT INDEX Exhibit Description Number - ------------------- ------------------------------------------------ 5 Opinion of Bass, Berry & Sims PLC 23.1 Consents of Coopers & Lybrand, L.L.P. 23.2 Consent of Ernst & Young LLP 23.3 Consent of Deloitte & Touche LLP 23.4 Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 Power of Attorney (included on pages II-2 and II-3) EX-5 2 OPINION OF BASS, BERRY & SIMS PLC 1 EXHIBIT 5 [BASS, BERRY & SIMS PLC LETTERHEAD] October 2, 1996 Regal Cinemas, Inc. 7132 Commercial Park Drive Knoxville, TN 37918 Re: REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as your counsel in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") relating to the Company's 1993 Employee Stock Incentive Plan (the "Plan") filed by you with the Securities and Exchange Commission covering 2,587,500 shares (the "Shares") of common stock, no par value, issuable pursuant to the Plan. In so acting we have examined and relied upon such records, documents, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, we are of the opinion that any issued Shares are, and any unissued Shares, when issued pursuant to and in accordance with the Plan, will be validly issued, fully paid, and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bass, Berry & Sims PLC EX-23.1 3 CONSENT OF COOPERS & LYBRAND, LLP 1 EXHIBIT 23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Regal Cinemas, Inc. on Form S-8 of our report dated February 8, 1996, on our audits of the consolidated financial statements of Regal Cinemas, Inc. as of December 29, 1994 and December 28, 1995, and for each of the three years in the period ended December 28, 1995, included in the Regal Cinemas, Inc. Annual Report on Form 10-K/A for the fiscal year ended December 28, 1995. We also consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 8, 1996, except for the combination described in Note 1, as to which the date is May 30, 1996, and the two transactions described in Note 14, as to which the dates are May 31, 1996 and June 6, 1996, respectively, on our audits of the supplemental consolidated financial statements of Regal Cinemas, Inc. as of December 29, 1994 and December 28, 1995, and for each of the three years in the period ended December 28, 1995, included in the Current Report on Form 8-K of Regal Cinemas, Inc., dated July 1, 1996. /s/ Coopers & Lybrand L.L.P. Knoxville, Tennessee September 27, 1996 3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Regal Cinemas, Inc. on Form S-8 of our report dated February 23, 1996, on our audit of the consolidated financial statements of Georgia State Theatres, Inc. as of December 29, 1994 and December 28, 1995, and for each of the three years in the period ended December 28, 1995, included in the Current Report on Form 8-K of Regal Cinemas, Inc., dated July 1, 1996. /s/ Coopers & Lybrand L.L.P. Atlanta, Georgia September 27, 1996 4 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Regal Cinemas, Inc. on Form S-8 of our report dated March 8, 1996, on our audit of the combined historical summaries of net theatre assets acquired by Regal Cinemas, Inc. from Krikorian Theatres and the combined direct theatre operating revenues and expenses as of and for the year ended December 31, 1995, included in the Current Report on Form 8-K of Regal Cinemas, Inc., dated May 1, 1996. /s/ Coopers & Lybrand L.L.P. Los Angeles, California October 2, 1996 EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to Regal Cinemas, Inc. 1993 Employee Stock Incentive Plan of our report dated March 21, 1995 (with respect to the financial statements of Neighborhood Entertainment, Inc. not separately presented), appearing in the Current Report on Form 8-K dated July 2, 1996 of Regal Cinemas, Inc. filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Richmond, Virginia September 27, 1996 EX-23.3 5 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.3 2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to Regal Cinemas, Inc. 1993 Employee Stock Incentive Plan of our report dated March 22, 1994 (with respect to the financial statements of Litchfield Theatres, Ltd. for the year ended December 31, 1993 which are not separately presented), appearing in the Current Report on Form 8-K dated July 2, 1996, of Regal Cinemas, Inc. filed with the Securities and Exchange Commission. /s/ Deloitte & Touche LLP Columbia, South Carolina October 1, 1996 -----END PRIVACY-ENHANCED MESSAGE-----