AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 16, 2003
REGISTRATION FILE NO. __________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RYAN'S FAMILY STEAK HOUSES, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0657895
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
405 LANCASTER AVENUE (29650)
POST OFFICE BOX 100 (29652)
GREER, SOUTH CAROLINA
(864) 879-1000 (TELEPHONE)
(Address, including Zip code, and
telephone number, including
area code, of registrant's
principal executive offices)
RYAN'S FAMILY STEAK HOUSES, INC. 2002 STOCK OPTION PLAN
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(Full title of plans)
CT CORPORATION SYSTEM
75 BEATTIE PLACE
TWO INSIGNIA FINANCIAL PLAZA
GREENVILLE, SOUTH CAROLINA 29601
(864) 240-3200 (Name, address, and telephone number,
including area code, of agent for service)
Copies to:
ERIC B. AMSTUTZ, ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
POST OFFICE BOX 728
GREENVILLE, SOUTH CAROLINA 29602-0728
(864) 242-8200 (TELEPHONE) (864) 235-8900 (FACSIMILE)
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum Aggregate Amount of
Securities to Amount to Offering Price Offering Registration
be Registered be Registered Per Security Price (1) Fee
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Common Stock.... 3,600,000 shares $ 12.75 (1) $44,733,932 $3,618.98
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(1) Pursuant to Rule 457(h), the exercise price of $ $10.46 is used for the
purpose of calculating the registration fee as to 509,200 issued shares and
the average of the high and low prices as reported by the Nasdaq National
Market System of $12.75 on May 15, 2003 is used for purposes of calculating
the registration fee as to 3,090,800 unissued shares.
The Exhibit Index appears on Page 4 hereof.
PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
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Not included in this Registration Statement but provided or to be
provided to the participants in the following plan (the "Plan") of Ryan's Family
Steak Houses, Inc. (the "Company") pursuant to Rule 428(b) of the Securities Act
of 1933, as amended (the "Securities Act").
Ryan's Family Steak Houses, Inc. 2002 Stock Option Plan
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
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Not included in this Registration Statement but provided or to be
provided to the Plan's participants pursuant to Rule 428(b) of the Securities
Act.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents or portions thereof are hereby incorporated by
reference:
The Company's Annual Report on Form 10-K for the fiscal year ended
January 1, 2003, Commission File No. 0-10943.
All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
Company's 2001 fiscal year.
The description of the Company's common stock contained in the
Company's Form 8-A filed with the Securities and Exchange Commission on February
9, 1995, Commission File No. 0-10943.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof, from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Sections 33-8-500 through 33-8-580 of the 1976 Code of Laws of South
Carolina, as amended, (the "Code") relating to permissible, mandatory and
court-ordered indemnification of directors and officers of South Carolina
corporations in certain circumstances, is set forth in Exhibit 99.2 of this
Registration Statement and is incorporated herein by reference.
Article V of the Company's Bylaws provides as follows:
"Section 5.1 Indemnification of Directors. The Corporation
shall indemnify any individual made a party to a proceeding because he
is or was a director of the Corporation against liability incurred in
the proceeding to the fullest extent permitted by law.
Section 5.2 Advance Expenses for Directors. The Corporation
shall pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding in advance of final
disposition of the proceeding to the fullest extent permitted by law.
Section 5.3 Indemnification of Officers, Agents, and Employees
Who Are Not Directors. The board of directors may indemnify and
advance expenses to any officer, employee, or agent of the
corporation, who is not a director of the corporation, to any extent,
consistent with public policy, as determined by the general or
specific action of the board of directors."
The Articles of Amendment to the Articles of Incorporation of the
registrant filed with the South Carolina Secretary of State's office on May 31,
1989 provide as follows:
"A director of the corporation shall not be personally liable
to the corporation or any of its shareholders for monetary damages for
breach of fiduciary duty as a director, provided that this provision
shall not be deemed to eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in
good faith or which involved gross negligence, intentional misconduct,
or a knowing violation of law; (iii) imposed under Section 33-8-330 of
the South Carolina Business Corporation Act of 1988 (improper
distribution to shareholder); or (iv) for any transaction from which
the director derived an improper personal benefit."
The Plan provides for indemnification of the members of the committee
of the Company's board of directors that administers the Plan as follows:
"In addition to such other rights of indemnification as they
may have as members of the Board, the members of the Committee shall,
to the fullest extent permitted by law, be indemnified by the Company
against the reasonable expenses, including attorney's fees, actually
and necessarily incurred in connection with the defense of any action,
suit, investigation or other proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason
of any action taken or failure to act under or in connection with the
Plan or any Option granted thereunder, and against all amounts paid by
them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such
action, suit or proceeding that such Board member (or Committee
member, as applicable) is liable for gross negligence or misconduct in
the performance of his or her duties; provided that within 60 days
after institution of any such action, suit or proceeding the Board
members (or Committee member, as applicable) shall in writing offer
the Company the opportunity, at its own expense, to handle and defend
the same."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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4.1 Articles of Incorporation of the Company, as amended through April 24,
1986: Incorporated by reference to Exhibit 4(a) of the Company's Form
S-3, Commission File No. 33-7245
4.2 Articles of Amendment to the Articles of Incorporation, dated April
22, 1987: Incorporated by reference to Exhibit 3.2 of the Company's
Annual Report on Form 10-K for the period ended January 1, 1992,
Commission File No. 0-10943
4.3 Articles of Amendment to the Articles of Incorporation, dated May 25,
1989: Incorporated by reference to Exhibit 4.3 to the Company's
Registration Statement on Form S-8, Commission File No. 33-53834
4.4 Bylaws of the Company: Incorporated by reference to Exhibit 3.3 of the
Company's Annual Report on Form 10-K for the period ended December 29,
1999, Commission File No. 0-10943.
4.5 Amendment to Bylaws of the Company dated October 25, 1990:
Incorporated by reference to Exhibit 3.3 to the Company's Annual
Report on Form 10-K for the year 1991, Commission File No. 0-10943.
4.6 Amendment to Bylaws of the Company dated January, 28 1999:
Incorporated by reference to Exhibit 3.2.2 to the Company's Annual
Report on Form 10-K for the period ended December 29, 1999, Commission
File No. 0-10943.
4.7 Specimen certificate for common stock of the Company: Incorporated by
reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K
for the year 1991, Commission File No. 0-10943.
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of Ryan's Family Steak Houses, Inc.
23.1 Consent of KPMG LLP.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: contained in
Exhibit 5.1.
24.1 Power of Attorney: Contained on the signature page of this
Registration Statement.
99.1 Ryan's Family Steak Houses, Inc. 2002 Stock Option Plan, effective as
of August 1, 2002.
99.2 Sections 33-8-500 through 33-8-580 of the 1976 Code of Laws of South
Carolina, as amended.
ITEM 9. UNDERTAKINGS.
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(a) The undersigned 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;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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.
(b) The undersigned registrant hereby undertakes 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 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, Ryan's Family Steak
Houses, Inc. 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 Greer, State of South Carolina, on May 16, 2003.
RYAN'S FAMILY STEAK HOUSES, INC.
By: /s/ Charles D. Way
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Charles D. Way
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles D. Way and G. Edwin McCranie, and
each of them, as true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same,
with all annexes thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, 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 or she might or could do in
person, hereby ratifying and confirming all which said attorneys-in-fact and
agents or any of them, or their or his or her 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 as of the dates indicated:
SIGNATURE TITLE DATE
/s/ Charles D. Way Chairman of the Board May 16, 2003
----------------------- President and Chief Executive Officer
Charles D. Way (Principal Executive Officer)
/s/ G. Edwin McCranie Executive Vice President May 16, 2003
----------------------- and Director
G. Edwin McCranie
/s/ Fred T. Grant, Jr. Sr. Vice President - Finance, May 16, 2003
----------------------- Trasurer and Asst. Secretary
Fred T. Grant, Jr. (Principal Accounting and Financial Officer)
/s/ James D. Cockman Director May 16, 2003
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James D. Cockman
/s/ Barry L. Edwards Director May 16, 2003
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Barry L. Edwards
SIGNATURE TITLE DATE
/s/ Brian S. MacKenzie Director May 2, 2003
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Brian S. MacKenzie
/s/ Harold Roberts, Jr. Director May 16, 2003
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Harold K. Roberts, Jr.
/s/ J. M. Shoemaker, Jr. Director May 5, 2003
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James M. Shoemaker, Jr.
INDEX TO EXHBITS CONTAINED HEREIN
Exhibit
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of Ryan's Family Steak Houses, Inc.
23.1 Consent of KPMG LLP.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit
5.1.
24.1 Power of Attorney: Contained on the signature page of this Registration
Statement.
99.1 Ryan's Family Steak Houses, Inc. 2002 Stock Option Plan, effective as of
August 1, 2002.
99.2 Sections 33-8-500 through 33-8-580 of the Code of Laws of South Carolina,
as amended.