As filed with the Securities and Exchange Commission on August 23, 2004
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Form S-8
Total Entertainment Restaurant Corp.
| Delaware (State or other jurisdiction of incorporation or organization) |
52-2016614 (I.R.S. Employer Identification No.) |
9300 E. Central Ave., Suite 100
Wichita, KS 67206
(316) 634-0505
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
1997 INCENTIVE AND NONQUALIFIED STOCK OPTION
PLAN OF TOTAL ENTERTAINMENT RESTAURANT CORP.
TOTAL ENTERTAINMENT RESTAURANT CORP.
1997 DIRECTORS’ STOCK OPTION PLAN
Steven M. Johnson
Chief Executive Officer
Total Entertainment Restaurant Corp.
9300 E. Central Ave., Suite 100
Wichita, KS 67206, (316) 634-0505
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
William R. Wood, II
Foulston Siefkin LLP
Bank of America Center
100 N. Broadway, Suite 700
Wichita, KS 67202
(316) 267-6371
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | |||||||||||||||||||
| Title of Each Class of | Aggregate Amount | Offering Price | Aggregate Offering | Amount of | ||||||||||||||||
| Securities to Be Registered |
to Be Registered (1) |
Per Share |
Price |
Registration Fee |
||||||||||||||||
Common Stock, par value $0.01 |
||||||||||||||||||||
1997 Incentive and Nonqualified
Stock Option Plan |
400,000 | 9.52 | (2) | $ | 3,808,000 | (2) | $ | 482.47 | ||||||||||||
1997 Directors Stock Option Plan |
N/A | N/A | N/A | N/A | ||||||||||||||||
Total |
400,000 | 9.52 | $ | 3,808,000 | $ | 482.47 | ||||||||||||||
(1) This Registration Statement also covers such additional and indeterminate number of shares as may become issuable pursuant to the antidilution provisions of the employee benefit plans described herein and as promulgated by Rule 416 of the Securities Act of 1933, as amended.
(2) Estimated solely for the purpose of computing the registration fee required by Section 6(b) of the Securities Act, and computed pursuant to Rule 457(c) and (h) of the Securities Act of 1933 as amended. The computation was based on the average of the high and low prices of our common stock as reported by the Nasdaq National Market on August 15, 2004.
EXPLANATORY NOTE
The Registrant hereby amends its Registration Statement on Form S-8 (File No. 333-91694) filed with the Securities Exchange Commission on July 1, 2002, which is incorporated herein by reference, to increase the number of shares of the Registrant’s Common Stock available for issuance under the 1997 Incentive and Nonqualified Stock Option Plan (the “Incentive Plan”) by 400,000 shares so that a total of 2,000,000 shares will be available under the Incentive Plan. This Amendment also attaches a corrected copy of the 1997 Directors Stock Option Plan as the copy filed with the original S-8 contained a typographical error and includes a copy of the First Amendment to the Registrant’s 1997 Directors Stock Option Plan as an Exhibit.
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Item 8. Exhibits
The following exhibits are filed as part of this Form S-8 Registration Statement:
| Exhibit No. |
Description |
|
5.1
|
Opinion of Foulston Siefkin LLP. | |
*10.1
|
1997 Incentive and Nonqualified Stock Option Plan of the Registrant. | |
**10.1.1
|
First Amendment to 1997 Incentive and Nonqualified Stock Option Plan of the Registrant adopted by the Registrant’s Board of Directors January 14, 1999, and approved at the Registrant’s Annual Stockholder Meeting May 25, 1999. | |
10.1.2
|
Second Amendment to 1997 Incentive and Nonqualified Stock Option Plan of the Registrant, adopted by the Registrant’s Board of Directors February 23, 2004, and approved at the Registrant’s Annual Stockholder Meeting May 19, 2004. | |
10.2
|
1997 Directors Stock Option Plan of the Registrant. | |
**10.2.1
|
First Amendment to 1997 Directors Stock Option Plan of the Registrant adopted by Registrant’s Board of Directors January 10, 2002, and approved at Registrant’s Annual Stockholder Meeting May 17, 2002. | |
10.2.2
|
Second Amendment to Total Entertainment Restaurant Corp. 1997 Directors Stock Option Plan adopted by Registrant’s Board of Directors on April 10, 2002. | |
23.1
|
Consent of Foulston Siefkin LLP (contained in Exhibit 5.1). | |
23.2
|
Consent of KPMG LLP. | |
24.1
|
Power of Attorney (included on signature page of this Registration Statement). | |
| *Incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended (Commission File No. 333-23343). | ||
| **Incorporated by reference to the Registrant’s Registration Statement on Form S-8 on July 1, 2002 (Commission File No. 333-91694). |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wichita, State of Kansas, on August 23, 2004.
| TOTAL ENTERTAINMENT RESTAURANT CORP. | ||||
| By | /s/ STEVEN M. JOHNSON
Steven M. Johnson Chief Executive Officer/Principal Executive Officer |
|||
Pursuant to the requirements of the Securities Exchange Act of 1933, this Amendment No. 1 Registration Statement has been signed below by the following persons and in the capacities and on the date indicated.
| Signature |
Title |
Date |
||
| /s/ DENNIS L. THOMPSON Dennis L. Thompson |
Co-Chairman of the Board | August 23, 2004 | ||
| /s/ STEVEN M. JOHNSON Steven M. Johnson |
Chief Executive Officer and Director (principal executive officer) |
August 23, 2004 | ||
| /s/ GARY M. JUDD Gary M. Judd |
President and Director | August 23, 2004 | ||
| /s/ JAMES K. ZIELKE James K. Zielke |
Chief Financial Officer, Treasurer, Secretary and Director (principal financial and principal accounting officer) |
August 23, 2004 | ||
| /s/ NESTOR R. WEIGAND, JR. Nestor R. Weigand, Jr. |
Director | August 23, 2004 |
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| /s/ JAMES T. MORTON James T. Morton |
Director | August 23, 2004 | ||
| /s/ C. WELLS HALL, III C. Wells Hall, III |
Director | August 23, 2004 | ||
| /s/ E. GENE STREET E. Gene Street |
Director | August 23, 2004 | ||
| /s/ JOHN D. HARKEY, JR. John D. Harkey, Jr. |
Director | August 23, 2004 |
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EXHIBIT INDEX
| Exhibit No. |
Description |
|
5.1
|
Opinion of Foulston Siefkin LLP. | |
*10.1
|
1997 Incentive and Nonqualified Stock Option Plan of the Registrant. | |
**10.1.1
|
First Amendment to 1997 Incentive and Nonqualified Stock Option Plan of the Registrant adopted by the Registrant’s Board of Directors January 14, 1999, and approved at the Registrant’s Annual Stockholder Meeting May 25, 1999. | |
10.1.2
|
Second Amendment to 1997 Incentive and Nonqualified Stock Option Plan of the Registrant, adopted by the Registrant’s Board of Directors February 23, 2004 ,and approved at the Registrant’s Annual Stockholder Meeting May 19, 2004. | |
10.2
|
1997 Directors Stock Option Plan of the Registrant. | |
**10.2.1
|
First Amendment to 1997 Directors Stock Option Plan of the Registrant adopted by Registrant’s Board of Directors January 10, 2002, and approved at Registrant’s Annual Stockholder Meeting May 17, 2002. | |
10.2.2
|
Second Amendment to Total Entertainment Restaurant Corp. 1997 Directors Stock Option Plan adopted by Registrant’s Board of Directors on April 10, 2002. | |
23.1
|
Consent of Foulston Siefkin LLP (contained in Exhibit 5.1). | |
23.2
|
Consent of KPMG LLP. | |
24.1
|
Power of Attorney (included on signature page of this Registration Statement). | |
| *Incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended (Commission File No. 333-23343). | ||
| **Incorporated by reference to the Registrant’s Registration Statement on Form S-8 on July 1, 2002 (Commission File No. 333-91694). |
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