S-8 POS 1 v77268ams-8pos.txt S-8 POS As filed with the Securities and Exchange Commission on November 14, 2001 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- WORLDWIDE RESTAURANT CONCEPTS, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-4307254 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 15301 VENTURA BOULEVARD (Zip Code) BUILDING B -- SUITE 300 SHERMAN OAKS, CALIFORNIA 91403 (Address of principal executive offices) WORLDWIDE RESTAURANT CONCEPTS, INC. 1997 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plan) MR. A. KEITH WALL VICE PRESIDENT & CHIEF FINANCIAL OFFICER WORLDWIDE RESTAURANT CONCEPTS, INC. 15301 VENTURA BOULEVARD BUILDING B -- SUITE 300 SHERMAN OAKS, CALIFORNIA 91403 (Name and address of agent for service) (818) 662-9800 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE

-------- (1) These shares are reserved for issuance pursuant to the Worldwide Restaurant Concepts, Inc. 1997 Employee Stock Incentive Plan (the "Plan"). Pursuant to Rule 416, also being registered are additional shares of Common Stock as may become issuable under the Plan through the operation of anti-dilution provisions. (2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and based upon the average of the high and low sales price of the Common Stock of Worldwide Restaurant Concepts, Inc. (then known as Sizzler International, Inc.) in the consolidated reporting system of the New York Stock Exchange on March 4, 1998 of $3.50. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information. Pursuant to its Registration Statement on Form S-8 No. 33-347661 filed with the Securities and Exchange Commission on March 10, 1998 (the "Original Registration Statement"), the registrant registered 1,000,000 shares of its Common Stock, $.01 par value per share (the "Common Stock"), issuable under the 1997 Employee Stock Incentive Plan (the "Employee Plan"). The Employee Plan was amended by resolution of the Board of Directors of the registrant on June 17, 1998 to increase the number of shares of Common Stock reserved for issuance under the Employee Plan from 1,000,000 to 2,800,000 (the "First Amendment"). The First Amendment became effective on August 18, 1998 upon the approval thereof by the holders of a majority of the shares of Common Stock represented and voting, in person or by proxy, and entitled to vote at the registrant's annual meeting. By Post-Effective Amendment No. 1 filed with the Securities and Exchange Commission on August 20, 1999, the registrant amended the Original Registration Statement to reflect the First Amendment of the Employee Plan. The Employee Plan was again amended by resolution of the Board of Directors of the registrant on June 28, 2001 to increase the number of shares of Common Stock reserved for issuance under the Employee Plan from 2,800,000 to 3,800,000 (the "Second Amendment") and on August 29, 2001 to reflect the change in the registrant's name from "Sizzler International, Inc." to "Worldwide Restaurant Concepts, Inc." (the "Third Amendment"). The Second Amendment became effective on August 29, 2001 upon the approval thereof by the holders of a majority of the shares of Common Stock represented and voting, in person or by proxy, and entitled to vote at the registrant's annual meeting and the Third Amendment became effective upon its execution on September 4, 2001. By this Post-Effective Amendment, the Company hereby amends the Original Registration Statement, as amended, to reflect the Second Amendment and the Third Amendment of the Employee Plan. The contents of the Original Registration Statement, as amended, are incorporated herein by reference into this Post-Effective Amendment No. 2. Required opinions, consents and signatures are included in this amendment. Item 2. Registrant Information and Employee Plan Annual Information. See Item 1. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference 2 See Item 1. Item 4. Description of Securities. See Item 1. Item 5. Interests of Named Experts and Counsel. See Item 1. Item 6. Indemnification of Directors and Officers. See Item 1. Item 7. Exemption from Registration Claimed. See Item 1. Item 8. Exhibits. See Exhibit Index and Exhibits at the end of this Post-Effective Amendment No. 2. Item 9. Undertakings. 1. The undersigned registrant hereby undertakes: (i) 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. (ii) 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 the initial bona fide offering thereof. (iii) 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. 2. 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 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. 3 3. 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 registration 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. 4 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 had duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Culver City, State of California, on this 14th day of November, 2001. WORLDWIDE RESTAURANT CONCEPTS, INC. By: /s/ Charles L. Boppell ---------------------------------- Charles L. Boppell Chief Executive Officer POWER OF ATTORNEY Each individual whose signature appears below constitutes and appoints Charles L. Boppell and A. Keith Wall and each or either of them, his true and lawful attorneys-in-fact and agents, each 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 (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 5 Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities and on the dates indicated.

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