SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
Registration Statement
Under
The Securities Act of 1933
GRILL CONCEPTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3319172
---------------------------- ----------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
11661 San Vicente Blvd., Ste. 404, Los Angeles, California 90049
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(Address of Principal Executive Offices) (Zip Code)
GRILL CONCEPTS, INC. 1998 COMPREHENSIVE
STOCK OPTION AND AWARD PLAN
(Full title of the plan)
Copy to:
Robert Spivak Michael Sanders
Grill Concepts, Inc. Vanderkam & Sanders
11661 San Vicente Blvd. 440 Louisiana
Suite 404 Suite 475
Los Angeles, California 90049 Houston, Texas 77002
(310) 820-5559 (713) 547-8900
------------------------------
(Name, address and telephone
number of agent for service)
Approximate date of proposed sales pursuant to the plan: From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
================================ =============== =================== ================== ============
Title of securities Amount to be Proposed
to be registered registered (1) Proposed maximum maximum Amount of
offering price per aggregate offering registration
share (2) price fee
-------------------------------- --------------- ------------------- ------------------ ------------
Common Stock, $.00004 par value 300,000 $2.80 $ 840,000.00 $ 210.00
-------------------------------- --------------- ------------------- ------------------ ------------
(1) Plus such additional number of shares as may hereafter become issuable
pursuant to the Grill Concepts, Inc. 1998 Comprehensive Stock Option
and Award Plan (the "Plan") in the event of a stock dividend, split-up
of shares, recapitalization or other similar transaction without
receipt of consideration which results in an increase in the number of
shares outstanding.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). The offering
price per share and aggregate offering price are based upon the closing
price of the Company's Common Stock, as reported on the Nasdaq
Small-Cap Market for July 6, 2001, for shares reserved for future
issuance pursuant to the Plan (pursuant to Rule 457(c) under the
Securities Act).
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, Grill Concepts, Inc.
(the "Registrant") hereby incorporates by reference into this Registration
Statement the contents of the Registration Statements on Form S-8 previously
filed with the Securities and Exchange Commission on June 22, 1998 (File No.
333-57369). This Registration Statement is being filed to register an additional
300,000 shares of the Registrant's common stock, par value $.00004 per share,
subject to issuance under the Registrant's 1998 Comprehensive Stock Option and
Award Plan, as amended (the "Plan").
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 Los Angeles, State of California on the 10th day of
July, 2001.
GRILL CONCEPTS, INC.
By: /s/ Robert Spivak
-------------------------
ROBERT SPIVAK, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Grill Concepts, Inc. hereby severally constitute Robert Spivak and
Daryl Ansel, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement filed herewith and any
and all amendments to said registration statement, and generally to do all such
things in our names and in our capacities as officers and directors to enable
Grill Concepts, Inc. to comply with the provisions of the Securities Act of 1933
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said registration statement and any and all amendments thereto.
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 date indicated.
Signatures Title Date
------------ ------- ------
/s/ Robert Spivak President, Chief Executive Officer July 10,2001
---------------------- and Director (Principal Executive Officer)
ROBERT SPIVAK
/s/ Daryl Ansel Chief Financial Officer July 10, 2001
---------------------- (Principal Financial and Accounting Officer)
DARYL ANSEL
/s/ Michael Weinstock Executive Vice President and Chairman July 10, 2001
---------------------- of the Board
MICHAEL WEINSTOCK
/s/ Charles Frank Director July 9, 2001
----------------------
CHARLES FRANK
---------------------- Director July ___, 2001
GLENN GOLENBERG
---------------------- Director July ___, 2001
LEWIS WOLFF
/s/ Stephen Ross Director July 9, 2001
----------------------
STEPHEN ROSS
Director July ___, 2001
----------------------
NORMAN MACLEOD
EXHIBIT INDEX
Exhibit No. Description
5.1 * Opinion and consent of Vanderkam & Sanders re: the legality
of the shares being registered
23.1 * Consent of Vanderkam & Sanders (included in Exhibit 5.1)
23.2 * Consent of PricewaterhouseCoopers LLP
24.1 * Power of Attorney (included on signature page)
99.1 Amended and Restated Grill Concepts, Inc. 1998 Comprehensive
Stock Option and Award Plan (incorporated by reference to
Exhibit A to Registrant's Proxy Statement for the Annual
Meeting of Shareholders on June 25, 2001, filed with the
Commission on May 29, 2001)
* Filed herewith