Edgar Filing: LONE STAR STEAKHOUSE & SALOON INC

sec document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

-------------

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

LONE STAR STEAKHOUSE & SALOON, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

48-1109495
--------------------------------------------------------------------------------
(I.R.S. employer identification no.)

224 EAST DOUGLAS, SUITE 700, WICHITA, KANSAS 67202
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

1992 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN, AS AMENDED AND RESTATED
1992 DIRECTORS' STOCK OPTION PLAN, AS AMENDED AND RESTATED
--------------------------------------------------------------------------------
(Full title of the plan)

JOHN D. WHITE
EXECUTIVE VICE PRESIDENT
LONE STAR STEAKHOUSE & SALOON, INC.
224 EAST DOUGLAS, SUITE 700
WICHITA, KANSAS 67202
--------------------------------------------------------------------------------
(Name and address of agent for service)

(316) 264-8899
--------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)

WITH A COPY TO:
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 753-7200

CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered(1) per share offering price registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value 3,300,000(2) $18.74(3) $61,842,000(3) $5,689.47(4)
--------------------------------------------------------------------------------------------------------------------------

1. In accordance with Rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement shall be
deemed to cover any additional securities that may from time to time
be offered or issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.

2. Consists of (a) 3,000,000 additional shares of Lone Star Steakhouse
& Saloon, Inc. common stock, par value $.001 per share (the "Common
Stock"), issuable upon exercise of options under the 1992 Incentive
and Nonqualified Stock Option Plan, as amended and restated (the
"Plan") and (b) 300,000 additional shares of Common Stock issuable
upon exercise of options under the 1992 Directors' Stock Option
Plan, as amended and restated (the "Directors Plan"). The additional
shares of Common Stock underlying the Incentive Plan and the
Director Plan were approved in 1996 and 2000, respectively.

3. Estimated solely for the purpose of determining the registration fee
in accordance with Rule 457(c) and Rule 457(h) under the Securities
Act based on $18.74, the per share average of high and low sale
prices of the Registrant's Common Stock as reported on the Nasdaq
National Market on July 24, 2002.

4. Registration fees were previously paid for the registration of
7,000,000 shares and 400,000 shares under the Plan and Directors
Plan, respectively. The fee being paid herewith pertains to an
aggregate of an additional 3,300,000 shares of Common Stock issuable
upon exercise of options granted under the Plan and Directors Plan.

-2-

EXPLANATORY NOTE

Lone Star Steakhouse & Saloon, Inc. (the "Registrant") filed with
the Securities and Exchange Commission (the "Commission") Registration
Statements on Forms S-8 (File No. 33-47516, 33-75078, 333-00280 and 333-80905),
covering the registration of an aggregate of 7,000,000 shares of Common Stock
authorized for issuance under the Plan. In May 1996, the Plan was amended by the
Board of Directors to increase the number of shares available for issuance
thereunder by 3,000,000. Accordingly, the total number of shares of Common Stock
available for issuance under the Incentive Plan is 10,000,000.

The Registrant filed with the Commission Registration Statement on
Form S-8 (File No. 33-47516) covering the registration of 400,000 shares of
Common Stock authorized for issuance under the Directors Plan. On June 9, 2000,
the Company's stockholders approved a proposal to increase the number of shares
available for issuance thereunder by 300,000. Accordingly, the total number of
shares of Common Stock available for issuance under the Directors Plan is
700,000.

This Registration Statement registers the additional 3,000,000
shares of the same class of Common Stock authorized for issuance under the Plan
and the additional 300,000 shares of the same class of Common Stock authorized
for issuance under the Directors Plan. Pursuant to General Instruction E to Form
S-8, the contents of the prior registration statements set forth above relating
to each of the Plan and Directors Plan, and all periodic reports that the
Registrant filed after such registration statements to maintain current
information about the Registrant, are incorporated herein by reference.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Index

4.1 1992 Incentive and Nonqualified Stock
Option Plan, as amended (incorporated by
reference to the Company's Registration
Statement on Form S-8 filed with the
Commission on January 12, 1996).

4.2 Amendment to 1992 Incentive and Nonqualified
Stock Option Plan.

4.3 1992 Directors' Stock Option Plan, as
amended (incorporated by reference to
the Company's Annual Report on Form 10-K
for the fiscal year ended December 26,
2000).

4.4 Amendment to 1992 Directors' Stock Option Plan.

5.1 Opinion of Olshan Grundman Frome Rosenzweig &
Wolosky LLP.

23.1 Consent of Ernst & Young LLP, independent
auditors.

23.2 Consent of Olshan Grundman Frome Rosenzweig &
Wolosky LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on the signature page
of this Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Wichita, State of Kansas, on this 26th day of
July, 2002.

LONE STAR STEAKHOUSE & SALOON, INC.

By: /S/ JOHN D. WHITE
-------------------------------
John D. White
Executive Vice President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated. Each of the undersigned officers and
directors of Lone Star Steakhouse & Saloon, Inc. hereby constitutes and appoints
John D. White and Jamie B. Coulter, and each of them singly, as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him in his name 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 other documents in connection
therewith, with the Securities and Exchange Commission and to prepare any and
all exhibits thereto, and other documents in connection therewith, and to make
any applicable state securities law or blue sky filings, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite or necessary to be done to enable Lone Star
Steakhouse & Saloon, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, 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.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Jamie B. Coulter Chief Executive Officer July 26, 2002
--------------------- (principal executive officer)
Jamie B. Coulter

/s/ Randall H. Pierce Chief Financial Officer July 26, 2002
--------------------- (principal accounting officer)
Randall H. Pierce

/s/ John D. White Executive Vice President, July 26, 2002
--------------------- Treasurer and Director
John D. White

/s/ Clark R. Mandigo Director July 26, 2002
---------------------
Clark R. Mandigo

/s/ Fred B. Chaney Director July 26, 2002
---------------------
Fred B. Chaney

/s/ William B. Greene, Jr. Director July 26, 2002
---------------------
William B. Greene, Jr.

/s/ Thomas C. Lasorda Director July 26, 2002
---------------------
Thomas C. Lasorda

/s/ Michael A. Ledeen Director July 26, 2002
---------------------
Michael A. Ledeen

/s/ Mark Saltzgaber Director July 26, 2002
---------------------
Mark Saltzgaber

/s/ Anthony Bergamo Director July 26, 2002
---------------------
Anthony Bergamo

-2-