sv8
As filed with the Securities and Exchange Commission on May 16, 2006
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
95-2698708 |
|
|
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.) |
|
|
|
9330 Balboa Avenue, San Diego, CA
|
|
92123 |
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Jack
in the Box Inc. Employee Stock Purchase Plan
(Full
title of the Plan)
LAWRENCE E. SCHAUF, Esq.
Executive Vice President and Secretary
9330 Balboa Avenue
San Diego, California 92123-1516
(Name and address of agent for service)
(858) 571-2435
(Telephone number, including area code, of agent for service)
Copies to:
CAMERON JAY RAINS, Esq.
DLA Piper Rudnick Gray Cary US LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121-2133
(858) 677-1400
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed maximum |
|
|
Proposed maximum |
|
|
|
|
|
Title of securities |
|
|
Amount to be |
|
|
offering price |
|
|
aggregate offering |
|
|
Amount of |
|
|
to be registered |
|
|
registered (1) |
|
|
per share (2) |
|
|
price (2) |
|
|
registration fee |
|
|
Common Stock,
par value $.01
per share |
|
|
100,000 shares |
|
|
$44.155 |
|
|
$4,415,500 |
|
|
$472.46 |
|
|
(1) |
|
Pursuant to rule 416, there are also being registered hereunder such indeterminate number
of shares of Common Stock as may be issued
pursuant to the antidilution provisions of the Plan. |
|
(2) |
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457
under the Securities Act of 1933, based on the average
of the high and low prices of the Companys Common Stock on the New York Stock Exchange on May
11, 2006. |
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
All information required by Part I to be contained in the prospectus is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by Jack in the Box Inc., a Delaware corporation
(the Company), with the Securities and Exchange Commission (the Commission) are incorporated by
reference in this Registration Statement:
(1) The Companys Annual Report on Form 10-K for the fiscal year ended October 2, 2005;
(2) The Companys Quarterly Reports on Form 10-Q for the quarterly periods ended
January 22, 2006 and April 16, 2006;
(3)
The Companys Current Reports on Form 8-K, dated May 16,
2006, February 22, 2006, February 21, 2006, November 30, 2005, November 16, 2005, November
15, 2005 and October 27, 2005;
(4)
The Companys Current Report on Form 8-K/A dated November 14,
2005;
(5) The description of the Companys Common Stock contained in the Companys
Registration Statement on Form 8-A (File No. 1-9390) filed February 11, 1992.
In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the Exchange Act) subsequent to the date of
this Registration Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference into this Registration Statement
and to be a part hereof from the respective dates of filing of such documents.
Any statement contained herein or in a document all or part of which is incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any subsequently
filed documents which also is or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
2
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
|
|
|
Number |
|
Description |
4.1
|
|
Jack in the Box Inc. Employee Stock Purchase Plan(1) |
|
|
|
4.2
|
|
Restated Certificate of Incorporation, as amended(2) |
|
|
|
4.3
|
|
Amended and Restated Bylaws(3) |
|
|
|
4.3(a)
|
|
Amendment to Amended and Restated Bylaws (4) |
|
|
|
5
|
|
Opinion of PLA Piper Rudnick Gray Cary US LLP |
|
|
|
23.1
|
|
Consent of PLA Piper Rudnick Gray Cary US LLP
(included in Exhibit 5) |
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
24
|
|
Power of Attorney (included on signature page) |
|
|
|
(1) |
|
Previously filed and incorporated herein by reference from registrants Definitive Proxy
Statement dated January 13, 2006 for the Annual Meeting of Stockholders on February 17, 2006. |
|
(2) |
|
Previously filed and incorporated herein by reference from registrants Annual Report on Form
10-K for the fiscal year ended October 3, 1999. |
|
(3) |
|
Previously filed and incorporated herein by reference from registrants Current Report on
Form 8-K dated October 7, 2004. |
|
(4) |
|
Previously filed and incorporated herein by reference from registrants Current Report on
Form 8-K dated November 10, 2005. |
3
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 San Diego, State of California, on the 16th of
May, 2006.
|
|
|
|
|
|
JACK IN THE BOX INC.
|
|
|
By: |
/S/ LINDA A. LANG
|
|
|
|
Linda A. Lang |
|
|
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer) |
|
|
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes
and appoints Lawrence E. Schauf, Linda A. Lang and Jerry P. Rebel, and each or any of them, his
true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same, with all exhibits
thereto, and all 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 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.
4
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature |
|
Title |
|
Date |
/S/ LINDA A. LANG
Linda A. Lang
|
|
Chairman of the Board and
Chief Executive Officer
(Principal Executive
Officer)
|
|
May 16, 2006 |
|
|
|
|
|
/S/ JERRY P. REBEL
Jerry P. Rebel
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
|
|
May 16, 2006 |
|
|
|
|
|
/S/ MICHAEL E. ALPERT
Michael E. Alpert
|
|
Director
|
|
May 16, 2006 |
|
|
|
|
|
/S/ ANNE B. GUST
Anne B. Gust
|
|
Director
|
|
May 16, 2006 |
|
|
|
|
|
/S/ ALICE B. HAYES
Alice B. Hayes
|
|
Director
|
|
May 16, 2006 |
|
|
|
|
|
/S/ MURRAY H. HUTCHISON
Murray H. Hutchison
|
|
Director
|
|
May 16, 2006 |
|
|
|
|
|
/S/ MICHAEL W. MURPHY
Michael W. Murphy
|
|
Director
|
|
May 16, 2006 |
|
|
|
|
|
/S/ L. ROBERT PAYNE
L. Robert Payne
|
|
Director
|
|
May 16, 2006 |
|
|
|
|
|
/S/ DAVID M. TEHLE
David M. Tehle
|
|
Director
|
|
May 16, 2006 |
5
EXHIBIT INDEX
|
|
|
Number |
|
Description |
4.1
|
|
Jack in the Box Inc. Employee Stock Purchase plan(1) |
|
|
|
4.2
|
|
Restated Certificate of Incorporation, as amended(2) |
|
|
|
4.3
|
|
Amended and Restated Bylaws(3) |
|
|
|
4.3(a)
|
Amendment to Amended and Restated Bylaws (4) |
|
|
|
5
|
|
Opinion of PLA Piper Rudnick Gray Cary US LLP |
|
|
|
23.1
|
|
Consent of PLA Piper Rudnick Gray Cary US LLP
(included in Exhibit 5) |
|
|
|
23.2
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
24
|
|
Power of Attorney (included on signature page) |
|
|
|
(1) |
|
Previously filed and incorporated herein by reference from registrants Definitive Proxy
Statement dated January 13, 2006 for the Annual Meeting of Stockholders on February 17, 2006. |
|
(2) |
|
Previously filed and incorporated herein by reference from registrants Annual Report on Form
10-K for the fiscal year ended October 3, 1999. |
|
(3) |
|
Previously filed and incorporated herein by reference from registrants Current Report on
Form 8-K dated October 7, 2004. |
|
(4) |
|
Previously filed and incorporated herein by reference from registrants Current Report on
Form 8-K dated November 10, 2005. |
6