As filed with the Securities and Exchange Commission on May 15, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement Under The Securities Act of 1933
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JACK IN THE BOX INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2698708
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9330 Balboa Avenue
San Diego, California 92123-1516
(Address of principal executive offices) (Zip code)
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Jack in the Box Inc. 2002 Stock
Incentive Plan
(Full title of the Plan)
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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)
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Copies to:
CAMERON JAY RAINS, Esq.
Gray Cary Ware & Freidenrich LLP
4365 Executive Drive, Suite 1100
San Diego, California 92121-2133
(858) 677-1400
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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 1,900,000 shares $32.98 $62,671,500 $5,766
----------------------- -------------------- -------------------- -------------------- --------------------
(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 Company's Common Stock on the New York
Stock Exchange on May 9, 2002.
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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 Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001;
(2) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended January 20, 2002;
(3) The description of the Company's Common Stock contained in the
Company's 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 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law makes provision for
the indemnification of officers and directors in terms sufficiently broad to
indemnify officers and directors of the Company under certain circumstances from
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933. The Certificate of Incorporation and Bylaws of the
Company provide for indemnification of officers and directors against costs and
expenses incurred in connection with any action or suit to which such person is
a party to the full extent permitted by the Delaware General Corporation Law.
Item 8. Exhibits.
Number Description
------ -----------
4.1 Jack in the Box Inc. 2002 Stock Incentive Plan(1)
4.2 Restated Certificate of Incorporation, as amended(2)
4.3 Restated Bylaws(2)
5 Opinion of Gray Cary Ware & Freidenrich LLP
23.1 Consent of Gray Cary Ware & Freidenrich LLP
(included in Exhibit 5)
23.2 Consent of KPMG LLP
24 Power of Attorney (included on signature page)
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(1) Previously filed and incorporated herein by reference from registrant's
Definitive Proxy Statement dated January 18, 2002 for the Annual Meeting
of Stockholders on February 22, 2002.
(2) Previously filed and incorporated herein by reference from registrant's
Annual Report on Form 10-K for the fiscal year ended October 3, 1999.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
3
(iii) 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;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) 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 be the initial bona fide offering thereof.
(3) 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.
(b) 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.
(c) 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 registrant 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.
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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 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 15th of May
2002.
JACK IN THE BOX INC.
By: ROBERT J. NUGENT
----------------------------
Robert J. Nugent
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, Robert J. Nugent and
John F. Hoffner, 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.
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.
Name and Signature Title Date
------------------ ----- ----
ROBERT J. NUGENT Chairman of the Board and May 15, 2002
------------------------ Chief Executive Officer
Robert J. Nugent (Principal Executive Officer)
KENNETH R. WILLIAMS President, Chief Operating May 15, 2002
------------------------ Officer and Director
Kenneth R. Williams
JOHN F. HOFFNER Executive Vice President May 15, 2002
------------------------ and Chief Financial Officer
John F. Hoffner (Principal Finance Officer)
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MICHAEL E. ALPERT Director May 15, 2002
------------------------
Michael E. Alpert
JAY W. BROWN Director May 15, 2002
------------------------
Jay W. Brown
PAUL T. CARTER Director May 15, 2002
------------------------
Paul T. Carter
EDWARD W. GIBBONS Director May 15, 2002
------------------------
Edward W. Gibbons
ALICE B. HAYES Director May 15, 2002
------------------------
Alice B. Hayes
MURRAY H. HUTCHISON Director May 15, 2002
------------------------
Murray H. Hutchison
L. ROBERT PAYNE Director May 15, 2002
------------------------
L. Robert Payne
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EXHIBIT INDEX
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Number Description
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4.1 Jack in the Box Inc. 2002 Stock Incentive Plan(1)
4.2 Restated Certificate of Incorporation, as amended(2)
4.3 Restated Bylaws(2)
5 Opinion of Gray Cary Ware & Freidenrich LLP
23.1 Consent of Gray Cary Ware & Freidenrich LLP
(included in Exhibit 5)
23.2 Consent of KPMG LLP
24 Power of Attorney (included on signature page)
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(1) Previously filed and incorporated herein by reference from registrant's
Definitive Proxy Statement dated January 18, 2002 for the Annual Meeting
of Stockholders on February 22, 2002.
(2) Previously filed and incorporated herein by reference from registrant's
Annual Report on Form 10-K for the fiscal year ended October 3, 1999.
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Exhibit 5
[Letterhead of Gray Cary Ware and Freidenrich LLP]
May 15, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Jack in the Box Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 1,900,000 shares of the
common stock, $0.01 par value, of the Company (the "Common Stock") which may be
issued pursuant to the exercise of options and purchase rights granted under the
Jack in the Box Inc. 2002 Stock Incentive Plan (the "Plan") pursuant to a
registration statement on Form S-8 (the "Registration Statement").
We have examined all instruments, documents and records which we deemed relevant
and necessary for the basis of our opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of California and we express no opinion concerning
any law other than the law of the State of California, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of California.
Based on such examination, we are of the opinion that the 1,900,000 shares of
Common Stock which may be issued upon exercise of options and purchase rights
granted under the Plan are duly authorized shares of the Company's Common Stock,
and, when issued against receipt of the consideration therefore in accordance
with the provisions of the Plan, will be validly issued, fully paid and
nonassessable. We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and the use of our name wherever it appears in the
Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
Exhibit 23.2
[Letterhead of KPMG]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Jack in the Box Inc.:
We consent to the use of our report incorporated herein by reference.
KPMG LLP
San Diego, California
May 14, 2002