Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
THE MARCUS CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1139844
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 East Wisconsin Avenue, Suite 1700 53202
Milwaukee, Wisconsin 53202 (Zip Code)
(Address of principal executive offices)
The Marcus Corporation 1995 Equity Incentive Plan
(Full title of the plan)
Thomas F. Kissinger Copy to:
General Counsel and Secretary
The Marcus Corporation Steven R. Barth
250 East Wisconsin Avenue, Suite 250 Foley & Lardner
Milwaukee, Wisconsin 53202 777 East Wisconsin Avenue
(414) 272-6020 Milwaukee, Wisconsin 53202
(Name, address and telephone number, (414) 297-5662
including area code, of agent for
service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
Common Stock, 500,000
$1 par value shares $33.32(1) $16,660,000(1) $5,744.82
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on
the average of the high and low prices of the Common Stock as
reported by the New York Stock Exchange on September 22, 1995.
_________________________________
Page 1 of 18 Pages
The Exhibit Index is on page 6 of the sequentially numbered pages.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by The Marcus
Corporation (the "Company") with the Commission and are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
May 25, 1995, which includes certified financial statements as of and for
the fiscal year ended May 25, 1995.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since May 25, 1995.
(c) The description of the Company's capital stock contained in
Item 1 of the Company's Registration Statement on Form 8-A, dated November
17, 1993, as amended, with the Securities and Exchange Commission, and any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
filing of this Registration Statement and prior to such time as the
Company files a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses incurred in a proceeding to which the director or officer was a
party because he or she is a director or officer of the Company (i) to the
extent such officers or directors are successful on the merits or
otherwise in the defense of a proceeding and (ii) in such proceedings in
which the director or officer is not successful in defense thereof, unless
(in the latter case only) it is determined that the director or officer
breached or failed to perform his duties to the Company and such breach or
failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of the criminal law unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. It should be noted that the Wisconsin Business Corporation
Law specifically states that it is the public policy of Wisconsin to
require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent
required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors except
in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled. The general effect
of the foregoing provisions may be to reduce the circumstances in which an
officer or director may be required to bear the economic burdens of the
foregoing liabilities and expenses.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) and are incorporated by reference herein, as part of this
Registration Statement:
Exhibit No. Exhibit
(4.1) The Marcus Corporation 1995 Equity Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this
Registration Statement)
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 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.
(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 herein, 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 this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
herein, 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.
SIGNATURES
The Registrant. 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 Milwaukee, and
State of Wisconsin, on this 28th day of September, 1995.
THE MARCUS CORPORATION
By: /s/Stephen H. Marcus
Stephen H. Marcus
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
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. Each person whose signature
appears below constitutes and appoints Stephen H. Marcus and Thomas F.
Kissinger, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
revocation, for him or her and in his or her 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 other 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
connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause
to be done by virtue hereof.
Signature Title Signature Title
/s/Stephen H. Chairman of the /s/Lee Sherman Director
Marcus Board, President, Dreyfus
Stephen H. Marcus Chief Executive Lee Sherman
Officer and Director Dreyfus
(Principal Executive
Officer)
/s/Ben Marcus Director /s/Daniel F. Director
Ben Marcus McKeithan, Jr.
Daniel F.
McKeithan, Jr.
/s/Kenneth A. Chief Financial /s/John L. Murray Director
MacKenzie Officer and John L. Murray
Kenneth A. Treasurer (Principal
MacKenzie Financial Officer)
/s/Douglas A. Neis Corporate Controller /s/Allan H. Selig Director
Douglas A. Neis Allan H. Selig
/s/Diane Marcus Director /s/Timothy E. Director
Gershowitz Hoeksema
Diane Marcus Timothy E.
Gershowitz Hoeksema
/s/George R. Director
Slater
George R. Slater
EXHIBIT INDEX
THE MARCUS CORPORATION
1995 EQUITY INCENTIVE PLAN
Page Number in
Sequentially
Numbered
Registration
Statement
Exhibit No. Exhibit
(4.1) The Marcus Corporation 1995
Equity Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner N/A
(contained in Exhibit 5 hereto)
(24) Power of Attorney relating to N/A
subsequent amendments (included
on the signature page to this
Registration Statement)