Form S-1MEF

As filed with the Securities and Exchange Commission on August 8, 2005

Registration No. 333-        


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

RUTH’S CHRIS STEAK HOUSE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation

or organization)

  

5812

(Primary Standard Industrial

Classification Code Number)

  

72-1060618

(I.R.S. Employer Identification No.)

 

3321 Hessmer Avenue

Metairie, Louisiana 70002

(504) 454-6560

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 


 

Craig S. Miller

President and Chief Executive Officer

3321 Hessmer Avenue

Metairie, Louisiana 70002

(504) 454-6560

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

James S. Rowe

Kirkland & Ellis LLP

200 East Randolph Drive

Chicago, Illinois 60601

Telephone: (312) 861-2000

Telecopy: (312) 861-2200

  

Christopher C. Paci

Michael J. Schiavone

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Telephone: (212) 848-4000

Telecopy: (212) 844-7179

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 


 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ¨

 

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x File No. 333-124285

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.   ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities

to be Registered

  

Proposed Maximum

Aggregate

Offering Price (1) (2)

  

Amount of Registration

Fee (1)(3)

Common Stock, par value $0.01 per share

   $14,946,000    $1,759.15

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Includes shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.
(3) The Registrant previously paid filing fees of $29,660.40 in connection with previously filings of the Registration Statement on Form S-1 (File No. 333-124285) (the “Registration Statement”), which Registration Statement contemplated a proposed maximum offering price of $254,150,000.

 

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT.

 



EXPLANATORY NOTE

 

This registration statement is being filed by Ruth’s Chris Steak House, Inc. pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Registration No. 333-124285), including the exhibits thereto and each of the documents incorporated or deemed incorporated by reference therein, which was declared effective by the Securities and Exchange Commission on August 8, 2005 (the “Original Registration Statement”), are incorporated by reference into this Registration Statement in their entirety and are deemed to be a part of this Registration Statement.


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, Ruth’s Chris Steak House, Inc. has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Metairie, State of Louisiana on August 8, 2005.

 

RUTH’S CHRIS STEAK HOUSE, INC.
By:  

/S/    CRAIG S. MILLER        

   

Craig S. Miller

Executive Vice President and

Chief Financial Officer

 

* * * *

 

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-1 has been signed by the following persons in the capacities indicated on August 8, 2005.

 

Signature


  

Title


/S/    CRAIG S. MILLER        


Craig S. Miller

  

President, Chief Executive Officer and Director (Principal Executive Officer)

/S/    THOMAS J. PENNISON, JR.        


Thomas J. Pennison, Jr.

  

Chief Financial Officer and Vice President, Finance (Principal Financial and Accounting Officer)

*


Robin P. Selati

  

Director

*


Carla Cooper

  

Director

*


Bannus B. Hudson

  

Director

*


Alan Vituli

  

Director

 

*By:

 

/s/    THOMAS J. PENNISON, JR.        


   

Thomas J. Pennison, Jr.,

Attorney-in-Fact

 

EXHIBIT INDEX

 

All exhibits filed with or incorporated by reference in Registration Statement No. 333-124285 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following, which is filed herewith.

 

Exhibit No.

  

Description


23.1    Consent of KPMG LLP.
Consent of KPMG LLP

Exhibit 23.1

 

[KPMG LOGO]

 

Consent of Independent Registered Public Accounting Firm

 


 

The Board of Directors

Ruth’s Chris Steak House, Inc.:

 

We consent to the use of our report dated April 22, 2005, except as to paragraph one of Note 18, which is as of August 1, 2005, with respect to the consolidated balance sheets of Ruth’s Chris Steak House, Inc. as of December 28, 2003 and December 26, 2004, and the related consolidated income statements, statements of shareholders’ deficit and cash flows for each of the years in the three-year period ended December 26, 2004 and the related financial statement schedule, included herein and to the reference to our firm under the headings “Experts” and “Selected Financial Data” in the registration statement of the Company and related prospectus.

 

As discussed in Note 2 to the Consolidated Financial Statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, in 2003.

 

/s/ KPMG LLP

 

New Orleans, Louisiana

August 8, 2005