Brinker International Inc – ‘8-A12B’ on 1/31/96

As of:  Wednesday, 1/31/96   ·   Accession #:  891836-96-16   ·   File #:  1-10275

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  8     30K 
 2: EX-1        Stockholder Protection Rights Agr.                    64    131K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION    

Washington, D.C. 20549    

____________    

FORM 8-A    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES     
PURSUANT TO SECTION 12(b) OR (g) OF THE     
SECURITIES EXCHANGE ACT OF 1934     

Brinker International, Inc.     
(Exact name of registrant as specified in its charter)    

Delaware                              75-1914582
(State of incorporation or organization)             (IRS Employer              
                                        Identification
                              No.)

6820 LBJ Freeway, Dallas, Texas                    75240                
(Address of principal executive offices)            (Zip Code)                  

Securities to be registered pursuant to Section 12(b) of the                    
Act:                                                                            

Title of each class                 Name of each exchange on which              
to be so registered                 each class is to be registered              

Stock Purchase Rights               New York Stock Exchange, Inc.               

Securities to be registered pursuant to Section 12(g) of the                    
Act:                                                                            

None      
(Title of Class)    

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Item 1.  Description of Registrant's Securities to be                           
Registered.                                                   

DESCRIPTION OF TRANSACTION    

On January 30, 1996, the Board of Directors of Brinker  
International, Inc., a Delaware corporation (the "Company"), declared a         
dividend payable February 9, 1996 of one right (a "Right") for each             
outstanding share of common stock, par value $0.10 per share ("Common           
Stock"), of the Company held of record at the close of business on              
February 9, 1996 (the "Record Time"), or issued thereafter and prior to the     
Separation Time (as hereinafter defined) and thereafter pursuant to options     
and convertible securities outstanding at the Separation Time.  The Rights      
were issued pursuant to a Stockholder Protection Rights Agreement, dated as     
of January 30, 1996 (the "Rights Agreement"), between the Company and           
Chemical Mellon Shareholder Services Group, L.L.C., as Rights Agent (the        
"Rights Agent").  Each Right entitles its registered holder to purchase         
from the Company, after the Separation Time, one share of Common Stock for      
$60 (the "Exercise Price"), subject to adjustment.                              

     The Rights will be evidenced by the Common Stock certificates
until the close of business on the earlier of (either, the "Separation          
Time") (i) the tenth business day (or such later date as the Board of           
Directors of the Company may from time to time fix by resolution adopted        
prior to the Separation Time that would otherwise have occurred) after the      
date on which any Person (as defined in the Rights Agreement) commences a       
tender or exchange offer which, if consummated, would result in such            
Person's becoming an Acquiring Person, as defined below, and (ii) the Stock     
Acquisition Date (as defined herein) or such later date as the Board of         
Directors may determine prior to such date (the "Flip-in Date"); provided       
that if the foregoing results in the Separation Time being prior to the         
Record Time, the Separation Time shall be the Record Time; and provided         
further that if a tender or exchange offer referred to in clause (i) is         
cancelled, terminated or otherwise withdrawn prior to the Separation Time       
without the purchase of any shares of Common Stock pursuant thereto, such       
offer shall be deemed never to have been made.  An Acquiring Person is any      
Person having Beneficial Ownership (as defined in the Rights Agreement) of      
15% or more of the outstanding shares of Common Stock, which term shall not     
include (i) the Company, any wholly-owned subsidiary of the Company or any      
employee stock ownership or other employee benefit plan of the Company,         
(ii) any person who shall become the Beneficial Owner of 15% or more of the     
outstanding Common Stock (or in                                                 

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the case of a person described in (iii) below and to whom (iii) applies, a      
percentage of the outstanding shares of Common Stock in excess of such          
Person's Maximum Share Percentage (as defined below)) solely as a result of     
an acquisition of Common Stock by the Company, until such time as such          
Person acquires any additional shares of Common Stock, other than through a     
dividend or stock split, (iii) any person who was the Beneficial Owner of       
10% or more of the outstanding Common Stock on January 30, 1996 until such      
time as any such person becomes the Beneficial Owner (other than by means       
of a stock dividend or stock split) of a percentage of the outstanding          
shares of Common Stock in excess of such Person's Maximum Share Percentage,     
provided that this exclusion from the definition of Acquiring Person will       
cease to apply to any person who becomes (for any reason, including as a        
result of the issuance by the Company of additional shares of Common Stock)     
the Beneficial Owner of less than 10% of the outstanding Common Stock           
(iv) any Person who shall become the Beneficial Owner of 15% or more of the     
outstanding shares of Common Stock (or, in the case of a Person described       
in (iii) above and to whom (iii) applies, a percentage of outstanding           
shares of Common Stock in excess of such Person's Maximum Share Percentage)     
but who acquired Beneficial Ownership of shares of Common Stock without any     
plan or intent to seek or affect control of the Company if such Person          
promptly enters into an irrevocable written commitment with the Company         
promptly to divest and thereafter promptly divests sufficient securities        
such that such Person ceases to be the Beneficial Owner of 15% or more of       
the outstanding shares of Common Stock (or, in the case of a Person             
described in (iii) above and to whom (iii) applies, a percentage of             
outstanding shares of Common Stock in excess of such Person's Maximum Share     
Percentage) or (v) any Person who Beneficially Owns shares of Common Stock      
consisting solely of (A) shares acquired pursuant to the grant or exercise      
of an option granted by the Company in connection with an agreement to          
merge with, or acquire, the Company entered into prior to a Flip-in Date,       
(B) shares of Common Stock (or securities convertible into, exchangeable        
into or receivable for Common Stock) owned by such Person and its               
Affiliates and Associates (as such terms are defined in the Rights              
Agreement) at the time of such grant and (C) shares of Common Stock,            
amounting to less than 1% of the outstanding Common Stock, acquired by          
Affiliates and Associates of such Person after the time of such grant.  For     
purposes of the Rights Agreement, "Maximum Share Percentage" means, in the      
case of a Person described in clause (iii) of the preceding sentence, the       
lesser of (a) the sum of 5% and such Person's Grandfathered Share               
Percentage (as defined below) and (b) 20% and "Grandfathered Share              
Percentage" means, in the case of any Person described in clause (iii)          

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of the preceding sentence, the percentage of the outstanding shares of          
Common Stock Beneficially Owned by such Person on January 30, 1996.  The        
Rights Agreement provides that, until the Separation Time, the Rights will      
be transferred with and only with the Common Stock.  Common Stock               
certificates issued after the Record Time but prior to the Separation Time      
shall evidence one Right for each share of Common Stock represented thereby     
and shall contain a legend incorporating by reference the terms of the          
Rights Agreement (as such may be amended from time to time).  Notwith-          
standing the absence of the aforementioned legend, certificates evidencing      
shares of Common Stock outstanding at the Record Time shall also evidence       
one Right for each share of Common Stock evidenced thereby.  Promptly           
following the Separation Time, separate certificates evidencing the Rights      
("Rights Certificates") will be mailed to holders of record of Common Stock     
at the Separation Time.                                                         

     The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) following the Separation Time.  The Rights     
will expire on the earliest of (i) the Exchange Time (as defined below),        
(ii) the close of business on February 9, 2006, (iii) the date on which the     
Rights are redeemed as described below and (iv) upon the merger of the          
Company into another corporation pursuant to an agreement entered into          
prior to the Flip-in Date (in any such case, the "Expiration Time").            

      The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the           
Rights, are subject to adjustment from time to time to prevent dilution in      
the event of a Common Stock dividend on, or a subdivision or a combination      
into a smaller number of shares of, Common Stock, or the issuance or            
distribution of any securities or assets in respect of, in lieu of or in        
exchange for Common Stock.                                                      

     In the event that prior to the Expiration Time a Flip-in Date
occurs, each Right (other than Rights Beneficially Owned by the Acquiring       
Person or any Affiliate or Associate thereof, which Rights shall become         
void) shall constitute the right to purchase from the Company, upon the         
exercise thereof in accordance with the terms of the Rights Agreement, that     
number of shares of Common Stock of the Company having an aggregate Market      
Price (as defined in the Rights Agreement), on the date of the public           
announcement by the Company or by an Acquiring Person (including by means       
of filing a Schedule 13D or Schedule 13G under the Securities Exchange Act      
of 1934, as amended (or any comparable or successor report or schedule) or      
an amendment thereto) of an                                                     

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Acquiring Person's becoming such (the "Stock Acquisition Date") that gave       
rise to the Flip-in Date, equal to twice the Exercise Price for an amount       
in cash equal to the then current Exercise Price.  In addition, the Board       
of Directors of the Company may, at its option, at any time after a Flip-in     
Date and prior to the time that an Acquiring Person becomes the Beneficial      
Owner of more than 50% of the outstanding shares of Common Stock, elect to      
exchange all (but not less than all) the then outstanding Rights (other         
than Rights Beneficially Owned by the Acquiring Person or any Affiliate or      
Associate thereof, which Rights become void) for shares of Common Stock at      
an exchange ratio of one share of Common Stock per Right, appropriately         
adjusted to reflect any stock split, stock dividend or similar transaction      
occurring after the date of the Separation Time (the "Exchange Ratio").         
Immediately upon such action by the Board of Directors (the "Exchange           
Time"), the right to exercise the Rights will terminate and each Right will     
thereafter represent only the right to receive a number of shares of Common     
Stock equal to the Exchange Ratio.                                              

  In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of         
transactions after the time an Acquiring Person has become such in which,       
directly or indirectly, (i) the Company shall consolidate or merge or           
participate in a binding share exchange with any other Person if, at the        
time of the consolidation, merger or share exchange or at the time the          
Company enters into an agreement with respect to such consolidation, merger     
or share exchange, the Acquiring Person Controls (as defined in the Rights      
Agreement) the Board of Directors of the Company and either (A) any term of     
or arrangement concerning the treatment of shares of capital stock in such      
merger, consolidation or share exchange relating to the Acquiring Person is     
not identical to the terms and arrangements relating to other holders of        
Common Stock or (B) the Person with whom the transaction or series of           
transactions occurs is the Acquiring Person or an Affiliate or Associate of     
the Acquiring Person or (ii) the Company shall sell or otherwise transfer       
(or one or more of its subsidiaries shall sell or otherwise transfer)           
assets (A) aggregating more than 50% of the assets (measured by either book     
value or fair market value) or (B) generating more than 50% of the              
operating income or cash flow, of the Company and its subsidiaries (taken       
as a whole) to any other Person (other than the Company or one or more of       
its wholly owned subsidiaries) or to two or more such Persons which are         
affiliated or otherwise acting in concert, if, at the time of such sale or      
transfer of assets or at the time the Company (or any such subsidiary)          
enters into an agreement with respect to such                                   

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sale or transfer, the Acquiring Person Controls the Board of Directors of       
the Company (a "Flip-over Transaction or Event"), the Company shall take        
such action as shall be necessary to ensure, and shall not enter into,          
consummate or permit to occur such Flip-over Transaction or Event until it      
shall have entered into a supplemental agreement with the Person engaging       
in such Flip-over Transaction or Event or the parent corporation thereof        
(the "Flip-over Entity"), for the benefit of the holders of the Rights,         
providing, that upon consummation or occurrence of the Flip-over                
Transaction or Event (i) each Right shall thereafter constitute the right       
to purchase from the Flip-over Entity, upon exercise thereof in accordance      
with the terms of the Rights Agreement, that number of shares of capital        
stock of the Flip-over Entity having an aggregate Market Price on the date      
of consummation or occurrence of such Flip-over Transaction or Event equal      
to twice the Exercise Price for an amount in cash equal to the then current     
Exercise Price and (ii) the Flip-over Entity shall thereafter be liable         
for, and shall assume, by virtue of such Flip-over Transaction or Event and     
such supplemental agreement, all the obligations and duties of the Company      
pursuant to the Rights Agreement.  For purposes of the foregoing                
description, the term "Acquiring Person" shall include any Acquiring Person     
and its Affiliates and Associates counted together as a single Person.          

    The Board of Directors of the Company may, at its option, at
any time prior to the Flip-in Date, redeem all (but not less than all) the      
then outstanding Rights at a price of $.01 per Right (the "Redemption           
Price"), as provided in the Rights Agreement.  Immediately upon the action      
of the Board of Directors of the Company electing to redeem the Rights,         
without any further action and without any notice, the right to exercise        
the Rights will terminate and each Right will thereafter represent only the     
right to receive the Redemption Price in cash for each Right so held.           

       The holders of Rights will, solely by reason of their ownership
of Rights, have no rights as stockholders of the Company, including,            
without limitation, the right to vote or to receive dividends.                  

The Rights will not prevent a takeover of the Company.  
However, the Rights may cause substantial dilution to a person or group         
that becomes an Acquiring Person unless the Rights are first redeemed by        
the Board of Directors of the Company.  Nevertheless, the Rights should not     
interfere with a transaction that is in the best interests of the Company       
and its stockholders because the Rights can be                                  

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redeemed on or prior to the Flip-in Date, before the consummation of such       
transaction.                                                                    

     As of January 26, 1996 there were 76,617,483 shares of Common
Stock issued (of which 76,617,483 shares were outstanding and 0 shares were     
held in treasury) and 10,779,489 shares reserved for issuance pursuant          
to employee benefit plans.  As long as the Rights are attached to the           
Common Stock, the Company will issue one Right with each new share of           
Common Stock so that all such shares will have Rights attached.                 

      The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise) is attached hereto as an           
exhibit and is incorporated herein by reference.  The foregoing description     
of the Rights is qualified in its entirety by reference to the Rights           
Agreement and such exhibit thereto.                                             

Item 2.     Exhibits.                                                           

Exhibit No.       Description                                                   

(1)          Stockholder Protection Rights Agreement.                 

(2)          Forms of Rights Certificate and of Election to Exercise, 
  included in Exhibit A to the Rights Agreement.

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SIGNATURE     

    Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration          
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized.                                                                     

                                     BRINKER INTERNATIONAL, INC.

                                   By /s/Ronald A. McDougall
                                        Name:  Ronald A. McDougall
                                        Title: President and Chief
                                             Executive Officer

Date:  January 30, 1996                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

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		2/9/96		2					10-Q
Filed on:		1/31/96							8-K
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		1/26/96		7
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