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As filed with the Securities and Exchange Commission on November 29, 2000
Registration No. 333-00169
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BRINKER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1914582
(State of incorporation) (I.R.S. employer identification number)
6820 LBJ Freeway
Dallas, Texas 75240
972-980-9917
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
_________________________________
Russell G. Owens
Executive Vice President and
Chief Financial Officer
Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas 75240
972-980-9917
(Name, address including zip code, and telephone number, including area
code, of agent for service)
____________________________________
Copies to:
Roger F. Thomson Bruce H. Hallett
Executive Vice President and Hallett & Perrin, P.C.
General Counsel 717 N. Harwood Street, Suite 1400
Brinker International, Inc. Dallas, Texas 75201
6820 LBJ Freeway 214-953-0053
Dallas, Texas 75240
972-980-9917
_____________________________________
Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are
being offered pursuant to a dividend or interest reinvestment
plans, please check the following box. [ ]
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, other than
securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register 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 number of the earlier effective registration
statement for the same offering. [ ]
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 delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
Brinker International, Inc. (the "Company") hereby
deregisters 420,358 shares of Common Stock of the Company. An
aggregate of 3,999,957 shares of Common Stock were registered
for sale on behalf of certain stockholders of the Company. As
of the close of business on October 13, 2000, the offering was
terminated and a total of 3,579,599 shares of Common Stock
were sold by the selling shareholders. The registrant
believes that the shares being deregistered are eligible for
resale under Rule 144 of the Securities Act of 1933, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant has duly caused this post-effective
amendment to this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the
City of Dallas and the State of Texas, on the _____ day of
November, 2000.
BRINKER INTERNATIONAL, INC.
By: /s/ Russell G. Owens
Russell G. Owens, Executive Vice
President and Chief Financial and
Strategic Officer
Pursuant to the requirements of the Securities Act of
1933, as amended, this post-effective amendment to this
Registration Statement has been signed below by the following
persons in the capacities indicated effective on the _____ day
of November, 2000.
Signature Title
/s/ Ronald A. McDougall Chairman of the Board and
Ronald A. McDougall Chief Executive Officer
(Principal Executive Officer)
/s/ Russell G. Owens Executive Vice President and
Russell G. Owens Chief Financial and
Strategic Officer
(Principal Financial and
Accounting Officer)
/s/ Douglas H. Brooks President, Chief Operating
Douglas H. Brooks Officer and Director
/s/ Donald J. Carty Director
Donald J. Carty
/s/ Dan W. Cook, III Director
Dan W. Cook, III
/s/ Marvin J. Girouard Director
Marvin J. Girouard
/s/ Frederick S. Humphries Director
Frederick S. Humphries
/s/ Ronald Kirk Director
Ronald Kirk
/s/ Jeffrey A. Marcus Director
Jeffrey A. Marcus
/s/ James E. Oesterreicher Director
James E. Oesterreicher
/s/ Roger T. Staubach Director
Roger T. Staubach