Delaware
(State
or other jurisdiction of
incorporation or organization) |
73-1371046
(I.R.S.
Employer
Identification No.) |
|
300
Johnny Bench Drive
Oklahoma
City, Oklahoma
(Address
of Principal Executive Offices)
|
73104
(Zip
Code)
|
Title
of securities
to
be registered
|
Amount
to
be
registered(1)
|
Proposed
maximum
offering
price
per
share(2)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
|
Common
Stock, $.01 par value
|
4,500,000
shares
|
$28.67
|
$129,015,000
|
$13,804.61
|
|
Sonic
Corp.
|
|
|
|
|
|
By:
|
/s/
J. Clifford Hudson
|
|
|
J.
Clifford Hudson, Chairman of the Board of Directors,
|
|
|
Chief
Executive Officer and
President
|
|
|
|
||
Signature
|
Title
|
Date
|
||
|
|
|
||
/s/
J. Clifford Hudson
|
|
Chairman
of the Board of
|
January
31, 2006
|
|
J.
Clifford Hudson,
Principal
Executive Officer
|
|
Directors,
Chief Executive Officer and President |
|
|
|
|
|
||
/s/
Stephen C. Vaughan
|
|
Vice
President and Chief
|
January
31, 2006
|
|
Stephen
C. Vaughan,
Principal
Financial Officer
|
|
Financial Officer |
|
|
|
|
|
||
/s/
Terry D. Harryman
|
|
Controller
|
January
31, 2006
|
|
Terry
D. Harryman,
Principal
Accounting Officer
|
|
|
||
|
|
|
||
/s/ Leonard Lieberman |
|
Director
|
January
31, 2006
|
|
Leonard
Lieberman
|
|
|
||
|
|
|
||
/s/
Michael J. Maples
|
|
Director
|
January
31, 2006
|
|
Michael
J. Maples
|
|
|
||
|
|
|
||
/s/
Federico F. Peña
|
|
Director
|
January
31, 2006
|
|
Federico
F. Peña
|
|
|
||
|
|
|
||
/s/
H. E. "Gene" Rainbolt
|
|
Director
|
January
31, 2006
|
|
H.E.
"Gene" Rainbolt
|
|
|
||
|
|
|
||
/s/
Frank E. Richardson
|
|
Director
|
January
31, 2006
|
|
Frank
E. Richardson
|
|
|
||
|
|
|
||
/s/
Robert M. Rosenberg
|
|
Director
|
January
31, 2006
|
|
Robert
M. Rosenberg
|
|
|
||
|
|
|
||
/s/ Kathryn L. Taylor |
|
Director
|
January
31, 2006
|
|
Kathryn
L. Taylor
|
|
|
||
|
|
|
Exhibit
No. |
Name
of Exhibit
|
||
3.1
|
Certificate
of Incorporation of the Registrant, as amended (incorporated by
reference
to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1
originally filed on October 3, 1990 and Exhibit 3.05 to the Registrant’s
Annual Report on Form 10-K for the Fiscal Year Ended August 31,
2000 filed
on November 22, 2000)
|
||
3.2
|
By-laws
of the Registrant, as amended (incorporated by reference to Exhibit
3.21
to the Registrant’s Registration Statement on Form S-1 originally filed on
October 3, 1990 and Exhibit 3.06 to the Registrant’s Annual Report on Form
10-K for the Fiscal Year Ended August 31, 2002 filed on November
27,
2002)
|
||
4.1
|
Specimen
Certificate for the Common Stock of the Registrant (incorporated
by
reference to Exhibit 4.01 to the Registrant’s Annual Report on Form 10-K
for the Fiscal Year Ended August 31, 1999 filed on November 24,
1999)
|
||
4.2
|
Sonic
Corp. 2006 Long-Term Incentive Plan (incorporated by reference
to Exhibit
B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on
December 16, 2005)
|
||
5*
|
Opinion
of Shearman & Sterling LLP regarding the legality of the securities
offered hereby
|
||
23.1*
|
Consent
of Ernst & Young, LLP
|
||
23.2*
|
Consent
of Shearman & Sterling LLP (contained in Exhibit
5)
|