content: <PAGE>   1
      As filed with the Securities and Exchange Commission on November 1, 1996
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                BOSTON CHICKEN, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              DELAWARE                                            36-3904053      
      ------------------------                              ----------------------
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
                             14103 DENVER WEST PARKWAY
                                   P.O. BOX 4086
                            GOLDEN, COLORADO 80401-4086                        
           ------------------------------------------------------------
           (Address of principal executive offices, including zip code)
  
                                BOSTON CHICKEN, INC.
                          1995 EMPLOYEE STOCK OPTION PLAN
                          -------------------------------
                              (Full title of the plan)
  
                                  DONALD J. BINGLE
                          VICE PRESIDENT, GENERAL COUNSEL,
                                   AND SECRETARY
                                BOSTON CHICKEN, INC.
                             14103 DENVER WEST PARKWAY
                                   P.O. BOX 4086
                            GOLDEN, COLORADO  80401-4086
                                   (303) 278-9500
  
             (Name, address and telephone number of agent for service)
  
                                      COPY TO:
                                 PATRICK J. MALONEY
                                 BELL, BOYD & LLOYD
                             THREE FIRST NATIONAL PLAZA
                               70 WEST MADISON STREET
                            CHICAGO, ILLINOIS 60602-4207
                                   (312) 372-1121
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ========================================================================================================================
                                                                Proposed             Proposed
                                                                 Maximum              Maximum
                Title of                  Amount to          Offering Price          Aggregate            Amount of
       Securities to be Registered     be Registered(1)         Per Share         Offering Price      Registration Fee
  ------------------------------------------------------------------------------------------------------------------------
      <S>                              <C>                      <C>               <C>                    <C>
      Common Stock, $.01 par value     1,742,173 Shares         $27.79(2)         $48,414,988(2)         $14,672(2)
  ------------------------------------------------------------------------------------------------------------------------
      Common Stock, $.01 par value     1,257,827 Shares         $36.38(3)         $45,759,747(3)         $13,867(3)
  ========================================================================================================================
  </TABLE>
  
  (1)   This registration statement also covers an indeterminate number of shares
        of Common Stock which may be issuable pursuant to the antidilution
        provisions of the plan.
  
  (2)   Based upon a weighted average of the price at which the options may be
        exercised solely for the purpose of calculating the registration fee in
        accordance with Rule 457(h).
  
  (3)   Estimated in accordance with Rule 457(h) solely for the purpose of
        calculating the registration fee and based upon the average of the high
        and low sale prices of the registrant's Common Stock on the Nasdaq
        National Market System on October 25, 1996 as reported by The Wall
        Street Journal (Western edition).
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  
  Item 1.  Plan Information.
  
        Not required to be included in this registration statement.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
        Not required to be included in this registration statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Documents Incorporated By Reference.
  
        This registration statement on Form S-8 relates to the registration of
  shares of common stock of Boston Chicken, Inc. (the "Company"), $.01 par value
  (the "Common Stock").
  
        The following documents heretofore filed by the Company with the
  Securities and Exchange Commission (the "Commission") are incorporated herein
  by reference:
  
        (1)   The Company's Annual Report on Form 10-K for the year ended
              December 31, 1995, which was filed with the Commission on March 4,
              1996.
  
        (2)   The Company's Current Report on Form 8-K dated April 10, 1996,
              which was filed with the Commission on April 11, 1996.
  
        (3)   The Company's Quarterly Report on Form 10-Q for the quarter ended
              April 21, 1996, which was filed with the Commission on June 1,
              1996.
  
        (4)   The Company's Current Report on Form 8-K dated June 17, 1996, which
              was filed with the Commission on July 2, 1996, as amended by the
              Company's Current Report on Form 8-K/A, which was filed with the
              Commission on September 3, 1996.
  
        (5)   The Company's Quarterly Report on Form 10-Q for the quarter ended
              July 14, 1996, which was filed with the Commission on August 26,
              1996.
  
        (6)   The description of the Company's Capital stock set forth under the
              caption "Description of Capital Stock" in the Company's
              registration statement on Form S-1 (Reg. No. 33-81001), which
              description is incorporated by reference in the
  
  
  
  
  
                                         2
  <PAGE>   3
              Company's registration statement on Form 8-A dated November 4, 1993
              for the registration of the Common Stock under Section 12(g) of the
              Securities Exchange Act of 1934, as amended ("Exchange Act").
  
        All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment to this registration statement which
  indicates that all of the securities offered hereby have been sold or which
  deregisters all of such 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.  Any statement, including
  financial statements, contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this registration
  statement.
  
  Item 4.  Description of Securities.
  
        Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
        Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
        Section 145 of the Delaware General Corporation Law authorizes
  indemnification of directors, officers, employees, and agents of the Company;
  allows the advancement of costs of defending against litigation; and permits
  companies incorporated in Delaware to purchase insurance on behalf of
  directors, officers, employees, and agents against liabilities whether or not
  in the circumstances such companies would have the power to indemnify against
  such liabilities under the provisions of the statute.
  
        The Company's Certificate of Incorporation provides for indemnification
  of the Company's officers and directors to the fullest extent permitted by
  Section 145 of the Delaware General Corporation Law.  The Company maintains
  directors and officers insurance covering its executive officers and directors.
  
        The Company's Certificate of Incorporation eliminates, to the fullest
  extent permitted by Delaware law, liability of a director to the Company or its
  stockholders for monetary damages for a breach of such director's fiduciary
  duty of care except for liability where a director (a) breaches his or her duty
  of loyalty to the Company or its stockholders, (b) fails to act in good faith
  or engages in intentional misconduct or knowing violation of law, (c)
  authorizes payment of an illegal dividend or stock repurchase, or (d) obtains
  an improper personal benefit.  While liability for monetary damages has been
  eliminated, equitable remedies such as injunctive relief
  
  
  
  
  
                                         3
  <PAGE>   4
  or rescission remain available.  In addition, a director is not relieved of his
  or her responsibilities under any other law, including the federal securities
  laws.
  
  Item 7.  Exemption From Registration Claimed.
  
        Not applicable.
  
  Item 8.  Exhibits.
  
        The exhibits to this registration statement are listed in the Exhibit
  Index which appears elsewhere herein and is hereby incorporated by reference.
  
  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;
  
              (i)   To include any prospectus required by Section 10(a)(3) of the
                    Securities Act of 1933, as amended ("Securities Act");
  
              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement.  Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement;
  
              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in this
                    registration statement or any material change to such
                    information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3, S-8, or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  registration statement.
  
  
  
  
  
                                         4
  <PAGE>   5
        (2)   That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, 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, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        (h)   Insofar as indemnification for liabilities arising under the
  Securities Act 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
  Securities 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
  Securities Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                         5
  <PAGE>   6
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended
  (the "Securities Act"), 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 Golden, State of
  Colorado, on October 31, 1996.
  
                                          BOSTON CHICKEN, INC.
  
  
                                          By:         /s/ Scott A. Beck
                                             -------------------------------------
                                                        Scott A. Beck
                                                 Co-Chairman of the Board and
                                                   Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities indicated
  on October 31, 1996.
  
  
  <TABLE>
  <CAPTION>
         Signature                                     Title
         ---------                                     -----
  <S>                                <C>
     /s/ Scott A. Beck               Co-Chairman of the Board, Chief Executive 
  ---------------------------         Officer, and Director (Principal Executive
       Scott A. Beck                  Officer)
               
  
     /s/ Saad J. Nadhir              Co-Chairman of the Board, President, and 
  ---------------------------         Director                                
       Saad J. Nadhir 
  
     /s/ Mark W. Stephens            Vice Chairman of the Board, Chief Financial
  ---------------------------         Officer, and Director (Principal Financial
       Mark W. Stephens               Officer)     
                                     
  
     /s/ Laurence M. Zwain           Vice Chairman of the Board and Director
  ---------------------------
       Laurence M. Zwain                                                    
  
     /s/ Mark R. Goldston            Vice Chairman of the Board and Director
  ---------------------------
       Mark R. Goldston              
  
       /s/ Mark A. Link              Vice President-Financial Reporting  
  ---------------------------         (Principal Accounting Officer)
         Mark A. Link                
  
     /s/ Dean L. Buntrock            Director
  ---------------------------
       Dean L. Buntrock                   
  
    /s/ Arnold C. Greenberg          Director
  ---------------------------
      Arnold C. Greenberg                        
  
     /s/ J. Bruce Harreld            Director
  ---------------------------
       J. Bruce Harreld  
  
    /s/ M Howard Jacobson            Director
  ---------------------------
       M Howard Jacobson                  
  
       /s/ Peer Pedersen             Director
  ---------------------------
         Peer Pedersen                    
  </TABLE>
  
  
  
  
  
                                         6
  <PAGE>   7
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT                                                                                             SEQUENTIAL
  NUMBERS                                          EXHIBITS*                                         PAGE NUMBER**
  -------                                          ---------                                         -------------
   <S>         <C>
   4.1(a)      Certificate of Incorporation of the Registrant, as amended (incorporated by
                  reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
                  S-8 (Reg. No. 33-71930)).
  
   4.1(b)      Certificate of Amendment to Certificate of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3 to the Registrant's Quarterly
                  Report on Form 10-Q for the quarter ended April 21, 1996).
  
   4.3         Indenture dated as of February 1, 1994 by and between the Registrant and Harris
                  Trust and Savings Bank, as Trustee, which includes as Exhibit A the form of
                  Debenture for the Registrant's 4-1/2% Convertible Subordinated Debentures
                  Due 2004 (incorporated by reference to Exhibit 4.1  to the Company's 1993
                  annual report on Form 10-K).
  
   4.4(a)      Amended and Restated Credit Agreement dated as of May 18, 1994 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois
                  (formerly Continental Bank N.A.), as Agent (incorporated by reference to
                  Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 (Reg.
                  No. 33-79280)).
  
   4.4(b)      First  Amendment to Credit Agreement dated as of July 8, 1994 among the
                  Registrant, the Lendersnamed therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.3(b) to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-81810)).
  
   4.4(c)      Second Amendment to Credit Agreement dated as of December 22, 1994 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(c) to the Registrant's 1994
                  annual report on Form 10-K).
   
   4.4(d)      Third  Amendment to Credit Agreement dated as of February 10, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(d) to the Registrant's 1994
                  annual report on Form 10-K).
  
   4.4(e)      Fourth Amendment to Credit Agreement dated as of March 24, 1995 among the
                  Registrant, the  Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(e) to the Registrant's 1994
                  annual report on Form 10-K).
  
   4.4(f)      Fifth  Amendment to Credit Agreement dated as of May 5, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.5(f) to the Registrant's
                  Registration Statement on Form S-3 (Reg. No. 33-92040)).
  </TABLE>
  
  
  --------------------
  
   *  In the case of incorporation by reference to documents filed under the
      Securities Exchange Act of 1934, as amended, the registrant's file number 
      under that Act is 0-22802.
  
  **  This information appears only in the manually signed original of the
      registration statement.
  
  
  <PAGE>   8
  <TABLE>
  <CAPTION>
  EXHIBIT                                                                                             SEQUENTIAL
  NUMBERS                                          EXHIBITS*                                         PAGE NUMBER**
  -------                                          ---------                                         -------------
   <S>         <C>
   4.4(g)      Sixth Amendment to Credit Agreement dated as of July 11, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4(b) to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended July 9, 1995).
  
   4.4(h)      Seventh Amendment to Credit Agreement dated as of September 7, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(h) to the Registrant's
                  Registration Statement on Form S-3 (Reg. No. 33-98922)).
  
   4.4(i)      Eighth Amendment to Credit Agreement dated as of September 26, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(i) to the Registrant's
                  Registration Statement on Form S-3 (Reg. No. 33-98922)).
  
   4.4(j)      Ninth Amendment to Credit Agreement dated as of January 19, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(j) to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-81001)).
  
   4.4(k)      Tenth Amendment to Credit Agreement dated as of January 30, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated  by reference to Exhibit 4.4(k) to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-81001)).
  
   4.4(l)      Eleventh Amendment to Credit Agreement dated as of March 1, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to the Registrant's 1995 annual report on
                  Form 10-K).
  
   4.4(m)      Twelfth Amendment to Credit Agreement dated as of April 19, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended April 21, 1996).
  
   4.4(n)      Thirteenth Amendment to Credit Agreement dated as of May 17, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.3 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended April 21, 1996).
  
   4.4(o)      Fourteenth Amendment to Credit Agreement dated as of July 12, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent.
  
   4.7         Concurrent Private Placement Agreement dated November 8, 1993 (incorporated by
                  reference to Exhibit 4.7 to the Registrant's Registration Statement on Form
                  S-1 (Reg. No. 33-73870)).
  
   4.8         Second Amended and Restated Piggyback Registration Agreement dated November  8,
                  1993 (incorporated by reference to Exhibit 4.8 to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-73870)).
  </TABLE>
  
  
  --------------------
  
   *  In the case of incorporation by reference to documents filed under the
      Securities Exchange Act of 1934, as amended, the registrant's file number 
      under that Act is 0-22802.
  
  **  This information appears only in the manually signed original of the
      registration statement.
  
  
  
  
                                         2
  <PAGE>   9
  <TABLE>
  <CAPTION>
  EXHIBIT                                                                                             SEQUENTIAL
  NUMBERS                                          EXHIBITS*                                         PAGE NUMBER**
  -------                                          ---------                                         -------------
   <S>        <C>
   4.9        Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.7
                  to the Registrant's Registration Statement on Form S-1 (Reg.  No.  33-
                  69256)).
  
   4.10       Stock Purchase Agreements dated as of March 24, 1995 by and between the
                  Registrant and Einstein/Noah Bagel Corp. ("ENBC"), formerly known as
                  Einstein Bros. Bagels, Inc., formerly known as Progressive Bagel Concepts,
                  Inc. (incorporated by reference to Exhibit 4.10 to the Registrant's 1994
                  annual report on Form 10-K).
  
   4.11       Stock Purchase Agreement dated March 31, 1995 by and between the Registrant and
                  ENBC (incorporated by reference to Exhibit 4.11 to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-79280)).
  
   4.12       Registration Rights Agreements dated as of March 24, 1995 between the Registrant
                  and ENBC. (incorporated by reference to Exhibit 4.11 to the Registrant's
                  1994 annual report on Form 10-K).
  
   4.13       Registration Rights Agreement dated as of March 31, 1995 by and between the
                  Registrant and ENBC (incorporated by reference to Exhibit 4.13 to the
                  Registrant's Registration Statement on Form S-1 (Reg. No. 33-79280)).
  
   4.14       Indenture dated as of June 1, 1995 by and between the Registrant and Chemical
                  Bank, as Trustee, which includes as an  Exhibit the form of LYON for the
                  Registrant's Liquid Yield Option Notes due 2015 (incorporated by reference
                  to Exhibit 4.14 to the Registrant's Registration Statement on Form S-3
                  (Reg. No. 33-93872)).
  
   4.15       Stock Purchase Agreement dated August 10, 1995 by and between the Registrant and
                  ENBC (incorporated by reference to Exhibit 4.15 to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-96230)).
  
   4.16       Registration Rights Agreement dated August 10, 1995 by and between the
                  Registrant and ENBC (incorporated by reference to Exhibit 4.16 to the
                  Registrant's Registration Statement on Form S-1 (Reg. No. 33-96230)).
  
   4.17       Warrant Purchase Agreement dated July 18, 1996 by and between the Registrant and
                  Market Partners, L.L.C. and Form of Warrant.
  
   4.18       Registration Rights Agreement dated September 27, 1996 by and between the
                  Registrant and Market Partners, L.L.C.
  
   5          Opinion of Bell, Boyd & Lloyd (including consent).
  
  15          Not applicable.
  
  23.1        Consent of Arthur Andersen LLP.
  
  23.2        Consent of Bell, Boyd & Lloyd (included in Exhibit 5).
  </TABLE>
  
  
  --------------------
  
   *  In the case of incorporation by reference to documents filed under the
      Securities Exchange Act of 1934, as amended, the registrant's file number 
      under that Act is 0-22802.
  
  **  This information appears only in the manually signed original of the
      registration statement.
  
  
  
  
                                         3
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR BOSTON CHICKEN", "secsgml_size_bytes": 29011}]
metadata_filer: {"company-data": {"conformed-name": "BOSTON CHICKEN INC", "cik": "0000894751", "assigned-sic": "5812", "irs-number": "363904053", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15389", "film-number": "96652687"}, "business-address": {"street1": "14103 DENVER W PKWY", "street2": "PO BOX 4086", "city": "GOLDEN", "state": "CO", "zip": "80401", "phone": "3032789500"}, "mail-address": {"street1": "14103 DENVER WEST PARKWAY", "street2": "PO BOX 4086", "city": "GOLDEN", "state": "CO", "zip": "80401"}}
text: 1
      As filed with the Securities and Exchange Commission on November 1, 1996
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                BOSTON CHICKEN, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              DELAWARE                                            36-3904053      
      ------------------------                              ----------------------
  (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
                             14103 DENVER WEST PARKWAY
                                   P.O. BOX 4086
                            GOLDEN, COLORADO 80401-4086                        
           ------------------------------------------------------------
           (Address of principal executive offices, including zip code)
  
                                BOSTON CHICKEN, INC.
                          1995 EMPLOYEE STOCK OPTION PLAN
                          -------------------------------
                              (Full title of the plan)
  
                                  DONALD J. BINGLE
                          VICE PRESIDENT, GENERAL COUNSEL,
                                   AND SECRETARY
                                BOSTON CHICKEN, INC.
                             14103 DENVER WEST PARKWAY
                                   P.O. BOX 4086
                            GOLDEN, COLORADO  80401-4086
                                   (303) 278-9500
  
             (Name, address and telephone number of agent for service)
  
                                      COPY TO:
                                 PATRICK J. MALONEY
                                 BELL, BOYD & LLOYD
                             THREE FIRST NATIONAL PLAZA
                               70 WEST MADISON STREET
                            CHICAGO, ILLINOIS 60602-4207
                                   (312) 372-1121
  
                          CALCULATION OF REGISTRATION FEE
  ========================================================================================================================
                                                                Proposed             Proposed
                                                                 Maximum              Maximum
                Title of                  Amount to          Offering Price          Aggregate            Amount of
       Securities to be Registered     be Registered(1)         Per Share         Offering Price      Registration Fee
  ------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value     1,742,173 Shares         $27.79(2)         $48,414,988(2)         $14,672(2)
  ------------------------------------------------------------------------------------------------------------------------
      Common Stock, $.01 par value     1,257,827 Shares         $36.38(3)         $45,759,747(3)         $13,867(3)
  ========================================================================================================================
  (1)   This registration statement also covers an indeterminate number of shares
        of Common Stock which may be issuable pursuant to the antidilution
        provisions of the plan.
  
  (2)   Based upon a weighted average of the price at which the options may be
        exercised solely for the purpose of calculating the registration fee in
        accordance with Rule 457(h).
  
  (3)   Estimated in accordance with Rule 457(h) solely for the purpose of
        calculating the registration fee and based upon the average of the high
        and low sale prices of the registrant's Common Stock on the Nasdaq
        National Market System on October 25, 1996 as reported by The Wall
        Street Journal (Western edition).
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  Item 1.  Plan Information.
  
        Not required to be included in this registration statement.
  
  Item 2.  Registrant Information and Employee Plan Annual Information.
  
        Not required to be included in this registration statement.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Documents Incorporated By Reference.
  
        This registration statement on Form S-8 relates to the registration of
  shares of common stock of Boston Chicken, Inc. (the "Company"), $.01 par value
  (the "Common Stock").
  
        The following documents heretofore filed by the Company with the
  Securities and Exchange Commission (the "Commission") are incorporated herein
  by reference:
  
        (1)   The Company's Annual Report on Form 10-K for the year ended
              December 31, 1995, which was filed with the Commission on March 4,
              1996.
  
        (2)   The Company's Current Report on Form 8-K dated April 10, 1996,
              which was filed with the Commission on April 11, 1996.
  
        (3)   The Company's Quarterly Report on Form 10-Q for the quarter ended
              April 21, 1996, which was filed with the Commission on June 1,
              1996.
  
        (4)   The Company's Current Report on Form 8-K dated June 17, 1996, which
              was filed with the Commission on July 2, 1996, as amended by the
              Company's Current Report on Form 8-K/A, which was filed with the
              Commission on September 3, 1996.
  
        (5)   The Company's Quarterly Report on Form 10-Q for the quarter ended
              July 14, 1996, which was filed with the Commission on August 26,
              1996.
  
        (6)   The description of the Company's Capital stock set forth under the
              caption "Description of Capital Stock" in the Company's
              registration statement on Form S-1 (Reg. No. 33-81001), which
              description is incorporated by reference in the
  
                                         2
  3
              Company's registration statement on Form 8-A dated November 4, 1993
              for the registration of the Common Stock under Section 12(g) of the
              Securities Exchange Act of 1934, as amended ("Exchange Act").
  
        All reports and other documents subsequently filed by the Company
  pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment to this registration statement which
  indicates that all of the securities offered hereby have been sold or which
  deregisters all of such 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.  Any statement, including
  financial statements, contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this registration statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this registration
  statement.
  
  Item 4.  Description of Securities.
  
        Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
        Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
        Section 145 of the Delaware General Corporation Law authorizes
  indemnification of directors, officers, employees, and agents of the Company;
  allows the advancement of costs of defending against litigation; and permits
  companies incorporated in Delaware to purchase insurance on behalf of
  directors, officers, employees, and agents against liabilities whether or not
  in the circumstances such companies would have the power to indemnify against
  such liabilities under the provisions of the statute.
  
        The Company's Certificate of Incorporation provides for indemnification
  of the Company's officers and directors to the fullest extent permitted by
  Section 145 of the Delaware General Corporation Law.  The Company maintains
  directors and officers insurance covering its executive officers and directors.
  
        The Company's Certificate of Incorporation eliminates, to the fullest
  extent permitted by Delaware law, liability of a director to the Company or its
  stockholders for monetary damages for a breach of such director's fiduciary
  duty of care except for liability where a director (a) breaches his or her duty
  of loyalty to the Company or its stockholders, (b) fails to act in good faith
  or engages in intentional misconduct or knowing violation of law, (c)
  authorizes payment of an illegal dividend or stock repurchase, or (d) obtains
  an improper personal benefit.  While liability for monetary damages has been
  eliminated, equitable remedies such as injunctive relief
  
                                         3
  4
  or rescission remain available.  In addition, a director is not relieved of his
  or her responsibilities under any other law, including the federal securities
  laws.
  
  Item 7.  Exemption From Registration Claimed.
  
        Not applicable.
  
  Item 8.  Exhibits.
  
        The exhibits to this registration statement are listed in the Exhibit
  Index which appears elsewhere herein and is hereby incorporated by reference.
  
  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;
  
              (i)   To include any prospectus required by Section 10(a)(3) of the
                    Securities Act of 1933, as amended ("Securities Act");
  
              (ii)  To reflect in the prospectus any facts or events arising
                    after the effective date of the registration statement (or
                    the most recent post-effective amendment thereof) which,
                    individually or in the aggregate, represent a fundamental
                    change in the information set forth in the registration
                    statement.  Notwithstanding the foregoing, any increase or
                    decrease in volume of securities offered (if the total dollar
                    value of securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of the
                    estimated maximum offering range may be reflected in the form
                    of prospectus filed with the Commission pursuant to Rule
                    424(b) if, in the aggregate, the changes in volume and price
                    represent no more than a 20 percent change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement;
  
              (iii) To include any material information with respect to the
                    plan of distribution not previously disclosed in this
                    registration statement or any material change to such
                    information in the registration statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  registration statement is on Form S-3, S-8, or Form F-3, and the information
  required to be included in a post-effective amendment by those paragraphs is
  contained in periodic reports filed by the registrant pursuant to Section 13 or
  Section 15(d) of the Exchange Act that are incorporated by reference in this
  registration statement.
  
                                         4
  5
        (2)   That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, 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, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
        (h)   Insofar as indemnification for liabilities arising under the
  Securities Act 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
  Securities 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
  Securities Act and will be governed by the final adjudication of such issue.
  
                                         5
  6
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended
  (the "Securities Act"), 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 Golden, State of
  Colorado, on October 31, 1996.
  
                                          BOSTON CHICKEN, INC.
  
                                          By:         /s/ Scott A. Beck
                                             -------------------------------------
                                                        Scott A. Beck
                                                 Co-Chairman of the Board and
                                                   Chief Executive Officer
  
        Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities indicated
  on October 31, 1996.
  Signature                                     Title
         ---------                                     -----
  /s/ Scott A. Beck               Co-Chairman of the Board, Chief Executive 
  ---------------------------         Officer, and Director (Principal Executive
       Scott A. Beck                  Officer)
               
  
     /s/ Saad J. Nadhir              Co-Chairman of the Board, President, and 
  ---------------------------         Director                                
       Saad J. Nadhir 
  
     /s/ Mark W. Stephens            Vice Chairman of the Board, Chief Financial
  ---------------------------         Officer, and Director (Principal Financial
       Mark W. Stephens               Officer)     
                                     
  
     /s/ Laurence M. Zwain           Vice Chairman of the Board and Director
  ---------------------------
       Laurence M. Zwain                                                    
  
     /s/ Mark R. Goldston            Vice Chairman of the Board and Director
  ---------------------------
       Mark R. Goldston              
  
       /s/ Mark A. Link              Vice President-Financial Reporting  
  ---------------------------         (Principal Accounting Officer)
         Mark A. Link                
  
     /s/ Dean L. Buntrock            Director
  ---------------------------
       Dean L. Buntrock                   
  
    /s/ Arnold C. Greenberg          Director
  ---------------------------
      Arnold C. Greenberg                        
  
     /s/ J. Bruce Harreld            Director
  ---------------------------
       J. Bruce Harreld  
  
    /s/ M Howard Jacobson            Director
  ---------------------------
       M Howard Jacobson                  
  
       /s/ Peer Pedersen             Director
  ---------------------------
         Peer Pedersen
  6
  7
                                   EXHIBIT INDEX
  EXHIBIT                                                                                             SEQUENTIAL
  NUMBERS                                          EXHIBITS*                                         PAGE NUMBER**
  -------                                          ---------                                         -------------
  4.1(a)      Certificate of Incorporation of the Registrant, as amended (incorporated by
                  reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
                  S-8 (Reg. No. 33-71930)).
  
   4.1(b)      Certificate of Amendment to Certificate of Incorporation of the Registrant
                  (incorporated by reference to Exhibit 3 to the Registrant's Quarterly
                  Report on Form 10-Q for the quarter ended April 21, 1996).
  
   4.3         Indenture dated as of February 1, 1994 by and between the Registrant and Harris
                  Trust and Savings Bank, as Trustee, which includes as Exhibit A the form of
                  Debenture for the Registrant's 4-1/2% Convertible Subordinated Debentures
                  Due 2004 (incorporated by reference to Exhibit 4.1  to the Company's 1993
                  annual report on Form 10-K).
  
   4.4(a)      Amended and Restated Credit Agreement dated as of May 18, 1994 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois
                  (formerly Continental Bank N.A.), as Agent (incorporated by reference to
                  Exhibit 4.3 to the Registrant's Registration Statement on Form S-1 (Reg.
                  No. 33-79280)).
  
   4.4(b)      First  Amendment to Credit Agreement dated as of July 8, 1994 among the
                  Registrant, the Lendersnamed therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.3(b) to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-81810)).
  
   4.4(c)      Second Amendment to Credit Agreement dated as of December 22, 1994 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(c) to the Registrant's 1994
                  annual report on Form 10-K).
   
   4.4(d)      Third  Amendment to Credit Agreement dated as of February 10, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(d) to the Registrant's 1994
                  annual report on Form 10-K).
  
   4.4(e)      Fourth Amendment to Credit Agreement dated as of March 24, 1995 among the
                  Registrant, the  Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(e) to the Registrant's 1994
                  annual report on Form 10-K).
  
   4.4(f)      Fifth  Amendment to Credit Agreement dated as of May 5, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.5(f) to the Registrant's
                  Registration Statement on Form S-3 (Reg. No. 33-92040)).
  --------------------
  
   *  In the case of incorporation by reference to documents filed under the
      Securities Exchange Act of 1934, as amended, the registrant's file number 
      under that Act is 0-22802.
  
  **  This information appears only in the manually signed original of the
      registration statement.
  8
  EXHIBIT                                                                                             SEQUENTIAL
  NUMBERS                                          EXHIBITS*                                         PAGE NUMBER**
  -------                                          ---------                                         -------------
  4.4(g)      Sixth Amendment to Credit Agreement dated as of July 11, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4(b) to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended July 9, 1995).
  
   4.4(h)      Seventh Amendment to Credit Agreement dated as of September 7, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(h) to the Registrant's
                  Registration Statement on Form S-3 (Reg. No. 33-98922)).
  
   4.4(i)      Eighth Amendment to Credit Agreement dated as of September 26, 1995 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(i) to the Registrant's
                  Registration Statement on Form S-3 (Reg. No. 33-98922)).
  
   4.4(j)      Ninth Amendment to Credit Agreement dated as of January 19, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.4(j) to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-81001)).
  
   4.4(k)      Tenth Amendment to Credit Agreement dated as of January 30, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated  by reference to Exhibit 4.4(k) to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-81001)).
  
   4.4(l)      Eleventh Amendment to Credit Agreement dated as of March 1, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to the Registrant's 1995 annual report on
                  Form 10-K).
  
   4.4(m)      Twelfth Amendment to Credit Agreement dated as of April 19, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.2 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended April 21, 1996).
  
   4.4(n)      Thirteenth Amendment to Credit Agreement dated as of May 17, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent (incorporated by reference to Exhibit 4.3 to the Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended April 21, 1996).
  
   4.4(o)      Fourteenth Amendment to Credit Agreement dated as of July 12, 1996 among the
                  Registrant, the Lenders named therein, and Bank of America Illinois, as
                  Agent.
  
   4.7         Concurrent Private Placement Agreement dated November 8, 1993 (incorporated by
                  reference to Exhibit 4.7 to the Registrant's Registration Statement on Form
                  S-1 (Reg. No. 33-73870)).
  
   4.8         Second Amended and Restated Piggyback Registration Agreement dated November  8,
                  1993 (incorporated by reference to Exhibit 4.8 to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-73870)).
  --------------------
  
   *  In the case of incorporation by reference to documents filed under the
      Securities Exchange Act of 1934, as amended, the registrant's file number 
      under that Act is 0-22802.
  
  **  This information appears only in the manually signed original of the
      registration statement.
  
                                         2
  9
  EXHIBIT                                                                                             SEQUENTIAL
  NUMBERS                                          EXHIBITS*                                         PAGE NUMBER**
  -------                                          ---------                                         -------------
  4.9        Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.7
                  to the Registrant's Registration Statement on Form S-1 (Reg.  No.  33-
                  69256)).
  
   4.10       Stock Purchase Agreements dated as of March 24, 1995 by and between the
                  Registrant and Einstein/Noah Bagel Corp. ("ENBC"), formerly known as
                  Einstein Bros. Bagels, Inc., formerly known as Progressive Bagel Concepts,
                  Inc. (incorporated by reference to Exhibit 4.10 to the Registrant's 1994
                  annual report on Form 10-K).
  
   4.11       Stock Purchase Agreement dated March 31, 1995 by and between the Registrant and
                  ENBC (incorporated by reference to Exhibit 4.11 to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-79280)).
  
   4.12       Registration Rights Agreements dated as of March 24, 1995 between the Registrant
                  and ENBC. (incorporated by reference to Exhibit 4.11 to the Registrant's
                  1994 annual report on Form 10-K).
  
   4.13       Registration Rights Agreement dated as of March 31, 1995 by and between the
                  Registrant and ENBC (incorporated by reference to Exhibit 4.13 to the
                  Registrant's Registration Statement on Form S-1 (Reg. No. 33-79280)).
  
   4.14       Indenture dated as of June 1, 1995 by and between the Registrant and Chemical
                  Bank, as Trustee, which includes as an  Exhibit the form of LYON for the
                  Registrant's Liquid Yield Option Notes due 2015 (incorporated by reference
                  to Exhibit 4.14 to the Registrant's Registration Statement on Form S-3
                  (Reg. No. 33-93872)).
  
   4.15       Stock Purchase Agreement dated August 10, 1995 by and between the Registrant and
                  ENBC (incorporated by reference to Exhibit 4.15 to the Registrant's
                  Registration Statement on Form S-1 (Reg. No. 33-96230)).
  
   4.16       Registration Rights Agreement dated August 10, 1995 by and between the
                  Registrant and ENBC (incorporated by reference to Exhibit 4.16 to the
                  Registrant's Registration Statement on Form S-1 (Reg. No. 33-96230)).
  
   4.17       Warrant Purchase Agreement dated July 18, 1996 by and between the Registrant and
                  Market Partners, L.L.C. and Form of Warrant.
  
   4.18       Registration Rights Agreement dated September 27, 1996 by and between the
                  Registrant and Market Partners, L.L.C.
  
   5          Opinion of Bell, Boyd & Lloyd (including consent).
  
  15          Not applicable.
  
  23.1        Consent of Arthur Andersen LLP.
  
  23.2        Consent of Bell, Boyd & Lloyd (included in Exhibit 5).
  --------------------
  
   *  In the case of incorporation by reference to documents filed under the
      Securities Exchange Act of 1934, as amended, the registrant's file number 
      under that Act is 0-22802.
  
  **  This information appears only in the manually signed original of the
      registration statement.
  
                                         3