content: <PAGE>   1
   As filed with the Securities and Exchange Commission on October 10, 1997.
  
                                                    Registration No. 333-_________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               450 FIFTH STREET N.W.
                               WASHINGTON, D.C. 20549
  
                              -----------------------
   
                                     FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              -----------------------
  
                                 SCHLOTZSKY'S, INC.
               (Exact name of registrant as specified in its charter)
  
                  TEXAS                                    74-2654208
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)
  
         200 WEST FOURTH STREET                               78701
              AUSTIN, TEXAS                                 (Zip Code)
  (Address of Principal Executive Offices)
  
                                 SCHLOTZSKY'S, INC.
                               1993 STOCK OPTION PLAN
                              (Full title of the plan)
  
                  MONICA GILL                                 COPY TO:
            CHIEF FINANCIAL OFFICER                  PHILLIP M. SLINKARD, ESQ.
            200 WEST FOURTH STREET                     HUGHES & LUCE, L.L.P.
              AUSTIN, TEXAS 78701                       111 CONGRESS AVENUE
                (512) 469-7500                               SUITE 900
     (Name, address and telephone number,               AUSTIN, TEXAS 78701
  including area code, of agent for service)               (512) 482-6836
  
                              -----------------------
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ==============================================================================================================
                                                          PROPOSED              PROPOSED
                                        AMOUNT            MAXIMUM                MAXIMUM            AMOUNT OF
    TITLE OF CLASS OF SECURITIES         TO BE         OFFERING PRICE           AGGREGATE          REGISTRATION
          TO BE REGISTERED           REGISTERED(1)    PER SHARE(2)(3)     OFFERING PRICE (2)(3)       FEE(3)
  --------------------------------------------------------------------------------------------------------------
   <S>                                  <C>                <C>                 <C>                    <C>
   Shares of Common Stock, no
   par value per share . . . . .        150,000            $19.69              $2,953,500             $895.00
  ==============================================================================================================
  </TABLE>
  
           (1)     Pursuant to Rule 416 of the Securities Act of 1933 (the
  "Securities Act"), this Registration Statement is deemed to include additional
  shares of Common Stock issuable under the terms of the 1993 Stock Option Plan
  to prevent dilution resulting from any future stock split, stock dividend or
  similar transaction.
           (2)     Estimated solely for the purpose of calculating the
  registration fee.
           (3)     Calculated pursuant to Rule 457(c) and (h) of the Securities
  Act.  Accordingly, the price per share of the Common Stock offered hereunder
  pursuant to the 1993 Stock Option Plan is based on the average bid and asked
  price of the Common Stock on NASDAQ on October 7, 1997.
  
  
  
                                        1
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  EXPLANATORY NOTE
  
           The information required by Items 1 and 2 of Part I of Form S-8 to be
  contained in the Section 10(a) prospectus is omitted from this Registration
  Statement on Form S-8 in accordance with Rule 428 of the Securities Act of
  1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8.
  
  
  
  
                                        2
  <PAGE>   3
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The registrant hereby incorporates by reference in this Registration
  Statement the following documents previously filed by the registrant with the
  Securities and Exchange Commission (the "Commission"):
  
           (1)     the registrant's Annual Report on Form 10-K for the fiscal
  year ended December 31, 1996;
  
           (2)     the registrant's Quarterly Report on Form 10-Q for the quarter
  ended June 30, 1997; and
  
           (3)     the descriptions of the Common Stock, no par value per share,
  of the registrant (the "Common Stock") set forth in the registration statement
  filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), and all amendments and reports which have been filed for
  the purpose of updating such descriptions.
  
           All documents filed by the registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
  of this Registration Statement, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of the filing of such documents
  until such time as there shall have been filed a post-effective amendment that
  indicates that all securities offered hereby have been sold or that deregisters
  all securities remaining unsold at the time of such amendment.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           The information required by this item is not applicable to this
  Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The information required by this item is not applicable to this
  Registration Statement.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           The Registrant has authority under Articles 2.02 (A) (16) and 2.02-1
  of the Texas Business Corporation Act (the "TBCA") to indemnify its directors
  and officers to the extent provided for in such statute.  The Registrant's
  Articles of Incorporation and Bylaws allow indemnification of directors and
  officers to the extent permitted by said provisions of the TBCA.
  
           The TBCA provides in part that a corporation may indemnify a director
  or officer or other person who was, is, or is threatened to be made a named
  defendant or respondent in a proceeding because the person is or was a
  director, officer, employee or agent of the corporation, if it is determined
  that (i) such person conducted himself in good faith; (ii) reasonably believed,
  in the case of conduct in his official
  
  
  
  
  
                                         3
  <PAGE>   4
  capacity as a director or officer of the corporation, that his conduct was in
  the corporation's best interests, and, in all other cases, that his conduct was
  at least not opposed to the corporation's best interest; and (iii) in the case
  of any criminal proceeding, had no reasonable cause to believe that his conduct
  was unlawful.
  
           A corporation may indemnify a person under the TBCA against judgments,
  penalties (including excise and similar taxes), fines, settlements, and
  reasonable expenses actually incurred by the person in connection with the
  proceeding.  If the person is found liable to the corporation or is found
  liable on the basis that personal benefit was improperly received by the
  person, the indemnification is limited to reasonable expenses actually incurred
  by the person in connection with the proceeding, and shall not be made in
  respect of any proceeding in which the person shall have been found liable for
  willful or intentional misconduct in the performance of his duty to the
  corporation.
  
           A corporation may also pay or reimburse expenses incurred by a person
  in connection with his appearance as a witness or other participation in a
  proceeding at a time when he is not a named defendant or respondent in the
  proceeding.
  
           Reference is also made to the Articles of Incorporation, which limit
  or eliminate a director's liability for monetary damages to the Registrant or
  its shareholders for acts or omissions in the director's capacity as a
  director, except that the articles of incorporation do not eliminate the
  liability of a director for (i) a breach of the director's duty of loyalty to
  the Registrant or its shareholders, (ii) an act or omission not in good faith
  that constitutes a breach of duty of the director to the Registrant of an act
  or omission that involves intentional misconduct or a knowing violation of the
  law, (iii) a transaction from a director received an improper benefit, whether
  or not the benefit resulted from an action taken within the scope of the
  director's office, or (iv) an act or omission for which the liability of a
  director is expressly provided for by an applicable statute.  The Registrant's
  Bylaws further provide that the Registrant may indemnify its officers and
  directors to the fullest extent permitted by law.
  
           Pursuant to a policy of directors' and officers' liability and
  corporation reimbursement insurance, with total annual limits of $3,000,000 the
  registrant's officers and directors are insured, subject to the limits,
  retention, exceptions and other terms and conditions of such policy, against
  liability for any actual or alleged breach of duty, neglect, error,
  misstatement, misleading statement, omission or other act done or wrongfully
  attempted while acting in their capacities as directors or officers of the
  registrant.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           The information required by this item is not applicable to this
  Registration Statement.
  
  
  
  
  
                                         4
  <PAGE>   5
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as a part of this Registration
  Statement.
  
  <TABLE>
  <CAPTION>
           Exhibit
           Number           Description of Exhibit
           -------          ----------------------
      <S>  <C>     <C>      <C>                                                                                  <C>
      *    4.1     --       Articles of Incorporation of the Registrant, as amended
      *    4.2     --       Bylaws of the Registrant, as amended
           4.3     --       Schlotzsky's, Inc. 1993 Third Amended and Restated Stock Option Plan of the          
                            Registrant and form of Incentive Stock Option Agreement
           4.5     --       Form of Non-Qualified Option Agreement under the Registrant's
                            1993 Third Amended and Restated Stock Option Plan.
           5.1     --       Opinion of Hughes & Luce, LLP regarding legality of securities being
                            registered.
           23.1    --       Consent of Hughes & Luce, LLP (included in the firm's opinion filed as
                            Exhibit 5.1).
           23.2    --       Consent of Independent Accountants.
           24.1    --       Power of Attorney (see signature page of this Registration Statement).
  </TABLE>
  
  
  -------------   
  *  Filed as an Exhibit to the registrant's Form S-1
  
  
  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 to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in the Registration Statement;
  
           (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; and
  
           (3)     to remove from registration by means of a post-effective
  amendment any of the securities being registered that 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.
  
  
  
  
  
                                         5
  <PAGE>   6
  C.       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 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 of 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.
  
  
  
  
  
                                         6
  <PAGE>   7
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all 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 Austin, Texas, on September 18, 1997:
  
  
                                              SCHLOTZSKY'S, INC.
  
                                              By:  /s/ JOHN C. WOOLEY   
                                                 ------------------------------
                                                   John C. Wooley
                                                   Chairman of the Board
                                                   and President
  
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints John C. Wooley and Monica Gill, each of
  them, his or her true and lawful attorneys-in-fact and agents with full power
  of substitution and resubstitution, for him or her and in his or her name,
  place and stead, in any and all capacities, to sign any and all amendments to
  this Registration Statement, and to file the same with all exhibits, thereto,
  and all documents in connection therewith, with the Commission, granting unto
  said attorneys-in-fact and agents, and each of them, full power and authority
  to do and perform each and every act and thing requisite and necessary to be
  done in and about the premises, as fully to all intents and purposes as he or
  she might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or either of them, or their or his or her
  substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated:
  
  <TABLE>
  <CAPTION>
                  SIGNATURE                                 CAPACITY                            DATE
                  ---------                                 --------                            ----
  <S>                                         <C>                                        <C>
    /s/ JOHN C. WOOLEY                        Chairman of the Board and President
  --------------------------                  (Principal Executive Officer)              September 18, 1997
  John C. Wooley                                                                                           
  
    /s/ JEFFREY J. WOOLEY                     Senior Vice President, Secretary,
  --------------------------                  General Counsel, Director                  September 18, 1997
  Jeffrey J. Wooley                                                                                        
  
    /s/ MONICA GILL                           Chief Financial Officer (Principal
  --------------------------                  Financial Officer)                         September 18, 1997
  Monica Gill                                                                                              
  </TABLE>
  
  
  
  
  
                                         7
  <PAGE>   8
  
  <TABLE>
  <S>                                         <C>                                        <C>
  
  
    /s/ JOHN L. HILL, JR.                     Director                                   September 18, 1997
  -------------------------- 
  John L. Hill, Jr.
  
  
    /s/ AZIE TAYLOR MORTON                    Director                                   September 18, 1997
  --------------------------                                                                               
  Azie Taylor Morton
  
  
    /s/ JOHN M. ROSILLO                       Director                                   September 18, 1997
  --------------------------                                                                               
  John M. Rosillo
  
  
    /s/ RAYMOND A. RODRIGUEZ                  Director                                   September 18, 1997
  --------------------------                                                                               
  Raymond A. Rodriguez
  
  
    /s/ FLOOR MOUTHAAN                        Director                                   September 18, 1997
  --------------------------                                                                               
  Floor Mouthaan
  </TABLE>
  
  
  
  
  
  
                                         8
  <PAGE>   9
                                          INDEX TO EXHIBITS
  <TABLE>
  <CAPTION>
                                                                                                     
  Exhibit                                                                                            
  Number     Description of Exhibit                                                                  
  ------     ----------------------                                                                  
   <S>       <C>                                                                                        
  *4.1  --   Articles of Incorporation of the Registrant, as amended.                                   
  *4.2  --   Bylaws of the Registrant, as amended.                                                      
   4.3  --   Schlotzsky's, Inc. 1993 Third Amended and Restated Stock Option Plan of the                
             Registrant and form of Incentive Stock Option Agreement.
   4.5  --   Form of Non-Qualified Option Agreement under the Registrant's 1993 Third Amended and       
             Restated Stock Option Plan.
   5.1  --   Opinion of Hughes & Luce, LLP regarding legality of securities being registered.           
   23.1 --   Consent of Hughes & Luce, LLP (included in the firm's opinion filed as Exhibit 5.1).       
   23.2 --   Consent of Independent Accountants.                                                         
   24.1 --   Power of Attorney (see signature page of this Registration Statement).                     
  </TABLE>
  * Filed Previously
  
  
  
  
                                         9
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20303}]
metadata_filer: {"company-data": {"conformed-name": "SCHLOTZSKYS INC", "cik": "0001002178", "assigned-sic": "5812", "irs-number": "742654208", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37785", "film-number": "97694694"}, "business-address": {"street1": "200 WEST FOURTH ST", "city": "AUSTIN", "state": "TX", "zip": "78701", "phone": "5124697500"}}
text: 1
   As filed with the Securities and Exchange Commission on October 10, 1997.
  
                                                    Registration No. 333-_________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               450 FIFTH STREET N.W.
                               WASHINGTON, D.C. 20549
  
                              -----------------------
   
                                     FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              -----------------------
  
                                 SCHLOTZSKY'S, INC.
               (Exact name of registrant as specified in its charter)
  
                  TEXAS                                    74-2654208
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)
  
         200 WEST FOURTH STREET                               78701
              AUSTIN, TEXAS                                 (Zip Code)
  (Address of Principal Executive Offices)
  
                                 SCHLOTZSKY'S, INC.
                               1993 STOCK OPTION PLAN
                              (Full title of the plan)
  
                  MONICA GILL                                 COPY TO:
            CHIEF FINANCIAL OFFICER                  PHILLIP M. SLINKARD, ESQ.
            200 WEST FOURTH STREET                     HUGHES & LUCE, L.L.P.
              AUSTIN, TEXAS 78701                       111 CONGRESS AVENUE
                (512) 469-7500                               SUITE 900
     (Name, address and telephone number,               AUSTIN, TEXAS 78701
  including area code, of agent for service)               (512) 482-6836
  
                              -----------------------
  
                          CALCULATION OF REGISTRATION FEE
  ==============================================================================================================
                                                          PROPOSED              PROPOSED
                                        AMOUNT            MAXIMUM                MAXIMUM            AMOUNT OF
    TITLE OF CLASS OF SECURITIES         TO BE         OFFERING PRICE           AGGREGATE          REGISTRATION
          TO BE REGISTERED           REGISTERED(1)    PER SHARE(2)(3)     OFFERING PRICE (2)(3)       FEE(3)
  --------------------------------------------------------------------------------------------------------------
  Shares of Common Stock, no
   par value per share . . . . .        150,000            $19.69              $2,953,500             $895.00
  ==============================================================================================================
  (1)     Pursuant to Rule 416 of the Securities Act of 1933 (the
  "Securities Act"), this Registration Statement is deemed to include additional
  shares of Common Stock issuable under the terms of the 1993 Stock Option Plan
  to prevent dilution resulting from any future stock split, stock dividend or
  similar transaction.
           (2)     Estimated solely for the purpose of calculating the
  registration fee.
           (3)     Calculated pursuant to Rule 457(c) and (h) of the Securities
  Act.  Accordingly, the price per share of the Common Stock offered hereunder
  pursuant to the 1993 Stock Option Plan is based on the average bid and asked
  price of the Common Stock on NASDAQ on October 7, 1997.
  
                                        1
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  EXPLANATORY NOTE
  
           The information required by Items 1 and 2 of Part I of Form S-8 to be
  contained in the Section 10(a) prospectus is omitted from this Registration
  Statement on Form S-8 in accordance with Rule 428 of the Securities Act of
  1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8.
  
                                        2
  3
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The registrant hereby incorporates by reference in this Registration
  Statement the following documents previously filed by the registrant with the
  Securities and Exchange Commission (the "Commission"):
  
           (1)     the registrant's Annual Report on Form 10-K for the fiscal
  year ended December 31, 1996;
  
           (2)     the registrant's Quarterly Report on Form 10-Q for the quarter
  ended June 30, 1997; and
  
           (3)     the descriptions of the Common Stock, no par value per share,
  of the registrant (the "Common Stock") set forth in the registration statement
  filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), and all amendments and reports which have been filed for
  the purpose of updating such descriptions.
  
           All documents filed by the registrant with the Commission pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
  of this Registration Statement, shall be deemed to be incorporated herein by
  reference and to be a part hereof from the date of the filing of such documents
  until such time as there shall have been filed a post-effective amendment that
  indicates that all securities offered hereby have been sold or that deregisters
  all securities remaining unsold at the time of such amendment.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           The information required by this item is not applicable to this
  Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The information required by this item is not applicable to this
  Registration Statement.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           The Registrant has authority under Articles 2.02 (A) (16) and 2.02-1
  of the Texas Business Corporation Act (the "TBCA") to indemnify its directors
  and officers to the extent provided for in such statute.  The Registrant's
  Articles of Incorporation and Bylaws allow indemnification of directors and
  officers to the extent permitted by said provisions of the TBCA.
  
           The TBCA provides in part that a corporation may indemnify a director
  or officer or other person who was, is, or is threatened to be made a named
  defendant or respondent in a proceeding because the person is or was a
  director, officer, employee or agent of the corporation, if it is determined
  that (i) such person conducted himself in good faith; (ii) reasonably believed,
  in the case of conduct in his official
  
                                         3
  4
  capacity as a director or officer of the corporation, that his conduct was in
  the corporation's best interests, and, in all other cases, that his conduct was
  at least not opposed to the corporation's best interest; and (iii) in the case
  of any criminal proceeding, had no reasonable cause to believe that his conduct
  was unlawful.
  
           A corporation may indemnify a person under the TBCA against judgments,
  penalties (including excise and similar taxes), fines, settlements, and
  reasonable expenses actually incurred by the person in connection with the
  proceeding.  If the person is found liable to the corporation or is found
  liable on the basis that personal benefit was improperly received by the
  person, the indemnification is limited to reasonable expenses actually incurred
  by the person in connection with the proceeding, and shall not be made in
  respect of any proceeding in which the person shall have been found liable for
  willful or intentional misconduct in the performance of his duty to the
  corporation.
  
           A corporation may also pay or reimburse expenses incurred by a person
  in connection with his appearance as a witness or other participation in a
  proceeding at a time when he is not a named defendant or respondent in the
  proceeding.
  
           Reference is also made to the Articles of Incorporation, which limit
  or eliminate a director's liability for monetary damages to the Registrant or
  its shareholders for acts or omissions in the director's capacity as a
  director, except that the articles of incorporation do not eliminate the
  liability of a director for (i) a breach of the director's duty of loyalty to
  the Registrant or its shareholders, (ii) an act or omission not in good faith
  that constitutes a breach of duty of the director to the Registrant of an act
  or omission that involves intentional misconduct or a knowing violation of the
  law, (iii) a transaction from a director received an improper benefit, whether
  or not the benefit resulted from an action taken within the scope of the
  director's office, or (iv) an act or omission for which the liability of a
  director is expressly provided for by an applicable statute.  The Registrant's
  Bylaws further provide that the Registrant may indemnify its officers and
  directors to the fullest extent permitted by law.
  
           Pursuant to a policy of directors' and officers' liability and
  corporation reimbursement insurance, with total annual limits of $3,000,000 the
  registrant's officers and directors are insured, subject to the limits,
  retention, exceptions and other terms and conditions of such policy, against
  liability for any actual or alleged breach of duty, neglect, error,
  misstatement, misleading statement, omission or other act done or wrongfully
  attempted while acting in their capacities as directors or officers of the
  registrant.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           The information required by this item is not applicable to this
  Registration Statement.
  
                                         4
  5
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as a part of this Registration
  Statement.
  Exhibit
           Number           Description of Exhibit
           -------          ----------------------
  *    4.1     --       Articles of Incorporation of the Registrant, as amended
      *    4.2     --       Bylaws of the Registrant, as amended
           4.3     --       Schlotzsky's, Inc. 1993 Third Amended and Restated Stock Option Plan of the          
                            Registrant and form of Incentive Stock Option Agreement
           4.5     --       Form of Non-Qualified Option Agreement under the Registrant's
                            1993 Third Amended and Restated Stock Option Plan.
           5.1     --       Opinion of Hughes & Luce, LLP regarding legality of securities being
                            registered.
           23.1    --       Consent of Hughes & Luce, LLP (included in the firm's opinion filed as
                            Exhibit 5.1).
           23.2    --       Consent of Independent Accountants.
           24.1    --       Power of Attorney (see signature page of this Registration Statement).
  -------------   
  *  Filed as an Exhibit to the registrant's Form S-1
  
  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 to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in the Registration Statement;
  
           (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; and
  
           (3)     to remove from registration by means of a post-effective
  amendment any of the securities being registered that 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.
  
                                         5
  6
  C.       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 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 of 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.
  
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                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, the registrant
  certifies that it has reasonable grounds to believe that it meets all 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 Austin, Texas, on September 18, 1997:
  
                                              SCHLOTZSKY'S, INC.
  
                                              By:  /s/ JOHN C. WOOLEY   
                                                 ------------------------------
                                                   John C. Wooley
                                                   Chairman of the Board
                                                   and President
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below constitutes and appoints John C. Wooley and Monica Gill, each of
  them, his or her true and lawful attorneys-in-fact and agents with full power
  of substitution and resubstitution, for him or her and in his or her name,
  place and stead, in any and all capacities, to sign any and all amendments to
  this Registration Statement, and to file the same with all exhibits, thereto,
  and all documents in connection therewith, with the Commission, granting unto
  said attorneys-in-fact and agents, and each of them, full power and authority
  to do and perform each and every act and thing requisite and necessary to be
  done in and about the premises, as fully to all intents and purposes as he or
  she might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents or either of them, or their or his or her
  substitute or substitutes, may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated:
  SIGNATURE                                 CAPACITY                            DATE
                  ---------                                 --------                            ----
  /s/ JOHN C. WOOLEY                        Chairman of the Board and President
  --------------------------                  (Principal Executive Officer)              September 18, 1997
  John C. Wooley                                                                                           
  
    /s/ JEFFREY J. WOOLEY                     Senior Vice President, Secretary,
  --------------------------                  General Counsel, Director                  September 18, 1997
  Jeffrey J. Wooley                                                                                        
  
    /s/ MONICA GILL                           Chief Financial Officer (Principal
  --------------------------                  Financial Officer)                         September 18, 1997
  Monica Gill
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  /s/ JOHN L. HILL, JR.                     Director                                   September 18, 1997
  -------------------------- 
  John L. Hill, Jr.
  
    /s/ AZIE TAYLOR MORTON                    Director                                   September 18, 1997
  --------------------------                                                                               
  Azie Taylor Morton
  
    /s/ JOHN M. ROSILLO                       Director                                   September 18, 1997
  --------------------------                                                                               
  John M. Rosillo
  
    /s/ RAYMOND A. RODRIGUEZ                  Director                                   September 18, 1997
  --------------------------                                                                               
  Raymond A. Rodriguez
  
    /s/ FLOOR MOUTHAAN                        Director                                   September 18, 1997
  --------------------------                                                                               
  Floor Mouthaan
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                                          INDEX TO EXHIBITS
  Exhibit                                                                                            
  Number     Description of Exhibit                                                                  
  ------     ----------------------
  *4.1  --   Articles of Incorporation of the Registrant, as amended.                                   
  *4.2  --   Bylaws of the Registrant, as amended.                                                      
   4.3  --   Schlotzsky's, Inc. 1993 Third Amended and Restated Stock Option Plan of the                
             Registrant and form of Incentive Stock Option Agreement.
   4.5  --   Form of Non-Qualified Option Agreement under the Registrant's 1993 Third Amended and       
             Restated Stock Option Plan.
   5.1  --   Opinion of Hughes & Luce, LLP regarding legality of securities being registered.           
   23.1 --   Consent of Hughes & Luce, LLP (included in the firm's opinion filed as Exhibit 5.1).       
   23.2 --   Consent of Independent Accountants.                                                         
   24.1 --   Power of Attorney (see signature page of this Registration Statement).
  * Filed Previously
  
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