<PAGE>   1
      As filed with the Securities and Exchange Commission on July 31, 1997
                                                 REGISTRATION STATEMENT NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------


                         UNIQUE CASUAL RESTAURANTS, INC.
             (Exact name of Registrant as Specified in Its Charter)


        DELAWARE                                       04-3370491
(State of Incorporation)                 (I.R.S. Employer Identification Number)


                               ONE CORPORATE PLACE
                                55 FERNCROFT ROAD
                             DANVERS, MA 01923-4001
                                 (508) 774-9115
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

      UNIQUE CASUAL RESTAURANTS, INC. 1997 STOCK OPTION AND INCENTIVE PLAN

                            (Full Title of the Plan)
                        ---------------------------------


                              WILLIAM H. BAUMHAUER
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         UNIQUE CASUAL RESTAURANTS, INC.
                               ONE CORPORATE PLACE
                                55 FERNCROFT ROAD
                        DANVERS, MASSACHUSETTS 01923-4001
                                 (508) 774-9115
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------


                                 With copies to:
                        CHARLES W. REDEPENNING, JR., ESQ.
                         UNIQUE CASUAL RESTAURANTS, INC.
                               ONE CORPORATE PLACE
                                55 FERNCROFT ROAD
                        DANVERS, MASSACHUSETTS 01903-4001
                                 (508) 774-9115

                             ----------------------



                                 CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================================
    Title of Securities                    Amount to be            Proposed Maximum        Proposed Maximum               Amount of
     Being Registered                     Registered (1)            Offering Price             Aggregate                Registration
                                                                     Per Share (2)         Offering Price (2)                Fee  
------------------------------------------------------------------------------------------------------------------------------------
                                                                
<S>                                      <C>                           <C>                   <C>                          <C>   
Common Stock, par value $.01             1,250,000 shares              $6.84375              $8,554,687.50                $2,593
        per share                                                      
====================================================================================================================================
<FN>
(1)  Plus such additional number of shares as may be required pursuant to the 1997 Stock Option and Incentive Plan in the event of a
     stock dividend, reverse stock split, split-up, recapitalization or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act"), 
     solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of
     the high and low sales prices for the Registrant's common stock, par value $0.01 per share (the "Common Stock"), as reported on
     the Nasdaq National Market on July 24, 1997.
</FN>
====================================================================================================================================
</TABLE>




<PAGE>   2






                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Certain Documents by Reference.
            -----------------------------------------------

     Unique Casual Restaurants, Inc. (the "Registrant") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission (the "Commission"):

     (a) The Registrant's Registration Statement on Form 10, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");

     (b) Not Applicable; and

     (c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 10, filed pursuant to Section 12(g) of the
Exchange Act.

     In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all 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.


Item 4.   Description of Securities.
          -------------------------

     Not Applicable.


Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable.


Item 6.   Indemnification of Directors and Officer.
          ----------------------------------------

     The Registrant is a Delaware corporation. Reference is made to Section
145(a) and Section 145(b) of the Delaware General Corporation Law (the "DGCL"),
which enables a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     A corporation may also indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she was a director, officer, employee or agent of
the


<PAGE>   3

corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him or her connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145 further provides: that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by the board of directors by vote of directors
who were not party to such action, suit or proceeding, or (ii) if such a quorum
is not obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (iii) by the
stockholders.

     The Amended and Restated By-laws of the Registrant provide that directors
and officers of the Registrant shall be, and, in the discretion of the Board of
Directors, non-officer employees may be, indemnified by the Registrant to the
fullest extent authorized by Delaware law, as it now exists or may in the future
be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Registrant, and under certain
circumstances in connection with service for or on behalf of DAKA International,
Inc. ("DAKA"). The Amended and Restated By-laws also provide that the right of
directors and officers to indemnification shall be a contract right and shall
not be exclusive of any other right now possessed or hereafter acquired under
any by-law, agreement, vote of stockholders or otherwise. The Amended and
Restated Certificate of Incorporation contains a provision permitted by Delaware
law that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the DGCL or obtained an improper
personal benefit. This provision does not alter a director's liability under the
federal securities laws. In addition, this provision does not affect the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty.

     In addition, the Registrant has entered into Indemnification Agreements
with its directors and officers (the "Indemnitees"), pursuant to which the
Registrant has agreed to advance expenses and indemnify such Indemnitees against
certain liabilities incurred in connection with their services as executive
officers and/or directors of the Registrant and in connection with their
services as executive officers and/or directors of DAKA prior to the
consummation of Compass Holdings, Inc.'s tender offer (the "Offer") for all of
the shares of common stock, par value $.01 per share, of DAKA (and, with respect
to the non-employee directors, prior to the consummation of the merger (the
"Merger") of Compass Interim, Inc. with and into DAKA). In the event of a
proceeding brought against an Indemnitee by or in the right of the Registrant or
DAKA, such Indemnitee shall not be entitled to indemnification if such
Indemnitee is adjudged to be liable to the Registrant or DAKA, 


                                       2
<PAGE>   4

as the case may be, if applicable law prohibits such indemnification; provided,
however, that, if applicable law so permits, indemnification shall nevertheless
be made by the Registrant in such event if, and only to the extent that, the
Court of Chancery of the State of Delaware, or another court in which such
proceeding shall have been brought or is pending, shall determine.

     Under the terms of each Indemnification Agreement, the Registrant shall
advance all reasonable expenses incurred by or on behalf of such Indemnitee in
connection with any proceeding in which Indemnitee is involved by reason of
Indemnitee's service to the Registrant or by reason of Indemnitee's service to
DAKA prior to the consummation of the Offer (and, with respect to the
Independent Directors, prior to the consummation of the Merger) within ten days
after the receipt by the Registrant of a statement from such Indemnitee
requesting such advance. Such statement shall include, among other things, an
undertaking by or on behalf of such Indemnitee to repay any expenses so advanced
if it shall be ultimately determined that such Indemnitee is not entitled to
indemnification against such expenses.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

     Not Applicable.


Item 8.   Exhibits.
          --------

     The following is a complete list of exhibits filed as part of this
Registration Statement.


Exhibit
-------

  5.1     Opinion of Goodwin, Procter & Hoar  LLP, as to the legality of the 
          securities being registered.
 10.1     Unique Casual Restaurants, Inc. 1997 Stock Option and Incentive Plan.
 23.1     Consent of Deloitte & Touche LLP, Independent Auditors.
 23.2     Consent of Arthur Andersen LLP, Independent Public Accountants.
 23.3     Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1
          hereto).
 24.1     Powers of Attorney.


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;

                    (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 decease 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 and
                         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 

                                       3
<PAGE>   5

                         than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement; and 

                   (iii) 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;
        
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are
incorporated by reference 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.

               (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 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.

          (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 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.


                                       4
<PAGE>   6


                                   SIGNATURES

     Pursuant to the requirements of 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 Town of Danvers, the Commonwealth of Massachusetts, as of the
30th day of July, 1997.


                                       UNIQUE CASUAL RESTAURANTS, INC.

                                       By:                *
                                          --------------------------------------
                                           William H. Baumhauer, Chairman 
                                           of the Board,
                                           President and Chief Executive Officer
                                                

                        

                          



         Signature                        Capacity                 Date
         ---------                        --------                 ----


             *                    Chairman of the Board,      July 30, 1997
-----------------------------     President
William H. Baumhauer              and Chief Executive Officer
                                  (Principal Executive Officer)


             *                    Director                    July 30, 1997
-----------------------------
Allen R. Maxwell


             *                    Director                    July 30, 1997
-----------------------------
Erline Belton


             *                    Director                    July 30, 1997
-----------------------------
E.L. Cox


             *                    Director                    July 30, 1997
-----------------------------
Joseph W. O'Donnell


             *                    Director                    July 30, 1997
-----------------------------
Alan D. Schwartz


             *                    Director                    July 30, 1997
-----------------------------
Dean P. Vlahos


             *                    Senior Vice President,      July 30, 1997
-----------------------------     Treasurer and Chief 
Donald C. Moore                   Financial Officer (Principal 
                                  Financial and Accounting
                                  Officer)
                            


*By:/s/ Charles W. Redepenning, Jr.
    -----------------------------------
    Charles W. Redepenning, Jr.
    Senior Vice President, Secretary
    and General Counsel,
    as attorney-in-fact


                                       5
<PAGE>   7



                                  EXHIBIT INDEX


Exhibit No.                   Description
-----------                   -----------


   5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of the 
             securities being registered.
  10.1       Unique Casual Restaurants, Inc. 1997 Stock Option and Incentive 
             Plan.
  23.1       Consent of Deloitte & Touche LLP, Independent Auditors.
  23.2       Consent of Arthur Andersen LLP, Independent Public Accountants.
  23.3       Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1 
             hereto).
  24.1       Powers of Attorney.



                                       6
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1
      As filed with the Securities and Exchange Commission on July 31, 1997
                                                 REGISTRATION STATEMENT NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                         UNIQUE CASUAL RESTAURANTS, INC.
             (Exact name of Registrant as Specified in Its Charter)

        DELAWARE                                       04-3370491
(State of Incorporation)                 (I.R.S. Employer Identification Number)

                               ONE CORPORATE PLACE
                                55 FERNCROFT ROAD
                             DANVERS, MA 01923-4001
                                 (508) 774-9115
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

      UNIQUE CASUAL RESTAURANTS, INC. 1997 STOCK OPTION AND INCENTIVE PLAN

                            (Full Title of the Plan)
                        ---------------------------------

                              WILLIAM H. BAUMHAUER
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         UNIQUE CASUAL RESTAURANTS, INC.
                               ONE CORPORATE PLACE
                                55 FERNCROFT ROAD
                        DANVERS, MASSACHUSETTS 01923-4001
                                 (508) 774-9115
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             ----------------------

                                 With copies to:
                        CHARLES W. REDEPENNING, JR., ESQ.
                         UNIQUE CASUAL RESTAURANTS, INC.
                               ONE CORPORATE PLACE
                                55 FERNCROFT ROAD
                        DANVERS, MASSACHUSETTS 01903-4001
                                 (508) 774-9115

                             ----------------------

                                 CALCULATION OF REGISTRATION FEE
====================================================================================================================================
    Title of Securities                    Amount to be            Proposed Maximum        Proposed Maximum               Amount of
     Being Registered                     Registered (1)            Offering Price             Aggregate                Registration
                                                                     Per Share (2)         Offering Price (2)                Fee  
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01             1,250,000 shares              $6.84375              $8,554,687.50                $2,593
        per share                                                      
====================================================================================================================================
(1)  Plus such additional number of shares as may be required pursuant to the 1997 Stock Option and Incentive Plan in the event of a
     stock dividend, reverse stock split, split-up, recapitalization or other similar event.

(2)  This estimate is made pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended (the "Securities Act"), 
     solely for the purposes of determining the amount of the registration fee. The registration fee is based upon the average of
     the high and low sales prices for the Registrant's common stock, par value $0.01 per share (the "Common Stock"), as reported on
     the Nasdaq National Market on July 24, 1997.
====================================================================================================================================
2

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference.
            -----------------------------------------------

     Unique Casual Restaurants, Inc. (the "Registrant") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission (the "Commission"):

     (a) The Registrant's Registration Statement on Form 10, filed pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act");

     (b) Not Applicable; and

     (c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 10, filed pursuant to Section 12(g) of the
Exchange Act.

     In addition, all documents subsequently filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all 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.

Item 4.   Description of Securities.
          -------------------------

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not Applicable.

Item 6.   Indemnification of Directors and Officer.
          ----------------------------------------

     The Registrant is a Delaware corporation. Reference is made to Section
145(a) and Section 145(b) of the Delaware General Corporation Law (the "DGCL"),
which enables a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorney's fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

     A corporation may also indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he or she was a director, officer, employee or agent of
the
3

corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him or her connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     Section 145 further provides: that a Delaware corporation is required to
indemnify a director, officer, employee or agent against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; and that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of such
person's heirs, executors and administrators. A Delaware corporation may provide
indemnification only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct. Such
determination is to be made (i) by the board of directors by vote of directors
who were not party to such action, suit or proceeding, or (ii) if such a quorum
is not obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or (iii) by the
stockholders.

     The Amended and Restated By-laws of the Registrant provide that directors
and officers of the Registrant shall be, and, in the discretion of the Board of
Directors, non-officer employees may be, indemnified by the Registrant to the
fullest extent authorized by Delaware law, as it now exists or may in the future
be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Registrant, and under certain
circumstances in connection with service for or on behalf of DAKA International,
Inc. ("DAKA"). The Amended and Restated By-laws also provide that the right of
directors and officers to indemnification shall be a contract right and shall
not be exclusive of any other right now possessed or hereafter acquired under
any by-law, agreement, vote of stockholders or otherwise. The Amended and
Restated Certificate of Incorporation contains a provision permitted by Delaware
law that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his or her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the DGCL or obtained an improper
personal benefit. This provision does not alter a director's liability under the
federal securities laws. In addition, this provision does not affect the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty.

     In addition, the Registrant has entered into Indemnification Agreements
with its directors and officers (the "Indemnitees"), pursuant to which the
Registrant has agreed to advance expenses and indemnify such Indemnitees against
certain liabilities incurred in connection with their services as executive
officers and/or directors of the Registrant and in connection with their
services as executive officers and/or directors of DAKA prior to the
consummation of Compass Holdings, Inc.'s tender offer (the "Offer") for all of
the shares of common stock, par value $.01 per share, of DAKA (and, with respect
to the non-employee directors, prior to the consummation of the merger (the
"Merger") of Compass Interim, Inc. with and into DAKA). In the event of a
proceeding brought against an Indemnitee by or in the right of the Registrant or
DAKA, such Indemnitee shall not be entitled to indemnification if such
Indemnitee is adjudged to be liable to the Registrant or DAKA, 

                                       2
4

as the case may be, if applicable law prohibits such indemnification; provided,
however, that, if applicable law so permits, indemnification shall nevertheless
be made by the Registrant in such event if, and only to the extent that, the
Court of Chancery of the State of Delaware, or another court in which such
proceeding shall have been brought or is pending, shall determine.

     Under the terms of each Indemnification Agreement, the Registrant shall
advance all reasonable expenses incurred by or on behalf of such Indemnitee in
connection with any proceeding in which Indemnitee is involved by reason of
Indemnitee's service to the Registrant or by reason of Indemnitee's service to
DAKA prior to the consummation of the Offer (and, with respect to the
Independent Directors, prior to the consummation of the Merger) within ten days
after the receipt by the Registrant of a statement from such Indemnitee
requesting such advance. Such statement shall include, among other things, an
undertaking by or on behalf of such Indemnitee to repay any expenses so advanced
if it shall be ultimately determined that such Indemnitee is not entitled to
indemnification against such expenses.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

     Not Applicable.

Item 8.   Exhibits.
          --------

     The following is a complete list of exhibits filed as part of this
Registration Statement.

Exhibit
-------

  5.1     Opinion of Goodwin, Procter & Hoar  LLP, as to the legality of the 
          securities being registered.
 10.1     Unique Casual Restaurants, Inc. 1997 Stock Option and Incentive Plan.
 23.1     Consent of Deloitte & Touche LLP, Independent Auditors.
 23.2     Consent of Arthur Andersen LLP, Independent Public Accountants.
 23.3     Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1
          hereto).
 24.1     Powers of Attorney.

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;

                    (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 decease 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 and
                         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 

                                       3
5

                         than 20 percent change in the maximum aggregate
                         offering price set forth in the "Calculation of
                         Registration Fee" table in the effective registration
                         statement; and 

                   (iii) 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;
        
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the undersigned
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are
incorporated by reference 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.

               (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 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.

          (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 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.

                                       4
6

                                   SIGNATURES

     Pursuant to the requirements of 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 Town of Danvers, the Commonwealth of Massachusetts, as of the
30th day of July, 1997.

                                       UNIQUE CASUAL RESTAURANTS, INC.

                                       By:                *
                                          --------------------------------------
                                           William H. Baumhauer, Chairman 
                                           of the Board,
                                           President and Chief Executive Officer
                                                

                        

                          

         Signature                        Capacity                 Date
         ---------                        --------                 ----

             *                    Chairman of the Board,      July 30, 1997
-----------------------------     President
William H. Baumhauer              and Chief Executive Officer
                                  (Principal Executive Officer)

             *                    Director                    July 30, 1997
-----------------------------
Allen R. Maxwell

             *                    Director                    July 30, 1997
-----------------------------
Erline Belton

             *                    Director                    July 30, 1997
-----------------------------
E.L. Cox

             *                    Director                    July 30, 1997
-----------------------------
Joseph W. O'Donnell

             *                    Director                    July 30, 1997
-----------------------------
Alan D. Schwartz

             *                    Director                    July 30, 1997
-----------------------------
Dean P. Vlahos

             *                    Senior Vice President,      July 30, 1997
-----------------------------     Treasurer and Chief 
Donald C. Moore                   Financial Officer (Principal 
                                  Financial and Accounting
                                  Officer)
                            

*By:/s/ Charles W. Redepenning, Jr.
    -----------------------------------
    Charles W. Redepenning, Jr.
    Senior Vice President, Secretary
    and General Counsel,
    as attorney-in-fact

                                       5
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                                  EXHIBIT INDEX

Exhibit No.                   Description
-----------                   -----------

   5.1       Opinion of Goodwin, Procter & Hoar LLP as to the legality of the 
             securities being registered.
  10.1       Unique Casual Restaurants, Inc. 1997 Stock Option and Incentive 
             Plan.
  23.1       Consent of Deloitte & Touche LLP, Independent Auditors.
  23.2       Consent of Arthur Andersen LLP, Independent Public Accountants.
  23.3       Consent of Goodwin, Procter & Hoar  LLP (included in Exhibit 5.1 
             hereto).
  24.1       Powers of Attorney.

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