<html>
<head><title>10-q</title></head>
<body>
<HR SIZE=5>
<H1 ALIGN=CENTER><FONT SIZE=4>SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549</FONT></H1>

<HR ALIGN=CENTER WIDTH=25% SIZE=3 NOSHADE>



<H1 ALIGN=CENTER><FONT SIZE=4>
                                                               FORM S-8<BR>
                                                        REGISTRATION STATEMENT<BR>
                                                                 UNDER<BR>
                                                      THE SECURITIES ACT OF 1933
</font></h1>
<HR ALIGN=CENTER WIDTH=25% SIZE=3 NOSHADE>

 <H1 ALIGN=CENTER><FONT SIZE=6>RARE Hospitality International, Inc.</FONT><BR>
<FONT SIZE=3>(Exact name of registrant as specified in its charter)</FONT></H1>

<PRE>
                  Georgia                                                                       58-1498312
         (State or Other Jurisdiction of                                                     (I.R.S. Employer
         Incorporation or Organization)                                                   Identification Number)
</PRE>

<H1 ALIGN=CENTER><FONT SIZE=4>

8215 Roswell Road, Building 600<BR>
Atlanta, Georgia 30350<BR>
(770) 399-9595<BR><BR>
(Address, including zip code, and telephone number of Principal Executive Offices)<BR><BR>
                                      RARE Hospitality International, Inc. 2002 Stock Option Plan<BR>
                                                      (Full Titles of the Plans)
</font></h1>
<PRE>
                                                                                             Copy to:
                         JOIA M. JOHNSON                                                 LAURA G. THATCHER
                RARE Hospitality International, Inc.                                     Alston &amp; Bird LLP
                  8215 Roswell Road, Building 600                                       One Atlantic Center
                       Atlanta, Georgia 30350                                     1201 West Peachtree Street, NW
                           (770) 399-9595                                           Atlanta, Georgia 30309-3424
(Name, address, including zip code, and telephone number, including                       (404) 881-7546
                  area code, of agent for service)

</PRE>
<H1 ALIGN=CENTER><FONT SIZE=2><B>
                                                    CALCULATION OF REGISTRATION FEE
</b></font></h1>
<HR SIZE=3>
<PRE>
        Title of Securities       Amount to           Maximum                Maximum            Amount of
          to be Registered      be Registered      Offering Price           Aggregate       Registration Fee
                                                     Per Share           Offering Price
</pre>
<HR SIZE=3>
<pre>
           Common Stock,         880,206 (1)         $26.42 (2)          $23,255,042 (2)        $2,139.47
            no par value
</pre>
<HR SIZE=3>
<pre>
           Common Stock,          19,794 (1)         $24.03 (3)          $475,649.82 (3)         $43.76
            no par value
</PRE>
<HR SIZE=3>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Amount to be registered consists of an aggregate of 900,000 shares to be issued
pursuant to the exercise of stock options granted to employees, officers,
directors, consultants and advisors under the RARE Hospitality International,
Inc. 2002 Stock Option Plan, including stock options for 19,794 shares that were
granted under such plan on April 1, 2002.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Determined in accordance with Rule 457(h), the registration fee calculation for
these shares is based on the average of the high and low prices of the
Company&#146;s Common Stock reported on the Nasdaq National Market on July 31,
2002.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Determined in accordance with Rule 457(h), the registration fee calculation for
these shares is based on the weighted average exercise price of the stock
options granted on April 1, 2002.</FONT></TD>
</TR>
</TABLE>


<HR SIZE=3>

<H1 ALIGN=Left><FONT SIZE=4>
PART I&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INFORMATION REQUIRED IN The Section 10(a) Prospectus
</font></h1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;
The documents constituting Part I of this Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;
Upon written or oral request, the Company will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The documents are incorporated by reference in the Section 10(a)
prospectus. The Company will also provide, without charge, upon written or oral
request, other documents required to be delivered to employees pursuant to Rule
428(b). Requests for the above mentioned information, should be directed to Joia
M. Johnson, Esq. at the address and telephone number on the cover of this
Registration Statement. </FONT></P>

<H1 ALIGN=Left><FONT SIZE=4>
PART II.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;INFORMATION REQUIRED IN REGISTRATION STATEMENT
</font></h1>
<H1 ALIGN=Left><FONT SIZE=3>
Item 3.       Incorporation of Documents by Reference
</font></h1>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
following documents have been filed by RARE Hospitality International, Inc. (the
&#147;Company&#148;) with the Securities and Exchange Commission (the
&#147;Commission&#148;) pursuant to the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), and are deemed to be a part hereof from
the date of the filing of such documents: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (1)&nbsp;&nbsp;&nbsp;&nbsp;The Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2001;
</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (2)&nbsp;&nbsp;&nbsp;&nbsp;The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002;
</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 30, 2001; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;&nbsp;&nbsp;&nbsp;
The description of Common Stock contained in the Company&#146;s Registration
Statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;&nbsp;&nbsp;&nbsp;
The description of our rights to purchase Series A junior participating
preferred stock contained in our registration statement filed under Section 12
of the Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such description; and </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(6)&nbsp;&nbsp;&nbsp;&nbsp;
All other documents subsequently filed by the Company pursuant to Section 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 that indicates that all securities
offered have been sold or that deregisters all securities that remain unsold. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
statement contained in a document incorporated or deemed incorporated herein by
reference shall be deemed to be modified or superseded for the purpose of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated
herein by reference 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. </FONT></P>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>
Item 4.&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities.</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.
</font></p>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>
Item 5.&nbsp;&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel.</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.
</font></p>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>
Item 6.&nbsp;&nbsp;&nbsp;&nbsp;Indemnification of Directors and Officers</b>
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
articles of incorporation eliminate the personal liability of our directors to
us or our shareholders for monetary damage for any breach of duty as a director,
provided that we cannot eliminate or limit the liability of a director for: </FONT></P>

<UL>
<LI>a breach of duty involving appropriation of a business opportunity of ours;

<LI>an act or omission which involves intentional misconduct or a knowing violation of law;

<LI>any transaction from which the director receives an improper personal benefit; or

<LI>unlawful corporate distributions.
</ul>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
bylaws require us to indemnify any director or officer who was or is made a
party to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative because such person is or was
one of our directors or officers, against liability incurred by the director or
officer in such proceeding, if the action of the party being indemnified meets
the standard of conduct specified therein. Our bylaws provide that we will not
indemnify any director or officer for any liabilities incurred in a proceeding
in which the director or officer is adjudged liable to us or is subjected to
injunctive relief in our favor for: </FONT></P>

<UL>
<LI>any appropriation, in violation of such director's or officer's duties, of any business opportunity of ours;

<LI>acts or omissions which involve intentional misconduct or a knowing violation of law;

<LI>unlawful corporate distributions; or

<LI>any transaction from which such officer or director received an improper personal benefit.
</ul>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnified
persons would also be entitled to have us advance expenses prior to the final
disposition of the proceeding. If it is ultimately determined that they are not
entitled to indemnification, however, such amounts would be repaid. Insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to our officers and directors pursuant to these provisions, the
Commission has informed us that in its opinion such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
maintain a standard form of officers&#146; and directors&#146; liability
insurance policy which provides coverage to our officers and directors for
liabilities, including liabilities which may arise out of this registration
statement. </FONT></P>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>
Item 7.&nbsp;&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed.</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Not Applicable.
</font></p>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>
Item 8.&nbsp;&nbsp;&nbsp;&nbsp;Exhibits</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         See Exhibit Index, which is incorporated hereby reference.
</font></p>
<p><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>
Item 9.&nbsp;&nbsp;&nbsp;&nbsp;Undertakings</b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Company hereby undertakes:
</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
</font></p>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of this 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 this Registration Statement;</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                           (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 this Registration
         Statement;
</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<i>Provided,
however, </I>that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form 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 Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities being offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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.</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The undersigned Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company&#146;s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this 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. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue. </FONT></P>
<H1 ALIGN=CENTER><FONT SIZE=2>
                                                    (signatures on following page)
</font></h1>

<HR SIZE=3>


<H1 ALIGN=CENTER><FONT SIZE=3>
                                                              SIGNATURES
</font></h1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the
requirements of the Securities Act of 1933, the Company 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 Atlanta,
State of Georgia, on July 31, 2002. </FONT></P>

<PRE>
                                                     RARE Hospitality International, Inc.

                                                     By: /s/ Philip J. Hickey
                                                          Philip J. Hickey
                                                          Chairman of the Board

</PRE>
<H1 ALIGN=CENTER><FONT SIZE=3>
                                                           POWER OF ATTORNEY
</font></h1>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Philip J. Hickey, Jr., Joia M. Johnson and W. Douglas
Benn, and each of them (with full power in each to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of the, or their or
his substitutes, may lawfully do or cause to be done by virtue hereof. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities indicated.
</font></p>

<PRE>
Signature                                       Title                                       Date

/s/ Philip J. Hickey                            Chairman of the Board and Chief Executive   July 31, 2002
Philip J. Hickey, Jr.                           Officer
                                                (Principal Executive Officer)

/s/ W. Douglas Benn                             Executive Vice President, Finance and       August 5, 2002
W. Douglas Benn                                 Chief Financial Officer (Principal
                                                Financial and Accounting Officer)

_________________________                       President and Director
Eugene I. Lee, Jr.


                                                Director                                    July 31, 2002
/s/ George W. McKerrow, Sr.
George W. McKerrow, Sr.


                                                Director
-------------------------
Don L. Chapman

                                                Director                                    July 31, 2002
/s/ Lewis H. Jordan
Lewis H. Jordan

                                                Director
-------------------------
Dick R. Holbrook


                                                Director                                    July 31, 2002
/s/ Carolyn H. Byrd
Carolyn H. Byrd

                                                Director                                    July 31, 2002
/s/ Ronald W. San Martin
Ronald W. San Martin

</PRE>

<hr size=3>




<H1 ALIGN=CENTER><FONT SIZE=3>
                                                             EXHIBIT INDEX<BR>
                                                                  TO<BR>
                                                  REGISTRATION STATEMENT ON FORM S-8
</font></h1>
<PRE>
Exhibit Number                        Description

4.1                                   Articles of Incorporation of the Company, as amended (incorporated herein by
                                      reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
                                      quarterly period ended March 31, 2002)

4.2                                   Bylaws of the Company, as amended (incorporated herein by reference to Exhibit
                                      3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period
                                      ended March 31, 2002)

5.1                                   Opinion of Alston &amp; Bird LLP regarding the legality of the securities being
                                      registered

23.1                                  Consent of Alston &amp; Bird LLP (included in Exhibit 5.1)

23.2                                  Consent of KPMG LLP

24.1                                  Power of Attorney (included on signature page)

99.1                                  RARE Hospitality International, Inc. 2002 Stock Option Plan

</PRE>
</body>
</html>
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10-q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RARE Hospitality International, Inc.
(Exact name of registrant as specified in its charter)
Georgia                                                                       58-1498312
         (State or Other Jurisdiction of                                                     (I.R.S. Employer
         Incorporation or Organization)                                                   Identification Number)
8215 Roswell Road, Building 600
Atlanta, Georgia 30350
(770) 399-9595
(Address, including zip code, and telephone number of Principal Executive Offices)
RARE Hospitality International, Inc. 2002 Stock Option Plan
(Full Titles of the Plans)
Copy to:
                         JOIA M. JOHNSON                                                 LAURA G. THATCHER
                RARE Hospitality International, Inc.                                     Alston & Bird LLP
                  8215 Roswell Road, Building 600                                       One Atlantic Center
                       Atlanta, Georgia 30350                                     1201 West Peachtree Street, NW
                           (770) 399-9595                                           Atlanta, Georgia 30309-3424
(Name, address, including zip code, and telephone number, including                       (404) 881-7546
                  area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities       Amount to           Maximum                Maximum            Amount of
          to be Registered      be Registered      Offering Price           Aggregate       Registration Fee
                                                     Per Share           Offering Price
Common Stock,         880,206 (1)         $26.42 (2)          $23,255,042 (2)        $2,139.47
            no par value
Common Stock,          19,794 (1)         $24.03 (3)          $475,649.82 (3)         $43.76
            no par value
(1)
Amount to be registered consists of an aggregate of 900,000 shares to be issued
pursuant to the exercise of stock options granted to employees, officers,
directors, consultants and advisors under the RARE Hospitality International,
Inc. 2002 Stock Option Plan, including stock options for 19,794 shares that were
granted under such plan on April 1, 2002.
(2)
Determined in accordance with Rule 457(h), the registration fee calculation for
these shares is based on the average of the high and low prices of the
Company's Common Stock reported on the Nasdaq National Market on July 31,
2002.
(3)
Determined in accordance with Rule 457(h), the registration fee calculation for
these shares is based on the weighted average exercise price of the stock
options granted on April 1, 2002.
PART I     INFORMATION REQUIRED IN The Section 10(a) Prospectus
(a)    
The documents constituting Part I of this Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.
(b)    
Upon written or oral request, the Company will provide, without charge, the
documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The documents are incorporated by reference in the Section 10(a)
prospectus. The Company will also provide, without charge, upon written or oral
request, other documents required to be delivered to employees pursuant to Rule
428(b). Requests for the above mentioned information, should be directed to Joia
M. Johnson, Esq. at the address and telephone number on the cover of this
Registration Statement.
PART II.     INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3.       Incorporation of Documents by Reference
The
following documents have been filed by RARE Hospitality International, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and are deemed to be a part hereof from
the date of the filing of such documents:
(1)    The Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2001;
(2)    The Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2002;
(3)    
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 30, 2001;
(4)    
The description of Common Stock contained in the Company's Registration
Statement filed under Section 12 of the Exchange Act, including all amendments
or reports filed for the purpose of updating such description;
(5)    
The description of our rights to purchase Series A junior participating
preferred stock contained in our registration statement filed under Section 12
of the Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such description; and
(6)    
All other documents subsequently filed by the Company pursuant to Section 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 that indicates that all securities
offered have been sold or that deregisters all securities that remain unsold.
Any
statement contained in a document incorporated or deemed incorporated herein by
reference shall be deemed to be modified or superseded for the purpose of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated
herein by reference 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
Our
articles of incorporation eliminate the personal liability of our directors to
us or our shareholders for monetary damage for any breach of duty as a director,
provided that we cannot eliminate or limit the liability of a director for:
a breach of duty involving appropriation of a business opportunity of ours;
an act or omission which involves intentional misconduct or a knowing violation of law;
any transaction from which the director receives an improper personal benefit; or
unlawful corporate distributions.
Our
bylaws require us to indemnify any director or officer who was or is made a
party to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative because such person is or was
one of our directors or officers, against liability incurred by the director or
officer in such proceeding, if the action of the party being indemnified meets
the standard of conduct specified therein. Our bylaws provide that we will not
indemnify any director or officer for any liabilities incurred in a proceeding
in which the director or officer is adjudged liable to us or is subjected to
injunctive relief in our favor for:
any appropriation, in violation of such director's or officer's duties, of any business opportunity of ours;
acts or omissions which involve intentional misconduct or a knowing violation of law;
unlawful corporate distributions; or
any transaction from which such officer or director received an improper personal benefit.
Indemnified
persons would also be entitled to have us advance expenses prior to the final
disposition of the proceeding. If it is ultimately determined that they are not
entitled to indemnification, however, such amounts would be repaid. Insofar as
indemnification for liability arising under the Securities Act of 1933 may be
permitted to our officers and directors pursuant to these provisions, the
Commission has informed us that in its opinion such indemnification is against
public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable.
We
maintain a standard form of officers' and directors' liability
insurance policy which provides coverage to our officers and directors for
liabilities, including liabilities which may arise out of this registration
statement.
Item 7.    Exemption from Registration Claimed.
Not Applicable.
Item 8.    Exhibits
See Exhibit Index, which is incorporated hereby reference.
Item 9.    Undertakings
(a)    The undersigned Company 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;
(ii)
To reflect in the prospectus any facts or events arising after the effective
date of this 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 this 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 this Registration
         Statement;
Provided,
however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
Registration Statement is on Form S-3, Form 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 Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities being 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in this 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 of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
(signatures on following page)
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the Company 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 Atlanta,
State of Georgia, on July 31, 2002.
RARE Hospitality International, Inc.

                                                     By: /s/ Philip J. Hickey
                                                          Philip J. Hickey
                                                          Chairman of the Board
POWER OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Philip J. Hickey, Jr., Joia M. Johnson and W. Douglas
Benn, and each of them (with full power in each to act alone), his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of the, or their or
his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following
persons in the capacities indicated.
Signature                                       Title                                       Date

/s/ Philip J. Hickey                            Chairman of the Board and Chief Executive   July 31, 2002
Philip J. Hickey, Jr.                           Officer
                                                (Principal Executive Officer)

/s/ W. Douglas Benn                             Executive Vice President, Finance and       August 5, 2002
W. Douglas Benn                                 Chief Financial Officer (Principal
                                                Financial and Accounting Officer)

_________________________                       President and Director
Eugene I. Lee, Jr.

                                                Director                                    July 31, 2002
/s/ George W. McKerrow, Sr.
George W. McKerrow, Sr.

                                                Director
-------------------------
Don L. Chapman

                                                Director                                    July 31, 2002
/s/ Lewis H. Jordan
Lewis H. Jordan

                                                Director
-------------------------
Dick R. Holbrook

                                                Director                                    July 31, 2002
/s/ Carolyn H. Byrd
Carolyn H. Byrd

                                                Director                                    July 31, 2002
/s/ Ronald W. San Martin
Ronald W. San Martin
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number                        Description

4.1                                   Articles of Incorporation of the Company, as amended (incorporated herein by
                                      reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
                                      quarterly period ended March 31, 2002)

4.2                                   Bylaws of the Company, as amended (incorporated herein by reference to Exhibit
                                      3.2 to the Company's Quarterly Report on Form 10-Q for the quarterly period
                                      ended March 31, 2002)

5.1                                   Opinion of Alston & Bird LLP regarding the legality of the securities being
                                      registered

23.1                                  Consent of Alston & Bird LLP (included in Exhibit 5.1)

23.2                                  Consent of KPMG LLP

24.1                                  Power of Attorney (included on signature page)

99.1                                  RARE Hospitality International, Inc. 2002 Stock Option Plan