<HTML>
<HEAD>
   <TITLE></TITLE>
</HEAD>

<BODY>

<P align="right">
<FONT size=2 face="serif">Registration No. __________</FONT></P>
<P align="center">
<B><FONT size=2 face="serif">UNITED STATES </FONT></B><BR>
<B><FONT size=2 face="serif">SECURITIES AND EXCHANGE COMMISSION</FONT></B><BR>
<B><FONT size=2 face="serif">Washington, D.C. 20549 </FONT></B></P>
<P align="center">
<B><FONT face="sans-serif">FORM S-8</FONT></B></P>
<P align="center">
<B><FONT size=2 face="serif">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</FONT></B></P>
<P align="center">
<B><FONT size=2 face="serif">ARK RESTAURANTS CORP. </FONT></B><BR>
<FONT size=2 face="serif">(Exact name of registrant as specified in its charter)</FONT></P>
<TABLE border=0 width=100% cellspacing=1 cellpadding=0>
<TR valign="bottom">
<TD align=center width=61%>
<FONT size=2 face="serif">New York</FONT>&nbsp;
</TD>
<TD align=center width=38%>
<FONT size=2 face="serif">13-3156768</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=center width=61%>
<FONT size=2 face="serif">(State or other jurisdiction of incorporation or organization)</FONT>&nbsp;
</TD>
<TD align=center width=38%>
<FONT size=2 face="serif">(I.R.S. Employer Identification No.)</FONT>&nbsp;
</TD>
</TR>
<TR>
<TD colspan=2>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=center width=61%>
<FONT size=2 face="serif">85 Fifth Avenue</FONT>&nbsp;
</TD>
<TD align=left width=38%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=center width=61%>
<FONT size=2 face="serif">New York, NY</FONT>&nbsp;
</TD>
<TD align=center width=38%>
<FONT size=2 face="serif">10003</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=center width=61%>
<FONT size=2 face="serif">(Address of principal executive offices)</FONT>&nbsp;
</TD>
<TD align=center width=38%>
<FONT size=2 face="serif">(Zip Code)</FONT>&nbsp;
</TD>
</TR>
</TABLE><BR>
<P align="center">
<FONT size=2 face="serif">2004 Stock Option Plan</FONT><BR>
<FONT size=2 face="serif">(Full title of the plan) </FONT></P>
<P align="center">
<FONT size=2 face="serif">Michael P. Buck, Esq., Secretary and General Counsel </FONT><BR>
<FONT size=2 face="serif">Ark Restaurants Corp. </FONT><BR>
<FONT size=2 face="serif">85 Fifth Avenue </FONT><BR>
<FONT size=2 face="serif">New York, NY 10003 </FONT><BR>
<FONT size=2 face="serif">(Name and address of agent for service) </FONT><BR>
<BR>
<FONT size=2 face="serif">(212) 206-8800 </FONT><BR>
<FONT size=2 face="serif">(Telephone number, including area code, of agent for service)</FONT></P>
<P align="center">
<FONT size=2 face="serif">A copy of all communications, including communications sent to the agent for service should be sent to:<br>
Ernest M. Stern, Esq. <br>
</FONT><FONT size=2 face="serif">Daniel J. MacTough, Esq.<br>
Seyfarth Shaw LLP <br>
</FONT>
<FONT size=2 face="serif">815 Connecticut Avenue, N.W., Suite 500 <br>
Washington, D.C. 20006-4004 <br>
(202) 828-5364 <br>
Fax No.: (202) 641-9264 </FONT></P>
<TABLE width=100% border=0 cellpadding=0 cellspacing=1>
<TR valign="bottom">
<TD align=left style="border-bottom:1px solid #000000;">&nbsp;

</TD>
<TD>&nbsp;
</TD>
<TD align=center colspan=5 style="border-bottom:1px solid #000000;">
<B><FONT size=2 face="serif">CALCULATION OF REGISTRATION FEE</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=left style="border-bottom:1px solid #000000;">&nbsp;

</TD>
</TR>
<TR>
<TD>&nbsp;

</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align=center valign="bottom"><B><FONT size=2 face="serif">Proposed maximum</FONT></B>&nbsp; </TD>
    <TD valign="bottom">&nbsp;</TD>
    <TD align=center valign="bottom"><B><FONT size=2 face="serif">Proposed maximum</FONT></B>&nbsp; </TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=center>
<B><FONT size=2 face="serif">Title of securities</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center>
<B><FONT size=2 face="serif">Amount to be</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center>
<B><FONT size=2 face="serif">offering price</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center>
<B><FONT size=2 face="serif">aggregate offering</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center>
<B><FONT size=2 face="serif">Amount of</FONT></B>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=center style="border-bottom:1px solid #000000;">
<B><FONT size=2 face="serif">to be registered</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<B><FONT size=2 face="serif">registered</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<B><FONT size=2 face="serif">per share</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<B><FONT size=2 face="serif">price</FONT></B>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<B><FONT size=2 face="serif">registration fee</FONT></B>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left style="border-bottom:1px solid #000000;">
<FONT size=2 face="serif">Common stock</FONT>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<FONT size=2 face="serif">450,000</FONT>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<FONT size=2 face="serif">&#36; 36.99 (1)</FONT>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<FONT size=2 face="serif">&#36; 16,445,500</FONT>&nbsp;
</TD>
<TD>&nbsp;
</TD>
<TD align=center style="border-bottom:1px solid #000000;">
<FONT size=2 face="serif">&#36; 511</FONT>&nbsp;
</TD>
</TR>
</TABLE>
<BR>
<P align="left">
<FONT size=2 face="serif">(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) on the basis of the last sale price reported for the registrant&#146;s common stock on August 9, 2007. </FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>


<P align="center">
<B><FONT size=2 face="serif">NOTE</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">This Registration Statement filed by Ark Restaurants Corp. (the &#147;Registrant&#148;) includes a form of prospectus to be used by certain persons who may be deemed to be affiliates of the
Registrant in connection with the resale of shares of common stock received by such persons upon the exercise of options granted under the Registrant&#146;s 2004 Stock Option Plan.</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<B><FONT size=2 face="serif">PROSPECTUS</FONT></B></P>
<P align="center">
<B><FONT size=2 face="serif">Ark Restaurants Corp. </FONT></B><BR>
<B><FONT size=2 face="serif">450,000 Shares of Common Stock</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We have prepared this prospectus so certain of our officers and directors may resell shares of our common stock. The selling stockholders acquired or may acquire the shares offered by this
prospectus upon exercise of options granted or to be granted under our 2004 Stock Option Plan. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The maximum number of shares that may be offered or sold under this prospectus is subject to adjustment in the event of stock splits or dividends, recapitalizations and other similar changes
affecting the common stock. Our common stock is quoted on the Nasdaq Global Market under the symbol ARKR. We will receive none of the proceeds from the sale of the common stock offered by this prospectus, but we will receive the exercise price upon
exercise of the options. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We anticipate that the selling stockholders will offer shares of common stock for resale at prevailing prices on the Nasdaq Global Market (or such other market upon which our common stock may
then trade) on the date of sale. On August 9, 2007, the last reported sale price of our common stock on the Nasdaq Global Market was &#36;36.99 per share. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT size=2 face="serif">You should carefully read and consider the section of this prospectus titled &#147;Risk Factors&#148; beginning on page 4 before buying any shares of our common stock. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT size=2 face="serif">Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense. </FONT></B></P>
<P align="center">
<FONT size=2 face="serif">The date of this prospectus is August 14, 2007.</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<TABLE border=0 width=100% cellspacing=1 cellpadding=0>
<TR valign="bottom">
<TD align=center width=99% colspan=3>
<B><FONT size=2 face="serif">Table of Contents</FONT></B>
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Forward-Looking Statements</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">1</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Available Information</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">1</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Documents Incorporated By Reference</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">1</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Company Overview</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">3</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Risk Factors</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">4</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Use of Proceeds</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">9</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Selling Stockholders</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">9</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Plan of Distribution</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">10</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Legal Matters</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">11</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">Experts</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">11</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=77%>
<FONT size=2 face="serif">SEC Position on Indemnification for Securities Act Liabilities</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=20%>
<FONT size=2 face="serif">11</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=center colspan=3>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=center width=99% colspan=3>
<FONT size=2 face="serif">&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;</FONT>
</TD>
</TR>
</TABLE>
<BR>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><FONT size=2 face="serif">We have not authorized any dealer, salesperson or other person to provide any information or make any representations about Ark Restaurants Corp. except the information or representations
contained in this prospectus. You should not rely on any additional information or representations if made. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities:</FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">except the common stock offered by this prospectus;</FONT></LI>
<LI>
<FONT size=2 face="serif">in any jurisdiction in which the offer or solicitation is not authorized;</FONT></LI>
<LI>
<FONT size=2 face="serif">in any jurisdiction where the dealer or other salesperson is not qualified to make the offer or</FONT> <FONT size=2 face="serif">solicitation;</FONT></LI>
<LI>
<FONT size=2 face="serif">to any person to whom it is unlawful to make the offer or solicitation; or</FONT></LI>
<LI>
<FONT size=2 face="serif">to any person who is not a United States resident or who is outside the jurisdiction of the United</FONT> <FONT size=2 face="serif">States.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The delivery of this prospectus or any accompanying sale does not imply that:</FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">there have been no changes in the affairs of Ark Restaurants Corp. after the date of this</FONT> <FONT size=2 face="serif">prospectus; or</FONT></LI>
<LI>
<FONT size=2 face="serif">the information contained in this prospectus is correct after the date of this prospectus.</FONT></LI>
</UL>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="center">
<B><FONT size=2 face="serif">FORWARD-LOOKING STATEMENTS</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Information included or incorporated by reference in this prospectus may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words &#147;may,&#148; &#147;should,&#148; &#147;expect,&#148; &#147;anticipate,&#148; &#147;estimate,&#148; &#147;believe,&#148;
&#147;intend&#148; or &#147;project&#148; or the negative of these words or other variations on these words or comparable terminology. This prospectus contains forward-looking statements, including statements regarding, among other things, (a) our
projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. These statements may be found under &#147;Risk Factors&#148; as
well as in other places in this prospectus. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under &#147;Risk
Factors&#148; and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur. </FONT></P>
<P align="center">
<B><FONT size=2 face="serif">AVAILABLE INFORMATION</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the &#147;SEC&#148;). You may read and copy any reports,
statements or other information that we file with the SEC at the SEC&#146;s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further information about the operation of the Public
Reference Room. Our public filings are also available from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov. We distribute to our stockholders annual reports containing audited financial
statements. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The SEC allows us to &#147;incorporate by reference&#148; information into this prospectus, which means that we can disclose important information to investors by referring them to another
document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this document. This prospectus incorporates by
reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition. </FONT></P>
<P align="center">
<B><FONT size=2 face="serif">DOCUMENTS INCORPORATED BY REFERENCE</FONT></B></P>
<UL>
<LI>
<FONT size=2 face="serif">Annual Report on Form 10-K for the fiscal year ended September 30, 2006.<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Quarterly Reports on Form 10-Q for the quarters ended December 30, 2006 and March 31, 2007;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Current Reports on Form 8-K filed on October 10, 2006, December 4, 2006, December 20, 2006,</FONT> <FONT size=2 face="serif">February 13, 2007, April 12, 2007, May 15, 2007, May 23, 2007 and July 25, 2007;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">The description of the registrant&#146;s common stock contained in its registration statement on Form</FONT> <FONT size=2 face="serif">S-18, Registration Statement No. 33-00964.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">All documents we file after the date of this prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act shall be deemed to be incorporated by reference in this prospectus
and to be a part of this prospectus from the date of filing of such documents. Any statement contained in a previously filed document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement in this prospectus modifies or supersedes such previous statement and any statement contained in this prospectus shall be deemed to be modified or superseded to the extent that a statement in any document
subsequently filed, which is incorporated by reference in this prospectus, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus. </FONT></P>
<P align="center">
<FONT size=2 face="serif">1</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We will provide without charge to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon written or oral request of such person, a copy of any or all
of the information that has been incorporated by reference in this prospectus (excluding exhibits, unless such exhibits are specifically incorporated by reference into the information which this prospectus incorporates). Written requests for copies
of such information should be directed to Ark Restaurants Corp., 85 Fifth Avenue, New York, New York 10003, Attention: Secretary. Telephone requests may be directed to the Secretary at (212) 206-8800. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.</FONT></P>
<P align="center">
<FONT size=2 face="serif">2</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="center">
<B><FONT size=2 face="serif">ARK RESTAURANTS CORP.</FONT></B><BR>
<BR>
<B><FONT size=2 face="serif">COMPANY OVERVIEW </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We are a New York corporation formed in 1983. As of the fiscal year ended September 30, 2006, we owned and/or operated 23 restaurants and bars, 25 fast food concepts, catering operations, and
wholesale and retail bakeries through its subsidiaries. Initially our facilities were located only in New York City. As of the fiscal year ended September 30, 2006, seven of our restaurants are located in New York City, four are located in
Washington, D.C., eight are located in Las Vegas, Nevada, two are located in Atlantic City, New Jersey, and two are located at the Foxwoods Resort Casino in Ledyard, Connecticut. As of the fiscal year ended September 30, 2006, our Las Vegas
operations included: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">three restaurants within the New York-New York Hotel &amp; Casino Resort, and operation of the</FONT> <FONT size=2 face="serif">resort&#146;s room service, banquet facilities, employee dining room and nine food court
operations;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">two restaurants, two bars and three food court facilities at the Venetian Casino Resort; and<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">one restaurant within the Forum Shops at Caesar&#146;s Shopping Center.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In 2004, we established operations in Florida which include five fast food facilities in Tampa, Florida and eight fast food facilities in Hollywood, Florida, each at a Hard Rock Hotel and
Casino operated by the Seminole Indian Tribe at these locations. All pre-opening expenses were borne by outside investors who invested in a limited liability company established to develop, construct, operate and manage these facilities. We are the
managing member of this limited liability company and, through this limited liability company, we lease and manage the operations of each of these facilities in exchange for a monthly management fee equal to five-percent of the gross receipts of
these facilities. Neither we nor any of our subsidiaries contributed any capital to this limited liability company. None of the obligations of this limited liability company are guaranteed by us, and investors in this limited liability company have
no recourse against us or any of our assets. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In December 2005, we established operations in Atlantic City, New Jersey by opening a bar, </FONT><B><FONT size=2 face="serif">Luna Lounge</FONT></B><FONT size=2 face="serif">, and a separate
restaurant, a </FONT><B><FONT size=2 face="serif">Gallagher&#146;s Steakhouse</FONT></B><FONT size=2 face="serif">, in the Resorts Atlantic City Hotel and Casino. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">During the fiscal year ended September 30, 2006, we established operations at the Foxwoods Resort Casino in Ledyard, Connecticut by opening a restaurant, </FONT><B><FONT size=2 face="serif">The
Fifth Street Cafe</FONT></B><FONT size=2 face="serif">, in its newly expanded poker room in March 2006 and a fast-casual restaurant, </FONT><B><FONT size=2 face="serif">Lucky Seven</FONT></B><FONT size=2 face="serif">, in the Bingo Hall in May 2006.
All pre-opening expenses were borne by outside investors who invested in a limited liability company established to develop, construct, operate and manage these facilities. We are the managing member of this limited liability company and, through
this limited liability company, we lease and manage the operations of each of these facilities in exchange for a monthly management fee equal to five-percent of the gross receipts of these facilities. Neither we nor any of our subsidiaries
contributed any capital to this limited liability company. None of the obligations of this limited liability company are guaranteed by us, and investors in this limited liability company have no recourse against us or any of our assets. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In addition to the shift from a Manhattan-based operation to a multi-city operation, the nature of the facilities we operate has shifted from smaller, neighborhood restaurants to larger,
destination restaurants intended to benefit from high patron traffic attributable to the uniqueness of the restaurant&#146;s location. Most of our restaurants which are in operation and which have been opened in recent years are of the latter
description. As of the fiscal year ended September 30, 2006, these include the restaurant operations at the New York-New York Hotel &amp; Casino in Las Vegas, Nevada (1997); the </FONT><B><FONT size=2 face="serif">Stage Deli</FONT></B><FONT size=2 face="serif"> located at the Forum Shops in Las Vegas, Nevada; </FONT><B><FONT size=2 face="serif">Red</FONT></B><FONT size=2 face="serif">, located at the South Street Seaport in New York (1998); </FONT><B><FONT size=2 face="serif">Thunder
Grill</FONT></B><FONT size=2 face="serif"> in Union Station, Washington, D.C. (1999); two restaurants and four food court facilities at the Venetian Casino Resort in Las Vegas, Nevada (2000); the 13 fast food facilities in Tampa, Florida and
Hollywood, Florida, respectively (2004); the </FONT><B><FONT size=2 face="serif">Gallagher&#146;s Steakhouse</FONT></B><FONT size=2 face="serif"> and </FONT><B><FONT size=2 face="serif">Luna Lounge</FONT></B><FONT size=2 face="serif"> in the Resorts
Atlantic City Hotel and Casino in Atlantic City, New Jersey (2005); and </FONT><B><FONT size=2 face="serif">The Fifth Street Cafe</FONT></B><FONT size=2 face="serif"> and the fast-casual restaurant in the Bingo Hall at the Foxwoods Resort Casino in
Ledyard, Connecticut (2006). </FONT></P>
<P align="center">
<FONT size=2 face="serif">3</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Further, in September 2006, we entered into an agreement to lease a to be named Mexican restaurant at the to be developed Planet Hollywood Resort and Casino (formerly known as the Aladdin
Resort and Casino) in Las Vegas, Nevada, and entered into an agreement to purchase the restaurant known as the </FONT><B><FONT size=2 face="serif">Durgin Park Restaurant and the Black Horse Tavern</FONT></B><FONT size=2 face="serif"> in Boston,
Massachusetts. The obligation to pay rent for the to be named Mexican restaurant is not effective until the restaurant opens for business. We anticipate this restaurant to open during the third quarter of our 2007 fiscal year. We began operating the
</FONT><B><FONT size=2 face="serif">Durgin Park Restaurant and the Black Horse Tavern</FONT></B><FONT size=2 face="serif"> in January 2007. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Finally, in December 2006, we expanded our operations at the Foxwoods Resort Casino by opening </FONT><B><FONT size=2 face="serif">The Grill At Two Trees</FONT></B><FONT size=2 face="serif"> in
the Two Trees Inn, a facility owned by the Mashantucket Pequot Tribal Nation and a part of the Foxwoods Resort Casino, in Ledyard, Connecticut. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The names and themes of each of our restaurants are different except for our two </FONT><B><FONT size=2 face="serif">America</FONT></B><FONT size=2 face="serif"> restaurants, two
</FONT><B><FONT size=2 face="serif">Sequoia</FONT></B><FONT size=2 face="serif"> restaurants, two </FONT><B><FONT size=2 face="serif">Gonzalez Y Gonzalez</FONT></B><FONT size=2 face="serif"> restaurants and two </FONT><B><FONT size=2 face="serif">Gallagher&#146;s Steakhouse</FONT></B><FONT size=2 face="serif"> restaurants. The menus in our restaurants are extensive, offering a wide variety of high quality foods at generally moderate prices. Of our restaurants owned or managed as
of September 30, 2006, only the </FONT><B><FONT size=2 face="serif">Lutece</FONT></B><FONT size=2 face="serif"> restaurant may be classified as expensive. The </FONT><B><FONT size=2 face="serif">Lutece</FONT></B><FONT size=2 face="serif"> restaurant
was closed effective December 3, 2006. The atmosphere at many of the restaurants is lively and extremely casual. Most of the restaurants have separate bar areas. A majority of our net sales are derived from dinner as opposed to lunch service. Most
of the restaurants are open seven days a week and most serve lunch as well as dinner. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">While decor differs from restaurant to restaurant, interiors are marked by distinctive architectural and design elements which often incorporate dramatic interior open spaces and extensive
glass exteriors. The wall treatments, lighting and decorations are typically vivid, unusual and, in some cases, highly theatrical. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Our executive offices are located at 85 Fifth Avenue, New York, New York 10003, and our telephone number is (212) 206-8800. Our website is www.arkrestaurants.com. The information on our website
does not constitute part of this prospectus. </FONT></P>
<P align="center">
<B><FONT size=2 face="serif">RISK FACTORS</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The following are the most significant risk factors applicable to us:</FONT></P>
<P align="center">
<B><FONT size=2 face="serif">Risks Related To Our Business</FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Our unfamiliarity with new markets may present risks, which could have a material adverse effect on our future growth and profitability. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Due to higher operating costs caused by temporary inefficiencies typically associated with expanding into new regions and opening new restaurants, such as lack of market awareness and
acceptance and limited availability of experienced staff, continued expansion may result in an increase in our operating costs. New markets may have different competitive conditions, consumer tastes and discretionary spending patterns than our
existing markets, which may cause our restaurants in these new markets to be less successful than our restaurants in our existing markets. We cannot assure you that restaurants in new markets will be successful. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Our ability to open new restaurants efficiently is subject to a number of factors beyond our control, including: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">Selection and availability of suitable restaurant sites;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Negotiation of acceptable lease or purchase terms for such sites;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Negotiation of reasonable construction contracts and adequate supervision of construction;</FONT></LI>
</UL>
<P align="center">
<FONT size=2 face="serif">4</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<UL>
<LI>
<FONT size=2 face="serif">Our ability to secure required governmental permits and approvals for both construction and</FONT> <FONT size=2 face="serif">operation;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Availability of adequate capital;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">General economic conditions; and<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Adverse weather conditions.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We may not be successful in addressing these factors, which could adversely affect our ability to open new restaurants on a timely basis, or at all. Delays in opening or failures to open new
restaurants could cause our business, results of operations and financial condition to suffer. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Terrorism and war may have material adverse effect on our business. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C. on September 11, 2001, and other acts of violence or war in the United States or abroad, such as the war in
Iraq, may affect the markets in which we operate and our business, results of operations and financial conditions. The potential near-term and long-term effects these events may have on our business operations, our customers, the markets in which we
operate and the economy is uncertain. Because the consequences of any terrorist attacks, or any armed conflicts, are unpredictable, we may not be able to foresee events that could have an adverse effect on our markets or our business. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Our profitability is dependent in large measure on food, beverage and supply costs which are not within our control. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Our profitability is dependent in large measure on our ability to anticipate and react to changes in food, beverage and supply costs. Various factors beyond our control, including climatic
changes and government regulations, may affect food and beverage costs. Specifically, our dependence on frequent, timely deliveries of fresh beef, poultry, seafood and produce subjects us to the risks of possible shortages or interruptions in supply
caused by adverse weather or other conditions, which could adversely affect the availability and cost of any such items. We cannot assure you that we will be able to anticipate or react to increasing food and supply costs in the future. The failure
to react to these increases could materially and adversely affect our business, results of operations and financial condition. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">The restaurant industry is affected by changes in consumer preferences and discretionary spending patterns that could result in a reduction in our revenues. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Consumer preferences could be affected by health concerns or by specific events such as the outbreak of or scare caused by &#147;mad cow disease&#148;, the popularity of the Atkins diet and the
South Beach diet and changes in consumer preferences, such as &#147;carb consciousness&#148;. If we were to have to modify our restaurants&#146; menus, we may lose customers who would be less satisfied with a modified menu, and we may not be able to
attract a new customer base to generate the necessary revenues to maintain our income from restaurant operations. A change in our menus may also result in us having different competitors. We may not be able to successfully compete against
established competitors in the general restaurant market. Our success also depends on various factors affecting discretionary consumer spending, including economic conditions, disposable consumer income, consumer confidence and the United States
participation in military activities. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Adverse changes in these factors could reduce our customer base and spending patterns, either of which could reduce our revenues and results of operations. </FONT></P>
<P align="center">
<FONT size=2 face="serif">5</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<B><FONT size=2 face="serif">Our geographic concentrations could have a material adverse effect on our business, results of operations and financial condition. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We currently operate in seven regions, New York City, Washington, D.C., Las Vegas, Nevada, Tampa and Hollywood, Florida, Atlantic City, New Jersey, Ledyard, Connecticut and Boston
Massachusetts, and our Las Vegas, Florida, Atlantic City, and Connecticut operations are all located in casinos. As a result, we are particularly susceptible to adverse trends and economic conditions in these markets, including its labor market, and
the casino market in general, which could have a negative impact on our profitability as a whole. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In addition, given our geographic concentration, negative publicity regarding any of our restaurants could have a material adverse effect on our business, results of operations and financial
condition, as could other regional occurrences such as acts of terrorism, local strikes, natural disasters or changes in laws or regulations. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Our operating results may fluctuate significantly due to seasonality and other factors beyond our control. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Our business is subject to seasonal fluctuations, which may vary greatly depending upon the region of the United States in which a particular restaurant is located. In addition to seasonality,
our quarterly and annual operating results and comparable unit sales may fluctuate significantly as a result of a variety of factors, including: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">The amount of sales contributed by new and existing restaurants;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">The timing of new openings;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Increases in the cost of key food or beverage products;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Labor costs for our personnel;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Our ability to achieve and sustain profitability on a quarterly or annual basis;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Adverse weather;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Consumer confidence and changes in consumer preferences;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Health concerns, including adverse publicity concerning food-related illness;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">The level of competition from existing or new competitors;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Economic conditions generally and in each of the market in which we are located; and<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Acceptance of a new or modified concept in each of the new markets in which we could be</FONT> <FONT size=2 face="serif">located.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">These fluctuations make it difficult for us to predict and address in a timely manner factors that may have a negative impact on our business, results of operations and financial condition.
</FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Any expansion may strain our infrastructure, which could slow restaurant development. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Any expansion may place a strain on our management systems, financial controls, and information systems. To manage growth effectively, we must maintain the high level of quality and service at
our existing and future restaurants. We must also continue to enhance our operational, information, financial and management systems and locate, hire, train and retain qualified personnel, particularly restaurant managers. We cannot predict whether
we will be able to respond on a timely basis to all of the changing demands that any expansion will impose on management and those systems and controls. If we are not able to effectively manage any one or more of these or other aspects of expansion,
our business, results of operations and financial condition could be materially adversely affected. </FONT></P>
<P align="center">
<FONT size=2 face="serif">6</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<B><FONT size=2 face="serif">We could face labor shortages, increased labor costs and other adverse effects of varying labor conditions. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The development and success of our restaurants depend, in large part, on the efforts, abilities, experience and reputations of the general managers and chefs at such restaurants. In addition,
our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including restaurant managers, kitchen staff and wait staff. Qualified individuals needed to fill these positions are in short
supply and the inability to recruit and retain such individuals may delay the planned openings of new restaurants or result in high employee turnover in existing restaurants. A significant delay in finding qualified employees or high turnover of
existing employees could materially and adversely affect our business, results of operations and financial condition. Also, competition for qualified employees could require us to pay higher wages to attract sufficient qualified employees, which
could result in higher, labor costs. In addition, increases in the minimum hourly wage, employment tax rates and levies, related benefits costs, including health insurance, and similar matters over which we have no control may increase our operating
costs. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Unanticipated costs or delays in the development or construction of future restaurants could prevent our timely and cost-effective opening of new restaurants. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We depend on contractors and real estate developers to construct our restaurants. Many factors may adversely affect the cost and time associated with the development and construction of our
restaurants, including: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">Labor disputes;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Shortages of materials or skilled labor;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Adverse weather conditions;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Unforeseen engineering problems;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Environmental problems;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Construction or zoning problems;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Local government regulations;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Modifications in design; and<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Other unanticipated increases in costs.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Any of these factors could give rise to delays or cost overruns, which may prevent us from developing additional restaurants within our anticipated budgets or time periods or at all. Any such
failure could cause our business, results of operations and financial condition to suffer. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">We may not be able to obtain and maintain necessary federal, state and local permits which could delay or prevent the opening of future restaurants. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Our business is subject to extensive federal, state and local government regulations, including regulations relating to: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">Alcoholic beverage control;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">The purchase, preparation and sale of food;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Public health and safety;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Sanitation, building, zoning and fire codes; and</FONT></LI>
</UL>
<P align="center">
<FONT size=2 face="serif">7</FONT></P>

<HR noshade align="center" width="100%" size=4>

<P align="left" style="page-break-before:always"></P><PAGE>

<UL>
<LI>
<FONT size=2 face="serif">Employment and related tax matters.</FONT></LI>
</UL>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">All of these regulations impact not only our current operations but also our ability to open future restaurants. We will be required to comply with applicable state and local regulations in new
locations into which we expand. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Any difficulties, delays or failures in obtaining licenses, permits or approvals in such new locations could delay or prevent the opening of a restaurant in a particular area or reduce
operations at an existing location, either of which would materially and adversely affect our business, results of operations and financial condition. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">The restaurant industry is affected by litigation and publicity concerning food quality, health and other issues, which can cause guests to avoid our restaurants and result in liabilities. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Health concerns, including adverse publicity concerning food-related illness, although not specifically related to our restaurants, could cause guests to avoid our restaurants, which would have
a negative impact on our sales. We may also be the subject of complaints or litigation from guests alleging food-related illness, injuries suffered on the premises or other food quality, health or operational concerns. A lawsuit or claim could
result in an adverse decision against us that could have a material adverse effect on our business and results of operations. We may also be subject to litigation which, regardless of the outcome, could result in adverse publicity. Adverse publicity
resulting from such allegations may materially adversely affect us and our restaurants, regardless of whether such allegations are true or whether we are ultimately held liable. Such litigation, adverse publicity or damages could have a material
adverse effect on our competitive position, business, results of operations and financial condition and results of operations. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Many of our operations are located in casinos and much of our success will be dependent on the success of those casinos. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The success of the business of our restaurants located in Las Vegas, Nevada, Atlantic City, New Jersey, Tampa and Hollywood, Florida, and Ledyard, Connecticut will be substantially dependent on
the success of the casinos in which the company operates in these locations to attract customers for themselves and for our restaurants. The successful operation of the casinos in these locations is subject to various risks and uncertainties
including: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">The risk associated with governmental approvals of gaming;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">The risk of a change in laws regulating gaming operations;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Operating in a limited market;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Competitive risks relating to casino operations; and<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Risks of terrorism and war.</FONT></LI>
</UL>
<P align="center">
<B><FONT size=2 face="serif">Risks Related To Our Common Stock</FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">The fact that a relatively small number of investors hold our publicly traded common stock could cause our stock price to fluctuate. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The market price of our common stock could fluctuate as a result of sales by our existing stockholders of a large number of shares of our common stock in the market or the perception that such
sales could occur. A large number of shares of our common stock is concentrated in the hands of a small number of individual and institutional investors and is thinly traded. An attempt to sell by a large holder could adversely affect the price of
our stock. </FONT></P>
<P align="center">
<FONT size=2 face="serif">8</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<B><FONT size=2 face="serif">Ownership of approximately 66% of our outstanding common stock by twelve stockholders will limit your ability to influence corporate matters. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">A substantial majority of our capital stock is held by a limited number of stockholders. Twelve stockholders, including our officers and directors and parties affiliated with or related to such
persons or to us, own approximately 66% of the shares of common stock outstanding. Accordingly, such stockholders will likely have a strong influence on major decisions of corporate policy, and the outcome of any major transaction or other matters
submitted to our stockholders or board of directors, including potential mergers or acquisitions, and amendments to our Amended and Restated Certificate of Incorporation. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Stockholders other than these principal stockholders are therefore likely to have little influence on decisions regarding such matters. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">The price of our common stock may fluctuate significantly. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The price at which our common stock will trade may fluctuate significantly. The stock market has from time to time experienced significant price and volume fluctuations. The trading price of
our common stock could be subject to wide fluctuations in response to a number of factors, including: </FONT></P>
<UL>
<LI>
<FONT size=2 face="serif">Fluctuations in quarterly or annual results of operations;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Changes in published earnings estimates by analysts and whether our actual earnings meet or</FONT> <FONT size=2 face="serif">exceed such estimates;<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Additions or departures of key personnel; and<br>
</FONT></LI>
<LI>
<FONT size=2 face="serif">Changes in overall stock market conditions, including the stock prices of other restaurant</FONT> <FONT size=2 face="serif">companies.</FONT></LI>
</UL>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In the past, companies that have experienced extreme fluctuations in the market price of their stock have been the subject of securities class action litigation. If we were to be subject to
such litigation, it could result in substantial costs and a diversion of our management&#146;s attention and resources, which may have a material adverse effect on our business, results of operations, and financial condition. </FONT></P>
<P align="center">
<B><FONT size=2 face="serif">USE OF PROCEEDS</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We will not receive any of the proceeds from the sale of the shares offered by this prospectus. However, we expect to use the proceeds from the exercise of the options for working capital and
other general corporate purposes.</FONT></P>
<P align="center">
<B><FONT size=2 face="serif">SELLING STOCKHOLDERS</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The shares offered by this prospectus are being registered for reoffers and resales by the selling stockholders, who have acquired or may acquire such shares pursuant to the exercise of
options. The selling stockholders named below may resell all, a portion or none of such shares from time to time. </FONT></P>
<TABLE border=0 width=100% cellspacing=1 cellpadding=0>
<TR valign="bottom">
<TD align=left width=25%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=16%>
<B><FONT size=1 face="serif">Number of</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<B><FONT size=1 face="serif">Percentage of</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<B><FONT size=1 face="serif">Number of</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<B><FONT size=1 face="serif">Number of</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<B><FONT size=1 face="serif">Percentage of</FONT></B>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=16%>
<B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<B><FONT size=1 face="serif">shares to be</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">Selling Stockholders</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=16% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">before sale </FONT></B><B><SUP><FONT size=1 face="serif">(1)</FONT></SUP></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">before sale </FONT></B><B><SUP><FONT size=1 face="serif">(2)</FONT></SUP></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">sold </FONT></B><B><SUP><FONT size=1 face="serif">(3)</FONT></SUP></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">after sale</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">after sale</FONT></B>&nbsp;
</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Michael Weinstein</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">1,094,498 </FONT><SUP><FONT size=2 face="serif">(4)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">30.2%</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<FONT size=2 face="serif">37,500</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">1,056,998</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">29.5%</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Chairman, President and</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Chief Executive Officer)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Robert Towers</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">47,300 </FONT><SUP><FONT size=2 face="serif">(5)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">1.3%</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<FONT size=2 face="serif">27,500</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">19,800</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Executive Vice President,</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Treasurer, Chief Operating</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Officer and Director)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=center width=98% colspan=11>
<FONT size=2 face="serif">9</FONT>
</TD>
</TR>
</TABLE><BR>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<TABLE border=0 width=100% cellspacing=1 cellpadding=0>
<TR valign="bottom">
<TD align=left width=25%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
      <div align="center"><B><FONT size=1 face="serif">Number of</FONT></B>&nbsp;
      </div></TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<B><FONT size=1 face="serif">Percentage of</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<B><FONT size=1 face="serif">Number of</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
      <div align="center"><B><FONT size=1 face="serif">Number of</FONT></B>&nbsp;
      </div></TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<B><FONT size=1 face="serif">Percentage of</FONT></B>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
      <div align="center"><B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
      </div></TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<B><FONT size=1 face="serif">shares to be</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=12%>
<B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<B><FONT size=1 face="serif">shares owned</FONT></B>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">Selling Stockholders</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16% style="border-bottom:1px solid #000000;">
      <div align="center"><B><FONT size=1 face="serif">before sale </FONT></B><B><SUP><FONT size=1 face="serif">(1)</FONT></SUP></B>&nbsp;
      </div></TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">before sale </FONT></B><B><SUP><FONT size=1 face="serif">(2)</FONT></SUP></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12% style="border-bottom:1px solid #000000;">
      <div align="center"><B><FONT size=1 face="serif">sold </FONT></B><B><SUP><FONT size=1 face="serif">(3)</FONT></SUP></B>&nbsp;
      </div></TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12% style="border-bottom:1px solid #000000;">
      <div align="center"><B><FONT size=1 face="serif">after sale</FONT></B>&nbsp;
      </div></TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10% style="border-bottom:1px solid #000000;">
<B><FONT size=1 face="serif">after sale</FONT></B>&nbsp;
</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Vincent Pascal</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">64,308 </FONT><SUP><FONT size=2 face="serif">(6)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=13%>
      <div align="center"><FONT size=2 face="serif">1.8</FONT>&nbsp;
      </div></TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">27,500</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">36,808</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">1.0%</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Senior Vice President and</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Director)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Paul Gordon</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">34,000 </FONT><SUP><FONT size=2 face="serif">(6)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">27,500</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">6,500</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Senior Vice President)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Robert Stewart</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">28,800 </FONT><SUP><FONT size=2 face="serif">(6)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">27,500</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">1,300</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Chief Financial Officer)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Marcia Allen</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">5,000 </FONT><SUP><FONT size=2 face="serif">(7)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">5,000</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">&#150;</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">&#150;</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Director)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Bruce R. Lewin</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">271,666 </FONT><SUP><FONT size=2 face="serif">(8)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">7.6%</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">5,000</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">266,666</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">7.4%</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Director)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Steven Shulman</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">14,300 </FONT><SUP><FONT size=2 face="serif">(7)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">5,000</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">&#150;</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Director)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Arthur Stainman</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">51,000 </FONT><SUP><FONT size=2 face="serif">(9)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">1.4%</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">5,000</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">&#150;</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">1.3%</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Director)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=11>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
<FONT size=2 face="serif">Stephen Novick</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=16%>
<FONT size=2 face="serif">5,000 </FONT><SUP><FONT size=2 face="serif">(7)</FONT></SUP>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=13%>
<FONT size=2 face="serif">*</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">5,000</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=right width=12%>
<FONT size=2 face="serif">&#150;</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=10%>
<FONT size=2 face="serif">&#150;</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=25%>
&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(Director)</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=16%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=13%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=12%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=10%>&nbsp;

</TD>
</TR>
</TABLE>

<div style="border-bottom:1px solid #000000; width:100px">&nbsp;</div>
  <P align="left">
<FONT size=2 face="serif">* Represents less than 1% of the issued and outstanding common stock. </FONT></P>
<P align="left">
<FONT size=2 face="serif">(1)&nbsp;&nbsp;&nbsp;Unless indicated, we believe that all persons
named in the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. For purposes of this table,
a person is  deemed to be the beneficial owner of all common stock that he has
the right to acquire, regardless of whether such right is presently exercisable.
Each beneficial owner&#146;s percentage ownership is determined by assuming that
rights to acquire  shares of common stock that are held by such person (but not
those held by any other person) have been exercised. </FONT></P>

<P align="left">
<FONT size=2 face="serif">(2)&nbsp;&nbsp;&nbsp;Based
on 3,581,799 shares of common stock outstanding as of July 26, 2007.</FONT> </P>

<P align="left">
<FONT size=2 face="serif">(3)&nbsp;&nbsp;&nbsp;Does not represent shares that may be acquired pursuant to the exercise of options to be granted in the future under the 2004 Stock Option Plan and subsequently sold pursuant to this prospectus. </FONT></P>

<P align="left">
<FONT size=2 face="serif">(4)&nbsp;&nbsp;&nbsp;Includes 20,849 shares owned by The Weinstein Foundation, a private foundation of which Mr. Weinstein acts as trustee and as to which shares Mr. Weinstein has shared investment and shared voting power, and 12,500 shares
issuable pursuant to stock options exercisable within 60 days after the date of this prospectus. Also includes 25,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of this prospectus. </FONT></P>

<P align="left">
<FONT size=2 face="serif">(5)&nbsp;&nbsp;&nbsp;Includes 900 shares owned by Mr. Tower&#146;s spouse in her IRA and 17,500 shares issuable pursuant to stock options exercisable within 60 days after the date of this prospectus. Also includes 10,000 shares issuable
pursuant to stock options that are not exercisable within 60 days after the date of this prospectus. </FONT></P>

<P align="left">
<FONT size=2 face="serif">(6)&nbsp;&nbsp;&nbsp;Includes 17,500 shares issuable pursuant to stock options exercisable within 60 days after the date of this prospectus. Also includes 10,000 shares issuable pursuant to stock options that are not exercisable within 60
days after the date of this prospectus. </FONT></P>

<P align="left">
<FONT size=2 face="serif">(7)&nbsp;&nbsp;Includes 5,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of this prospectus. </FONT></P>
<P align="center">
<FONT size=2 face="serif">10</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<FONT size=2 face="serif">(8)&nbsp;&nbsp;&nbsp;Includes 1,500 shares owned by Mr. Lewin in his Individual Retirement Account (&#147;IRA&#148;). Also includes 5,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of
this prospectus. </FONT></P>

<P align="left">
<FONT size=2 face="serif">(9)&nbsp;&nbsp;&nbsp;Includes 11,800 shares owned by Mr. Stainman&#146;s spouse and 11,700 shares held by investment advisory clients of First Manhattan Co. (&#147;FMC&#148;), as to which FMC and Mr. Stainman, in his capacity as Managing
Member of First Manhattan LLC, the sole general partner of FMC, share dispositive and voting power. Also includes 5,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of this prospectus. </FONT></P>

<P align="center">
<B><FONT size=2 face="serif">PLAN OF DISTRIBUTION</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The shares may be sold or transferred for value by the selling stockholders, or by pledgees, donees, transferees or other successors in interest to the selling stockholders, in one or more
transactions on the Nasdaq Global Market (or any successor stock exchange), in negotiated transactions or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices
or at prices otherwise negotiated. The selling stockholders may effect such transactions by selling the shares to or through brokers-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling stockholders and/or the purchasers of the shares for whom such broker-dealers may act as agent (which compensation may be less than or in excess of customary commissions). The selling stockholders, and any broker-dealers
that participate in the distribution of the shares, may be deemed to be &#147;underwriters&#148; within the meaning of Section 2(11) of the Securities Act, and any commissions received by them and any profit on the resale of the shares sold by them
may be deemed to be underwriting discounts and commissions under the Securities Act. All selling and other expenses incurred by individual selling stockholders will be borne by such selling stockholders. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Upon our being notified by a selling stockholder that any material arrangement has been entered into with a broker or dealer for the sale of shares through a secondary distribution, or a
purchase by a broker or dealer, we will file a prospectus supplement, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (a) the name of each of such selling stockholder and the participating broker-dealers, (b) the number of
shares involved, (c) the price at which such shares are being sold, (d) the commissions paid or the discounts or concessions allowed to such broker-dealers, (e) where applicable, that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in the prospectus, as supplemented, and (f) other facts material to the transaction. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">In addition to any such number of shares sold hereunder, a selling stockholder may, at the same time, sell any shares of common stock, including the shares offered by this prospectus, owned by
such person in compliance with all of the requirements of Rule 144 under the Securities Act, regardless of whether such shares are covered by this prospectus. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">There is no assurance that any of the selling stockholders will sell any or all of the shares offered by this prospectus. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">We will pay all expenses in connection with this offering, other than commissions and discounts of underwriters, dealers or agents. </FONT></P>
<P align="center">
<B><FONT size=2 face="serif">LEGAL MATTERS</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Seyfarth Shaw LLP, Washington, D.C., will pass upon the validity of the shares of our common stock.</FONT></P>
<P align="center">
<FONT size=2 face="serif">11</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="center">
<B><FONT size=2 face="serif">EXPERTS</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">The consolidated financial statements incorporated in this prospectus by reference have been incorporated in reliance on the report of J.H. Cohn LLP, our independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting.</FONT></P>
<P align="center">
<B><FONT size=2 face="serif">SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the company pursuant to the foregoing provisions, we
have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. </FONT></P>
<P align="center">
<FONT size=2 face="serif">12</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="center">
<B><FONT size=2 face="serif">Part II </FONT></B></P>
<P align="center">
<B><FONT size=2 face="serif">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></B></P>
<P align="left">
<B><FONT size=2 face="serif">Item 3. Incorporation of Documents by Reference.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> The following documents filed with the SEC by Ark Restaurants Corp. pursuant to the Securities Act of 1933, as amended (the &#147;Securities Act&#148;) and the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), are hereby incorporated by reference in this registration statement: </FONT></P>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
  <TD nowrap valign=top>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD nowrap valign=top>
<FONT size=2 face="serif">(a)</FONT>&nbsp; &nbsp; &nbsp; </TD>
<TD width=100%>
<FONT size=2 face="serif">Annual Report on Form 10-K for the fiscal year ended September 30, 2006.</FONT></TD>
</TR>
<TR><TD colspan=3>&nbsp;</TD></TR><TR>
  <TD nowrap valign=top>&nbsp;</TD>
<TD nowrap valign=top>
<FONT size=2 face="serif">(b)</FONT>&nbsp; &nbsp; &nbsp; </TD>
<TD width=100%>
<FONT size=2 face="serif">Quarterly Reports on Form 10-Q for the quarters ended December 30, 2006 and March 31, 2007;</FONT></TD>
</TR>
<TR><TD colspan=3>&nbsp;</TD></TR><TR>
  <TD nowrap valign=top>&nbsp;</TD>
<TD nowrap valign=top>
<FONT size=2 face="serif">(c)</FONT>&nbsp; &nbsp; &nbsp; </TD>
<TD width=100%>
<FONT size=2 face="serif">Current Reports on Form 8-K filed on October 10, 2006, December 4, 2006, December 20, 2006, February 13, 2007, April 12, 2007, May 15, 2007, May 23, 2007 and July 25, 2007;</FONT></TD>
</TR>
<TR><TD colspan=3>&nbsp;</TD></TR><TR>
  <TD nowrap valign=top>&nbsp;</TD>
<TD nowrap valign=top>
<FONT size=2 face="serif">(d)</FONT>&nbsp; &nbsp; &nbsp; </TD>
<TD width=100%>
<FONT size=2 face="serif">The description of the registrant&#146;s common stock contained in its registration statement on Form S-18, Registration Statement No. 33-00964.</FONT></TD>
</TR>
<TR><TD colspan=3>&nbsp;</TD></TR></TABLE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> All documents the registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> Any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this Registration Statement 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 align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Nothing in this Registration Statement shall be deemed to incorporate information
  furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01
of Form 8-K.</FONT></P>
<P align="left"><B><FONT size=2 face="serif">Item 4. Description of Securities.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Not applicable.</FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Item 5. Interests of Named Experts and Counsel.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">Not applicable.</FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Item 6. Indemnification of Directors and Officers.</FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(A) The registrant&#146;s authority to indemnify its officers and directors is governed by the provisions of Sections 721 through 726 of the Business Corporation Law of the State of New York (the &#147;BCL&#148;), by the
Certificate of Incorporation of the registrant, and by the registrant&#146;s By-laws.</FONT></P>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(B) The Certificate of Incorporation of the registrant provides as follows:</FONT></P>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
<TD><blockquote>&nbsp;</blockquote></TD><TD width=100%>
<FONT size=2 face="serif">The personal liability of the directors of the Corporation to the Corporation or its shareholders for damages for any breach of duty as a director is hereby eliminated to the fullest extent permitted by the Business
Corporation Law of the State of New York as the same may be amended and supplemented. The Corporation shall, to the fullest extent permitted by the New York Business Corporation Law, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law, and the indemnification</FONT></TD>
</TR>
</TABLE>
<P align="center">
<FONT size=2 face="serif">II-1</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<TABLE border=0 cellspacing=0 cellpadding=0>
<TR>
<TD>&nbsp;</TD><TD width=100%>
  <blockquote>
    <p><FONT size=2 face="serif">provided for herein shall not be deemed exclusive of any other rights to which any indemnified person may be entitled under any by-laws, agreement, vote of shareholders or directors or otherwise, both as to action in his
    official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of heirs, executors and administrators of
    such person.</FONT></p>
  </blockquote></TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR><TR>
<TD nowrap valign=top>&nbsp;</TD>
<TD width=100%>
      <p><FONT size=2 face="serif">(C)&nbsp;&nbsp;Article
          V, Section 4 of the registrant&#146;s
    By-Laws provides as follows:</FONT></p></TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR><TR>
<TD>&nbsp;</TD><TD width=100%>
  <blockquote>
    <p><FONT size=2 face="serif">The Corporation shall, to the fullest extent permitted by the New York Business Corporation Law as amended or supplemented, indemnify any and all persons whom it shall have power to indemnify under said law from and against
          any and all of the expenses, liabilities or other matters referred to in or covered by said law.</FONT></p>
  </blockquote></TD>
</TR>
<TR><TD colspan=2>&nbsp;</TD></TR><TR>
<TD>&nbsp;</TD><TD width=100%>
  <blockquote>

      <p><FONT size=2 face="serif">The Corporation may enter into indemnification agreements with any officers, directors or other persons whom it shall have power to indemnify, when and as determined by the Board of Directors.</FONT></p>

  </blockquote></TD>
</TR>
</TABLE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(D) The Board of Directors
of the registrant authorized the registrant to enter into indemnity agreements
with officers and directors of the registrant when and as determined by the Board
of Directors. Pursuant to the foregoing authority, the registrant has entered
into indemnity agreements with each of its directors and certain of its officers. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">  The indemnity agreements obligate the registrant to provide the maximum protection allowed under the BCL. The indemnity agreements supplement and increase the protection afforded to officers and directors under the
Certificate of Incorporation in the following respects: </FONT></P>
<blockquote>
  <p align="left">
    <FONT size=2 face="serif">1. The indemnity agreements establish the presumption that the officer or director has met the standard of conduct required for indemnification, as prescribed under the BCL. Indemnification will be made unless the Board of
    Directors, independent legal counsel or the stockholders of the registrant determines that the applicable standard of conduct has not been met.</FONT></p>
  <p align="left">
    <FONT size=2 face="serif">2. The indemnity agreements provide that litigation expenses shall be paid promptly by the registrant as they are incurred or shall be advanced on behalf of the officer or director as may be appropriate against delivery of
  invoices therefor in advance of indemnification, provided that if it is ultimately determined that such officer or director is not entitled to indemnification for such expenses he or she shall promptly repay such amounts to the registrant.
  </FONT></p>
  <p align="left">
    <FONT size=2 face="serif">3. In the event of a determination by the Board of Directors, independent legal counsel or the stockholders of the registrant that an officer or director did not meet the standard of conduct required for indemnification,
  the indemnity agreements allow such officer or director to contest this determination by petitioning a court to make an independent determination of whether such officer or director is entitled to indemnification under the indemnity agreements.
  </FONT></p>
  <p align="left">
    <FONT size=2 face="serif">4. The indemnity agreements explicitly provide for partial indemnification of costs and expenses in the event that an officer or director is not entitled to full indemnification under the terms of the indemnity agreements.
  </FONT></p>
  <p align="left">
    <FONT size=2 face="serif">5. The indemnity agreements cannot be unilaterally modified or amended by the registrant, the Board of Directors or the stockholders of the registrant. </FONT></p>
</blockquote>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers and directors pursuant to the provisions described above or otherwise, we have been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. </FONT></P>
<P align="center">
<FONT size=2 face="serif">II-2</FONT></P>

<HR noshade align="center" width="100%" size=4>

<P align="left" style="page-break-before:always"></P><PAGE>

<P align="left">
<B><FONT size=2 face="serif">Item 7. Exemption from Registration Claimed. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> Not applicable. </FONT></P>
<P align="left">
<B><FONT size=2 face="serif">Item 8. Exhibits. </FONT></B></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> The following exhibits are filed as part of this registration statement:</FONT></P>
<TABLE border=0 width=100% cellspacing=1 cellpadding=0>
<TR valign="bottom">
<TD width=6% align=right valign="top">
<FONT size=2 face="serif">4.1</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=91%>
<FONT size=2 face="serif">2004 Stock Option Plan (incorporated by reference to Attachment B to the registrant&#146;s definitive Proxy Statement on Schedule 14A with respect to the 2004 Annual Meeting of Shareholders, filed on January 29, 2004)</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD width=6% align=left valign="top">&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=91%>
<FONT size=2 face="serif"></FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD width=6% align=right valign="top">
<FONT size=2 face="serif">4.2</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=91%>
<FONT size=2 face="serif">Form of option agreement</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=right valign="top">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD width=6% align=right valign="top">
<FONT size=2 face="serif">5.1</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=91%>
<FONT size=2 face="serif">Opinion of Seyfarth Shaw LLP on legality</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=right valign="top">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD width=6% align=right valign="top">
<FONT size=2 face="serif">23.1</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=91%>
<FONT size=2 face="serif">Consent of Independent Registered Public Accounting Firm</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=right valign="top">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD width=6% align=right valign="top">
<FONT size=2 face="serif">23.2</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=91%>
<FONT size=2 face="serif">Consent of Seyfarth Shaw LLP (included in Exhibit 5.1)</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=right valign="top">&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD width=6% align=right valign="top">
<FONT size=2 face="serif">24.1</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=91%>
<FONT size=2 face="serif">Power of Attorney (included on signature page to this registration statement)</FONT>&nbsp;
</TD>
</TR>
</TABLE>
<BR>
<P align="left">
<B><FONT size=2 face="serif">Item 9. Undertakings.</FONT></B></P>
<P align="left">
<FONT size=2 face="serif">(a)&nbsp;&nbsp;The undersigned registrant will:</FONT></P>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(1)&nbsp;&nbsp;File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:</FONT> </P>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(i)&nbsp;&nbsp;Include
any prospectus required by Section 10(a)(3) of the Securities Act;</FONT> </P>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(ii)&nbsp;&nbsp;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 together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (&#167; 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective registration statement; and </FONT></P>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(iii)&nbsp;&nbsp;Include any additional or changed material information on the plan of distribution. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</FONT></P>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> (2)&nbsp;&nbsp;For determining liability
under the Securities Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona  fide offering. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> (3)&nbsp;&nbsp;File a post-effective
amendment to remove from registration any of the securities that remain unsold
at the end of the offering. </FONT></P>
<P align="center">
<FONT size=2 face="serif">II-3</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> (4)&nbsp;&nbsp;For determining liability
of the undersigned registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of  securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the  following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser: </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> (i)&nbsp;&nbsp;Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (&#167;230.424 of this chapter); </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">  (ii)&nbsp;&nbsp;Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">  (iii)&nbsp;&nbsp;The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif">(iv)&nbsp;&nbsp;Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser. </FONT></P>
<P align="left"><FONT size=2 face="serif">(b)&nbsp;&nbsp;The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant&#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 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. </FONT></P>
<P align="left">
<FONT size=2 face="serif">(c)&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 SEC 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. </FONT></P>
<P align="center">
<FONT size=2 face="serif">II-4</FONT></P>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="center">
<B><FONT size=2 face="serif">SIGNATURES</FONT></B></P>
<P align="left">
<FONT size=2 face="serif"> Pursuant to the requirements of the Securities Act of 1933, 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 New York, New York, on August 13, 2007 </FONT></P>

<table width="100%"  border="0">
  <tr>
    <td width="63%">&nbsp;</td>
    <td colspan="2"><B><FONT size=2 face="serif">ARK RESTAURANTS CORP.</FONT></B></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td width="4%">&nbsp;</td>
    <td width="33%">&nbsp;</td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td><FONT size=2 face="serif">By:</FONT></td>
    <td style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Michael
    Weinstein</FONT></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td colspan="2"><FONT size=2 face="serif">Name: Michael Weinstein </FONT></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td colspan="2"><FONT size=2 face="serif">Title: President and Chief Executive Officer</FONT></td>
  </tr>
  <tr>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
    <td>&nbsp;</td>
  </tr>
</table>

<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> </FONT><B><FONT size=2 face="serif">KNOW ALL MEN BY THESE PRESENTS</FONT></B><FONT size=2 face="serif">, that each person whose signature appears below constitutes and appoints Michael Weinstein and Michael P. Buck, and
each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities (until revoked in writing), to sign any and 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 attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and necessary to be done as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. </FONT></P>
<P align="left">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size=2 face="serif"> Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated. </FONT></P>
<TABLE border=0 width=100% cellspacing=1 cellpadding=0>
<TR valign="bottom">
<TD align=center width=29%>
<B><FONT size=2 face="serif">SIGNATURE</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<B><FONT size=2 face="serif">TITLE</FONT></B>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<B><FONT size=2 face="serif">DATE</FONT></B>&nbsp;
</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Chairman, President and Chief</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Michael
    Weinstein</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Executive Officer</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>
<FONT size=2 face="serif">Michael Weinstein</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=45%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Vincent
    Pascal</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Senior Vice President and Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>
<FONT size=2 face="serif">Vincent Pascal</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=45%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=center>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=center>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Executive Vice President, Treasurer,</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Robert
    Towers</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Chief Operating Officer and</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>
<FONT size=2 face="serif">Robert Towers</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR>
  <TD colspan=5>&nbsp;</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Robert
    Stewart</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Chief Financial Officer</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>
<FONT size=2 face="serif">Robert Stewart</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=45%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=center>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=center>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Marcia
    Allen</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>
<FONT size=2 face="serif">Marcia Allen</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=45%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=center>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=center>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Steven
    Shulman</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>
<FONT size=2 face="serif">Steven Shulman</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=45%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR>
  <TD colspan=5>&nbsp;</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Paul
    Gordon</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=45%>
<FONT size=2 face="serif">Senior Vice President and Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=20%>
<FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD align=left width=29%>
<FONT size=2 face="serif">Paul Gordon</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=45%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=20%>&nbsp;

</TD>
</TR>
<TR valign="bottom">
  <TD align=left>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=center>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=left width=31% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Bruce
    R. Lewin</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=36%>
<FONT size=2 face="serif">Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=27%>
  <div align="center"><FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
  </div></TD>
</TR>
<TR valign="bottom">
<TD align=left width=31%>
<FONT size=2 face="serif">Bruce R. Lewin</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=36%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=27%>&nbsp;

</TD>
</TR>
<TR>
  <TD colspan=5>&nbsp;</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=31% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Arthur
    Stainman</FONT>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=36%>
<FONT size=2 face="serif">Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=27%>
  <div align="center"><FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
  </div></TD>
</TR>
<TR valign="bottom">
<TD align=left width=31%>
<FONT size=2 face="serif">Arthur Stainman</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=36%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=27%>&nbsp;

</TD>
</TR>
<TR>
  <TD colspan=5>&nbsp;</TD>
</TR>
<TR>
<TD colspan=5>&nbsp;

</TD>
</TR>
<TR valign="bottom">
<TD align=left width=31% style="border-bottom:1px solid #000000;"><FONT size=2 face="serif">/s/ Stephen
    Novick</FONT>

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=center width=36%>
<FONT size=2 face="serif">Director</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=27%>
  <div align="center"><FONT size=2 face="serif">August 13, 2007</FONT>&nbsp;
  </div></TD>
</TR>
<TR valign="bottom">
<TD align=left width=31%>
<FONT size=2 face="serif">Stephen Novick</FONT>&nbsp;
</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=36%>&nbsp;

</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=27%>&nbsp;

</TD>
</TR>
</TABLE>
<BR>

<HR noshade align="center" width="100%" size=4>



<P align="left" style="page-break-before:always"></P><PAGE>
<P align="left">
<FONT size=2 face="serif">The following exhibits are filed herewith or by incorporation by reference as part of this Registration Statement on Form S-8: </FONT></P>
<P align="left">&nbsp;</P>
<P align="left">
<U></U></P>
<TABLE border=0 width=100% cellspacing=1 cellpadding=0>
<TR valign="bottom">
  <TD colspan="2" align=center><U><FONT size=2 face="serif">Exhibit No.</FONT></U></TD>
  <TD>&nbsp;</TD>
  <TD align=left><U><FONT size=2 face="serif">Description</FONT></U></TD>
</TR>
<TR valign="bottom">
  <TD colspan="2" align=right>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left>&nbsp;</TD>
</TR>
<TR valign="bottom">
<TD align=right width=7%>
<FONT size=2 face="serif">4.1</FONT>&nbsp;
</TD>
<TD align=right width=5%>&nbsp;</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=86%>
<FONT size=2 face="serif">2004 Stock Option Plan *</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD width=7% align=right>
<FONT size=2 face="serif">4.2</FONT>&nbsp;
</TD>
<TD width=5% align=right>&nbsp;</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=86%>
<FONT size=2 face="serif">Form of option agreement **</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD width=7% align=right>
<FONT size=2 face="serif">5.1</FONT>&nbsp;
</TD>
<TD width=5% align=right>&nbsp;</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=86%>
<FONT size=2 face="serif">Opinion on legality **</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD width=7% align=right>
<FONT size=2 face="serif">23.1</FONT>&nbsp;
</TD>
<TD width=5% align=right>&nbsp;</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=86%>
<FONT size=2 face="serif">Consent of Independent Registered Public Accounting Firm **</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
<TD width=7% align=right>
<FONT size=2 face="serif">23.2</FONT>&nbsp;
</TD>
<TD width=5% align=right>&nbsp;</TD>
<TD width=2%>&nbsp;
</TD>
<TD align=left width=86%>
<FONT size=2 face="serif">Consent of Seyfarth Shaw LLP (included in Exhibit 5.1)</FONT>&nbsp;
</TD>
</TR>
<TR valign="bottom">
  <TD align=right><FONT size=2 face="serif">24.1</FONT>&nbsp;</TD>
  <TD align=right>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align=left><FONT size=2 face="serif">Power of Attorney (included
on signature page to this registration statement)</FONT></TD>
</TR>
</TABLE>
<div style="border-bottom:1px solid #000000; width:100px">&nbsp;</div>
<FONT size=2 face="serif">* &nbsp;&nbsp;&nbsp;Previously filed</FONT>&nbsp;<br>
<FONT size=2 face="serif">**&nbsp;&nbsp;Filed herewith</FONT><br>
<BR>

<HR noshade align="center" width="100%" size=4>


</BODY>

</HTML>
[{"type": "S-8", "sequence": "1", "filename": "c49835_s8.htm", "secsgml_size_bytes": 116638}]
{"company-data": {"conformed-name": "ARK RESTAURANTS CORP", "cik": "0000779544", "assigned-sic": "5812", "irs-number": "133156768", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-145424", "film-number": "071051269"}, "business-address": {"street1": "85 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10003-3019", "phone": "2122068800"}, "mail-address": {"street1": "85 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10003-3019"}}
Registration No. __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARK RESTAURANTS CORP.
(Exact name of registrant as specified in its charter)
New York
13-3156768
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
85 Fifth Avenue
New York, NY
10003
(Address of principal executive offices)
(Zip Code)
2004 Stock Option Plan
(Full title of the plan)
Michael P. Buck, Esq., Secretary and General Counsel
Ark Restaurants Corp.
85 Fifth Avenue
New York, NY 10003
(Name and address of agent for service)
(212) 206-8800
(Telephone number, including area code, of agent for service)
A copy of all communications, including communications sent to the agent for service should be sent to:
Ernest M. Stern, Esq.
Daniel J. MacTough, Esq.
Seyfarth Shaw LLP
815 Connecticut Avenue, N.W., Suite 500
Washington, D.C. 20006-4004
(202) 828-5364
Fax No.: (202) 641-9264
CALCULATION OF REGISTRATION FEE
Proposed maximum
Proposed maximum
Title of securities
Amount to be
offering price
aggregate offering
Amount of
to be registered
registered
per share
price
registration fee
Common stock
450,000
$ 36.99 (1)
$ 16,445,500
$ 511
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) on the basis of the last sale price reported for the registrant's common stock on August 9, 2007.
NOTE
This Registration Statement filed by Ark Restaurants Corp. (the "Registrant") includes a form of prospectus to be used by certain persons who may be deemed to be affiliates of the
Registrant in connection with the resale of shares of common stock received by such persons upon the exercise of options granted under the Registrant's 2004 Stock Option Plan.
PROSPECTUS
Ark Restaurants Corp.
450,000 Shares of Common Stock
We have prepared this prospectus so certain of our officers and directors may resell shares of our common stock. The selling stockholders acquired or may acquire the shares offered by this
prospectus upon exercise of options granted or to be granted under our 2004 Stock Option Plan.
The maximum number of shares that may be offered or sold under this prospectus is subject to adjustment in the event of stock splits or dividends, recapitalizations and other similar changes
affecting the common stock. Our common stock is quoted on the Nasdaq Global Market under the symbol ARKR. We will receive none of the proceeds from the sale of the common stock offered by this prospectus, but we will receive the exercise price upon
exercise of the options.
We anticipate that the selling stockholders will offer shares of common stock for resale at prevailing prices on the Nasdaq Global Market (or such other market upon which our common stock may
then trade) on the date of sale. On August 9, 2007, the last reported sale price of our common stock on the Nasdaq Global Market was $36.99 per share.
You should carefully read and consider the section of this prospectus titled "Risk Factors" beginning on page 4 before buying any shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is August 14, 2007.
Table of Contents
Forward-Looking Statements
1
Available Information
1
Documents Incorporated By Reference
1
Company Overview
3
Risk Factors
4
Use of Proceeds
9
Selling Stockholders
9
Plan of Distribution
10
Legal Matters
11
Experts
11
SEC Position on Indemnification for Securities Act Liabilities
11
——————————
We have not authorized any dealer, salesperson or other person to provide any information or make any representations about Ark Restaurants Corp. except the information or representations
contained in this prospectus. You should not rely on any additional information or representations if made.
This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities:
except the common stock offered by this prospectus;
in any jurisdiction in which the offer or solicitation is not authorized;
in any jurisdiction where the dealer or other salesperson is not qualified to make the offer or
solicitation;
to any person to whom it is unlawful to make the offer or solicitation; or
to any person who is not a United States resident or who is outside the jurisdiction of the United
States.
The delivery of this prospectus or any accompanying sale does not imply that:
there have been no changes in the affairs of Ark Restaurants Corp. after the date of this
prospectus; or
the information contained in this prospectus is correct after the date of this prospectus.
FORWARD-LOOKING STATEMENTS
Information included or incorporated by reference in this prospectus may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve
assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may," "should," "expect," "anticipate," "estimate," "believe,"
"intend" or "project" or the negative of these words or other variations on these words or comparable terminology. This prospectus contains forward-looking statements, including statements regarding, among other things, (a) our
projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. These statements may be found under "Risk Factors" as
well as in other places in this prospectus. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk
Factors" and matters described in this prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur.
AVAILABLE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). You may read and copy any reports,
statements or other information that we file with the SEC at the SEC's Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at l-800-SEC-0330 for further information about the operation of the Public
Reference Room. Our public filings are also available from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov. We distribute to our stockholders annual reports containing audited financial
statements.
The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to investors by referring them to another
document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained directly in this document. This prospectus incorporates by
reference the documents set forth below that we have previously filed with the SEC. These documents contain important information about us and our financial condition.
DOCUMENTS INCORPORATED BY REFERENCE
Annual Report on Form 10-K for the fiscal year ended September 30, 2006.
Quarterly Reports on Form 10-Q for the quarters ended December 30, 2006 and March 31, 2007;
Current Reports on Form 8-K filed on October 10, 2006, December 4, 2006, December 20, 2006,
February 13, 2007, April 12, 2007, May 15, 2007, May 23, 2007 and July 25, 2007;
The description of the registrant's common stock contained in its registration statement on Form
S-18, Registration Statement No. 33-00964.
All documents we file after the date of this prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act shall be deemed to be incorporated by reference in this prospectus
and to be a part of this prospectus from the date of filing of such documents. Any statement contained in a previously filed document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement in this prospectus modifies or supersedes such previous statement and any statement contained in this prospectus shall be deemed to be modified or superseded to the extent that a statement in any document
subsequently filed, which is incorporated by reference in this prospectus, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.
1
We will provide without charge to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon written or oral request of such person, a copy of any or all
of the information that has been incorporated by reference in this prospectus (excluding exhibits, unless such exhibits are specifically incorporated by reference into the information which this prospectus incorporates). Written requests for copies
of such information should be directed to Ark Restaurants Corp., 85 Fifth Avenue, New York, New York 10003, Attention: Secretary. Telephone requests may be directed to the Secretary at (212) 206-8800.
Nothing in this prospectus shall be deemed to incorporate information furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.
2
ARK RESTAURANTS CORP.
COMPANY OVERVIEW
We are a New York corporation formed in 1983. As of the fiscal year ended September 30, 2006, we owned and/or operated 23 restaurants and bars, 25 fast food concepts, catering operations, and
wholesale and retail bakeries through its subsidiaries. Initially our facilities were located only in New York City. As of the fiscal year ended September 30, 2006, seven of our restaurants are located in New York City, four are located in
Washington, D.C., eight are located in Las Vegas, Nevada, two are located in Atlantic City, New Jersey, and two are located at the Foxwoods Resort Casino in Ledyard, Connecticut. As of the fiscal year ended September 30, 2006, our Las Vegas
operations included:
three restaurants within the New York-New York Hotel & Casino Resort, and operation of the
resort's room service, banquet facilities, employee dining room and nine food court
operations;
two restaurants, two bars and three food court facilities at the Venetian Casino Resort; and
one restaurant within the Forum Shops at Caesar's Shopping Center.
In 2004, we established operations in Florida which include five fast food facilities in Tampa, Florida and eight fast food facilities in Hollywood, Florida, each at a Hard Rock Hotel and
Casino operated by the Seminole Indian Tribe at these locations. All pre-opening expenses were borne by outside investors who invested in a limited liability company established to develop, construct, operate and manage these facilities. We are the
managing member of this limited liability company and, through this limited liability company, we lease and manage the operations of each of these facilities in exchange for a monthly management fee equal to five-percent of the gross receipts of
these facilities. Neither we nor any of our subsidiaries contributed any capital to this limited liability company. None of the obligations of this limited liability company are guaranteed by us, and investors in this limited liability company have
no recourse against us or any of our assets.
In December 2005, we established operations in Atlantic City, New Jersey by opening a bar,
Luna Lounge
, and a separate
restaurant, a
Gallagher's Steakhouse
, in the Resorts Atlantic City Hotel and Casino.
During the fiscal year ended September 30, 2006, we established operations at the Foxwoods Resort Casino in Ledyard, Connecticut by opening a restaurant,
The
Fifth Street Cafe
, in its newly expanded poker room in March 2006 and a fast-casual restaurant,
Lucky Seven
, in the Bingo Hall in May 2006.
All pre-opening expenses were borne by outside investors who invested in a limited liability company established to develop, construct, operate and manage these facilities. We are the managing member of this limited liability company and, through
this limited liability company, we lease and manage the operations of each of these facilities in exchange for a monthly management fee equal to five-percent of the gross receipts of these facilities. Neither we nor any of our subsidiaries
contributed any capital to this limited liability company. None of the obligations of this limited liability company are guaranteed by us, and investors in this limited liability company have no recourse against us or any of our assets.
In addition to the shift from a Manhattan-based operation to a multi-city operation, the nature of the facilities we operate has shifted from smaller, neighborhood restaurants to larger,
destination restaurants intended to benefit from high patron traffic attributable to the uniqueness of the restaurant's location. Most of our restaurants which are in operation and which have been opened in recent years are of the latter
description. As of the fiscal year ended September 30, 2006, these include the restaurant operations at the New York-New York Hotel & Casino in Las Vegas, Nevada (1997); the
Stage Deli
located at the Forum Shops in Las Vegas, Nevada;
Red
, located at the South Street Seaport in New York (1998);
Thunder
Grill
in Union Station, Washington, D.C. (1999); two restaurants and four food court facilities at the Venetian Casino Resort in Las Vegas, Nevada (2000); the 13 fast food facilities in Tampa, Florida and
Hollywood, Florida, respectively (2004); the
Gallagher's Steakhouse
and
Luna Lounge
in the Resorts
Atlantic City Hotel and Casino in Atlantic City, New Jersey (2005); and
The Fifth Street Cafe
and the fast-casual restaurant in the Bingo Hall at the Foxwoods Resort Casino in
Ledyard, Connecticut (2006).
3
Further, in September 2006, we entered into an agreement to lease a to be named Mexican restaurant at the to be developed Planet Hollywood Resort and Casino (formerly known as the Aladdin
Resort and Casino) in Las Vegas, Nevada, and entered into an agreement to purchase the restaurant known as the
Durgin Park Restaurant and the Black Horse Tavern
in Boston,
Massachusetts. The obligation to pay rent for the to be named Mexican restaurant is not effective until the restaurant opens for business. We anticipate this restaurant to open during the third quarter of our 2007 fiscal year. We began operating the
Durgin Park Restaurant and the Black Horse Tavern
in January 2007.
Finally, in December 2006, we expanded our operations at the Foxwoods Resort Casino by opening
The Grill At Two Trees
in
the Two Trees Inn, a facility owned by the Mashantucket Pequot Tribal Nation and a part of the Foxwoods Resort Casino, in Ledyard, Connecticut.
The names and themes of each of our restaurants are different except for our two
America
restaurants, two
Sequoia
restaurants, two
Gonzalez Y Gonzalez
restaurants and two
Gallagher's Steakhouse
restaurants. The menus in our restaurants are extensive, offering a wide variety of high quality foods at generally moderate prices. Of our restaurants owned or managed as
of September 30, 2006, only the
Lutece
restaurant may be classified as expensive. The
Lutece
restaurant
was closed effective December 3, 2006. The atmosphere at many of the restaurants is lively and extremely casual. Most of the restaurants have separate bar areas. A majority of our net sales are derived from dinner as opposed to lunch service. Most
of the restaurants are open seven days a week and most serve lunch as well as dinner.
While decor differs from restaurant to restaurant, interiors are marked by distinctive architectural and design elements which often incorporate dramatic interior open spaces and extensive
glass exteriors. The wall treatments, lighting and decorations are typically vivid, unusual and, in some cases, highly theatrical.
Our executive offices are located at 85 Fifth Avenue, New York, New York 10003, and our telephone number is (212) 206-8800. Our website is www.arkrestaurants.com. The information on our website
does not constitute part of this prospectus.
RISK FACTORS
The following are the most significant risk factors applicable to us:
Risks Related To Our Business
Our unfamiliarity with new markets may present risks, which could have a material adverse effect on our future growth and profitability.
Due to higher operating costs caused by temporary inefficiencies typically associated with expanding into new regions and opening new restaurants, such as lack of market awareness and
acceptance and limited availability of experienced staff, continued expansion may result in an increase in our operating costs. New markets may have different competitive conditions, consumer tastes and discretionary spending patterns than our
existing markets, which may cause our restaurants in these new markets to be less successful than our restaurants in our existing markets. We cannot assure you that restaurants in new markets will be successful.
Our ability to open new restaurants efficiently is subject to a number of factors beyond our control, including:
Selection and availability of suitable restaurant sites;
Negotiation of acceptable lease or purchase terms for such sites;
Negotiation of reasonable construction contracts and adequate supervision of construction;
4
Our ability to secure required governmental permits and approvals for both construction and
operation;
Availability of adequate capital;
General economic conditions; and
Adverse weather conditions.
We may not be successful in addressing these factors, which could adversely affect our ability to open new restaurants on a timely basis, or at all. Delays in opening or failures to open new
restaurants could cause our business, results of operations and financial condition to suffer.
Terrorism and war may have material adverse effect on our business.
Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C. on September 11, 2001, and other acts of violence or war in the United States or abroad, such as the war in
Iraq, may affect the markets in which we operate and our business, results of operations and financial conditions. The potential near-term and long-term effects these events may have on our business operations, our customers, the markets in which we
operate and the economy is uncertain. Because the consequences of any terrorist attacks, or any armed conflicts, are unpredictable, we may not be able to foresee events that could have an adverse effect on our markets or our business.
Our profitability is dependent in large measure on food, beverage and supply costs which are not within our control.
Our profitability is dependent in large measure on our ability to anticipate and react to changes in food, beverage and supply costs. Various factors beyond our control, including climatic
changes and government regulations, may affect food and beverage costs. Specifically, our dependence on frequent, timely deliveries of fresh beef, poultry, seafood and produce subjects us to the risks of possible shortages or interruptions in supply
caused by adverse weather or other conditions, which could adversely affect the availability and cost of any such items. We cannot assure you that we will be able to anticipate or react to increasing food and supply costs in the future. The failure
to react to these increases could materially and adversely affect our business, results of operations and financial condition.
The restaurant industry is affected by changes in consumer preferences and discretionary spending patterns that could result in a reduction in our revenues.
Consumer preferences could be affected by health concerns or by specific events such as the outbreak of or scare caused by "mad cow disease", the popularity of the Atkins diet and the
South Beach diet and changes in consumer preferences, such as "carb consciousness". If we were to have to modify our restaurants' menus, we may lose customers who would be less satisfied with a modified menu, and we may not be able to
attract a new customer base to generate the necessary revenues to maintain our income from restaurant operations. A change in our menus may also result in us having different competitors. We may not be able to successfully compete against
established competitors in the general restaurant market. Our success also depends on various factors affecting discretionary consumer spending, including economic conditions, disposable consumer income, consumer confidence and the United States
participation in military activities.
Adverse changes in these factors could reduce our customer base and spending patterns, either of which could reduce our revenues and results of operations.
5
Our geographic concentrations could have a material adverse effect on our business, results of operations and financial condition.
We currently operate in seven regions, New York City, Washington, D.C., Las Vegas, Nevada, Tampa and Hollywood, Florida, Atlantic City, New Jersey, Ledyard, Connecticut and Boston
Massachusetts, and our Las Vegas, Florida, Atlantic City, and Connecticut operations are all located in casinos. As a result, we are particularly susceptible to adverse trends and economic conditions in these markets, including its labor market, and
the casino market in general, which could have a negative impact on our profitability as a whole.
In addition, given our geographic concentration, negative publicity regarding any of our restaurants could have a material adverse effect on our business, results of operations and financial
condition, as could other regional occurrences such as acts of terrorism, local strikes, natural disasters or changes in laws or regulations.
Our operating results may fluctuate significantly due to seasonality and other factors beyond our control.
Our business is subject to seasonal fluctuations, which may vary greatly depending upon the region of the United States in which a particular restaurant is located. In addition to seasonality,
our quarterly and annual operating results and comparable unit sales may fluctuate significantly as a result of a variety of factors, including:
The amount of sales contributed by new and existing restaurants;
The timing of new openings;
Increases in the cost of key food or beverage products;
Labor costs for our personnel;
Our ability to achieve and sustain profitability on a quarterly or annual basis;
Adverse weather;
Consumer confidence and changes in consumer preferences;
Health concerns, including adverse publicity concerning food-related illness;
The level of competition from existing or new competitors;
Economic conditions generally and in each of the market in which we are located; and
Acceptance of a new or modified concept in each of the new markets in which we could be
located.
These fluctuations make it difficult for us to predict and address in a timely manner factors that may have a negative impact on our business, results of operations and financial condition.
Any expansion may strain our infrastructure, which could slow restaurant development.
Any expansion may place a strain on our management systems, financial controls, and information systems. To manage growth effectively, we must maintain the high level of quality and service at
our existing and future restaurants. We must also continue to enhance our operational, information, financial and management systems and locate, hire, train and retain qualified personnel, particularly restaurant managers. We cannot predict whether
we will be able to respond on a timely basis to all of the changing demands that any expansion will impose on management and those systems and controls. If we are not able to effectively manage any one or more of these or other aspects of expansion,
our business, results of operations and financial condition could be materially adversely affected.
6
We could face labor shortages, increased labor costs and other adverse effects of varying labor conditions.
The development and success of our restaurants depend, in large part, on the efforts, abilities, experience and reputations of the general managers and chefs at such restaurants. In addition,
our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees, including restaurant managers, kitchen staff and wait staff. Qualified individuals needed to fill these positions are in short
supply and the inability to recruit and retain such individuals may delay the planned openings of new restaurants or result in high employee turnover in existing restaurants. A significant delay in finding qualified employees or high turnover of
existing employees could materially and adversely affect our business, results of operations and financial condition. Also, competition for qualified employees could require us to pay higher wages to attract sufficient qualified employees, which
could result in higher, labor costs. In addition, increases in the minimum hourly wage, employment tax rates and levies, related benefits costs, including health insurance, and similar matters over which we have no control may increase our operating
costs.
Unanticipated costs or delays in the development or construction of future restaurants could prevent our timely and cost-effective opening of new restaurants.
We depend on contractors and real estate developers to construct our restaurants. Many factors may adversely affect the cost and time associated with the development and construction of our
restaurants, including:
Labor disputes;
Shortages of materials or skilled labor;
Adverse weather conditions;
Unforeseen engineering problems;
Environmental problems;
Construction or zoning problems;
Local government regulations;
Modifications in design; and
Other unanticipated increases in costs.
Any of these factors could give rise to delays or cost overruns, which may prevent us from developing additional restaurants within our anticipated budgets or time periods or at all. Any such
failure could cause our business, results of operations and financial condition to suffer.
We may not be able to obtain and maintain necessary federal, state and local permits which could delay or prevent the opening of future restaurants.
Our business is subject to extensive federal, state and local government regulations, including regulations relating to:
Alcoholic beverage control;
The purchase, preparation and sale of food;
Public health and safety;
Sanitation, building, zoning and fire codes; and
7
Employment and related tax matters.
All of these regulations impact not only our current operations but also our ability to open future restaurants. We will be required to comply with applicable state and local regulations in new
locations into which we expand.
Any difficulties, delays or failures in obtaining licenses, permits or approvals in such new locations could delay or prevent the opening of a restaurant in a particular area or reduce
operations at an existing location, either of which would materially and adversely affect our business, results of operations and financial condition.
The restaurant industry is affected by litigation and publicity concerning food quality, health and other issues, which can cause guests to avoid our restaurants and result in liabilities.
Health concerns, including adverse publicity concerning food-related illness, although not specifically related to our restaurants, could cause guests to avoid our restaurants, which would have
a negative impact on our sales. We may also be the subject of complaints or litigation from guests alleging food-related illness, injuries suffered on the premises or other food quality, health or operational concerns. A lawsuit or claim could
result in an adverse decision against us that could have a material adverse effect on our business and results of operations. We may also be subject to litigation which, regardless of the outcome, could result in adverse publicity. Adverse publicity
resulting from such allegations may materially adversely affect us and our restaurants, regardless of whether such allegations are true or whether we are ultimately held liable. Such litigation, adverse publicity or damages could have a material
adverse effect on our competitive position, business, results of operations and financial condition and results of operations.
Many of our operations are located in casinos and much of our success will be dependent on the success of those casinos.
The success of the business of our restaurants located in Las Vegas, Nevada, Atlantic City, New Jersey, Tampa and Hollywood, Florida, and Ledyard, Connecticut will be substantially dependent on
the success of the casinos in which the company operates in these locations to attract customers for themselves and for our restaurants. The successful operation of the casinos in these locations is subject to various risks and uncertainties
including:
The risk associated with governmental approvals of gaming;
The risk of a change in laws regulating gaming operations;
Operating in a limited market;
Competitive risks relating to casino operations; and
Risks of terrorism and war.
Risks Related To Our Common Stock
The fact that a relatively small number of investors hold our publicly traded common stock could cause our stock price to fluctuate.
The market price of our common stock could fluctuate as a result of sales by our existing stockholders of a large number of shares of our common stock in the market or the perception that such
sales could occur. A large number of shares of our common stock is concentrated in the hands of a small number of individual and institutional investors and is thinly traded. An attempt to sell by a large holder could adversely affect the price of
our stock.
8
Ownership of approximately 66% of our outstanding common stock by twelve stockholders will limit your ability to influence corporate matters.
A substantial majority of our capital stock is held by a limited number of stockholders. Twelve stockholders, including our officers and directors and parties affiliated with or related to such
persons or to us, own approximately 66% of the shares of common stock outstanding. Accordingly, such stockholders will likely have a strong influence on major decisions of corporate policy, and the outcome of any major transaction or other matters
submitted to our stockholders or board of directors, including potential mergers or acquisitions, and amendments to our Amended and Restated Certificate of Incorporation.
Stockholders other than these principal stockholders are therefore likely to have little influence on decisions regarding such matters.
The price of our common stock may fluctuate significantly.
The price at which our common stock will trade may fluctuate significantly. The stock market has from time to time experienced significant price and volume fluctuations. The trading price of
our common stock could be subject to wide fluctuations in response to a number of factors, including:
Fluctuations in quarterly or annual results of operations;
Changes in published earnings estimates by analysts and whether our actual earnings meet or
exceed such estimates;
Additions or departures of key personnel; and
Changes in overall stock market conditions, including the stock prices of other restaurant
companies.
In the past, companies that have experienced extreme fluctuations in the market price of their stock have been the subject of securities class action litigation. If we were to be subject to
such litigation, it could result in substantial costs and a diversion of our management's attention and resources, which may have a material adverse effect on our business, results of operations, and financial condition.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares offered by this prospectus. However, we expect to use the proceeds from the exercise of the options for working capital and
other general corporate purposes.
SELLING STOCKHOLDERS
The shares offered by this prospectus are being registered for reoffers and resales by the selling stockholders, who have acquired or may acquire such shares pursuant to the exercise of
options. The selling stockholders named below may resell all, a portion or none of such shares from time to time.
Number of
Percentage of
Number of
Number of
Percentage of
shares owned
shares owned
shares to be
shares owned
shares owned
Selling Stockholders
before sale
(1)
before sale
(2)
sold
(3)
after sale
after sale
Michael Weinstein
1,094,498
(4)
30.2%
37,500
1,056,998
29.5%
(Chairman, President and
Chief Executive Officer)
Robert Towers
47,300
(5)
1.3%
27,500
19,800
*
(Executive Vice President,
Treasurer, Chief Operating
Officer and Director)
9
Number of
Percentage of
Number of
Number of
Percentage of
shares owned
shares owned
shares to be
shares owned
shares owned
Selling Stockholders
before sale
(1)
before sale
(2)
sold
(3)
after sale
after sale
Vincent Pascal
64,308
(6)
1.8
27,500
36,808
1.0%
(Senior Vice President and
Director)
Paul Gordon
34,000
(6)
*
27,500
6,500
*
(Senior Vice President)
Robert Stewart
28,800
(6)
*
27,500
1,300
*
(Chief Financial Officer)
Marcia Allen
5,000
(7)
*
5,000
–
–
(Director)
Bruce R. Lewin
271,666
(8)
7.6%
5,000
266,666
7.4%
(Director)
Steven Shulman
14,300
(7)
*
5,000
–
*
(Director)
Arthur Stainman
51,000
(9)
1.4%
5,000
–
1.3%
(Director)
Stephen Novick
5,000
(7)
*
5,000
–
–
(Director)
* Represents less than 1% of the issued and outstanding common stock.
(1)   Unless indicated, we believe that all persons
named in the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. For purposes of this table,
a person is  deemed to be the beneficial owner of all common stock that he has
the right to acquire, regardless of whether such right is presently exercisable.
Each beneficial owner's percentage ownership is determined by assuming that
rights to acquire  shares of common stock that are held by such person (but not
those held by any other person) have been exercised.
(2)   Based
on 3,581,799 shares of common stock outstanding as of July 26, 2007.
(3)   Does not represent shares that may be acquired pursuant to the exercise of options to be granted in the future under the 2004 Stock Option Plan and subsequently sold pursuant to this prospectus.
(4)   Includes 20,849 shares owned by The Weinstein Foundation, a private foundation of which Mr. Weinstein acts as trustee and as to which shares Mr. Weinstein has shared investment and shared voting power, and 12,500 shares
issuable pursuant to stock options exercisable within 60 days after the date of this prospectus. Also includes 25,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of this prospectus.
(5)   Includes 900 shares owned by Mr. Tower's spouse in her IRA and 17,500 shares issuable pursuant to stock options exercisable within 60 days after the date of this prospectus. Also includes 10,000 shares issuable
pursuant to stock options that are not exercisable within 60 days after the date of this prospectus.
(6)   Includes 17,500 shares issuable pursuant to stock options exercisable within 60 days after the date of this prospectus. Also includes 10,000 shares issuable pursuant to stock options that are not exercisable within 60
days after the date of this prospectus.
(7)  Includes 5,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of this prospectus.
10
(8)   Includes 1,500 shares owned by Mr. Lewin in his Individual Retirement Account ("IRA"). Also includes 5,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of
this prospectus.
(9)   Includes 11,800 shares owned by Mr. Stainman's spouse and 11,700 shares held by investment advisory clients of First Manhattan Co. ("FMC"), as to which FMC and Mr. Stainman, in his capacity as Managing
Member of First Manhattan LLC, the sole general partner of FMC, share dispositive and voting power. Also includes 5,000 shares issuable pursuant to stock options that are not exercisable within 60 days after the date of this prospectus.
PLAN OF DISTRIBUTION
The shares may be sold or transferred for value by the selling stockholders, or by pledgees, donees, transferees or other successors in interest to the selling stockholders, in one or more
transactions on the Nasdaq Global Market (or any successor stock exchange), in negotiated transactions or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices
or at prices otherwise negotiated. The selling stockholders may effect such transactions by selling the shares to or through brokers-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling stockholders and/or the purchasers of the shares for whom such broker-dealers may act as agent (which compensation may be less than or in excess of customary commissions). The selling stockholders, and any broker-dealers
that participate in the distribution of the shares, may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by them and any profit on the resale of the shares sold by them
may be deemed to be underwriting discounts and commissions under the Securities Act. All selling and other expenses incurred by individual selling stockholders will be borne by such selling stockholders.
Upon our being notified by a selling stockholder that any material arrangement has been entered into with a broker or dealer for the sale of shares through a secondary distribution, or a
purchase by a broker or dealer, we will file a prospectus supplement, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (a) the name of each of such selling stockholder and the participating broker-dealers, (b) the number of
shares involved, (c) the price at which such shares are being sold, (d) the commissions paid or the discounts or concessions allowed to such broker-dealers, (e) where applicable, that such broker-dealers did not conduct any investigation to verify
the information set out or incorporated by reference in the prospectus, as supplemented, and (f) other facts material to the transaction.
In addition to any such number of shares sold hereunder, a selling stockholder may, at the same time, sell any shares of common stock, including the shares offered by this prospectus, owned by
such person in compliance with all of the requirements of Rule 144 under the Securities Act, regardless of whether such shares are covered by this prospectus.
There is no assurance that any of the selling stockholders will sell any or all of the shares offered by this prospectus.
We will pay all expenses in connection with this offering, other than commissions and discounts of underwriters, dealers or agents.
LEGAL MATTERS
Seyfarth Shaw LLP, Washington, D.C., will pass upon the validity of the shares of our common stock.
11
EXPERTS
The consolidated financial statements incorporated in this prospectus by reference have been incorporated in reliance on the report of J.H. Cohn LLP, our independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting.
SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the company pursuant to the foregoing provisions, we
have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
12
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the SEC by Ark Restaurants Corp. pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this registration statement:
(a)
Annual Report on Form 10-K for the fiscal year ended September 30, 2006.
(b)
Quarterly Reports on Form 10-Q for the quarters ended December 30, 2006 and March 31, 2007;
(c)
Current Reports on Form 8-K filed on October 10, 2006, December 4, 2006, December 20, 2006, February 13, 2007, April 12, 2007, May 15, 2007, May 23, 2007 and July 25, 2007;
(d)
The description of the registrant's common stock contained in its registration statement on Form S-18, Registration Statement No. 33-00964.
All documents the registrant files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this Registration Statement 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.
Nothing in this Registration Statement shall be deemed to incorporate information
  furnished to but not filed with the SEC pursuant to Item 2.02 or Item 7.01
of Form 8-K.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
(A) The registrant's authority to indemnify its officers and directors is governed by the provisions of Sections 721 through 726 of the Business Corporation Law of the State of New York (the "BCL"), by the
Certificate of Incorporation of the registrant, and by the registrant's By-laws.
(B) The Certificate of Incorporation of the registrant provides as follows:
The personal liability of the directors of the Corporation to the Corporation or its shareholders for damages for any breach of duty as a director is hereby eliminated to the fullest extent permitted by the Business
Corporation Law of the State of New York as the same may be amended and supplemented. The Corporation shall, to the fullest extent permitted by the New York Business Corporation Law, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law, and the indemnification
II-1
provided for herein shall not be deemed exclusive of any other rights to which any indemnified person may be entitled under any by-laws, agreement, vote of shareholders or directors or otherwise, both as to action in his
    official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of heirs, executors and administrators of
    such person.
(C)  Article
          V, Section 4 of the registrant's
    By-Laws provides as follows:
The Corporation shall, to the fullest extent permitted by the New York Business Corporation Law as amended or supplemented, indemnify any and all persons whom it shall have power to indemnify under said law from and against
          any and all of the expenses, liabilities or other matters referred to in or covered by said law.
The Corporation may enter into indemnification agreements with any officers, directors or other persons whom it shall have power to indemnify, when and as determined by the Board of Directors.
(D) The Board of Directors
of the registrant authorized the registrant to enter into indemnity agreements
with officers and directors of the registrant when and as determined by the Board
of Directors. Pursuant to the foregoing authority, the registrant has entered
into indemnity agreements with each of its directors and certain of its officers.
The indemnity agreements obligate the registrant to provide the maximum protection allowed under the BCL. The indemnity agreements supplement and increase the protection afforded to officers and directors under the
Certificate of Incorporation in the following respects:
1. The indemnity agreements establish the presumption that the officer or director has met the standard of conduct required for indemnification, as prescribed under the BCL. Indemnification will be made unless the Board of
    Directors, independent legal counsel or the stockholders of the registrant determines that the applicable standard of conduct has not been met.
2. The indemnity agreements provide that litigation expenses shall be paid promptly by the registrant as they are incurred or shall be advanced on behalf of the officer or director as may be appropriate against delivery of
  invoices therefor in advance of indemnification, provided that if it is ultimately determined that such officer or director is not entitled to indemnification for such expenses he or she shall promptly repay such amounts to the registrant.
3. In the event of a determination by the Board of Directors, independent legal counsel or the stockholders of the registrant that an officer or director did not meet the standard of conduct required for indemnification,
  the indemnity agreements allow such officer or director to contest this determination by petitioning a court to make an independent determination of whether such officer or director is entitled to indemnification under the indemnity agreements.
4. The indemnity agreements explicitly provide for partial indemnification of costs and expenses in the event that an officer or director is not entitled to full indemnification under the terms of the indemnity agreements.
5. The indemnity agreements cannot be unilaterally modified or amended by the registrant, the Board of Directors or the stockholders of the registrant.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers and directors pursuant to the provisions described above or otherwise, we have been advised that, in the opinion of
the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
II-2
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
4.1
2004 Stock Option Plan (incorporated by reference to Attachment B to the registrant's definitive Proxy Statement on Schedule 14A with respect to the 2004 Annual Meeting of Shareholders, filed on January 29, 2004)
4.2
Form of option agreement
5.1
Opinion of Seyfarth Shaw LLP on legality
23.1
Consent of Independent Registered Public Accounting Firm
23.2
Consent of Seyfarth Shaw LLP (included in Exhibit 5.1)
24.1
Power of Attorney (included on signature page to this registration statement)
Item 9. Undertakings.
(a)  The undersigned registrant will:
(1)  File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i)  Include
any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)  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 together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)  Include any additional or changed material information on the plan of distribution. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)  For determining liability
under the Securities Act, treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona  fide offering.
(3)  File a post-effective
amendment to remove from registration any of the securities that remain unsold
at the end of the offering.
II-3
(4)  For determining liability
of the undersigned registrant under the Securities Act to any purchaser in the
initial distribution of the securities, the undersigned registrant undertakes
that in a primary offering of  securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the  following communications, the undersigned
registrant will be a seller to the purchaser and will be considered to offer
or sell such securities to such purchaser:
(i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and
(iv)  Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'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 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 of 1933 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 SEC 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 New York, New York, on August 13, 2007
ARK RESTAURANTS CORP.
By:
/s/ Michael
    Weinstein
Name: Michael Weinstein
Title: President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints Michael Weinstein and Michael P. Buck, and
each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for him and in his name, place and stead, in any and all capacities (until revoked in writing), to sign any and 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 attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and necessary to be done as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute or 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 and on the dates stated.
SIGNATURE
TITLE
DATE
Chairman, President and Chief
August 13, 2007
/s/ Michael
    Weinstein
Executive Officer
Michael Weinstein
/s/ Vincent
    Pascal
Senior Vice President and Director
August 13, 2007
Vincent Pascal
Executive Vice President, Treasurer,
/s/ Robert
    Towers
Chief Operating Officer and
August 13, 2007
Robert Towers
Director
/s/ Robert
    Stewart
Chief Financial Officer
August 13, 2007
Robert Stewart
/s/ Marcia
    Allen
Director
August 13, 2007
Marcia Allen
/s/ Steven
    Shulman
Director
August 13, 2007
Steven Shulman
/s/ Paul
    Gordon
Senior Vice President and Director
August 13, 2007
Paul Gordon
/s/ Bruce
    R. Lewin
Director
August 13, 2007
Bruce R. Lewin
/s/ Arthur
    Stainman
Director
August 13, 2007
Arthur Stainman
/s/ Stephen
    Novick
Director
August 13, 2007
Stephen Novick
The following exhibits are filed herewith or by incorporation by reference as part of this Registration Statement on Form S-8:
Exhibit No.
Description
4.1
2004 Stock Option Plan *
4.2
Form of option agreement **
5.1
Opinion on legality **
23.1
Consent of Independent Registered Public Accounting Firm **
23.2
Consent of Seyfarth Shaw LLP (included in Exhibit 5.1)
24.1
Power of Attorney (included
on signature page to this registration statement)
*    Previously filed
**  Filed herewith