File No. 333-_______        

As filed with the Securities and Exchange Commission on October 28, 2011
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

THE MARCUS CORPORATION
(Exact name of Registrant as specified in its charter)
Wisconsin
 
39-1139844
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
100 East Wisconsin Avenue, Suite 1900
Milwaukee, Wisconsin
 
 
53202-4125
(Address of principal executive offices)
 
(Zip Code)

THE MARCUS CORPORATION 2004 EQUITY AND INCENTIVE AWARDS PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
Thomas F. Kissinger
Copy to:
Vice President, General Counsel and Secretary
Steven R. Barth
The Marcus Corporation
Spencer T. Moats
100 East Wisconsin Avenue, Suite 900
Foley & Lardner LLP
Milwaukee, Wisconsin  53202-4125
777 East Wisconsin Avenue
(414) 905-1000
Milwaukee, Wisconsin  53202
(Name, address and telephone number of agent for service)
 (414) 271-2400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):
Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨
Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE
 
 
Title of Securities
 to be Registered
 
 
 
Amount to
be Registered
   
Proposed
Maximum
Offering Price
Per Share
   
Proposed
Maximum
Aggregate
Offering Price
   
 
Amount of
Registration Fee
 
Common Stock, par value $1.00 per share
 
2,074,318 shares (1)(2)
    $ 11.69 (3)     $ 24,248,777.42 (3)     $ 2,778.91  
 
(1)
Amount includes 200,000 shares of The Marcus Corporation common stock subject to equity awards granted under The Marcus Corporation 2004 Equity Incentive Plan, The Marcus Corporation 1995 Equity Incentive Plan and The Marcus Corporation 1994 Nonemployee Director Stock Option Plan as of October 28, 2011 that may, in accordance with the provisions of The Marcus Corporation 2004 Equity and Incentive Awards Plan, as amended and restated, become available for the purpose of granting equity awards under The Marcus Corporation 2004 Equity and Incentive Awards Plan, as amended and restated.
 
(2)
Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares of The Marcus Corporation common stock that may become issuable in accordance with the adjustment and anti-dilution provisions of The Marcus Corporation 2004 Equity and Incentive Awards Plan, as amended and restated.
 
(3)
Determined in accordance with Rules 457(c) and 457(h), the registration fee calculation is based on the average of the high and low prices of The Marcus Corporation common stock as reported on the New York Stock Exchange on October 24, 2011.

 
 
 

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents constituting Part I of this Registration Statement will be sent or given to participants in The Marcus Corporation 2004 Equity and Incentive Awards Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended.

PART II 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.
Incorporation of Documents by Reference.

The following documents, filed by The Marcus Corporation (the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:

(a)           The Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2011;

(b)           The Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 25, 2011;

(c)           The Company’s Current Reports on Form 8-K dated October 12, 2011 and October 25, 2011; and

(d)           The description of the Company’s common stock contained in the Company’s Form 8-A dated August 22, 1994, including any amendment or report filed for the purpose of updating such description.

All other documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated herein by reference shall be deemed to be modified or superseded for the purpose of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is, or is deemed to be, incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. 
Description of Securities.

Not applicable.

Item 5. 
Interests of Named Experts and Counsel.

None.

 
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Item 6. 
Indemnification of Directors and Officers.

Article VIII of the Company’s By-Laws requires that it must, to the fullest extent permitted or required by the Wisconsin Business Corporation Law (“WBCL”), including any amendments to the WBCL (but only to the extent an amendment permits or requires the Company to provide broader indemnification rights than prior to the amendment), indemnify a director or officer of the Company against all liabilities, and pay or reimburse all reasonable expenses, incurred by or on behalf of such director or officer in connection with any proceeding to which such director or officer is a party because he or she is a director or officer.  The Company must also indemnify an employee who is not a director or officer, to the extent that the employee has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party to the proceeding because he or she is or was an employee.  The Company may, but is not required to, supplement the rights to indemnification against liabilities and allowance of expenses under this paragraph by the purchase of insurance on behalf of any one or more of the directors, officers or employees, whether or not it would be required or permitted to indemnify or allow expenses to a director, officer or employee.

The indemnification provided by the WBCL and the Company’s By-Laws is not exclusive of any other rights to which a director or officer may be entitled.  The general effect of the indemnification provisions may be to reduce the circumstances in which an officer or director may be required to bear the economic burden of the liabilities and expense.

The Company maintains a liability insurance policy for its directors and officers as permitted by Wisconsin law that may extend to, among other things, liability arising under the Securities Act of 1933.

Item 7. 
Exemption from Registration Claimed.

Not applicable.

Item 8. 
Exhibits.

The exhibits filed herewith or incorporated herein by reference are set forth in the attached Exhibit Index.

Item 9. 
Undertakings.

(a)           The undersigned Registrant hereby undertakes:
 
(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 
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provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement; and

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the 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 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 Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act of 1933;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

(iv)  Any other communication that is an offer in the offering made by the Registrant to the purchaser.

(b)           The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

 
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(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on October 28, 2011.

 
THE MARCUS CORPORATION
     
     
 
By:
/s/ Gregory S. Marcus
   
Gregory S. Marcus
   
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on October 28, 2011.

SIGNATURE
 
TITLE
     
/s/ Gregory S. Marcus
 
President and Chief Executive Officer
Gregory S. Marcus
 
(Principal Executive Officer) and Director
     
/s/ Douglas A. Neis
 
Chief Financial Officer and Treasurer
Douglas A. Neis
 
 (Principal Financial Officer and
Accounting Officer)
     
*
 
Chairman and Director
Stephen H. Marcus
   
     
*
 
Director
Diane Marcus Gershowitz
   
     
*
 
Director
Daniel F. McKeithan, Jr.
   
     
*
 
Director
Allan H. Selig
   
     
*
 
Director
Timothy E. Hoeksema
   
     
*
 
Director
Bruce J. Olson
   
     
*
 
Director
Philip L. Milstein
   
     
*
 
Director
Bronson J. Haase
   
 
*
 
Director
James D. Ericson
   

*By:
   /s/ Gregory S. Marcus
 
 
Gregory S. Marcus
 
 
Attorney-in-Fact
 
 
 
6
 
 
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8

Exhibit Number
 
Description
     
4.1
 
The Marcus Corporation 2004 Equity and Incentive Awards Plan.  [Incorporated by reference to Attachment A to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on September 2, 2011.]
     
4.2
 
The Marcus Corporation 2004 Equity and Incentive Awards Plan Stock Option Award Agreement.
     
4.3
 
Restated Articles of Incorporation.  [Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 13, 1997.]
     
4.4
 
Bylaws, as amended.  [Incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 27, 2008.]
     
4.5
 
The Marcus Corporation Note Purchase Agreement dated October 25, 1996.  [Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 14, 1996.]
     
4.6
 
First Supplement to Note Purchase Agreements dated May 15, 1998.  [Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 28, 1998.]
     
4.7
 
Second Supplement to Note Purchase Agreements dated May 7, 1999.  [Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended May 27, 1999.]
     
4.8
 
Third Supplement to Note Purchase Agreements dated April 1, 2002.  [Incorporated by reference to Exhibit 4.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2002.]
     
4.9
 
The Marcus Corporation Note Purchase Agreement dated April 17, 2008.  [Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 17, 2008.]
     
4.10
 
Amended and Restated Credit Agreement dated April 18, 2008 by and among The Marcus Corporation, U.S. Bank National Association, J.P. Morgan Securities Inc., Bank of America, N.A., Wells Fargo Bank, N.A., JPMorgan Chase Bank, N.A, and the other financial institutions party thereto.  [Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 17, 2008.]
 
   
Other than as set forth in Exhibits 4.5, 4.6, 4.7, 4.8, 4.9 and 4.10, the Company has numerous instruments which define the rights of holders of long-term debt.  These instruments, primarily promissory notes, have arisen from the purchase of operating properties in the ordinary course of business.  These instruments are not being filed with this Form S-8 in reliance upon Item 601(b)(4)(iii) of Regulation S-K.  Copies of these instruments will be furnished to the Securities and Exchange Commission upon request.
 
 
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Exhibit Number   Description
     
5
 
Opinion of Foley & Lardner LLP.
     
23.1
 
Consent of Foley & Lardner LLP (included in Exhibit 5).
     
23.2
 
Consent of Deloitte & Touche LLP.
     
24
 
Powers of Attorney.

 
8
 


[Employee]
THE MARCUS CORPORATION
2004 EQUITY AND INCENTIVE AWARDS PLAN
STOCK OPTION AWARD

You have been granted an option (this “Option”) to purchase shares of common stock of The Marcus Corporation (the “Company”) under The Marcus Corporation 2004 Equity And Incentive Awards Plan, as amended and restated (the “Plan”), with the following terms and conditions:

Overview of Option:
 
 
See the cover page for the Grant Date, the number of Options granted, and the Option Price per Share.
 
Expiration Date:
 
This Option will expire upon the close of business at the Company headquarters on the Expiration Date listed on the cover page, subject to earlier termination as described under “Termination of Employment” below.
 
Vesting Schedule:
 
This Option will vest and become exercisable as set forth on the cover page.
 
This Option will become fully vested if you die while employed by the Company or a subsidiary.  Upon any other termination of employment from the Company or a subsidiary, you will forfeit the portion of this Option that is not vested as of the date of your termination.
 
Manner of Exercise:
 
You may exercise this Option only to the extent vested and only if this Option has not expired or terminated.  During your lifetime, only you (or your legal representative in the event of your disability) may exercise this Option.  If someone else wants to exercise this Option after your death, that person must contact the Secretary of the Company and prove to the Company’s satisfaction that he or she is entitled to do so.
 
To exercise this Option, you must provide notice to the Secretary of the Company on such form as the Secretary prescribes.  Your notice must be accompanied by payment of the aggregate option price: (1) in cash; (2) by check or money order made payable to the Company; (3) by delivering previously owned Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank (which will be valued at their Fair Market Value on the date of exercise); (4) by delivering Shares (which will be valued at their Fair Market Value on the date of exercise) otherwise receivable upon exercise of this Option; or (5) any combination of the foregoing.  If, and to the extent, you have not exercised this Option on its Expiration Date and the Fair Market Value of the Shares to which this Option relates exceeds the exercise price thereof, then this Option will be automatically exercised on your behalf through the method described in clause (4) above to the extent this Option is otherwise vested.  If this Option is designated on the cover page as an Incentive Stock Option, then this Option will be treated for tax purposes as a Non-Qualified Stock Option if alternative (4) above is used to pay the aggregate option price.
 
Your ability to exercise this Option may be restricted by the Company if required by applicable law.
 
 
 
 
 

Termination of Employment:
 
If your employment with the Company or a subsidiary terminates for other than “Cause” (as defined below), this Option will terminate upon the close of business at the Company headquarters as follows:
 
·              If your employment terminates as a result of death, Disability (as defined below) or Retirement (as defined below), this Option will terminate one hundred and eighty (180) days after the date of your termination of employment.
 
·             If your employment terminates for any other reason, this Option will terminate ninety (90) days after the date of your termination of employment.
 
For purposes hereof, “Disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of at least twelve (12) months.  For purposes hereof, “Retirement” means termination of employment from the Company or a subsidiary on or after meeting the age and service requirements for early or normal retirement under a defined benefit pension plan in which you participate as an employee of the Company or a subsidiary, or as defined under the Company’s or subsidiary’s retirement policy.
 
If your employment is terminated for Cause, this entire Option (whether vested or nonvested) will immediately terminate. For this purpose, (1) if you are subject to an employment agreement with the Company or an affiliate that includes a definition of “Cause,” that definition shall apply for purposes hereof, or (2) in any other case, “Cause” means any act or omission that is deemed contrary to the interests of the Company or any subsidiary or not in the interests of the Company or any subsidiary, as determined by the Board of Directors or Committee.
 
However, in no event will this Option be exercisable after its Expiration Date.
 
Tax Withholding:
 
If this Option is designated on the cover page as an Incentive Stock Option (unless you exercise this Option by delivering Shares otherwise receivable upon exercise of this Option), no withholding taxes are due upon exercise.
 
If this Option is designated on the cover page as a Nonqualified Stock Option (or if this Option is designated as an Incentive Stock Option and you exercise this Option by delivering Shares otherwise receivable upon exercise of this Option), at the time of exercising this Option, you must pay to the Company the amount of withholding taxes due as a result of the exercise.  You may pay the withholding taxes due: (1) in cash; (2) by check or money order made payable to the Company; (3) by delivering previously owned Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank (which will be valued at their Fair Market Value on the date of exercise); (4) by delivering Shares (which will be valued at their Fair Market Value on the date of exercise) otherwise receivable upon exercise of this Option; or (5) any combination of the foregoing.  The Company may also permit you to pay the withholding taxes by other means, such as deductions from your paycheck.
 
 
 
2
 
 
Transferability:
 
You may not transfer or assign this Option for any reason, other than under your will or as required by intestate laws, unless otherwise permitted by the Committee.  Any attempted transfer or assignment will be null and void.
 
Restrictions on Resale:
 
By accepting this Option, you agree not to sell any Shares acquired under this Option at a time when applicable laws, Company policies (including, without limitation, the Company’s insider trading policy) or an agreement between the Company and its underwriters prohibit a sale.
 
Notice of Share Disposition
 
If this Option is designated on the cover page as an Incentive Stock Option (unless you exercise this Option by delivering Shares otherwise receivable upon exercise of this Option), and if you sell or otherwise dispose of any of the Shares acquired pursuant to this Option on or before the later of (1) the date two years after the Grant Date, or (2) the date one year after the date of exercise, then you must immediately notify the Company in writing of such disposition.
 
Optionee Rights:
 
You are not considered a Company shareholder until you exercise this Option, pay all withholding taxes due, and receive a certificate for the Shares.  Shares issued under this Option will be fully paid and nonassessable by the Company.  The grant of this Option does not confer on you any right to continue in employment with the Company or a subsidiary.  The Company or subsidiary may terminate your employment at any time for any reason.
 
Recoupment; Rescission of Exercise:
 
If the Committee determines that recoupment of incentive compensation paid to you pursuant to this Option is required under any law or any recoupment policy of the Company or any Affiliate, then this Option will terminate immediately on the date of such determination to the extent required by such law or recoupment policy, any prior exercise of this Option may be deemed to be rescinded, and the Committee may recoup any such incentive compensation in accordance with such recoupment policy or as required by law.  The Company and any Affiliate shall have the right to offset against any amounts due to you any amounts owed by you hereunder and any exercise price or withholding amount tendered by you with respect to this Option.
 
Committee Authority:
 
By accepting this Option, you agree (including on behalf of your legal representatives or beneficiaries) that the Plan and this Option are subject to discretionary interpretation by the Committee and that any such interpretation is final, binding and conclusive on all parties.  In addition, the Committee may amend, modify or cancel any terms and conditions applicable to this Option at any time as permitted by the Plan, including accelerating the vesting of this Option.  Such amendments, modifications or cancellations must be by mutual agreement between the Committee and you or any other person(s) as may then have an interest in this Option except to the extent the Plan permits such actions to be taken by the Committee without consent.
 
This Option is granted under and governed by the terms and conditions of the Plan.  Additional provisions regarding this Option and definitions of capitalized terms used and not defined in this Option can be found in the Plan.
 
 
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ATTORNEYS AT LAW
   
 
777 EAST WISCONSIN AVENUE
   
MILWAUKEE, WI  53202-5306
   
414.271.2400 TEL
   
414.297.4900 FAX
   
www.foley.com
     
   
CLIENT/MATTER NUMBER
October 28, 2011
 
052560-0725

The Marcus Corporation
100 East Wisconsin Avenue, Suite 1900
Milwaukee, WI 53202-4125

Ladies and Gentlemen:
 
We have acted as counsel for The Marcus Corporation, a Wisconsin corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to 1,700,000 shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”), which may be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, as amended and restated (the “Plan”).
 
In connection with our representation, we have examined: (a) the Plan and related documents; (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Restated Articles of Incorporation and By-Laws of the Company, each as amended to date; (d) the resolutions of the Company’s Board of Directors relating to the Plan and the issuance of Common Stock thereunder; and (e) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion.
 
In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
 
Based on the foregoing, we are of the opinion that the shares of Common Stock, when issued by the Company pursuant to the terms and conditions of the Plan and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. With respect to the foregoing opinion, at one time Section 180.0622(2)(b) of the Wisconsin Business Corporation Law imposed personal liability upon shareholders for debts owing to employees of the Company for services performed, but not exceeding six months’ service in any one case. This statutory provision was repealed by 2005 Wisconsin Act 474, which provided that the repeal applies to debts incurred on or after June 14, 2006.
 
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
 
 
Very truly yours,
   
 
/s/ Foley & Lardner LLP
   
 
FOLEY & LARDNER LLP
 
 
BOSTON
 
JACKSONVILLE
 
MILWAUKEE
 
SAN DIEGO
 
SILICON VALLEY
 
BRUSSELS
 
LOS ANGELES
 
NEW YORK
 
SAN DIEGO/DEL MAR
 
TALLAHASSEE
 
CHICAGO
 
MADISON
 
ORLANDO
 
SAN FRANCISCO
 
TAMPA
 
DETROIT
 
MIAMI
 
SACRAMENTO
 
SHANGHAI
 
TOKYO
                  WASHINGTON, D.C.
 
 
 
 


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 9, 2011, relating to the financial statements of The Marcus Corporation and the effectiveness of The Marcus Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Marcus Corporation for the year ended May 26, 2011.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin
October 28, 2011
 
 
 
 

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Stephen H. Marcus
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Stephen H. Marcus
 
Stephen H. Marcus
 
 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Diane Marcus Gershowitz
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Diane Marcus Gershowitz
 
Diane Marcus Gershowitz
 
 
 
 

POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Daniel F. McKeithan, Jr.
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Daniel F. McKeithan, Jr.
 
Daniel F. McKeithan, Jr.
 
 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Allan H. Selig
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Allan H. Selig
 
Allan H. Selig
 
 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Timothy E. Hoeksema
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Timothy E. Hoeksema
 
Timothy E. Hoeksema
 
 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Bruce J. Olson
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Bruce J. Olson
 
Bruce J. Olson
 
 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Philip L. Milstein
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Philip L. Milstein
 
Philip L. Milstein
 
 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
Bronson J. Haase
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ Bronson J. Haase
 
Bronson J. Haase
 
 
 
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, That I
 
James D. Ericson
 
hereby constitute and appoint Gregory S. Marcus and Douglas A. Neis, and each of them individually, my true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for me and in my name, place and stead, in any and all capacities, to sign my name as a director of The Marcus Corporation (the “Company”) to the Registration Statement on Form S-8 and any amendments (including post-effective amendments) or supplements thereto relating to the securities to be issued pursuant to The Marcus Corporation 2004 Equity and Incentive Awards Plan, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission in connection with the registration of the above-referenced Securities under the Securities Act of 1933, as amended.
 
I hereby ratify and confirm all that said attorneys-in-fact and agents, or each of them, have done or shall lawfully do by virtue of this Power of Attorney.
 
WITNESS my hand this 11th day of October, 2011.

 
/s/ James D. Ericson
 
James D. Ericson