<PAGE> 1
As filed with the Securities and Exchange Commission on January 15, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EINSTEIN/NOAH BAGEL CORP.
(Exact name of Registrant as specified in its charter)
DELAWARE 84-1294908
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
14123 DENVER WEST PARKWAY
P.O. BOX 4086
GOLDEN, COLORADO 80401
(303) 215-9300
(Address of Registrant's Principal Executive Offices)
EINSTEIN/NOAH BAGEL CORP. AMENDED AND
RESTATED 1997 STOCK OPTION PLAN
AND
EINSTEIN/NOAH BAGEL CORP.
RESTATED 1997 ENBP STOCK OPTION PLAN
(Full Title of the Plans)
AMY S. POWERS COPIES TO:
SECRETARY KEVIN J. MCCARTHY
EINSTEIN/NOAH BAGEL CORP. BELL, BOYD & LLOYD
14123 DENVER WEST PARKWAY 70 WEST MADISON STREET
GOLDEN, COLORADO 80401 CHICAGO, ILLINOIS 60602
(303) 215-9300 (312) 372-1121
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 6,313,146 Shares (1)(2) $6.16(3) $38,888,980(3) $11,472,25
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</TABLE>
(1) This registration statement also covers an indeterminate number of
shares of Common Stock which may be issuable under the antidilution
and other adjustment provisions of the respective plans pursuant to
Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act").
(2) This amount reflects an aggregate of 6,313,146 shares of Common Stock
which are issuable under the following plans: the Einstein/Noah Bagel
Corp. Amended and Restated 1997 Stock Option Plan -- 5,500,000
shares; and the Einstein/Noah Bagel Corp. Restated 1997 ENBP Stock
Option Plan -- 813,146 shares.
(3) Estimated in accordance with Rule 457(h) solely for purposes of
calculating the registration fee and based upon the average of the
high and low sale prices of the Common Stock on the Nasdaq National
Market on January 12, 1998, as reported in The Wall Street Journal
(Western Edition).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be included herewith.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE.
This registration statement on Form S-8 relates to the registration of
shares of common stock of Einstein/Noah Bagel Corp. (the "Company"), $.01 par
value per share (the "Common Stock").
The Company incorporates herein by reference the following documents
heretofore filed by the Company with the Securities and Exchange Commission
(the "Commission"):
(i) the Company's Annual Report on Form 10-K/A for the fiscal year
ended December 29, 1996,
(ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended April 20, 1997, July 13, 1997 and October 5, 1997,
(iii) the Company's Current Reports on Form 8-K, dated May 22, 1997,
October 29, 1997, November 21, 1997 and December 26, 1997, and
(iv) The description of the Company's Common Stock set forth under the
caption "Description of Capital Stock" in the Company's prospectus included in
the Company's registration statement on Form S-1, Registration No. 333-04725,
which is incorporated by reference in the Company's registration statement on
Form 8-A filed July 29, 1996, as amended, for the registration of the Common
Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
Each document filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock pursuant hereto
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 document. Any statement
contained in this Prospectus or in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained in this Prospectus or in any subsequently
filed document that also is or is deemed to be incorporated by reference in
this Prospectus 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 the Registration Statement or this
Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Inapplicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes
indemnification of directors, officers, employees, and agents of the Company;
allows the advancement of costs of defending against litigation; and permits
companies incorporated in Delaware to purchase insurance on behalf of
directors, officers, employees, and agents against liabilities whether or not
in the circumstances such companies would have the power to indemnify against
such liabilities under the provisions of the statute.
The Company's Restated Certificate of Incorporation (Exhibit 4.1 hereto)
provides for indemnification of the Company's officers and directors to the
fullest extent permitted by Section 145 of the Delaware General Corporation
Law. The Company maintains directors and officers insurance covering its
executive officers and directors.
The Company's Restated Certificate of Incorporation eliminates, to the
fullest extent permitted by Delaware law, liability of a director to the
Company or its stockholders for monetary damages for a breach of such
director's fiduciary duty of care except for liability where a director (a)
breaches his or her duty of loyalty to the Company or its stockholders, (b)
fails to act in good faith or engages in intentional misconduct or knowing
violation of law, (c) authorizes payment of an illegal dividend or stock
repurchase, or (d) obtains an improper personal benefit. While liability for
monetary damages has been eliminated, equitable remedies such as injunctive
relief or rescission remain available. In addition, a director is not relieved
of his or her responsibilities under any other law, including the federal
securities laws.
Insofar as indemnification by the Company for liabilities arising under
the Securities Act, may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS
A list of the exhibits included or incorporated by reference as part of
this registration statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference herein.
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, as amended ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or 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) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, S-8, or Form F-3,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) 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 Securities and Exchange
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 Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement, or amendment thereto, to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Golden, State of
Colorado, on January 13, 1998.
EINSTEIN/NOAH BAGEL CORP.
By: /s/ Scott A. Beck
-----------------------------
Scott A. Beck
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, or amendment thereto, has been signed by the following
persons in the capacities indicated on January 13, 1998.
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Signature Title
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<S> <C>
/s/ Scott A. Beck Chairman of the Board and Director
- -------------------------------- (Principal Executive Officer)
Scott A. Beck
/s/ W. Eric Carlborg Chief Financial Officer
- -------------------------------- (Principal Financial Officer)
W. Eric Carlborg
/s/ Susan Daggett Vice President--Controller
- -------------------------------- (Principal Accounting Officer)
Susan Daggett
/s/ Jeffrey L. Butler Director
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Jeffrey L. Butler
Director
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Kyle T. Craig
/s/ M. Laird Koldyke Director
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M. Laird Koldyke
/s/ Gail A. Lozoff Director
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Gail A. Lozoff
/s/ John H. Muehlstein, Jr. Director
- --------------------------------
John H. Muehlstein, Jr.
/s/ Lloyd D. Ruth Director
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Lloyd D. Ruth
/s/ David G. Stanchak Director
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David G. Stanchak
</TABLE>
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<TABLE>
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EXHIBIT NO. TITLE*
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4.1 Restated Certificate of Incorporation of the Company
("Certificate of Incorporation") (incorporated by reference to
Exhibit 3 to the Company's quarterly report on Form 10-Q for the
quarter ended October 6, 1996).
4.2 Amended and Restated Bylaws of the Company ("Bylaws")
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-3 (Reg. No. 333-28941)).
4.3 Certificate representing Common Stock (incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-04725)).
4.4 Amended and Restated Registration Rights Agreement dated as of
February 1, 1996 by and among the Company and certain
stockholders of the Company (incorporated by reference to Exhibit
4.4 to the Company's Registration Statement on Form S-3 (Reg. No.
333-04725)).
4.5 Concurrent Private Placement Agreement dated August 1, 1996
between Boston Chicken, Inc. ("Boston Chicken") and the Company
(incorporated by reference to Exhibit 10.3 to Boston Chicken's
Quarterly Report on Form 10-Q for the quarter ended July 14,
1996).
4.6 Registration Agreement dated August 1, 1996 between Boston
Chicken and the Company (incorporated by reference to Exhibit
10.3 to Boston Chicken's Quarterly Report on Form 10-Q for the
quarter ended July 14, 1996).
4.7 Concurrent Offering Purchase Agreement dated November 26, 1996
between Boston Chicken and the Company (incorporated by reference
to Exhibit 10.41 to Boston Chicken's 1996 Annual Report on Form
10-K).
4.8 Registration Rights Agreement dated as of February 24, 1997 by
and between the Company and Alamo Bagels, L.P. (incorporated by
reference to the Company's 1996 Annual Report on Form 10-K).
4.9 Indenture dated as of May 29, 1997 by and between the Company and
Bankers Trust Company, as Trustee, which includes as Exhibits the
forms of Debenture for the Company's 7 1/4% Convertible
Subordinated Debentures Due 2004 (the "Debenture Indenture")
(incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated as of May 22, 1997).
4.10 Registration Rights Agreements dated as of May 22, 1997 by and
between the Company and Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Alex. Brown & Sons
Incorporated and Morgan Stanley & Co. Incorporated (incorporated
by reference to Exhibit 4.2 to the Company's Current Report on
Form 8-K dated as of May 22, 1997).
4.11 Amended and Restated 1997 Stock Option Plan of the Company.
4.12 Restated 1997 ENBP Stock Option Plan of the Company.
5 Opinion of Bell, Boyd & Lloyd (including consent).
23.1 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of the Company.
23.2 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Alamo Bagels, L.P.
23.3 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of BCE West Bagels, L.L.C.
23.4 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Colonial Bagels, L.P.
23.5 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Finest Bagels, L.L.C.
</TABLE>
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* In the case of incorporation by reference to documents filed by Boston
Chicken under the Securities Exchange Act of 1934, as amended, Boston
Chicken's file number under that Act is 0-22802.
Exhibit-1
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EXHIBIT NO. TITLE
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23.6 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Great Lakes Bagels, L.L.C.
23.7 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Gulfstream Bagels, L.P.
23.8 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Liberty Foods, L.L.C.
23.9 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Mayfair Bagels, L.L.C.
23.10 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Noah's Bay Area Bagels, L.L.C.
23.11 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Noah's Pacific, L.L.C.
23.12 Consent of Arthur Andersen LLP with respect to the Audited
Financial Statements of Philly Rose, L.P.
23.13 Consent of Bell, Boyd & Lloyd (included in Exhibit 5).
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Exhibit-2
<PAGE> 1
EXHIBIT 4.11
EINSTEIN/NOAH BAGEL CORP.
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
(AS OF NOVEMBER 21, 1997)
1. STATEMENT OF PURPOSE. The purpose of this 1997 Stock Option
Plan (the "Plan") is to benefit Einstein/Noah Bagel Corp. (the "Company") by
offering certain present and future employees and officers of, and consultants
to, the Company and its subsidiaries and affiliated companies a favorable
opportunity to become holders of the common stock of the Company ("Common
Stock") over a period of years, thereby giving them a long-term stake in the
growth and prosperity of the Company and encouraging the continuance of their
involvement with the Company.
2. ADMINISTRATION. The Plan shall be administered (i) with
respect to individuals who receive options under the Plan and who are or become
subject to the reporting requirements and short-swing liability provisions of
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") ("Reporting Persons"), by a committee consisting of at least two members
of the Board of Directors of the Company (the "Board"), each of whom is a "non-
employee director" (as such term is defined under Rule 16b-3 of the Exchange
Act) (the "Reporting Persons Committee") and (ii) with respect to all
individuals who receive options under the Plan and who are not Reporting
Persons, by a committee which shall consists of at least two members of the
Board (the "Stock Option Committee"). For purposes of this Plan, references to
the "Committee" shall mean the Reporting Persons Committee, the Stock Option
Committee, or both, as the context may require.
Subject to the provisions of the Plan, the Committee shall have full
and final authority, in its absolute discretion, (a) to determine the persons
to be granted options under the Plan, (b) to determine the number of shares
subject to each option, (c) to determine the time or times at which options
will be granted, (d) to determine the option price of the shares subject to
each option, (e) to determine the time or times when each option becomes
exercisable and the duration of the exercise period, (f) to prescribe the form
or forms of the agreements or other instruments evidencing any options granted
under the Plan, (g) to adopt, amend and rescind such rules and regulations as,
in the Committee's opinion, may be advisable in the administration of the Plan,
and (h) to construe and interpret the Plan, the rules and regulations and the
agreements evidencing options granted under the Plan and to make all other
determinations deemed necessary or advisable for the administration of the
Plan. Any decision made or action taken in good faith by the Committee in
connection with the administration, interpretation, and implementation of the
Plan and of its rules and regulations shall, to the extent permitted by law, be
conclusive and binding upon all optionees under the Plan and upon any person
claiming under or through such an optionee, and no director of the Company
shall be liable for any such decision made or action taken by the Committee.
The Committee may obtain such advice or assistance as it deems appropriate from
persons not serving on the Committee.
<PAGE> 2
3. ELIGIBILITY. Options may be granted to employees of the
Company and its subsidiaries and affiliated companies who are employed on a
full time basis, and to officers of, and consultants to, the Company and its
subsidiaries and affiliated companies ("Eligible Persons"). The Committee may
grant options to Eligible Persons selected from time to time by the Committee.
Eligible Persons may be selected individually or by groups or categories, as
determined by the Committee in its discretion. No non-employee director of the
Company shall receive an award under the Plan.
4. GRANTING OF OPTIONS. Subject to Section 10 hereof, the
maximum number of shares of Common Stock which may be issued upon exercise of
options granted under the Plan shall be 5,500,000. No option shall be granted
under the Plan subsequent to October 2, 2007. Options granted under the Plan
are intended not to be treated as incentive stock options as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
In the event that an option expires or is terminated or canceled
unexercised as to any shares, such released shares may again be optioned
(including a grant in substitution for a canceled option). Shares subject to
options may be made available from unissued or reacquired shares of Common
Stock.
Nothing contained in the Plan or in any option granted pursuant
thereto shall confer upon any optionee any right to be continued in the
employment of the Company, or interfere in any way with the right of the
Company to terminate his or her employment at any time.
5. OPTION PRICE. The options shall be granted at an exercise
price determined by the Committee at the date of grant.
6. DURATION OF OPTIONS, INCREMENTS, AND EXTENSIONS. Subject to
the provisions of Section 8, each option shall be for such term of not more
than ten years as shall be determined by the Committee at the date of the
grant. Each option shall become exercisable in such installments, at such time
or times, and may be subject to such conditions, including conditions based
upon the performance of the Company, as the Committee may in its discretion
determine at the date of grant.
The Committee may in its discretion (i) accelerate the exercisability
of any option or (ii) at any time before the expiration or termination of an
option previously granted, extend the term of such option (including options
held by officers) for such additional period as the Committee, in its
discretion, shall determine, except that the aggregate option period with
respect to any option, including the original term of the option and any
extensions thereof, shall never exceed ten years.
7. EXERCISE OF OPTION. As a condition to the exercise of any
option, the fair market value of the Common Stock on the date of exercise must
equal or exceed the option price of such option. An option may be exercised by
giving written notice to the Company, attention of the Secretary or such other
person or persons as the Company may from time to time designate for this
purpose by notice to the holders of outstanding options under the Plan,
specifying the number of shares to be purchased, accompanied by the full
purchase price for the shares to be
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purchased either in cash, by check, by a promissory note in a form specified by
the Committee and payable to the Company no later than 15 business days after
the date of exercise of the option, or, if so approved by the Committee, by
shares of the Common Stock of the Company, or by a combination of these methods
of payment. For this purpose, the per share value of Common Stock of the
Company shall be the fair market value on the date of exercise. The Committee
may in its discretion permit an optionee to deliver a promissory note in a form
specified by the Committee and payable to the Company no later than the
fifteenth day of April in the year following the year of exercise of any option
in payment of any withholding tax requirements of the Company with respect to
such exercise.
8. TERMINATION OF RELATIONSHIP -- EXERCISE THEREAFTER.
(a) In the event the employment relationship of an
optionee with the Company or any of its subsidiaries or affiliated
companies is terminated for any reason other than death, permanent
disability, or retirement, such optionee's option shall expire and all
rights to purchase shares pursuant thereto shall terminate on the date
of termination of employment, except that, to the extent the option is
exercisable on the date of termination, such option may be exercised
for a period of fifteen days after termination of employment (or until
the scheduled termination of the option, if earlier); provided,
however, that with respect to all or any portion of any option held by
such optionee, the Committee may, in its sole discretion, accelerate
exercisability, permit vesting to continue in accordance with the
vesting schedule applicable to such option, or (subject to Section 6)
permit such option to remain exercisable for a term after the
fifteen-day period specified above, subject to such terms and
conditions, if any, as may be determined by the Committee in its sole
discretion. Temporary absence from employment because of illness,
vacation, approved leaves of absence or transfer among the Company
and/or any of its subsidiaries or affiliated companies shall not be
considered to terminate employment or to interrupt continuous
employment.
(b) In the event of termination of said employment
relationship because of death or permanent disability (as that term is
defined in Section 22(e)(3) of the Code, as now in effect or as
subsequently amended), the option may be exercised in full (to the
extent not previously exercised) without regard to the vesting
schedule applicable to such option, by the optionee or, if he or she
is not living, by his or her heirs, legatees, or legal representative,
as the case may be, during its specified term prior to two years after
the date of death or permanent disability. In the event of
termination of employment because of early, normal or deferred
retirement under an approved retirement program of the Company or any
of its subsidiaries or affiliated companies (or such other plan or
arrangement as may be approved by the Committee, in its discretion,
for this purpose), the option may be exercised by the optionee (or, if
he or she dies after such retirement, by his or her heirs, legatees,
or legal representative, as the case may be), to the extent that any
portion thereof would be exercisable on the date of such retirement
(or with respect to such greater portion as determined by the
Committee), at any time during its specified term prior to one year
after the date of such retirement.
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(c) Except as otherwise determined by the Committee, upon
the termination of the relationship between the Company or one of its
subsidiaries or affiliated companies and an optionee who is a
consultant thereto, such optionee's options shall expire and all
rights to purchase shares pursuant thereto shall terminate.
(d) Notwithstanding the foregoing provisions of this
Section 8, the Committee may in the grant of any option make other and
different provisions with respect to its exercise after the optionee's
termination of relationship with the Company or any of its
subsidiaries or affiliated companies (as applicable).
9. NON-TRANSFERABILITY OF OPTIONS. During the lifetime of the
optionee, options shall be exercisable only by the optionee, and options shall
not be assignable or transferable by the optionee otherwise than by will or by
the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined by (a) the Code or (b) Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules or
regulations thereunder. In addition, the Committee, in its discretion, may
permit the assignment or transfer of an option on such other terms and subject
to such other conditions as the Committee may deem necessary or appropriate or
as otherwise may be required by applicable law or regulation.
10. ADJUSTMENT. The number of shares subject to the Plan and to
options granted under the Plan shall be adjusted as follows: (a) in the event
that the outstanding shares of Common Stock of the Company are changed by any
stock dividend, stock split or combination of shares, the number of shares
subject to the Plan and to options granted thereunder shall be proportionately
adjusted; (b) in the event of any merger or consolidation of the Company with
any other corporation or corporations or any reorganization, liquidation or
dissolution of the Company, there shall be substituted, on an equitable basis
as determined by the Committee, for each share of Common Stock then subject to
the Plan, whether or not at the time subject to outstanding options, the number
and kind of shares of stock or other securities or property to which the
holders of shares of Common Stock of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Board shall provide for an equitable
adjustment in the number of shares of Common Stock then subject to the Plan,
whether or not then subject to outstanding options. In the event of any such
adjustment the purchase price per share payable upon exercise of outstanding
options shall be proportionately adjusted.
11. AMENDMENT OF PLAN. The Board or any authorized committee
thereof may at any time and from time to time terminate or modify or amend the
Plan in any respect. The termination or modification or amendment of the Plan
shall not, without the consent of the optionee, impair any option previously
granted.
12. EXCHANGE ACT COMPLIANCE. The intent of this Plan is for
transactions hereunder involving Reporting Persons to qualify for the exemption
from the short-swing profit rules under Section 16(b) of the Exchange Act for
transactions approved by a committee of non-employee directors under Rule
16b-3(d)(1) under the Exchange Act. To that end, (i) any ambiguities or
inconsistencies in the construction of the Plan shall be interpreted to give
effect to such intention,
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<PAGE> 5
(ii) if any provision of the Plan is found not to be in compliance with such
rules, such provision shall be deemed null and void to the extent required to
permit the Plan and transactions thereunder to comply with such rules, and
(iii) if any provision of this Plan does not comply with the requirements of
such rules, or in the event that such rules are revised or replaced, the
Reporting Persons Committee may modify this Plan in any respect necessary to
satisfy the requirements of such exemption.
13. EFFECTIVE DATE. The Plan was adopted by the Board to be
effective on October 2, 1997.
14. MISCELLANEOUS PROVISIONS.
(a) No employee or other person shall have any claim or right to
be granted an option under the Plan. Determinations made by the Committee
under the Plan need not be uniform and may be made selectively among eligible
individuals under the Plan, whether or not such eligible individuals are
similarly situated.
(b) No participant or other person shall have any right with
respect to the Plan, the Common Stock reserved for issuance under the Plan or
any option, contingent or otherwise, until all the terms, conditions and
provisions of the Plan and the option applicable to such recipient (and each
person claiming under or through him) have been met.
(c) No shares of Common Stock shall be issued hereunder with
respect to any option unless counsel for the Company shall be satisfied that
such issuance will be in compliance with applicable federal, state, local and
foreign legal, securities exchange and other applicable requirements.
(d) The Company shall have the right to deduct from any payment
made under the Plan any federal, state, local or foreign income or other taxes
required by law to be withheld with respect to such payment. It shall be a
condition to the obligation of the Company to issue Common Stock, other
securities or property, or other forms of payment, or any combination thereof,
upon exercise, settlement or payment of any option under the Plan, that the
participant (or any beneficiary or person entitled to act) pay to the Company,
upon its demand, such amount as may be required by the Company for the purpose
of satisfying any liability to withhold federal, state, local or foreign income
or other taxes. If the amount requested is not paid, the Company may refuse to
issue Common Stock, other securities or property, or other forms of payment, or
any combination thereof. Notwithstanding anything in the Plan to the contrary,
the Committee may, in its discretion, permit an eligible participant (or any
beneficiary or person entitled to act) to elect to pay a portion or all of the
amount requested by the Company for such taxes with respect to such option, at
such time and in such manner as the Committee shall deem to be appropriate
(including, but not limited to, by authorizing the Company to withhold, or
agreeing to surrender to the Company on or about the date such tax liability is
determinable, Common Stock, other securities or property, or other forms of
payment, or any combination thereof, owned by such person or a portion of such
forms of payment that would otherwise be distributed, or have been distributed,
as the case may be, pursuant to such option to such person, having a fair
market value equal to the amount of such taxes).
5
<PAGE> 6
(e) The expenses of administering the Plan shall be borne by the
Company.
(f) By accepting any option or other benefit under the Plan, each
participant and each person claiming under or through such person shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by the Company or the Committee.
6
<PAGE> 1
EXHIBIT 4.12
EINSTEIN/NOAH BAGEL CORP.
RESTATED 1997 ENBP STOCK OPTION PLAN
(DATED DECEMBER 5, 1997)
1. STATEMENT OF PURPOSE. The purpose of this Restated 1997 Stock
Option Plan (the "Plan") is to benefit Einstein/Noah Bagel Corp. ("ENBC") by
offering certain present and future employees and officers of, and consultants
to ENBC and its subsidiaries and affiliated companies a favorable opportunity
to become holders, over a period of years, of shares of common stock, $.01 par
value, of ENBC ("Common Stock"), thereby giving them a long-term stake in the
growth and prosperity of ENBC and encouraging the continuance of their
involvement with ENBC. The obligations under the Plan were assumed by ENBC on
December 5, 1997 in connection with ENBC's acquisition of a controlling
interest in each of its area developers and the merger of such area developers
into a single entity now known as Einstein/Noah Bagel Partners, L.P., a
majority owned subsidiary of ENBC.
2. ADMINISTRATION. The Plan shall be administered (i) with
respect to individuals who receive options under the Plan and who are or become
subject to the reporting requirements and short-swing liability provisions of
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") ("Reporting Persons"), by a committee consisting of at least two members
of the Board of Directors of ENBC (the "Board"), each of whom is a
"non-employee director" (as such term is defined under Rule 16b-3 of the
Exchange Act) (the "Reporting Persons Committee") and (ii) with respect to all
individuals who receive options under the Plan and who are not Reporting
Persons, by a committee which shall consists of at least two members of the
Board (the "Stock Option Committee"). For purposes of this Plan, references to
the "Committee" shall mean the Reporting Persons Committee, the Stock Option
Committee, or both, as the context may require.
Subject to the provisions of the Plan, the Committee shall have full
and final authority, in its absolute discretion, (a) to determine the persons
to be granted options under the Plan, (b) to determine the number of shares
subject to each option, (c) to determine the time or times at which options
will be granted, (d) to determine the option price of the shares subject to
each option, (e) to determine the time or times when each option becomes
exercisable and the duration of the exercise period, (f) to prescribe the form
or forms of the agreements or other instruments evidencing any options granted
under the Plan, (g) to adopt, amend and rescind such rules and regulations as,
in the Committee's opinion, may be advisable in the administration of the Plan,
and (h) to construe and interpret the Plan, the rules and regulations and the
agreements evidencing options granted under the Plan and to make all other
determinations deemed necessary or advisable for the administration of the
Plan. Any decision made or action taken in good faith by the Committee in
connection with the administration, interpretation, and implementation of the
Plan and of its rules and regulations shall, to the extent permitted by law, be
conclusive and binding upon all optionees under the Plan and upon any person
claiming under or through such an optionee, and no director of ENBC shall be
liable for any such decision made
<PAGE> 2
or action taken by the Committee. The Committee may obtain such advice or
assistance as it deems appropriate from persons not serving on the Committee.
3. ELIGIBILITY. Options may be granted to employees of ENBC and
its subsidiaries and affiliated companies who are employed on a full time
basis, and to officers of, and consultants to, ENBC and its subsidiaries and
affiliated companies ("Eligible Persons"). The Committee may grant options to
Eligible Persons selected from time to time by the Committee. Eligible Persons
may be selected individually or by groups or categories, as determined by the
Committee in its discretion. No non-employee director of ENBC shall receive an
award under the Plan.
4. GRANTING OF OPTIONS. Subject to Section 10 hereof, the
maximum number of shares of Common Stock which may be issued upon exercise of
options granted under the Plan shall be 813,146. No option shall be granted
under the Plan subsequent to October 2, 2007. Options granted under the Plan
are intended not to be treated as incentive stock options as defined in Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
In the event that an option expires or is terminated or canceled
unexercised as to any shares, such released shares may again be optioned
(including by means of a grant in substitution for a canceled option).
Nothing contained in the Plan or in any option granted pursuant
thereto shall confer upon any optionee any right to the continuation of such
optionees' employment, or interfere in any way with the right of such
optionee's employer to terminate his or her employment at any time.
5. OPTION PRICE. Options shall be granted at an exercise price
determined by the Committee at the date of grant.
6. DURATION OF OPTIONS, INCREMENTS, AND EXTENSIONS. Subject to
the provisions of Section 8, each option shall be for such term of not more
than ten years as shall be determined by the Committee at the date of the
grant. Each option shall become exercisable in such installments, at such time
or times, and may be subject to such conditions, including conditions based
upon the performance of ENBC, as the Committee may in its discretion determine
at the date of grant.
The Committee may in its discretion (i) accelerate the exercisability
of any option or (ii) at any time before the expiration or termination of an
option previously granted, extend the term of such option (including options
held by officers) for such additional period as the Committee, in its
discretion, shall determine, except that the aggregate option period with
respect to any option, including the original term of the option and any
extensions thereof, shall never exceed ten years.
7. EXERCISE OF OPTION. As a condition to the exercise of any
option, the fair market value of the Common Stock on the date of exercise must
equal or exceed the option price of such option. An option may be exercised by
giving written notice to ENBC, attention of the Secretary or such other person
or persons as ENBC may from time to time designate for this purpose by notice
to the holders of outstanding options under the Plan, specifying the number of
shares to be purchased, accompanied by the full purchase price for the shares
to be purchased either in cash, by check, by a promissory note in a form
specified by the Committee and payable to ENBC no
2
<PAGE> 3
later than 15 business days after the date of exercise of the option, or, if so
approved by the Committee, by shares of the Common Stock, or by a combination
of these methods of payment. For this purpose, the per share value of Common
Stock shall be the fair market value on the date of exercise. The Committee
may in its discretion permit an optionee to deliver a promissory note in a form
specified by the Committee and payable to ENBC no later than the fifteenth day
of April in the year following the year of exercise of any option in payment of
any withholding tax requirements of ENBC with respect to such exercise. The
shares of Common Stock to be delivered under the Plan in connection with the
exercise of options will be made available, at the discretion of the Committee,
from authorized but unissued shares of Common Stock and/or previously issued
shares of Common Stock reacquired by ENBC.
8. TERMINATION OF RELATIONSHIP -- EXERCISE THEREAFTER.
(a) In the event the employment relationship of an
optionee with ENBC or any of its subsidiaries or affiliated companies is
terminated for any reason other than death, permanent disability, or
retirement, such optionee's option shall expire and all rights to purchase
shares pursuant thereto shall terminate on the date of termination of
employment, except that, to the extent the option is exercisable on the date of
termination, such option may be exercised for a period of fifteen days after
termination of employment (or until the scheduled termination of the option, if
earlier); provided, however, that with respect to all or any portion of any
option held by such optionee, the Committee may, in its sole discretion,
accelerate exercisability, permit vesting to continue in accordance with the
vesting schedule applicable to such option, or (subject to Section 6) permit
such option to remain exercisable for a term after the fifteen-day period
specified above, subject to such terms and conditions, if any, as may be
determined by the Committee in its sole discretion. Temporary absence from
employment because of illness, vacation, approved leaves of absence or transfer
among ENBC and/or any of its subsidiaries or affiliated companies shall not be
considered to terminate employment or to interrupt continuous employment.
(b) In the event of termination of said employment
relationship because of death or permanent disability (as that term is defined
in Section 22(e)(3) of the Code, as now in effect or as subsequently amended),
the option may be exercised in full (to the extent not previously exercised)
without regard to the vesting schedule applicable to such option, by the
optionee or, if he or she is not living, by his or her heirs, legatees, or
legal representative, as the case may be, during its specified term prior to
two years after the date of death or permanent disability. In the event of
termination of employment because of early, normal or deferred retirement under
an approved retirement program of ENBC or any of its subsidiaries or affiliated
companies (or such other plan or arrangement as may be approved by the
Committee, in its discretion, for this purpose), the option may be exercised by
the optionee (or, if he or she dies after such retirement, by his or her heirs,
legatees, or legal representative, as the case may be), to the extent that any
portion thereof would be exercisable on the date of such retirement (or with
respect to such greater portion as determined by the Committee), at any time
during its specified term prior to one year after the date of such retirement.
(c) Except as otherwise determined by the Committee, upon
the termination of the relationship between ENBC or one of its subsidiaries or
affiliated companies and an
3
<PAGE> 4
optionee who is a consultant thereto, such optionee's options shall expire and
all rights to purchase shares pursuant thereto shall terminate.
(d) Notwithstanding the foregoing provisions of
this Section 8, the Committee may in the grant of any option make other and
different provisions with respect to its exercise after the optionee's
termination of relationship with ENBC or any of its subsidiaries or affiliated
companies (as applicable).
9. NON-TRANSFERABILITY OF OPTIONS. During the lifetime of the
optionee, options shall be exercisable only by the optionee, and options shall
not be assignable or transferable by the optionee otherwise than by will or by
the laws of descent and distribution, or pursuant to a qualified domestic
relations order as defined by (a) the Code or (b) Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or the rules or
regulations thereunder. In addition, the Committee, in its discretion, may
permit the assignment or transfer of an option on such other terms and subject
to such other conditions as the Committee may deem necessary or appropriate or
as otherwise may be required by applicable law or regulation.
10. ADJUSTMENT. The number of shares subject to the Plan and to
options granted under the Plan shall be adjusted as follows: (a) in the event
that the outstanding shares of Common Stock are changed by any stock dividend,
stock split or combination of shares, the number of shares subject to the Plan
and to options granted thereunder shall be proportionately adjusted; (b) in the
event of any merger or consolidation of ENBC with any other corporation or
corporations or any reorganization, liquidation or dissolution of ENBC, there
shall be substituted, on an equitable basis as determined by the Committee, for
each share of Common Stock then subject to the Plan, whether or not at the time
subject to outstanding options, the number and kind of shares of stock or other
securities or property to which the holders of shares of Common Stock will be
entitled pursuant to the transaction; and (c) in the event of any other
relevant change in the capitalization of ENBC, the Board shall provide for an
equitable adjustment in the number of shares of Common Stock then subject to
the Plan, whether or not then subject to outstanding options. In the event of
any such adjustment the purchase price per share payable upon exercise of
outstanding options shall be proportionately adjusted.
11. AMENDMENT OF PLAN. The Board or any authorized committee
thereof may at any time and from time to time terminate or modify or amend the
Plan in any respect. The termination or modification or amendment of the Plan
shall not, without the consent of the optionee, impair any option previously
granted.
12. EXCHANGE ACT COMPLIANCE. The intent of this Plan is for
transactions hereunder involving Reporting Persons to qualify for the exemption
from the short-swing profit rules under Section 16(b) of the Exchange Act for
transactions approved by a committee of non-employee directors under Rule
16b-3(d)(1) under the Exchange Act. To that end, (i) any ambiguities or
inconsistencies in the construction of the Plan shall be interpreted to give
effect to such intention, (ii) if any provision of the Plan is found not to be
in compliance with such rules, such provision shall be deemed null and void to
the extent required to permit the Plan and transactions thereunder to comply
with such rules, and (iii) if any provision of this Plan does not comply with
the requirements of such rules, or in the event that such rules are revised or
replaced, the
4
<PAGE> 5
Reporting Persons Committee may modify this Plan in any respect necessary to
satisfy the requirements of such exemption.
13. EFFECTIVE DATE. The Plan was restated to be effective on
December 5, 1997.
14. MISCELLANEOUS PROVISIONS.
(a) No employee or other person shall have any claim or right to
be granted an option under the Plan. Determinations made by the Committee
under the Plan need not be uniform and may be made selectively among eligible
individuals under the Plan, whether or not such eligible individuals are
similarly situated.
(b) No participant or other person shall have any right with
respect to the Plan, the Common Stock underlying the Plan or any option,
contingent or otherwise, until all the terms, conditions and provisions of the
Plan and the option applicable to such recipient (and each person claiming
under or through him) have been met.
(c) No shares of Common Stock shall be delivered hereunder with
respect to any option unless counsel for ENBC shall be satisfied that such
delivery will be in compliance with applicable federal, state, local and
foreign legal, securities exchange and other applicable requirements.
(d) ENBC shall have the right to deduct from any payment made
under the Plan any federal, state, local or foreign income or other taxes
required by law to be withheld with respect to such payment. It shall be a
condition to the obligation of ENBC to deliver Common Stock, other securities
or property, or other forms of payment, or any combination thereof, upon
exercise, settlement or payment of any option under the Plan, that the
participant (or any beneficiary or person entitled to act) pay to ENBC, upon
its demand, such amount as may be required by ENBC for the purpose of
satisfying any liability to withhold federal, state, local or foreign income or
other taxes. If the amount requested is not paid, ENBC may refuse to deliver
Common Stock, other securities or property, or other forms of payment, or any
combination thereof. Notwithstanding anything in the Plan to the contrary, the
Committee may, in its discretion, permit an eligible participant (or any
beneficiary or person entitled to act) to elect to pay a portion or all of the
amount requested by ENBC for such taxes with respect to such option, at such
time and in such manner as the Committee shall deem to be appropriate
(including, but not limited to, by authorizing ENBC to withhold, or agreeing to
surrender to ENBC on or about the date such tax liability is determinable,
Common Stock, other securities or property, or other forms of payment, or any
combination thereof, owned by such person or a portion of such forms of payment
that would otherwise be distributed, or have been distributed, as the case may
be, pursuant to such option to such person, having a fair market value equal to
the amount of such taxes).
(e) The expenses of administering the Plan shall be borne by ENBC.
(f) By accepting any option or other benefit under the Plan, each
participant and each person claiming under or through such person shall be
conclusively deemed to have indicated his acceptance and ratification of, and
consent to, any action taken under the Plan by ENBC or the Committee.
5
<PAGE> 1
EXHIBIT 5
[Bell, Boyd & Lloyd Letterhead]
January 13, 1998
Einstein/Noah Bagel Corp.
14123 Denver West Parkway
Golden, Colorado 80401
Einstein/Noah Bagel Corp. Amended and
Restated 1997 Stock Option Plan and
Einstein/Noah Bagel Corp. 1997 Restated
ENBP Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Einstein/Noah Bagel Corp., a Delaware
corporation (the "Company"), in connection with the preparation, execution, and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers an aggregate of 6,313,146 shares (the
"Shares") of common stock, $.01 par value per share (the "Common Stock") of the
Company, offered under the Company's Amended and Restated 1997 Stock Option Plan
and 1997 Restated ENBP Stock Option Plan (collectively, the "Plans"). We have
examined originals, or copies certified or otherwise identified to our
satisfaction, of the Plans and such other documents, corporate and other
records, certificates, and other papers as we deemed it necessary to examine for
the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and legally
existing under the laws of the State of Delaware.
2. The Company has taken all action necessary to authorize (i)
the Plans, (ii) the granting of options pursuant to the Plans,
and (iii) the issuance or delivery of shares of its Common
Stock in accordance with the Plans and upon the exercise of
options granted pursuant to the Plans.
3. The Shares, when sold upon the exercise of options granted
pursuant to the Plans and paid for in accordance therewith,
will constitute legally issued, fully paid, and nonassessable
shares of Common Stock.
<PAGE> 2
Einstein/Noah Bagel Corp.
January 13, 1998
Page 2
We hereby consent to the filing of this Opinion Letter as an exhibit to
the Registration Statement for the registration of the Shares under the
Securities Act of 1933, as amended. In giving this consent, we do not admit that
we are within the category of persons whose consent is required by Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
/s/ Bell, Boyd & Lloyd
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 24, 1997 on
our audits of the consolidated financial statements of Einstein/Noah Bagel
Corp. and subsidiaries, and to all references to our firm included in or made a
part of this registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of Alamo Bagels, L.P., and
to all references to our firm included in or made a part of this registration
statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of BCE West Bagels, L.L.C.,
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of Colonial Bagels, L.P.,
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of Finest Bagels, L.L.C.,
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of Great Lakes Bagels,
L.L.C., and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 21, 1997, on
our audits of the consolidated financial statements of Gulfstream Bagels, L.P.,
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of Liberty Foods, L.L.C.,
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of Mayfair Bagels, L.L.C.,
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 21, 1997, on
our audits of the consolidated financial statements of Noah's Bay Area Bagels,
L.L.C., and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.11
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 21, 1997, on
our audits of the consolidated financial statements of Noah's Pacific, L.L.C.,
and to all references to our firm included in or made a part of this
registration statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
<PAGE> 1
EXHIBIT 23.12
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants we hereby consent to the incorporation by
reference in this registration statement of our report dated March 18, 1997, on
our audits of the consolidated financial statements of Philly Rose, L.P., and
to all references to our firm included in or made a part of this registration
statement on Form S-8.
/s/ ARTHUR ANDERSEN LLP
Denver, Colorado
January 13, 1998
