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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CARIBBEAN CIGAR COMPANY
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(Name of Issuer)
141834 10 1
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(CUSIP Number)
RONALD G. FARRELL
9925 HAYES BRIDGE ROAD
SUITE 200-308
ALPHARETTA, GEORGIA 30202
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(Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
COPY TO:
JAMES P. HERMANCE
HARKLEROAD & HERMANCE, P.C.
229 PEACHTREE STREET, N.E.
SUITE 2500 -- INTERNATIONAL TOWER
ATLANTA, GEORGIA 30303
(404) 588-9211
JUNE 1, 1998
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(Dates of Events which Require
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following the following box [ ].
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Check the following box if a fee is being paid with this Statement [ ].
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NOTE: Six copies of this Statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
"FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934
("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT
SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THAT ACT.
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Continuation of Cover Page 2 of 8
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CUSIP NO. 205171 10 1
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(1) | NAME OF REPORTING PERSON AND S. S. OR I.R.S IDENTIFICATION NO.
| Ronald G. Farrell
|
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(2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) YES [ ]
| (b) NO [X]
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(3) | SEC USE ONLY
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(4) | SOURCE OF FUNDS: N/A
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(5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| PURSUANT TO ITEMS 2(d) OR 2(e) [ ].
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(6) | CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
|
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NUMBER OF | (7) | SOLE VOTING POWER
| |
SHARES | | 0
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BENEFICIALLY | (8) | SHARED VOTING POWER
| |
OWNED BY | | 0
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EACH | (9) | SOLE DISPOSITIVE POWER
| |
REPORTING | | 0
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PERSON | (10) | SHARED DISPOSITIVE POWER
| |
WITH | | 0
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(11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 0
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(12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11)
| EXCLUDES CERTAIN SHARES: [ ]
|
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(13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 0%
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(14) | TYPE OF REPORTING PERSON -- IN
|
|
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Continuation of Cover Page 3 of 8
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Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on Schedule 13D/A
relates is as follows:
Common Stock, with par value $0.001 (the "Common Stock") of Caribbean
Cigar Company (the "Company," "CIC," or the "Issuer").
The principal executive offices of the Company are located at 6265 SW
8th Street, Miami, Florida 33144.
Item 2. IDENTITY AND BACKGROUND.
This Schedule 13D/A is filed by the Reporting Person.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Not Applicable.
Item 4. PURPOSE OF THE TRANSACTION.
Not Applicable.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
The CCC Agreement was terminated as of June 1, 1998 pursuant to a Release
Agreement dated June 1, 1998 by and between the Issuer, Mr. Farrell, Kevin
Doyle, Edward C. Williams and Curtis Zimmerman.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Except as discussed above, their are no contracts, arrangements,
understandings or other relationships between the Company and the Reporting
Person with respect to any securities of the Company.
Item 7. MATERIAL FILED AS EXHIBITS.
Exhibit 1 -- Release Agreement dated June 1, 1998 by and between the
Company, Mr. Farrell, Kevin Doyle, Edward C. Williams and Curtis Zimmerman.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D/A is
true, complete and correct as of the date thereof.
DATED: July 17, 1998.
/s/ RONALD G. FARRELL
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Ronald G. Farrell
RELEASE AGREEMENT
This RELEASE AGREEMENT ("Agreement") made and entered into effective the
1st day of June, 1998, by and among CARIBBEAN CIGAR COMPANY, a Florida
corporation (the "Company"). RONALD G. FARRELL ("Farrell"), KEVIN DOYLE
("Doyle"), EDWARD C. WILLIAMS ("Williams") and CURTIS ZIMMERMAN ("Zimmerman").
RECITALS:
A. WHEREAS, the Company, Farrell, Doyle, Williams and Zimmerman are parties
to that certain agreement ("Farrell Agreement") dated March 31, 1998, pursuant
to which, among other things, Farrell was appointed as Chairman, President and
Chief Executive Officer, and to grant the Company a general release;
B. WHEREAS, Farrell has submitted his resignation as a member of the Board
of Directors of the Company and as its Chairman, President and Chief Executive
Officer, and to grant the Company a general release;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and conditions contained herein, the Company, Farrell, Doyle, Williams and
Zimmerman agree as follows:
1. Resignation. By execution hereof, Farrell hereby resigns as a member of
the Board of Directors of the Company and as its Chairman, President and Chief
Executive Officer. The Company hereby accepts this resignation.
2. Termination. Farrell, the Company, Doyle, Williams and Zimmerman agree
that the Farrell Agreement is hereby terminated in its entirety, and that no
party to this Agreement shall have any responsibility or obligation thereunder.
Without limiting the generality of the foregoing, it is agreed that Farrell
shall not be entitled to any payments from the Company under the Farrell
Agreement or to any shares of Common Stock or stock options or other securities
by reason of the Farrell Agreement. Farrell acknowledges that the Company has
not completed the authorization or issuance to Farrell of the shares described
in Section 3 of the Farrell Agreement and Farrell acknowledges and agrees that
he shall not be entitled to receive any such shares, and the Company
acknowledges and agrees that it shall not be entitled to any payment in respect
thereof from Farrell. Any promissory note executed or delivered by Farrell is
hereby canceled.
3. General Releases.
(a) Farrell, for himself and his predecessors, successors, assigns, heirs,
executors and administrators (collectively "Releasor"), does hereby remise,
release and forever discharge the Company and its officers, directors,
employees, agents, shareholders and affiliates, and their respective
predecessors, successors, assigns, heirs, executors and administrators
(collectively "Releases") of and from any and all manner of actions and causes
of actions, suits, debts, claims and
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demands whatsoever at law or in equity, known or unknown, actual or contingent,
including but not limited to any claims which have been asserted, or could be
asserted now or in the future, against any Releases which Releasor ever had or
now have or in the future may have, by reason of any matter, cause of thing
arising out of the Farrell Agreement, or for any other matter related or
incident to any of the foregoing. Notwithstanding the foregoing, the Releasor do
not release the Company with respect to the obligations of the Company under
this Agreement. The Releasor further covenant and agree that they will not
engage in any communications which shall disparage the Company or interfere with
the Company's existing or future business or investor relationships.
(b) The Company, Doyle, Williams and Zimmerman, for themselves and their
predecessors, successors, and assigns, do hereby remise, release and forever
discharge Farrell and his respective predecessors, successors, assigns, heirs,
executors and administrators of and from any and all manner of actions and
causes of actions, suits, debts, claims and demands whatsoever al law or in
equity, known or unknown, actual or contingent, including but not limited to any
claims which have been asserted, or could be asserted now or in the future,
against Farrell which any of them ever had or now has or in the future may have,
by reason of any matter, cause of thing arising out of the Farrell Agreement, or
for any other matter related or incident to any of the foregoing.
Notwithstanding the foregoing, Farrell is not hereby released with respect to
his obligations under this Agreement. The Company, Doyle, Williams and Zimmerman
further covenant and agree that they will not engage in any communications which
shall disparage Farrell.
4. Successors and Assigns: Applicable Law. This Agreement shall be binding
upon and inure to the benefit of the parties hereto, and to their respective
heirs, administrators, representatives, executors, successors and assigns. THIS
AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF FLORIDA WITHOUT GIVING EFFECT TO ITS LAWS REGARDING CONFLICTS OF
INTEREST.
5. Complete Agreement. This Agreement shall constitute the full and
complete agreement between the parties concerning its subject matter and fully
supersedes any and all other prior agreements or understandings between the
parties regarding the subject matter hereto (including, but not limited to, the
Farrell Agreement which is hereby terminated). This Agreement shall not be
modified or amended except by a written instrument signed by Farrell, Doyle,
Williams, Zimmerman and an authorized representative of the Company.
6. Severability. The unenforceability or invalidity of any particular
provision of this Agreement shall not affect its other provisions, and to the
extent necessary to give such other provisions effect, they shall be deemed
severable.
7. Wavier of Breach: Specific Performance. The waiver of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
other breach. Each of the parties to this Agreement will be entitled to enforce
its rights under this Agreement specifically, to recover damages by reason of
any breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance
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and/or injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.
8. No Admission of Liability. This Agreement shall not in any way be
construed as an admission by the Company, Farrell, Doyle, Williams or Zimmerman
of any improper actions or liability whatsoever as to one another, and each
specifically disclaims any liability to or improper actions against the other
person, on the part of itself, its employees, or its agents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
this date first above written.
"Farrell" "Company"
CARIBBEAN CIGAR COMPANY
/s/ RONALD G. FARRELL By: /s/ EDWARD C. WILLIAMS
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Ronald G. Farrell Edward C. Williams,
Chief Executive Officer
"Doyle"
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Kevin Doyle
"Williams"
/s/ EDWARD C. WILLIAMS
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Edward C. Williams
"Zimmerman"
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Curtis Zimmerman
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement of Schedule 13D/A is
true, complete and correct as of the date thereof.
Dated: July 17, 1998
/s/ RONALD G. FARRELL
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Ronald G. Farrell
