<PAGE>
As Filed with the Securities and Exchange Commission on January 2, 1997
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
(Including a Form S-3 Prospectus)
-----------------------
CHICAGO PIZZA & BREWERY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
California 33-0485615
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NUMBER)
26131 Marguerite Parkway, Suite A
Mission Viejo, California 92692
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES; ZIP CODE)
CONSULTING SHARES
(FULL TITLE OF THE PLANS)
PAUL A. MOTENKO
CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER, VICE PRESIDENT AND SECRETARY
CHICAGO PIZZA & BREWERY, INC.
26131 Marguerite Parkway, Suite A
Mission Viejo, California 92692
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(714) 367-8616
(TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount Proposed Proposed Amount of
to be to be Maximum Offering Maximum Registration
Registered Registered Price per share Aggregate Offering Price Fee
- ------------------- ---------- ---------------- ------------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, no 124,001 $5.0625(1) $627,755.06 $190.23
par value shares
</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement relates to the enclosed Form S-3 Prospectus for
the resale of shares issued to a former consultant to Chicago Pizza & Brewery,
Inc. (the "Company").
<PAGE>
January 2, 1997
P R O S P E C T U S
124,001 SHARES
CHICAGO PIZZA & BREWERY, INC.
Common Stock
(No Par Value)
-----------------------
This Prospectus relates to 124,001 shares (the "Shares") of the Common
Stock, no par value ("Common Stock"), of Chicago Pizza & Brewery, Inc. (the
"Company"), which were issued to Woodbridge Holdings, Inc., a Nevada corporation
(the "Selling Shareholder") in connection with certain consulting services
provided to the Company and may be offered from time to time by the Selling
Shareholder. The Company will receive no part of the proceeds of sales of the
Shares.
The Company has been advised by the Selling Shareholder that they or their
successors may sell all or a portion of the shares offered hereby from time to
time in the over-the-counter market, in privately negotiated transactions, or
otherwise, including sales through or directly to a broker or brokers. Sales
will be at prices and terms then prevailing or at prices related to the then
current market prices or at negotiated prices. In connection with any sales,
any broker or dealer participating in such sales may be deemed to be an
underwriter within the meaning of the Securities Act of 1933, as amended (the
"1933 Act"). The Selling Shareholder has entered into a Selling Agreement with
The Boston Group, L.P., whereby it agrees that any sale of shares of Common
Stock of the Company, including the Shares covered by this Prospectus shall be
conducted exclusively through The Boston Group, L.P., at prevailing market
prices or in block transactions at negotiated prices, with usual and customary
discounts, concessions or commissions. See "Plan of Distribution."
--------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
--------------------------------
FOR INFORMATION REGARDING CERTAIN RISKS RELATING TO THE COMPANY, SEE "RISK
FACTORS" ON PAGES 3 TO 10 HEREOF.
--------------------------------
The Common Stock of Chicago Pizza & Brewery, Inc. is traded on the NASDAQ
Small Cap Issues Market ("NASDAQ") (NASDAQ Symbol: CHGO). On December 31, 1996,
the last sale price of the Company's Common Stock on NASDAQ was $5.0625 per
share.
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Prospectus dated October 8, 1996, filed by the Company under
the 1933 Act with the Securities and Exchange Commission (the "Commission") and
the Company's 10-QSB, dated November 22, 1996, filed by the Company under the
Securities Exchange Act of 1934 with the Commission are incorporated herein by
reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act, subsequent to the date of this Prospectus and prior to
the termination of the offering of the Common Stock under this Prospectus shall
be deemed to be incorporated by reference herein and to be a part thereof from
the date of filing of such documents, except as to any portion of any future
report or proxy statement which is not deemed to be filed under said provisions.
Any statement made in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that such statement is replaced or modified by a statement contained in a
subsequently dated document incorporated by reference or contained in this
Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Written or oral requests for such copies
should be directed to Laura Parisi, Chief Financial Officer, Chicago Pizza &
Brewery, Inc., 26131 Marguerite Parkway, Suite A, Mission Viejo, California
92692; telephone (714) 367-8616.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Act and in
accordance therewith files reports, proxy statements and other information with
the Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024 , Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World
Trade Center, Suite 1300, Federal Plaza, New York, New York 10048. Copies of
such materials can also be obtained from the Public Reference Section of the
Commission at Judicial Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates and at the Commission's web site (http://www.sec.gov).
The Company has filed with the Commission in Washington, D.C., a
Registration Statement under the Securities Act of 1933, with respect to the
securities offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
and financial statements and schedules filed therewith or incorporated therein
by reference. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete, and in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement or incorporated herein by reference, each
statement being qualified in its entirety by such reference. The Registration
Statement, including the exhibits thereto, may be inspected without charge at
the Commission's web site (http://www.sec.gov) or at the Commission's principal
office in Washington, D.C., and copies of any and all parts thereof may be
obtained from such office after payment of the fees prescribed by the
Commission.
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<PAGE>
THE COMPANY
Chicago Pizza & Brewery, Inc. (the "Company" or "BJ's") owns eight
restaurants in Southern California (the "California Restaurants") and an
interest in one restaurant in Lahaina, Maui, each of which are currently
operated as either a BJ'S PIZZA, GRILL & BREWERY or a BJ'S PIZZA & GRILL. The
Company recently acquired 19 additional restaurants in Oregon and Washington
(the "Northwest Restaurants") which it plans to convert into BJ's restaurants.
The Company has recently completed a refurbishment program and the expansion of
its menu around its core pizza products in its California Restaurants. In
addition, the Company has introduced handcrafted, micro-brewed beers in its
California Restaurants and has built a micro-brewery in Brea, California. The
Company plans to refurbish the Northwest Restaurants and add its award-winning
pizza products, some or all of the expanded BJ's menu and handcrafted,
micro-brewed beers to the menu offerings at the Northwest Restaurants. For a
more detailed description of the Company's operations, see the Company's
Prospectus dated October 8, 1996.
The Company is organized under the laws of the State of California. The
Company's offices are located at 26131 Marguerite Parkway, Suite A, Mission
Viejo, California 92692. Its telephone number is (714) 367-8616.
RISK FACTORS
AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF
RISK AND IMMEDIATE SUBSTANTIAL DILUTION. IN ADDITION TO THE OTHER INFORMATION
CONTAINED HEREIN OR INCORPORATED HEREIN BY REFERENCE, PROSPECTIVE INVESTORS
SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE MAKING AN INVESTMENT
IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS.
LIMITED OPERATING HISTORY. The Company was founded in 1991 to assume the
management of five BJ's Chicago Pizzeria restaurants and opened its first new
BJ's restaurant in 1992. Of the seven restaurants developed by the Company, as
opposed to pre-existing restaurants for which the Company assumed management,
one was opened in 1992, one in 1993, three in 1994, and two in 1996. The
Company also acquired an additional 26 restaurants, 19 of which the Company has
retained. Development efforts for the retained restaurants have yet to begin.
Accordingly, the Company has a limited operating history and there can be no
assurance that its restaurants, or the Company as a whole, will be profitable in
the future.
PAST OPERATING LOSSES-NET WORKING CAPITAL DEFICIT. As of September 30,
l996, the Company had a $5.4 million working capital deficit, although $3.0
million of this deficit represents certain convertible notes which automatically
converted into Common Stock and warrants upon the closing of the initial public
offering, which closed on October 15, 1996. The Company sustained net losses
of $550,000 and $1,606,000 for the years ended December 31, 1994 and 1995,
respectively, and a net loss of $1,383,000 for the nine-month period ended
September 30, 1996. In addition, the 26 restaurants acquired and owned by
Chicago Pizza Northwest, Inc., the Company's wholly-owned subsidiary, as of
March 29, 1996 sustained net losses of $833,000 and $451,000 for the years ended
December 26, 1994 and December 25, 1995, respectively, and a net loss of
$166,000 for the three-month period ended March 29, 1996, the date of
acquisition by the Company. The Company will continue to sustain losses unless
it can successfully increase revenues and reduce food and administrative costs
in accordance with management's business strategy.
LACK OF DIVERSIFICATION. The Company currently intends to operate pizzeria
restaurants and brew-pubs only. As a result, changes in consumer preferences,
including changes in consumer preferences away from restaurants of the type
operated by the Company, may have a disproportionate and materially adverse
impact on the Company's business, operating results and prospects.
NEED FOR ADDITIONAL FINANCING. Although the Company anticipated that the
net proceeds of its initial public offering which closed on October 15, 1996
would be sufficient to fund the Company's cash requirements for the conversion
of the 19 restaurants it purchased in Washington and Oregon (the "Northwest
Restaurants") and operation
-3-
<PAGE>
of its existing restaurants for at least 18 months following the completion of
such initial public offering, this estimate was based on numerous assumptions
regarding the Company's operations, including certain assumptions as to the
Company's revenues, net income and other factors, and there is no assurance that
such assumptions will prove to be accurate or that unbudgeted costs will not be
incurred. Future events, including the problems, delays, additional expenses
and difficulties frequently encountered in the expansion and conversion of
facilities, as well as changes in economic, regulatory or competitive
conditions, may lead to cost increases that could make the net proceeds of the
initial public offering insufficient to fund the Company's operations in which
case the Company would require additional financing. There can be no assurance
that the Company will be able to obtain such additional financing, or that such
additional financing will be available on terms acceptable to the Company and at
the times required by the Company. Failure to obtain such financing may
adversely impact the growth, development or general operations of the Company.
If, on the other hand, such financing can be obtained, it may result in
additional leverage or dilution of existing shareholders.
UNCERTAIN ABILITY TO MANAGE GROWTH AND CONVERSIONS. A significant element
of the Company's business plan is to expand through acquisitions and
conversions. For example, the Company acquired 26 restaurants located
throughout Washington and Oregon under a plan of reorganization, 19 of which the
Company retained and currently plans to convert into BJ's restaurants, In
addition, the Company only recently opened its Westwood Village (Los Angeles)
and Brea, California restaurants. An additional restaurant is being developed
in Boulder, Colorado. The Company's ability to successfully convert recently
acquired restaurants and to expand will depend on a number of factors, including
the selection and availability of suitable locations, the hiring and training of
sufficiently skilled management and other personnel, the availability of
adequate financing, distributors and suppliers, the obtaining of necessary
governmental permits and authorizations, and contracting with appropriate
development and construction firms, some of which are beyond the control of the
Company. There is no assurance that the Company will be able to successfully
convert recently acquired restaurants or to open any new restaurants and/or
brew-pubs, or that any new restaurants and/or brew-pubs will be opened at
budgeted costs or in a timely manner, or that such restaurants can be operated
profitably.
LIMITATIONS AND VULNERABILITY AS A RESULT OF GEOGRAPHIC CONCENTRATION OF
MANAGEMENT'S EXPERIENCE. Until recently, Management's experience was limited to
operating the restaurants in Southern California and one restaurant in Lahaina,
Maui. Because the Company's Management has limited operating experience outside
of Southern California, there is no assurance that the Company will be
successful in other geographic areas. For example, the Company's experience
with construction and development outside the Southern California area is
limited, which may increase associated risks of development and construction as
the Company expands outside this area. Expansion to other geographic areas may
require substantially more funds for advertising and marketing since the Company
will not initially have name recognition or word of mouth advertising available
to it in areas outside of Southern California. The centralization of the
Company's management in Southern California may be a problem in terms of its
current and future expansion to new geographic areas, because the Company lacks
experience with local distributors, suppliers and consumer factors and other
issues as a result of the distance between the Company's main headquarters and
its restaurant sites. These factors could impede the growth of the Company.
GEOGRAPHIC CONCENTRATION OF COMPANY'S OPERATIONS. The Company's operations
are concentrated in Southern California, Lahaina, Maui, Oregon and Washington.
Adverse economic conditions in any of these areas could adversely impact the
Company.
RESTAURANT INDUSTRY COMPETITION. The restaurant industry is intensely
competitive with respect to price, service quality, location, ambiance and food
quality, both within the casual dining field and in general. As a result, the
rate of failure for restaurants is very high, and the business of owning and
operating restaurants involves greater risks than for businesses generally.
There are many competitors of the Company in the casual dining segment that have
substantially greater financial and other resources than the Company and may be
better established in those markets where the Company has opened or intends to
open restaurants. There is no assurance that the Company will be able to
compete successfully with its competitors.
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<PAGE>
SPECIAL BREWERY BUSINESS CONSIDERATIONS. A key element of the Company's
business plan involves the development and/or acquisition of brew-pub-themed
restaurants which will brew beer on site or offer beer produced in a centralized
micro-brewery or offer a variety of micro-brew beers produced by others that
have limited availability. To the extent that the Company brews its own beer,
its business will be highly dependent upon the suppliers of various raw
ingredients and other materials, delivery service and the Company's ability to
retain or replace its expert brewmaster to oversee the Company's brewing
operations. In addition, to the extent that the Company sells beer produced by
its facility to others, the Company will require independent distributors, the
loss of which could adversely impact the Company. Further, brewery operations
are subject to specific hazards, including contamination of brews by
microorganisms and risks of equipment failure. Although Management has procured
insurance to cover such risks, there can be no assurance that such insurance
coverage will be adequate or will continue to be available on price or other
terms satisfactory to the Company.
UNCERTAINTY WITH RESPECT TO GROWTH OF THE MICRO-BREWING INDUSTRY. The sale
and consumption of micro-brewed beer has increased over the past several years.
There can be no assurance that the demand for micro-brewed beer will continue to
grow at the present rate or at all, or that circumstances will not develop to
cause the demand for micro-brewed beer to diminish. To meet the demand for
micro-brewed beer, new breweries are being developed. If the demand for
micro-brewed beer do not keep up with increases in supply, the Company's limited
brewery operations will face heightened competition and may not be able to sell
sufficient quantities of its products to achieve profitability.
SIGNIFICANT IMPACT OF BEER AND LIQUOR REGULATIONS. Currently, the sale of
beer and wine accounts for approximately ten percent of total revenue at the
Southern California restaurants. In light of the Company's current focus upon
the development and/or acquisition of brew-pub-themed restaurants, Management
believes that the sale of beer and other alcoholic beverages will constitute a
greater percentage of sales in the future. The Company is required to operate
in compliance with federal licensing requirements imposed by the Bureau of
Alcohol, Tobacco and Firearms of the United States Department of Treasury, as
well as the licensing requirements of states and municipalities where its
restaurants are or will be located. Failure to comply with federal, state or
local regulations could cause the Company's licenses to be revoked and force it
to cease the brewing and/or sale of alcoholic beverages at its restaurants.
Additionally, state liquor laws may prevent or impede the expansion of the
Company's restaurants into certain markets. The liquor laws of certain states
prevent the Company from selling at wholesale the beer brewed at its
restaurants. Any difficulties, delays or failures in obtaining such licenses,
permits or approvals could delay or prevent the opening of a restaurant in a
particular area.
BEER EXCISE TAX. The federal government currently imposes an excise tax of
$7.00 per barrel on each barrel of beer produced for domestic consumption, up to
60,000 barrels per year. Individual states also impose excise taxes on
alcoholic beverages in varying amounts. In the future the excise tax rate could
be increased by either the federal or state governments, or both. Future
increases in excise taxes on alcoholic beverages could adversely affect the
Company.
DEPENDENCE UPON CONSUMER TRENDS. The Company's restaurants are, by their
nature, dependent upon consumer trends with respect to the public's tastes,
eating habits (including increased awareness of nutrition), public perception
toward alcohol consumption and discretionary spending priorities, all of which
can shift rapidly. In general, such trends are significantly affected by many
factors, including the national, regional or local economy, changes in area
demographics, public perception and attitudes, increases in regional
competition, food, liquor and labor costs, traffic patterns, weather, natural
disasters and the availability and relative cost of automobile fuel. Any
negative change in any of the above factors could negatively affect the Company
and its operations.
DEPENDENCE ON KEY PERSONNEL. As of the date of this Prospectus there are
three members of senior Management of the Company: Paul Motenko, who serves as
Chairman of the Board, Chief Executive Officer, Vice President and Secretary of
the Company; Jeremiah J. Hennessy, who serves as President, Chief Operating
Officer and Director of the Company; and Laura Parisi who serves as Chief
Financial Officer and Assistant Secretary of the
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<PAGE>
Company. The Company currently has employment agreements only with Mr. Motenko
and Mr. Hennessy. The Company's success depends to a significant extent on the
performance and continued service of its senior management and certain key
employees. Competition for employees with such specialized training is intense
and there can be no assurance that the Company will be successful in retaining
such personnel. In addition, there can be no assurance that employees will not
leave the Company or compete against the Company. The Company does not
currently have any key person life insurance but has applied for $1,000,000 in
key person life insurance for each of Mr. Motenko and Mr. Hennessy. If the
services of any members of Management become unavailable for any reason, it
could affect the Company's business and prospects adversely
RISKS ASSOCIATED WITH LEASED PROPERTIES. The Company's 28 restaurants are
all on leased premises. Certain of these leases expire in the near term and
there is no automatic renewal or option to renew. No assurance can be given
that leases can be renewed, or, if renewed, rents will not increase
substantially, either of which could adversely affect the Company. Other leases
are subject to renewal at fair market value, which could involve substantial
rent increases. In addition, there is a potential eminent domain proceeding
against one of the Company's restaurants in Oregon which, if completed, could
require the Company to close the restaurant and lose its potential revenues and
investment therein.
PIETRO'S ACQUISITION OUT OF BANKRUPTCY. The Company acquired 26
restaurants pursuant to a plan of reorganization filed by Pietro's with the U.S.
Bankruptcy Court. The Company has sold 7 of the 26 restaurants. The Company
currently plans to retain the remaining 19 restaurants. Pietro's was unable to
operate its restaurants on a profitable basis, and there is no assurance that
the Company will be able to operate these restaurants on a profitable basis in
the future.
INCREASES IN FOOD COSTS. The Company's gross margins are highly sensitive
to changes in food costs, which sensitivity requires Management to be able to
anticipate and react to such changes. Various factors beyond the Company's
control, including adverse weather, labor strikes and delays in any of the
restaurants' frequent deliveries, may negatively affect food costs, quality and
availability. While in the past, Management has been able to anticipate and
react to increasing food costs through, among other things, purchasing
practices, menu changes and price adjustments, there can be no assurance that it
will be able to do so in the future.
INCREASE IN MINIMUM WAGE. On August 20, l996, President Clinton signed
legislation which will increase the federal minimum wage from $4.25 an hour to
$4.75 effective October 1, 1996 and again to $5.15 effective September 1, 1997.
In addition, California and Oregon recently passed initiatives which will
increase the respective state minimum wages. A substantial majority of
employees working in restaurants operated by the Company receive salaries equal
to the federal minimum wage and an increase in the minimum wage is expected to
increase the operating expenses of the Company.
POTENTIAL UNINSURED LOSSES. The Company has comprehensive insurance,
including general liability, fire and extended coverage, which the Company
considers adequate. However, there are certain types of losses which may be
uninsurable or not economically insurable. Such hazards may include earthquake,
hurricane and flood losses. While the Company currently maintains limited
earthquake coverage, it may not be economically feasible to do so in the future.
If such a loss should occur, the Company would, to the extent that it is not
covered for such loss by insurance, suffer a loss of the capital invested in, as
well as anticipated profits and/or cash flow from, such damaged or destroyed
properties. Punitive damage awards are generally not covered by insurance;
thus, any awards of punitive damages as to which the Company may be liable could
adversely affect the ability of the Company to continue to conduct its business,
to expand its operations or to develop additional restaurants. There is no
assurance that any insurance coverage maintained by the Company will be
adequate, that it can continue to obtain and maintain such insurance at all or
that the premium costs will not rise to an extent that they adversely affect the
Company or the Company's ability to economically obtain or maintain such
insurance.
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<PAGE>
POTENTIAL "DRAM SHOP" LIABILITY. Restaurants in most states, including
those in which the Company operates, are subject to "dram shop" laws, rules and
regulations, which impose liability on licensed alcoholic beverage servers for
injuries or damages caused by their negligent service of alcoholic beverages to
a visibly intoxicated person or to a minor, if such service is the proximate
cause of the injury or damage and such injury or damage is reasonably
foreseeable. While the Company has limited amounts of liquor liability
insurance and intends to maintain liquor liability insurance as part of its
comprehensive general liability insurance which it believes should be adequate
to protect against such liability, there is no assurance that it will not be
subject to a judgment in excess of such insurance coverage or that it will be
able to obtain or continue to maintain such insurance coverage at reasonable
costs, or at all. The imposition of a judgment substantially in excess of the
Company's current insurance coverage would have a materially adverse effect on
the Company and its operations. The failure or inability of the Company to
maintain or increase insurance coverage could materially and adversely affect
the Company and its operations. In addition, punitive damage awards are
generally not covered by such insurance. Thus, any awards of punitive damages
as to which the Company may be liable could adversely affect the ability of the
Company to continue to conduct its business, to expand its operations or to
develop additional restaurants.
TRADEMARK AND SERVICEMARK RISKS. The Company has not had a challenge to
its use of the "BJ's" servicemark as of this time. However, to date, the
Company has used the servicemark only in Southern California, Lahaina, Maui and,
more recently, in Washington and Oregon. In addition, the Company has not
secured clear rights to the use of the "BJ's" servicemark or any other name,
servicemark or trademark used in the Company's business operations. Since there
are other restaurants using the "BJ's" name throughout the United States there
can be no assurance that the Company will ever be able to secure any such
proprietary rights or that the Company may not be subject to claims with respect
to the Company's use of the "BJ's" name.
EFFECTS OF COMPLIANCE WITH GOVERNMENT REGULATION. The Company is subject
to various federal, state and local laws, rules and regulations affecting its
businesses and operations. Each of the Company's restaurants is and shall be
subject to licensing regulation and reporting requirements by numerous
governmental authorities which may include alcoholic beverage control, building,
land use, environmental protection, health and safety and fire agencies in the
state or municipality in which the restaurant is located. Difficulties in
obtaining or failures to obtain the necessary licenses or approvals could delay
or prevent the development or operation of a given restaurant or limit, as with
the inability to obtain a liquor or restaurant license, its products and
services available at a given restaurant. Any problems which the Company may
encounter in renewing such licenses in one jurisdiction may adversely affect its
licensing status on a federal, state or municipal level in other relevant
jurisdictions.
HIGHER COSTS ASSOCIATED WITH POTENTIAL HEALTH CARE REFORM. The Company
currently pays full and in some cases a portion of health insurance coverage for
corporate, managerial and certain nonmanagerial restaurant personnel. Many
proposals being discussed at the state and federal level for universal or
broadened health care coverage could impose costly requirements to provide
additional coverage, which could adversely impact the Company. At the present
time it is unclear what, if any, reforms in health care coverage will be adopted
at the federal or state level.
POTENTIAL IMPACT OF RECENT TAX LAW DEVELOPMENTS. In June 1995 the Internal
Revenue Service announced a new initiative aimed at improving tip reporting in
the restaurant industry, known as the Tip Reporting Alternative Commitment
("TRAC"). TRAC is a voluntary agreement between a restaurant and the IRS under
which the restaurant agrees to educate employees about tip reporting and assume
responsibility for tracking employees' charge-card tips. In return, a
restaurant that signs and complies with a TRAC receives assurance that the IRS
will not bill the restaurant for Federal Insurance Contributions Act ("FICA")
taxes on previously unreported tips unless the IRS has first determined that
individual employees owe FICA taxes. While entering a TRAC may minimize
potential exposure for back FICA taxes on unreported tips, it will increase
expenses for training and record keeping, as well as result in a likely increase
in FICA payroll taxes due to an increase in the amount of tips reported, offset
by an income tax credit equal to the full amount of FICA payroll taxes paid to
the extent of the Company's federal income
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<PAGE>
tax liability. Management of the Company has not made a determination of
whether or not to apply to enter into a TRAC.
LIMITED CONTROL AND INFLUENCE ON THE COMPANY BY NEW INVESTORS. The
officers and directors of the Company beneficially own, in the aggregate,
approximately 24.9% of the Common Stock (11.4% assuming exercise in full of the
Redeemable Warrants, the Selling Security Holders' Redeemable Warrants, the
Underwriters' over allotment options, including exercise of the Redeemable
Warrants included therein, the Representative's Warrant, all of which were
registered in connection with or simultaneously with the Company's initial
public offering which closed on October 15, 1996, and all other outstanding
warrants and options). As a result, it is anticipated that these individuals
will be in a position to materially influence, if not control, the outcome of
all matters requiring shareholder or board approval, including the election of
directors. Such influence and control is likely to continue for the foreseeable
future and significantly diminishes control and influence which future
shareholders may have on the Company.
POSSIBLE ADVERSE IMPACT OF FUTURE SALES OF RESTRICTED SHARES ON MARKET
PRICE. All shares which were outstanding prior to the Company's initial public
offering which closed on October 15, 1996 are restricted securities under Rule
144 under the Securities Act of 1933. However, of these restricted securities,
the 1,766,864 shares held by certain Selling Security Holders which were
registered simultaneously with the Company's initial public offering may be sold
at any time in the over the counter market and an additional 2,772,014 shares
may be eligible for resale in the near future under Rule 144. 1,529,332 of such
2,772,014 shares include shares held by officers and directors who, with the
exception of Mr. Grumman and Mr. Schneider, have agreed not to sell their shares
until October 8, 1997 without the written consent of the Representative. 211,618
shares owned by Mr. Grumman are subject to lock-up; however, Mr. Grumman will,
subject to certain conditions, be permitted to sell 7,500 shares of Common Stock
per month during a one year lock-up period commencing October 8, 1996. In
general, under Rule 144, a person (or persons whose shares are aggregated)
holding restricted securities who has satisfied a two-year holding period may,
commencing 90 days after the date hereof, under certain circumstances, sell
within any three-month period that number of shares which does not exceed the
greater of 1% of the then outstanding shares of Common Stock or the average
weekly reported trading volume during the four calendar weeks prior to filing a
Rule 144 notice. Rule 144 also permits, under certain circumstances, the sale
of shares without any quantity limitation by a person who has satisfied a
three-year holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company. The Securities and Exchange
Commission (the "Commission") has proposed to shorten the two year and three
year holding periods of Rule 144 to one year and two years, respectively. If
such holding periods are shortened, the holders of restricted securities could
accelerate the date that they could sell their shares. Future sales under Rule
144 or by the Selling Security Holders including sales of the Selling Security
Holders' Redeemable Warrants (and the shares issuable upon exercise of the
Selling Security Holders' Redeemable Warrants) may have an adverse effect on the
market price of the shares of Common Stock or Redeemable Warrants should a
public market develop for such Securities.
NO DIVIDENDS. It is the current policy of the Company that it will retain
earnings, if any, for expansion of its operations, remodeling or conversion of
existing restaurants and other corporate purposes and it will not pay any cash
dividends in respect of the Common Stock in the foreseeable future.
NO ASSURANCE OF CONTINUED NASDAQ INCLUSION. In order to qualify for
continued listing on Nasdaq, a company, among other things, must have $2,000,000
in total assets, $1,000,000 in capital and surplus and a minimum bid price of
$1.00 per share. If the Company is unable to satisfy the maintenance
requirements for quotation on Nasdaq, of which there can be no assurance, it is
anticipated that the Common Stock would be quoted in the over-the-counter market
National Quotation Bureau ("NQB") "pink sheets" or on the NASD OTC Electronic
Bulletin Board. As a result, an investor may find it more difficult to dispose
of, or obtain accurate quotations as to the market price of the Common Stock
which may materially adversely affect the liquidity of the market of the Common
Stock.
-8-
<PAGE>
POSSIBLE ADVERSE IMPACT OF PENNY STOCK REGULATION. If the Common Stock is
delisted from Nasdaq, it might be subject to the low-priced security or
so-called "penny stock" rules that impose additional sales practice requirements
on broker-dealers who sell such securities. For any transaction involving a
penny stock the rules require, among other things, the delivery, prior to the
transaction, of a disclosure schedule required by the Commission relating to the
penny stock market. The broker dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities. Finally, monthly statements must be sent
disclosing recent price information for the penny stocks held in the customer's
account.
Although the Company believes that the Common Stock is not a penny stock
due to its continued listing on Nasdaq, in the event the Common Stock
subsequently becomes characterized as a penny stock, the market liquidity for
the Common Stock could be severely affected. In such an event, the regulations
relating to penny stocks, could limit the ability of broker-dealers to sell the
Common Stock and, thus, the ability of purchasers in this offering to sell their
Common Stock in the secondary market.
POSSIBLE ADVERSE IMPACT OF SELLING SECURITY HOLDERS' SHARES AND REDEEMABLE
WARRANTS ON MARKET PRICE. Pursuant to a Selling Shareholder Prospectus dated
October 8, 1996, the Company has registered 1,766,864 shares of Common Stock,
10,014,584 Selling Security Holders' Redeemable Warrants owned by certain
Selling Security Holders, and 10,014,584 shares of Common Stock issuable upon
exercise of such Selling Security Holders' Redeemable Warrants (collectively
referred to herein as the "Selling Security Holders' Securities"). As of the
initial public offering which closed on October 15, 1996, the Selling Security
Holders or their respective transferees were able to sell the Selling Security
Holders' Securities. The sale of the Selling Security Holders' Securities may
be effected from time to time in transactions (which may include block
transactions by or for the account of Selling Security Holders) in the
over-the-counter market or negotiated transactions, through the writing of
options on the Selling Security Holders' Securities, through a combination of
such methods of sale or otherwise. Sales of Selling Security Holders' Shares or
the shares issuable upon exercise of the Selling Security Holders' Redeemable
Warrants may depress the price of the Common Stock in any market that may
develop for the Common Stock.
POSSIBLE ADVERSE IMPACT ON POTENTIAL BIDS TO ACQUIRE SHARES DUE TO ISSUANCE
OF PREFERRED OR COMMON STOCK. The Board of Directors of the Company has
authority to issue up to 5,000,000 shares of preferred stock of the Company (the
"Preferred Stock") and to fix the rights, preferences, privileges and
restrictions of such shares without any further vote or action by the
shareholders. In addition, the Company has authorized 60,000,000 shares of
Common Stock. Only 6,408,321 shares of Common Stock were outstanding
immediately following the initial public offering which closed on October 15,
1996, assuming no exercise of the Underwriters' over-allotment options and
assuming that the Representative's Warrants and all other stock options and
warrants then to be outstanding were not exercised. An additional 13,134,584
shares of Common Stock are reserved for issuance pursuant to the Underwriters'
over-allotment options, Redeemable Warrants, the Selling Security Holders'
Redeemable Warrants, the Representative's Warrants, all of which are subject to
the Company's Prospectus, dated October 8, 1996, and options that may be granted
under the 1996 Stock Option Plan. Thus, an additional 40,457,095 shares of
Common Stock remain available for issuance at the discretion of the Board of
Directors. The potential issuance of authorized and unissued Preferred Stock or
Common Stock of the Company may result in special rights and privileges,
including voting rights, to individuals designated by the Company and have the
effect of delaying, deferring or preventing a change in control of the Company.
As a result, such potential issuance may adversely affect the marketability and
potential market price of the shares, as well as the voting and other rights of
the holders of the Common Stock. The Company currently has no plans to issue
shares of Preferred Stock or additional shares of Common Stock.
POSSIBLE DILUTIVE EVENT AS A RESULT OF LACK OF PREEMPTIVE RIGHTS. The
holders of Common Stock do not have any subscription, redemption or conversion
rights, nor do they have any preemptive or other rights to acquire or subscribe
for additional, unissued or treasury shares. Accordingly, if the Company were
to elect to sell additional shares of Common Stock, or securities convertible
into or exercisable to purchase shares of Common Stock, persons acquiring Common
Stock in this offering would have no right to purchase additional shares, and as
a result, their percentage equity interest in the Company would be diluted.
-9-
<PAGE>
----------------------
THE ABOVE RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE
OTHER INFORMATION IN THIS PROSPECTUS AND INFORMATION INCORPORATED HEREIN BY
REFERENCE BEFORE PURCHASING THE SECURITIES OFFERED HEREBY. EXCEPT FOR THE
HISTORICAL INFORMATION CONTAINED HEREIN OR INCORPORATED HEREIN BY REFERENCE, THE
DISCUSSION IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND
UNCERTAINTIES, SUCH AS STATEMENTS OF THE COMPANY'S PLANS, OBJECTIVES,
EXPECTATIONS AND INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS PROSPECTUS
AND INCORPORATED BY REFERENCE HEREIN SHOULD BE READ AS BEING APPLICABLE TO ALL
RELATED FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN OR ARE INCORPORATED
HEREIN BY REFERENCE INTO THIS PROSPECTUS. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE DISCUSSED HERE OR INCORPORATED HEREIN BY REFERENCE.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE
DISCUSSED ABOVE, AS WELL AS THOSE DISCUSSED ELSEWHERE HEREIN OR INCORPORATED
HEREIN BY REFERENCE.
-10-
<PAGE>
SELLING SHAREHOLDER
The following table shows for the Selling Shareholder, (i) the number of
shares and percentage of Common Stock of the Company beneficially owned by it as
of January 2, 1997, (ii) the number of shares covered by this Prospectus and
(iii) the percentage of ownership if all shares of Common Stock covered by this
Prospectus are sold.
Number of
Number of Shares Shares Percent of
Selling Beneficially Percent of Covered by This Class After
Shareholder Owned(1) Class Prospectus(2) Offering
----------- -------- ----- ------------- --------
Woodbridge 124,001 1.9% 124,001 0(1)
Holdings, Inc.
- ---------------
(1) Assumes that the Selling Shareholder sells all of the Shares of Common
Stock registered herein.
The Selling Shareholder has provided certain consulting services for which
it received certain shares of Common Stock of the Company, including those
Shares being offered pursuant to and covered by this Prospectus.
The address of the Selling Shareholder is c/o Chicago Pizza & Brewery,
Inc., 26131 Marguerite Parkway, Suite A, Mission Viejo, California 92692.
PLAN OF DISTRIBUTION
The shares may be sold by the Selling Shareholder or by pledgees, donees,
transferees or other successors-in-interest. Such sales may be made in the
over-the-counter market, in privately negotiated transactions, or otherwise, at
prices and at terms then prevailing, at prices related to the then current
market prices or at negotiated prices. The shares may be sold by one or more of
the following methods: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal in order to consummate the transaction; (b) a
purchase by a broker or dealer as principal, and the resale by such broker or
dealer for its account pursuant to this Prospectus, including resale to another
broker or dealer; or (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers. In effecting sales, brokers or dealers
engaged by a Selling Shareholder may arrange for other brokers or dealers to
participate. Any such brokers or dealers will receive commissions or discounts
from the Selling Shareholder in amounts to be negotiated immediately prior to
the sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be 'underwriters' within the meaning of the Securities
Act of 1933, as amended. Any gain realized by such a broker or dealer on the
sale of shares which it purchases as a principal may be deemed to be
compensation to the broker or dealer in addition to any commission paid to the
broker by a Selling Shareholder.
The Selling Shareholder has entered into a Selling Agreement with The
Boston Group, L.P., whereby it agrees that any sale of shares of Common Stock of
the Company, including the Shares covered by this Prospectus shall be conducted
exclusively through The Boston Group, L.P., at prevailing market prices or in
block transactions at negotiated prices, with usual and customary discounts,
concessions or commissions.
The shares covered by this Prospectus may be sold under Rule 144 under the
1933 Act ("Rule 144") instead of under this Prospectus. None of such shares
currently qualify for sale under Rule 144. The Company will not receive any
portion of the proceeds of the shares sold by the Selling Shareholder.
-11-
<PAGE>
The Selling Shareholder has advised the Company that during the time it is
engaged in distribution of Common Stock covered by this Prospectus, it will
comply with Rules 10b-5 and 10b-6 under the 1934 Act and pursuant thereto: (i)
will not engage in any stabilization activity in connection with the Company's
securities; (ii)will furnish each broker through which Common Stock covered by
this Prospectus may be offered the number of copies of this Prospectus which are
required by each broker; and (iii)will not bid for or purchase any securities of
the Company or attempt to induce any person to purchase any of the Company's
securities other than as permitted under the 1934 Act. The Selling Shareholder
may be an "affiliated purchaser" of the Company as defined in Rule 10b-6 and has
been further advised that pursuant to Securities Exchange Act Release 34-23611
(September 11, 1986), they must coordinate their sales under this Prospectus
with each other and the Company for purposes of Rule 10b-6.
EXPERTS
The consolidated balance sheet of Chicago Pizza & Brewery, Inc. as of
December 31, 1995, the combined statements of operations, shareholders' equity
and cash flows for the year ended December 31, 1994 and the consolidated
statements of operations, shareholders' equity and cash flows for the year ended
December 31, 1995, incorporated by reference in this Prospectus have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given upon the authority of such as experts in
accounting and auditing.
The combined balance sheet of Pietro's Corp.'s Business Related to
Purchased Assets (which include the 26 restaurants acquired and owned as of
March 29, 1996 by Chicago Pizza Northwest, Inc., a Washington corporation and
wholly owned subsidiary of the Company) as of December 25, 1995 and the combined
statements of operations, equity and cash flows for the year ended December 26,
1994 and the year ended December 25, 1995, incorporated by reference in this
Prospectus have been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given upon the authority of such as
experts in accounting and auditing.
-12-
<PAGE>
No dealer, salesman or other person is authorized to give any information or to
make any representations not contained in this prospectus in connection with the
offer made hereby, and if given or made, such information or representations
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer to sell or a solicitation offer to buy
the securities offered hereby to any person in any state or other jurisdiction
in which such offer or solicitation would be unlawful. The delivery of this
Prospectus at any time does not imply that information contained herein is
correct as of any time subsequent to its date.
TABLE OF CONTENTS
Page
----
DOCUMENTS INCORPORATED BY
REFERENCE......................................................................2
AVAILABLE INFORMATION..........................................................2
THE COMPANY....................................................................3
RISK FACTORS...................................................................3
SELLING SHAREHOLDER...........................................................11
PLAN OF DISTRIBUTION..........................................................11
EXPERTS.......................................................................12
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CHICAGO PIZZA
& BREWERY, INC.
COMMON STOCK
--------------------------
PROSPECTUS
--------------------------
January 2, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference in this registration
statement (the "Registration Statement") the following documents filed with the
Securities and Exchange Commission (the "Commission") by the Registrant pursuant
to the Securities Act of 1933 and the Securities Exchange Act of 1934, as
amended, respectively:
A. The Registrant's Prospectus dated October 8, 1996.
B. The Registrant's 10-QSB filed November 22, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein by the Registrant and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein by
the Registrant shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to provisions of the California General Corporation Law, the
Articles of Incorporation of the registrant (the "Company"), as amended, include
a provision which eliminates the personal liability of its directors to the
Company and its shareholders for monetary damage to the fullest extent
permissible under California law. This limitation has no effect on a director's
liability (i) for acts or omissions that involve intentional misconduct or a
knowing and culpable violation of law, (ii) for acts or omissions that a
director believes to be contrary to the best interests of the Company or its
shareholders or that involve the absence of good faith on the part of the
director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for
the director's duty to the Company or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of a serious injury to the Company or
its shareholders, (v) for acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Company or its shareholders, (vi) under Section 310 of the California General
Corporation Law (concerning contracts or transactions between the Company and a
director) or (vii) under Section 316 of the California General Corporation Law
(concerning directors' liability for improper dividends, loans and guarantees).
The provision does not eliminate or limit the liability of an officer for any
act or omission as an officer, notwithstanding that the officer is also a
director or that his actions, if negligent or improper, have been ratified by
the Board of Directors. Further, the provision has no effect on claims arising
under federal or state securities or blue sky laws and does not affect the
availability of injunctions and other equitable remedies
II-1
<PAGE>
available to the Company's shareholders for any violation of a director's
fiduciary duty to the Company or its shareholders.
The Company's Articles of Incorporation authorize the Company to
indemnify its officers, directors and other agents to the fullest extent
permitted by California law. The Company's Articles of Incorporation also
authorize the Company to indemnify its officers, directors and agents for
breach of duty to the corporation and its shareholders through bylaw
provisions, agreements or both, in excess of the indemnification otherwise
provided under California law, subject to certain limitations. The Company
has entered into indemnification agreements with certain directors and
officers whereby the Company will indemnify each such person (an
"indemnitee") against certain claims arising out of certain past, present or
future acts, omissions or breaches of duty committed by an indemnitee while
serving in his employment capacity. Such indemnification does not apply to
acts or omissions which are knowingly fraudulent, deliberately dishonest or
arise from willful misconduct. Indemnification will only be provided to the
extent that the indemnitee has not already received payments in respect of a
claim from the Company or from an insurance company. Under certain
circumstances, such indemnification (including reimbursement of expenses
incurred) will be allowed for liability arising under the Securities Act.
The Company has purchased directors' and officers' liability insurance
policy insuring directors and officers of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The 124,001 Shares were issued to Woodbridge Holdings, Inc., the Selling
Shareholder, for certain business consulting services and were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.
ITEM 8. EXHIBITS
4.1 Incorporated by reference to Exhibits 3.1 and 3.2 to Registration
Statement No. 333-5182-LA on Form SB-2 filed on June 28, 1996
23.1 Consent of independent accountants (Coopers & Lybrand, LLP)
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(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;
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant
II-2
<PAGE>
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall 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 of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons or 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 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 Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Mission Viejo, State of California, on the 2nd day of January
1997.
Chicago Pizza & Brewery, Inc.
By /s/ Paul A. Motenko
-----------------------------------------------
Paul A. Motenko, Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Paul A.
Motenko his true and lawful attorney-in-fact and agent, acting alone, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, any Amendments
thereto, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, each acting alone, full powers and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorney-in-fact
and agent, acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Paul A. Motenko Chairman of the January 2, 1997
- ------------------------------ Board, Chief Executive
Paul A. Motenko Officer, Vice President
and Secretary
/s/ Jeremiah J. Hennessy President, Chief January 2, 1997
- ------------------------------ Operating Officer and
Jeremiah J. Hennessy Director
/s/ Laura Parisi Chief Financial January 2, 1997
- ------------------------------ Officer, Assistant
Laura Parisi Secretary
II-4
<PAGE>
/s/ Alexander M. Puchner Director of Brewing January 2, 1997
- ------------------------------ Operations and
Alexander M. Puchner Director
/s/ Barry J. Grumman Director January 2, 1997
- ------------------------------
Barry J. Grumman
/s/ Stanley B. Schneider Director January 2, 1997
- ------------------------------
Stanley B. Schneider
/s/ Steven B. Mayer Director January 2, 1997
- ------------------------------
Steven B. Mayer
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
4.1 Incorporated by reference to Exhibits 3.1 and 3.2 to Registration
Statement No. 333-5182-LA on Form SB-2 filed on June 28, 1996.
23.1 Consent of independent accountants (Coopers & Lybrand, LLP)
-i-
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Chicago Pizza & Brewery Inc., on form S-8 (File No. 333-_____ ) of our report
dated June 14, 1996, on our audits of the consolidated balance sheet as of
December 31, 1995, the combined statements of operations shareholders' equity
and cash flows for the year ended December 31, 1994, and the consolidated
statements of operations, shareholders' equity and cash flows for the year
ended December 31, 1995, and the combined balance sheet of Pletro's Corp.'s
Business Related to Purchased Assets as of December 25, 1995, and the related
combined statements of operations, equity and cash flows for the fiscal years
ended December 26, 1994 and December 25, 1995, which reports are included in
the Prospectus on form SB-2. We also consent to the reference to our firm
under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
----------------------------------
Coopers & Lybrand L.L.P.
Los Angeles, California
December 30, 1996
