July 18, 1996
N.U.
Pizza Holding Corporation
15414
Cabrito
Avenue
Suite A
Van Nuys, CA 91406
Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 to be filed by you with the Securities and Exchange
Commission on or about July 16, 1996. In connection with the
registration under the Securities Act of 1933, as amended, of
3,500,000 shares of the Company s Common Stock, $0.001 par value
(exclusive of any securities associated therewith, the "Stock")
to be issued by the Company in connection with said registration
statement. As your counsel, we have examined the proceedings
relating to and action taken by you in connection with the
registration statement.
Based upon that examination, it is our opinion that the 3,500,000
shares of the Stock that may be issued pursuant to the
Registration Statement, when issued and sold in the manner
provide in the Registration Statement, will be validly issued,
fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references to
us in the Registration Statement and any amendments thereto. In
providing this consent, we do not thereby admit that we are
within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/Eric P. Littman
Eric P. Littman
EPL/
ic
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of January
15, 1996, by and between Neil Rand ( Consultant ) and
N.U.
Pizza Holding
Corporation with offices at 3443
Tripp
Court, San Diego, CA
93121
(the Company )
WITNESSETH
WHEREAS, the Company is engaged in the production and marketing of the
Photoscreener
and wishes to expand its business by acquiring other companies; and
WHEREAS, the Company requires and will continue to require consulting
services
relating management, strategic planning and marketing in connection with its
business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the
Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting
services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated,
it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter
set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement,
and shall terminate on December 31, 1996, unless earlier terminated in
accordance
with paragraph 8 herein or extended as agreed to between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financia
l matters
in connection with the operation of the businesses of the Company, expansion of
services, acquisitions and business opportunities, and shall review and advise
the
Company regarding its overall progress, needs and condition. Consultant agrees
to
provide on a timely basis the following enumerated services plus any additional
services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning
to fully develop and enhance the Company s assets, resources,
products
and services;
(b) The implementation of a marketing program to enable the Company
to
broaden the markets for its services and promote the image of the Company and
its
products and services;
(c) Advise the Company relative to the recruitment and employment of
key
executives consistent with the expansion of operations of the Company;
(d) The identification, evaluation, structuring, negotiating and closing
of joint
ventures, strategic alliances, business acquisitions and advice with regard to
the
ongoing managing and operating of such acquisitions upon consummation thereof;
and
(e) Advice and recommendations regarding corporate financing
including the
structure, terms and content of bank loans, institutional loans, private debt
funding,
mezzanine financing, blind pool financing and other preferred and common stock
equity private or public financing.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all
approved data and information about it, its subsidiaries, its management, its
products
and services and its operations as shall be reasonably requested by Consultant,
and
shall advise Consultant of any facts which would affect the accuracy of any
data and
information previously supplied pursuant to this paragraph. The
Companyshall
promptly supply Consultant with full and complete copies of all financial
reports, all
filings with all federal and state securities agencies; with full and complete
copies of
all stockholder reports; with all data and information supplied by any
financial analyst,
and with all brochures or other sales materials relating to its products or
services.
5. COMPENSATION.
The Company will immediately grant Consultant 3,500,000 shares of the
Company s Common Stock valued at $0.21 per share. Consultant in providing the
foregoing services, shall not be responsible for any out-of-pocket costs,
including,
without limitation, travel, lodging, telephone, postage and Federal Express
charges.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation
of the accuracy of any and all facts, material information and data which
it supplies
to Consultant and acknowledges its awareness that Consultant will rely on such
continuing representation in disseminating such information and otherwise
performing
its advisory functions. Consultant in the absence of notice in writing from the
Company, will rely on the continuing accuracy of material, information and data
supplied by the Company. Consultant represents that he has knowledge of and is
experienced in providing the aforementioned services.
8. MISCELLANEOUS.
Termination: This Agreement may be terminated by either Party upon written
notice to the other Party for any reason which shall be effective five
(5) business
days from the date of such notice. This Agreement shall be terminated
immediately
upon written notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding
of the
Parties with respect to the subject matter hereof. This Consulting Agreement
may be
amended only in a writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall
be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or
facsimile telephone number as the Party shall have furnished in writing to
the other
Party.
Waiver: Any waiver by either Party of a breach of any provision of
this
Consulting Agreement shall not operate as or be construed to be a waiver of
any other
breach of that provision or of any breach of any other provision of this
Consulting
Agreement. The failure of a Party to insist upon strict adherence to any
term of this
Consulting Agreement on one or more occasions will not be considered a waiver or
deprive that Party of the right thereafter to insist upon adherence to that
term of any
other term of this Consulting Agreement.
Assignment: Neither this Consulting Agreement nor the Option
granted in
paragraph 5 may be transferred or assigned.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or
unenforceable, the balance of this Consulting Agreement shall remain in
effect, and
if any provision is inapplicable to any person or circumstance, it shall
nevertheless
remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of this
Consulting
Agreement shall be submitted to arbitration under the rules of the
American Arbitration
Association and the decision of the arbiter(s) shall be enforceable in any
court having
jurisdiction thereof. Arbitration shall occur only in Miami, Florida.
The interpretation
and
the enforcement of this Agreement shall be governed by Florida law as applied to
residents of the State of Florida relating to contracts executed in and to be
performed
solely within the State of Florida. In the event any dispute is arbitrated,
the prevailing
party (as determined by the arbiter(s)) shall be entitled to recover that
party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
N. U. PIZZA HOLDING CONSULTANT
CORPORATION
/s/ RONALD G.
GELET
By: /s/ NEIL RAND
- - --------------------------------- ------------------
Ronald G.
Gelet
, President Neil
Rand
July 18, 1996
Board of Directors
N.C. Pizza Holding Corporation
15414
Cabrito
Avenue
Suite A
Van Nays, CA 91406
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports and references to our firm included in this S-8
registration statement.
/s/Block &
Handelman
BLOCK &
HANDLEMAN
As filed with the Securities and Exchange Commission on July __, 1996.
Registration Number 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
N.U
PIZZA HOLDING CORPORATION
Nevada 95-365327
State of Incorporation IRS EMPLOYEE IDENTIFICATION NUMBER
STOCK COMPENSATION PLAN
(Full title of Plan)
Ronald J.
Gelet
3443
Tripp
Court, Suite B
San Diego, CA 93121
(619) 259-6324
(Name, Address and Telephone Number of Agent for Service)
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From Time to Time after this Registration Statement becomes Effective
Calculation of Registration Fee
Proposed Maximum Amount of
Title of Each Class Amount to be Maximum Aggregate Registration
of Securities to be Registered Offering Offering Price Fee(1)
Registered Price Per
Share
Common Stock 3,500,000 $0.21 $ 735,000 $254
No Par Value shares
(1) Estimated solely for the purpose of calculating the registration fee on
the based upon the
average bid and asked price of the Common Stock on the OTC Electronic
Bulletin Board on July 11,
1996.
<PAGE>
<PAGE>
THIS DOCUMENT CON STITUTES PART OF A PROSPECTUS
COVERING SECURITI ES THAT HAVE BEEN REGISTERED
UNDER THE SECURIT IES ACT OF 1933
3,500,000 Shares
N.U.
PIZZA HOLDING COR PORATION
Common Stock
This Prospectus relates to 3,500,000 shares of common stock, $.001 par
value
(the "Common Stock"), of
N.U.
Pizza Holding Corporation, a Nevada corporation (the
"Company"), issuable pursuant to Consulting Agreements described herein.
The delivery of this Prospectus at any time does not imply that the
information
contained herein is correct as of any time subsequent to the date hereof.
No person
has been authorized to give any information or to make any representation
other than
as contained herein in connection with the offer contained in this
Prospectus, and, if
given or made, such information or representation must not be relied upon.
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.
The date of this Prospectus is July 16, 1996.
DESCRIPTION OF AGREEMENT
In July 1996, The Company entered into a Consulting Agreement (the
"Agreement"), with Neal Rand pursuant to which the Company has agreed to issue
3,500,000 shares (the "Shares") of the Company's Common Stock in payment for
consulting services to the Company concerning management, marketing, strategic
planning, corporate organization and structure, financial matters, expansion of
services, acquisitions and business opportunities in connection with the
Company's
food product business.
REGISTRATION OF THE SHARES
Pursuant to each of the Agreements, the Company has agreed to
register the
Shares on a Registration Statement on Form S-8 under the Securities Act of
1933, as
amended, in connection with their original issuance to the consultants. This
Prospectus relates to a Registration Statement on Form S-8 which was filed
with the
Securities and Exchange Commission on the date hereof and which became effective
as of such filing.
RESALE OF THE SHARES
The Agreements do not impose any restrictions on the resale of the Shares.
However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such
term is defined in Rule 144 promulgated under the Securities Act, at any such
time,
such person will be subject to the limitations on the amount of securities
which may
be sold imposed under Rule 144(e)(1). Rule 144(e)(1) generally provides that
the
number of shares of Common Stock which may be sold in any three month period may
not exceed the greater of (
i
) 1% of the outstanding Common Stock as shown by the
most recent published report of the Company or (ii) the average weekly reported
volume of trading in the Common Stock, as reported through NASDAQ, for the four
weeks preceding the filing of a notice of proposed sale of the Common Stock, if
required under Rule 144(b) under the Securities Act, or preceding the date of
receipt
of the order to execute the transaction by the broker or the date of
execution directly
with a market maker.
Additional information regarding the Agreements not set forth in this
Prospectus
may be obtained obtained from the Company at 15415
Cabrito
Avenue, Suite A, Van
Nuys, CA 91406.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, each of the consultants recognized
ordinary income for federal income tax purposes in an amount equal to the
then fair
market value of the Shares received by such consultant. Each consultant will
recognize gain or loss on the subsequent sale of the Shares in an amount
equal to the
difference between the amount realized and the tax basis of such Shares,
which will
equal the amount included in the consultant's income by reason of the
issuance of the
Shares. Provided such Shares are held as a capital asset, such gain or
loss will be
long-term or short-term capital gain or loss depending upon whether the
Shares have
been held for more than one year.
The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of
the Code.
This discussion is only a summary of certain significant federal income tax
consequences and each consultant should consult an independent tax adviser as to
all of the federal and state income tax consequences relating to the receipt
or sale of
the Shares.
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the
Form S-8,
and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the Company, without
charge, upon written or oral request. Requests for documents should be
directed to
the President of the Company. The documents incorporated by reference in Item 3
of Part II of the Form S-8 are also incorporated in this Prospectus by
reference thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The Registrant is subject to the informational and reporting
requirements of
Sections 13(a), 13(C), 14 and 15(d) of the Securities and Exchange Act of
1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission.
The
following documents, which are on file with the Securities and Exchange
Commission,
are incorporated in this Registration Statement by reference:
(a) the Registrant's: (I) latest annual report filed pursuant to
Section
13(a) or 15(d) of the Exchange Act; (ii) the latest prospectus filed pursuant
to Rule
4524(b) under the Securities and Exchange Act of 1933, as amended (the "Act"),
which contains, either directly or by incorporation by reference, audited
financial
statements for the Registrant's latest fiscal year for which such statements
have been
filed,; or (iii) the Registrant's effective registration statement on
Form S-18, if any,
filed under the Exchange Act containing audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports
or the
prospectus referred to in (a) above.
(c) The Registrant's definitive proxy statement or the information
statement, if any, filed pursuant to Section 14 of the Exchange Act in
connection with
the latest annual meeting of its stockholders, and any definitive proxy or
information
statements so filed in connection with any subsequent special meeting of its
stockholders.
(d) The description of the Common Stock which are contained in
registration statements filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
(e) Information as to stock options, including the amount
outstanding,
exercises, prices and expiration dates, included in the Registrant's
definitive proxy
statement, described in (c) above and which will be included in the future
either in the
Registrant's proxy statements, annual reports or appendices to the prospectus.
All documents filed by the Registrant pursuant to Section 13(a), 14
and 15(d)
of the Exchange Act prior to the filing of a post-effective amendment which
indicates
that all shares offered hereby have been sold or which deregisters all shares
then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement
by reference and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
The authorized capital common stock of the Company consists of
50,000,000 shares of Common Stock, $.001 par value. Holders of the Common Stock
do not have preemptive rights to purchase additional shares of Common Stock or
other subscription fights. The Common Stock carries no conversion rights and
is not
subject to redemption or to any sinking fund provisions. All shares of Common
Stock
are entitled to share equally in dividends from sources legally available
therefor when,
as and if declared by the Board of Directors and, upon liquidation or
dissolution of the
Company, whether voluntary or involuntary, to share equally in the assets of the
Company available for distribution to stockholders. All outstanding shares of
Common
Stock are validly authorized and issued, fully paid and nonassessable,
and all shares
to be sold and issued as contemplated hereby, will be validly authorized
and issued,
fully paid and nonassessable. The Board of Directors is authorized to
issue additional
shares of Common Stock, not to exceed the amount authorized by the Company's
Certificate of Incorporation, on such terms and conditions and for such
consideration
as the Board may deem appropriate without further stockholder action. The above
description concerning the Common Stock of the Company does not purport to be
complete. Reference is made to the Company's Certificate of Incorporation and
Bylaws
which are available for inspection upon proper notice at the Company's
offices, as
well as to the applicable statutes of the State of Florida for a more complete
description concerning the rights and liabilities of stockholders.
Each holder of
Common Stock is entitled to one vote per share on all matters on which such
stockholders are entitled to vote. Since the shares of Common Stock do not have
cumulative voting rights, the holders of more than 50 percent of the shares
voting for
the election of directors can elect all the directors if they choose to do so
and, in such
event, the holders of the remaining shares will not be able to elect any
person to the
Board of Directors.
Item 5. Interests of Named Experts and Counsel
No such interests.
Item 6. Indemnification of Directors and Officers
As permitted by the Florida Corporation Law, under the Company's
Certificate
of Incorporation and By-Laws, the Company shall to the fullest extent
permitted by
Nevada Law, as the same shall be added and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said Section from and
against
any and all of the expenses, liabilities or other matters referred to in
or covered by said
Section, and the indemnification provided for therein shall not be deemed
exclusive
of any other right to which any person may be entitled under any By-Law,
resolution
of shareholders, resolution of directors, agreement or otherwise,
as permitted by said
Article, as to action in any capacity in which he served at the request of
the Company.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933
may be permitted to directors, officers or persons controlling the
Company pursuant
to the foregoing provisions, the Company has been informed that, in the
opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as
expressed n the Act and is therefore unenforceable. In the event that a claim
for
indemnification against such liabilities (other than the payment by the
Company of
expenses incurred or paid by a director, officer or controlling person of the
Company
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person, in connection with securities being
registered,
the Company 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 as to
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.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is attached hereto and
incorporated herein by reference.
Item 9. Undertakings
1. The Registrant hereby undertakes:
(a) 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 (I) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, 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
Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act of
1933, 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.
(c) 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.
2. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the
Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 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
in the initial bona fide offering thereof.
<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 of
the requirements
for filing on Form S-8 and has duly caused this Registration Statement
to be signed
on its behalf by the undersigned,
thereunto
duly authorized, in the city of San Diego,
California this ____ day of July, 1996.
N. U. PIZZA HOLDING CORPORATION
BY: Ronald J.
Gelet
Ronald J.
Gele
t, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration
Statement has been signed by the following persons in the capacities
and on the dates
indicated.
SIGNATURE TITLE DATE
Ronald J.
Gele
t Director 7/__/96
Ronald
J.Gele
t Chief Financial Officer
<PAGE>
EXHIBIT INDEX
3.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Form 10-K under the Securities
Exchange Act of 1934 filed with the Commission in
November 1994., file number 0-19522).
3.2 By-Laws of the Company (incorporated herein by reference
to Form
10
K under the Securities Exchange Act of 1934
filed with the Commission in November 1994, file number
0-19522.)
4.1 Form of Stock Compensation Plan
5.3 Opinion of Eric P. Littman, P.A.
24.1 Consent of Eric P. Littman, P.A. (contained in 5.3)
24.2 Consent of Block &
Handelman
, CPA.
