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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM 10
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GENERAL FORM FOR
REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------
UNIQUE CASUAL RESTAURANTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 04-3370491
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
ONE CORPORATE PLACE
55 FERNCROFT ROAD
DANVERS, MASSACHUSETTS 01923
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(508) 774-9115
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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COMMON STOCK, PAR VALUE $.01 PER SHARE THE NASDAQ NATIONAL MARKET
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The purpose of this Pre-effective Amendment No. 3 to Form 10 of Unique
Casual Restaurants, Inc. (the "Company") is to file a signed and dated
Independent Auditors' Report of Deloitte & Touche LLP, the Company's independent
auditors, which does not contain the legend included in the prior amendments.
<PAGE> 3
UNIQUE CASUAL RESTAURANTS, INC.
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
ITEM 1. BUSINESS.
The information required by this item is set forth under the captions
"Summary," "Risk Factors," "The Reorganization," "Management's Discussion and
Analysis of Results of Operations and Financial Condition of the Company," and
"Business" and in the Notes to the Combined Financial Statements in the
Information Statement, and is hereby incorporated by reference.
ITEM 2. FINANCIAL INFORMATION.
The information required by this item is set forth under the captions
"Summary," "Summary Historical Combined Financial Data," "Pro Forma
Capitalization," "Unaudited Pro Forma Combined Balance Sheet," "Selected
Historical Combined Financial Data," "Management's Discussion and Analysis of
Results of Operations and Financial Condition of the Company" and the Combined
Financial Statements in the Information Statement, and is hereby incorporated by
reference.
ITEM 3. PROPERTIES.
The information required by this item is set forth under the caption
"Business -- Properties" in the Information Statement, and is hereby
incorporated by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this item is set forth under the captions
"Summary," "The Reorganization" and "Security Ownership of Certain Beneficial
Owners and Management" in the Information Statement, and is hereby incorporated
by reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.
The information required by this item is set forth under the captions
"Summary" and "Management" in the Information Statement, and is hereby
incorporated by reference.
ITEM 6. EXECUTIVE COMPENSATION.
The information required by this item is set forth under the caption
"Management -- Executive Compensation" in the Information Statement, and is
hereby incorporated by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by this item is set forth under the captions
"Summary," "The Offer, the Merger and Certain Related Transactions," "Other
Agreements," and "Certain Relationships and Related Transactions," and
"Management" in the Information Statement, and is hereby incorporated by
reference.
ITEM 8. LEGAL PROCEEDINGS.
The information required by this item is set forth under the caption
"Business -- Legal Proceedings" in the Information Statement, and is hereby
incorporated by reference.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The information required by this item is set forth under the captions
"Summary," "Risk Factors," "The Reorganization," and "Dividend Policy" in the
Information Statement, and is hereby incorporated by reference.
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
On May 27, 1997, the Registrant issued and sold to DAKA International, Inc.
("DAKA International") 1,000 shares of its common stock, par value $.01 per
share (the "UCRI Common Stock"), for an aggregate consideration of $100 in
connection with the formation of Registrant. Such issuance did not involve an
underwriter, and no discount or commission was paid in connection therewith. The
Registrant relied on the exemption from registration contained in Section 4(2)
of the Securities Act of 1933, as amended.
Prior to the Distribution (as defined in the Information Statement), the
Registrant will issue a number of shares of UCRI Common Stock to DAKA
International in consideration for the Contribution (as defined in the
Information Statement) of certain assets to the Registrant in connection with
such Distribution. The number of shares of UCRI Common Stock issued to DAKA
International shall be equal to the number of shares necessary in order to
enable DAKA International to effect the Distribution. The Distribution of shares
of UCRI Common Stock by DAKA International to holders of its common stock will
be effected as a dividend, without consideration.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this item is set forth under the caption
"Description of Capital Stock" in the Information Statement, and is hereby
incorporated by reference.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information required by this item is set forth under the caption
"Liability and Indemnification of Directors and Officers" in the Information
Statement, and is hereby incorporated by reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is set forth under the captions
"Summary," "Summary Historical Combined Financial Data," "Pro Forma
Capitalization," "Unaudited Pro Forma Combined Balance Sheet," "Selected
Historical Combined Financial Data," "Management's Discussion and Analysis of
Results of Operations and Financial Condition of the Company" and the Combined
Financial Statements in the Information Statement, and is hereby incorporated by
reference.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS IN ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements
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PAGE
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Index to Combined Financial Statements................................................ F-1
Report of Independent Auditors........................................................ F-2
Report of Independent Public Accountants.............................................. F-3
Combined Financial Statements:
Balance Sheets as of June 29, 1996, July 1, 1995 and March 29, 1997 (Unaudited)..... F-4
Statements of Operations for the fiscal years ended June 29, 1996, July 1, 1995
and July 2, 1994 and for the nine months ended March 29, 1997 (Unaudited) and
March 30, 1996 (Unaudited)....................................................... F-5
Statements of Cash Flows for the fiscal years ended June 29, 1996, July 1, 1995
and July 2, 1994 and for the nine months ended March 29, 1997 (Unaudited) and
March 30, 1996 (Unaudited)....................................................... F-6
Statements of Group Equity for the fiscal years ended June 29, 1996, July 1, 1995
and July 2, 1994 and for the nine months ended March 29, 1997 (Unaudited)........ F-7
Notes to Combined Financial Statements.............................................. F-8
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(b) Exhibits
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EXHIBIT
NUMBER DESCRIPTION PAGE
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2.1 -- Agreement and Plan of Merger, dated as of May 27, 1997, by and among Compass
Interim, Inc. ("Compass Interim"), Compass Holdings, Inc. ("Purchaser"),
Compass Group PLC ("Parent") and DAKA International, Inc. ("DAKA
International")..............................................................
2.2 -- Reorganization Agreement dated as of May 27, 1997, by and among DAKA
International, Daka, Inc. ("Daka"), the Registrant, Parent and Compass
Holdings, together with certain exhibits thereto.............................
3.1 -- Certificate of Incorporation of the Registrant...............................
3.2 -- By-laws of the Registrant....................................................
3.3 -- Form of Amended and Restated Certificate of Incorporation of the
Registrant...................................................................
3.4 -- Form of Amended and Restated By-laws of the Registrant.......................
4.1 -- Specimen Stock Certificate for shares of the UCRI Common Stock...............
10.1 -- Tax Allocation Agreement dated as of May 27, 1997, by and among DAKA
International, Daka, the Registrant, Champps Entertainment, Inc. ("Champps"),
Fuddruckers, Inc. ("Fuddruckers"), Purchaser and Parent......................
10.2 -- Post-Closing Covenants Agreement, dated as of May 27, 1997, by and among DAKA
International, Daka, the Registrant, Champps, Fuddruckers, Purchaser and
Parent.......................................................................
10.3 -- Stock Purchase Agreement, dated as of May 26, 1997, between DAKA
International, Parent, Compass Interim, First Chicago Equity Corporation,
Cross Creek Partners I and the other holders of Series A Preferred Stock of
DAKA International...........................................................
10.4 -- Form of the Registrant's 1997 Stock Option and Incentive Plan................
10.5 -- Form of the Registrant's 1997 Stock Purchase Plan............................
10.6 -- Form of Indemnification Agreement, by and between the Registrant and
directors and officers of DAKA International.................................
10.7 -- Employment Agreement, dated as of January 1, 1997, by and between DAKA
International and William H. Baumhauer.......................................
10.8 -- Employment Agreement, dated as of January 1, 1997, by and between DAKA
International and Allen R. Maxwell...........................................
10.9 -- Employment Agreement, dated as of May 23, 1997, by and among Compass Group
USA, Inc., DAKA International, Daka and Allen R. Maxwell.....................
10.10 -- Employment Agreement, dated as of February 21, 1996, by and among Dean P.
Vlahos, DAKA International and Champps.......................................
20.1 -- Form of Letter to Stockholders of DAKA International, as amended.............
21.1 -- List of Subsidiaries of the Registrant.......................................
*23.1 -- Consent of Deloitte & Touche LLP.............................................
*23.2 -- Consent of Arthur Andersen LLP...............................................
27.1 -- Financial Data Schedule......................................................
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* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
UNIQUE CASUAL RESTAURANTS, INC.
By: /s/ WILLIAM H. BAUMHAUER
------------------------------------
Name: William H. Baumhauer
Title: Chairman, Chief Executive
Officer and President
Date: July 14, 1997
<PAGE> 7
INDEPENDENT AUDITORS' REPORT
UNIQUE CASUAL RESTAURANTS, INC.:
We have audited the accompanying combined balance sheets of Unique Casual
Restaurants, Inc. as of June 29, 1996 and July 1, 1995 and the related combined
statements of operations, cash flows and group equity for each of the three
years in the period ended June 29, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
consolidated financial statements of Champps Entertainment, Inc. (an acquisition
by the Company accounted for as a pooling-of-interests), which statements
reflect total assets constituting 12.0% of combined total assets as of July 1,
1995, total revenues constituting 9.1% and 6.8% of combined total revenues for
the years ended July 1, 1995 and July 2, 1994, respectively, and net income
constituting 11.7% and 47.5% of combined net income for the years ended July 1,
1995 and July 2, 1994, respectively. Those statements were audited by other
auditors whose report has been furnished to us, and our opinion, insofar as it
relates to the amounts included for Champps Entertainment, Inc., is based solely
on the report of such other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the report of the other auditors,
such combined financial statements present fairly, in all material respects, the
financial position of Unique Casual Restaurants, Inc. as of June 29, 1996 and
July 1, 1995 and the results of its operations and its cash flows for each of
the three years in the period ended June 29, 1996, in conformity with generally
accepted accounting principles.
As discussed in Note 3 to the combined financial statements, during the
year ended June 29, 1996, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed of."
Deloitte & Touche LLP
Boston, Massachusetts
July 14, 1997
F-2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE
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2.1 -- Agreement and Plan of Merger, dated as of May 27, 1997, by and among Compass
Interim, Inc. ("Compass Interim"), Compass Holdings, Inc. ("Purchaser"),
Compass Group PLC ("Parent") and DAKA International, Inc. ("DAKA
International")..............................................................
2.2 -- Reorganization Agreement dated as of May 27, 1997, by and among DAKA
International, Daka, Inc. ("Daka"), the Registrant, Parent and Compass
Holdings, together with certain exhibits thereto.............................
3.1 -- Certificate of Incorporation of the Registrant...............................
3.2 -- By-laws of the Registrant....................................................
3.3 -- Form of Amended and Restated Certificate of Incorporation of the
Registrant...................................................................
3.4 -- Form of Amended and Restated By-laws of the Registrant.......................
4.1 -- Specimen Stock Certificate for shares of the UCRI Common Stock...............
10.1 -- Tax Allocation Agreement dated as of May 27, 1997, by and among DAKA
International, Daka, the Registrant, Champps Entertainment, Inc. ("Champps"),
Fuddruckers, Inc. ("Fuddruckers"), Purchaser and Parent......................
10.2 -- Post-Closing Covenants Agreement, dated as of May 27, 1997, by and among DAKA
International, Daka, the Registrant, Champps, Fuddruckers, Purchaser and
Parent.......................................................................
10.3 -- Stock Purchase Agreement, dated as of May 26, 1997, between DAKA
International, Parent, Compass Interim, First Chicago Equity Corporation,
Cross Creek Partners I and the other holders of Series A Preferred Stock of
DAKA International...........................................................
10.4 -- Form of the Registrant's 1997 Stock Option and Incentive Plan................
10.5 -- Form of the Registrant's 1997 Stock Purchase Plan............................
10.6 -- Form of Indemnification Agreement, by and between the Registrant and
directors and officers of DAKA International.................................
10.7 -- Employment Agreement, dated as of January 1, 1997, by and between DAKA
International and William H. Baumhauer.......................................
10.8 -- Employment Agreement, dated as of January 1, 1997, by and between DAKA
International and Allen R. Maxwell...........................................
10.9 -- Employment Agreement, dated as of May 23, 1997, by and among Compass Group
USA, Inc., DAKA International, Daka and Allen R. Maxwell.....................
10.10 -- Employment Agreement, dated as of February 21, 1996, by and among Dean P.
Vlahos, DAKA International and Champps.......................................
20.1 -- Form of Letter to Stockholders of DAKA International, as amended.............
21.1 -- List of Subsidiaries of the Registrant.......................................
*23.1 -- Consent of Deloitte & Touche LLP.............................................
*23.2 -- Consent of Arthur Andersen LLP...............................................
27.1 -- Financial Data Schedule......................................................
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* Filed herewith.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Amendment No. 3 to Registration Statement
No. 0-22639 of Unique Casual Restaurants, Inc. on Form 10 of our report
dated July 14, 1997 (which refers to a report of other auditors with
respect to the consolidated financial statements of Champps Entertainment,
Inc. included in the Company's combined financial statements as of July 1, 1995
and the years ended July 1, 1995 and July 2, 1994 and includes an explanatory
paragraph with respect to the Company's adoption during the year ended
June 29, 1996, of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
Be Disposed Of"), appearing in the Information Statement, which is part of
this Registration Statement.
Deloitte & Touche LLP
Boston Massachusetts
July 14, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated April 5, 1996 on the consolidated financial statements of
Champps Entertainment, Inc. (which are included in the financial statements of
Unique Casual Restaurants, Inc.) in this Form 10 of Unique Casual Restaurants,
Inc. It should be noted that we have not audited any financial statements of
Champps Entertainment, Inc. subsequent to July 2, 1995, or performed any audit
procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
July 14, 1997
