As filed with the Securities and Exchange Commission on December 2, 1998
File No. _______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Uniservice Corporation
(Exact name of issuer as specified in its charter)
Florida 65-0816177
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1900 Glades Road, Suite 351
Boca Raton, Florida 33431
(Address of principal executive offices) (Zip Code)
Consulting Agreement
(Full title of the plan)
David Mayer
1900 Glades Road, Suite 351
Boca Raton, Florida 33431
Telephone No.: (561) 347-6398
(Name and address of agent for service)
Copy to:
Charles B. Pearlman, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
(954) 763-1200
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share(1) price(1) fee(1)
==========================================================================================================================
<S> <C> <C> <C> <C>
Class A
Common Stock
($.0001 par value) 15,000 shares $3.4375 $51,562.50 $14.34
==========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(c), the maximum offering price was calculated based
upon the average of the bid and ask price of the Class A Common Stock of the
Company on the NASDAQ SmallCap Market on November 30, 1998.
<PAGE>
UNISERVICE CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
<S> <C>
1. Forepart of Registration Facing Page of Registration Statement
Statement and Outside Front and Cover Page of Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus and
Cover Pages of Prospectus Outside Cover Page of Prospectus
3. Summary Information, Risk Not Applicable
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holders
8. Plan of Distribution Cover Page of Prospectus and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreements
10. Interests of Named Experts Legal Matters
and Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13. Disclosure of Commission Indemnification of Directors and Officers;
Position on Indemnification for Undertakings
Securities Act Liabilities
</TABLE>
i
<PAGE>
PROSPECTUS
UNISERVICE CORPORATION
15,000 Shares of Class A Common Stock
($.0001 par value)
Issued Pursuant to a Consulting Agreement
This Prospectus is part of a Registration Statement which registers
15,000 shares of Class A Common Stock, $.0001 par value (such shares being
referred to as the "Shares"), of Uniservice Corporation (the "Company"), which
have been issued, as set forth herein, to a consultant (the "Selling Security
Holder") to the Company in lieu of cash payments for compensation pursuant to
the terms of a written Consulting Agreement between the Company and the Selling
Security Holder (the "Stock Compensation Agreement").
The Company has been advised by the Selling Security Holder that he may
sell all or a portion of the Shares from time to time in the over-the-counter
market, in negotiated transactions, directly or through brokers or otherwise,
and that such Shares will be sold at market prices prevailing at the time of
such sales or at negotiated prices, and the Company will not receive any
proceeds from such sales.
No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any distribution of the Shares issuable under the terms of the Agreement
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is December 2, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities 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 "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Class A Common Stock and Warrants are traded on The Nasdaq SmallCap
Market under the symbols "UNSRA" and "UNSRW", respectively. Electronic Reports
and other information found through the Electronic Data Gathering, Analysis &
Retrieval System are probably available through the Commission's website
(http://www.sec.gov.).
The Company has filed with the Commission a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with respect to the resale of up to an aggregate of 15,000
shares of the Company's Class A Common Stock, which may be issued to the Selling
Security Holder pursuant to the written Agreement. This Prospectus, which is
Part I of the Registration Statement, omits certain information contained in the
Registration Statement. For further information with respect to the Company and
the shares of the Class A Common Stock offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the Registration Statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The Company's Prospectus filed pursuant to Rule 424(b)
under the Securities Act on August 3, 1998, File No. 333-50897.
(b) Quarterly Reports on Form 10-QSB for the quarterly periods
ended June 30, 1998 and September 30, 1998.
(c) All reports and documents filed by the Company pursuant to
Sections 13, 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
respective date of filing of such documents. Any statement incorporated by
2
<PAGE>
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any statement modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
requests for such copies should be directed to Mr. David Mayer, Uniservice
Corporation, 1900 Glades Road, Suite 351, Boca Raton, Florida 33431.
THE COMPANY
Uniservice Corporation ("USC") was organized as a Florida corporation
on November 21, 1997 under the name Uniservice Corp. and on January 5, 1998,
changed its name to Uniservice Corporation. Kentucky Foods Chile, S.A. ("KyF
Chile"), the Company's 99.97% owned subsidiary, was organized under the name
Alimentos Merced Limitada on November 6, 1986, as a Chilean limited partnership
and on January 14, 1991, was reorganized as a Chilean corporation and changed
its name to Alimentos Merced S.A. On October 3, 1995, that corporation changed
its name to Kentucky Foods Chile S.A. (USC and KyF Chile are collectively the
"Company").
Since its formation, the Company has been involved in fast-food
restaurants specializing in chicken products. Initially, the Company operated
its first four restaurants under the name "Papa Pollo." During the second half
of 1991, the Company changed the name of its restaurants to "Chicken Inn" and by
1993, the Company had nine restaurants. It then purchased an additional five
restaurants, and in January 1994, the Company entered into the Franchise
Agreement and converted all of its restaurants into KFC(R) restaurants.
On August 3, 1998, Inversiones e. Inmobiliaria Kyoto Limitada ("Kyoto")
purchased 1,399,900 shares of Class B Common Stock from USC for $2,200,000, and
(ii) USC purchased Kyoto's 99.97% in KyF Chile for $2,200,000 and KyF Chile then
became a majority owned (99.97%) subsidiary of USC. The remaining .03% equity
interest of KyF Chile stock continues to be owned by Ricardo Vilensky,
individually, who is also the principal shareholder of Kyoto (Chilean law
requires that a Chilean corporation be owned by not less than two shareholders).
The Company currently owns and operates, under license, 30 Kentucky
Fried Chicken(R) ("KFC(R)") restaurants in Chile, the majority of which are
located in Santiago, pursuant to its International Franchise Agreement, as
amended (the "Franchise Agreement") with Kentucky Fried Chicken International
Holdings, Inc. ("KFCIH"). KyF Chile is currently the sole KFC(R) franchisee in
Chile and is the largest KFC(R) franchisee in Central and South America. KFCIH
has no equity interest in the Company and does not warrant the results of the
operations of the Company.
3
<PAGE>
The Company's strategy is to (i) develop new KFC(R) restaurants to
enhance its operating leverage and increase overall margins and profitability;
(ii) achieve operating efficiencies through centralized management and advanced
management information systems; and (iii) capitalize on KFC(R)'s strong,
international brand name. The Company believes that this strategy will enable
the Company to double the number of KFC(R) restaurants it currently owns and
operates by constructing approximately four to five new restaurants each year
for the next seven years (for a total of 60 Company owned restaurants by 2005).
Consulting Agreement
On November 25, 1998, the Company and the Selling Security Holder
entered into the Consulting Agreement pursuant to which the Selling Security
Holder received an aggregate of 25,000 shares of Class A Common Stock of the
Company (the "Shares"). In consideration for the Shares, the Selling Security
Holder will assist the Company in marketing and promoting the Company's
restaurants. The Selling Security Holder will be obligated to perform such
services until December 31, 1999.
Restrictions Under Securities Laws
The sale of any shares of Class A Common Stock must be made in
compliance with federal and state securities laws. Officers, directors and 10%
or greater stockholders of the Company, as well as certain other persons or
parties who may be deemed to be "affiliates" of the Company under the federal
securities laws, should be aware that resales by affiliates can only be made
pursuant to an effective registration statement, Rule 144 or any other
applicable exemption. Officers, directors and 10% or greater stockholders are
also subject to the "short-swing" profit rule of Section 16(d) of the Securities
Exchange Act of 1934.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder,
the amount of shares of Class A Common Stock held directly or indirectly, the
amount of Class A Common Stock to be owned by the Selling Security Holder
following sale of such shares of Class A Common Stock and the percentage of
shares of Class A Common Stock to be owned by the Selling Security Holder
following completion of such offering (based on 1,455,000 shares of Class A
Common Stock of the Company outstanding at November 24, 1998).
<TABLE>
<CAPTION>
Estimated Percentage
Shares to be to be Owned
Name of Selling Number of Shares to Owned After After
Security Holder Shares Owned be Offered Offering Offering
- --------------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C>
Lynn Turnquest 25,000 15,000 10,000 *
* Less than 1%.
</TABLE>
4
<PAGE>
DESCRIPTION OF SECURITIES
Common Stock
The Company is currently authorized to issue up to 30,000,000 shares of
Common Stock, of which 20,000,000 shares are designated as Class A Common Stock
and 2,000,000 shares are designated as Class B Common Stock. As of November 24,
1998 there were (i) 1,455,000 shares of Class A Common Stock outstanding, and
(ii) 1,400,000 shares of Class B Common Stock outstanding. The Company has also
reserved up to an aggregate of 200,000 shares of Class A Common Stock pursuant
to its 1998 Stock Option Plan, under which options may be issued by the Company
subject to the approval of the Representative (for a period of twelve months
from August 3, 1998, and to the extent any granted options are exercised, the
underlying shares of Class A Common Stock shall be subject to a 24-month lock-up
period from August 3, 1998).
Upon liquidation, dissolution or winding up of the Company, after
payment of creditors and holders of any senior securities of the Company,
including preferred stock, as applicable, the assets of the Company will be
divided pro rata on a per share basis among the holders of the shares of Common
Stock. The Common Stock has no preemptive or other subscription rights, and
there are no conversion rights or redemption or sinking fund provisions with
respect to such shares. All outstanding shares of Common Stock are, and the
shares of Class A Common Stock offered hereby will be, upon completion of this
Offering, fully paid and non-assessable.
Subject to (i) the dividend rights of the holders of any other class of
common stock or preferred stock, if applicable, and (ii) as a condition of the
Franchise Agreement, the approval of KFCIH, holders of shares of Common Stock
are entitled to share, on a ratable basis, such dividends as may be declared by
the Board of Directors out of funds legally available therefor. USC has never
paid dividends on any class of Common Stock since its formation in November
1997. However, KyF Chile has previously paid dividends to its shareholders.
Class A Common Stock and Class B Common Stock
Holders of shares of Class A Common Stock are entitled to one vote per
share on all matters to be voted on by the shareholders. Holders of shares of
Class B Common Stock are entitled to ten (10) votes per for each share of Class
B Common Stock on all matters to be voted on by the shareholders. Neither
holders of Class A Common Stock nor Class B Common Stock have cumulative voting
rights. Accordingly, the holders of more than 50% of the voting rights for the
election of directors can elect all of 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 directors. Management has the ability to vote 1,400,000 shares of Class B
Common Stock or approximately 90.5% of the votes of the Company. The Bylaws of
the Company require that only a majority of the issued and outstanding voting
shares of Common Stock need be represented to constitute a quorum and to
transact business at a shareholders' meeting.
Subject to the approval of the Representative (for the first 24 months
from August 3, 1998) and KFCIH, as a condition of the Franchise Agreement,
holders of Class B Common Stock
5
<PAGE>
have the right to (1) transfer or sell shares of Class B Common Stock, and/or
(2) convert shares of Class B Common Stock into shares of Class A Common Stock
on a "one share for one share" basis, provided that any shares so converted (but
not sold or transferred) will only be entitled to one vote per share. Any
persons acquiring shares of Class B Common Stock in a private transaction,
either by means of a transfer or sale, shall be entitled to ten votes for each
one share of Class B Common Stock held. Each certificate representing shares of
Class B Common Stock contains a legend setting for the restrictions imposed by
the Representative and KFCIH.
Preferred Stock
The Board of Directors has the authority to issue up to 5,000,000
shares, par value $.0001, of the Company's preferred stock and to fix the
dividend, liquidation, conversion, redemption and other rights, preferences and
limitations of such shares without any further vote or action of the
shareholders, but subject to the approval of the Representative for a period of
one (1) year from August 3, 1998 (but which shares shall be subject to a lock-up
period of twenty-four months from August 3, 1998).
Warrants
The Warrants were issued in registered form pursuant to an agreement
dated as of August 3, 1998 (the "Warrant Agreement"), between the Company and
American Securities Transfer and Trust, Inc. as Warrant Agent. The following
discussion of certain terms and provisions of the Warrants is qualified in its
entirety by reference to the Warrant Agreement.
Each of the Warrants entitles the registered holder to purchase one
share of Class A Common Stock. The Warrants are exercisable at a price of $6.00
(which exercise price has been arbitrarily determined by the Company and the
Representative) subject to certain adjustments. The Warrants are entitled to the
benefit of adjustments in their exercise prices and in the number of shares of
Class A Common Stock or other securities deliverable upon the exercise thereof
in the event of a stock dividend, stock split, reclassification, reorganization,
consolidation or merger.
The Warrants may be exercised, in whole or in part, for a period of
five (5) years from August 3, 1998, unless such period is extended by the
Company. After the expiration date, Warrant holders shall have no further
rights.
Warrant holders do not have any voting or any other rights as
shareholders of the Company. The Warrants will not be redeemable for a period of
twelve (12) months following August 3, 1998, at which time the Warrants may be
redeemed by the Company for $0.25 per Warrant on not less than thirty (30) days
prior written notice, subject to exercise by the Warrant holder, if the closing
bid price for the Class A Common Stock has been at least $7.00 per share for
thirty (30) consecutive trading days. If the Company exercises its right to
redeem Warrants, such Warrants may still be exercised by the holder thereof
until the close of business on the day immediately preceding the date fixed for
redemption. If any Warrant called for redemption is not exercised by such time,
it will cease to be exercisable, and the holder thereof will be entitled only to
the redemption price. The foregoing notwithstanding, the Company may not redeem
the
6
<PAGE>
Warrants at any time that a current registration statement under the Act
covering the shares of Class A Common Stock issuable upon exercise of the
Warrants is not then in effect. Additionally, the issuance of such shares to the
holder must be registered, qualified or exempt under the laws of the state in
which the holder resides. If required, the Company will file a new registration
statement with the Commission with respect to the securities underlying the
Warrants prior to the exercise of such Warrants and will deliver a prospectus
with respect to such securities to all holders thereof as required by Section
10(a)(3) of the Act.
TRANSFER AND WARRANT AGENT AND REGISTRAR
The transfer agent and registrar for the securities of the Company is
American Securities Transfer & Trust, Inc., 1825 Lawrence Street, Suite 444,
Denver, Colorado 80202-1817.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., Counsel for the Company, Fort Lauderdale, Florida.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Company's Articles of Incorporation provide
that the Company shall indemnify and may insure its officers and directors to
the fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Florida law. In addition,
each director will continue to be subject to liability for (i) violations of
criminal laws, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (ii)
deriving an improper personal benefit from a transaction, (iii) voting for or
assenting to an unlawful distribution, and (iv) willful misconduct or conscious
disregard for the best interests of the Company in a proceeding by or in the
right of the Company to procure a judgment in its favor or in a proceeding by or
in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the Federal securities laws.
The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act 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 in the Act and is therefore unenforceable.
7
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed in (a) and (b) below are incorporated by reference
in the Registration Statement. 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, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Company's Prospectus filed pursuant to Rule 424(b)
under the Securities Act on August 3, 1998, File No. 333-50897.
(b) Quarterly Reports on Form 10-QSB for the quarterly periods
ended June 30, 1998 and September 30, 1998.
(c) 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 Registrant's
document referred to in (a) above.
Item 4. Description of Securities
A description of the Company's securities is set forth in the
Prospectus incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., Counsel for the Company, Fort Lauderdale, Florida.
Item 6. Indemnification of Directors and Officers
A description of the indemnification of the Registrant's officers and
directors is set forth above under the heading "Indemnification."
Item 7. Exemption from Registration Claimed
Inasmuch as the Selling Security Holder will receive the Shares of the
Company is knowledgeable, sophisticated and has access to comprehensive
information relevant to the Company, such transaction was undertaken in reliance
on the exemption from registration provided by Section 4(2) of the Act.
II-1
<PAGE>
Item 8. Exhibits
Exhibit Description
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to
the issuance of shares pursuant to the Stock Compensation
Agreements and Compensation Agreement
(10.10) Form of Consulting Agreement dated November 25, 1998, between
the Company and Lynn Turnquest.
(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in
the opinion filed as exhibit (5) hereto
(23.2) Consent of independent certified public accountants
- --------------------------
Item 9. Undertakings
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement 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;
(b) That, for the purposes of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Act
may be permitted to Directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities
II-2
<PAGE>
(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, as amended,
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 Boca Raton, and the State of Florida, on the
2nd day of December, 1998.
UNISERVICE CORPORATION
By: /s/ Ricardo Vilensky
----------------------------
Ricardo Vilensky, Chairman
of the Board and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Ricardo Vilensky Director, President and December 2, 1998
- ---------------------------------------------- Principal Executive Officer
Ricardo Vilensky
/s/ Mauricio Aguirre Director, Principal Financial December 2, 1998
- ---------------------------------------------- Officer and Secretary
Mauricio Aguirre
/s/ David Mayer Director December 2, 1998
- ----------------------------------------------
David Mayer
Director December 2, 1998
- ----------------------------------------------
Juan Carlos Cerda
Director December 2, 1998
- ----------------------------------------------
Avram Fritch
/s/ Sergio Vivanco Director December 2, 1998
- ----------------------------------------------
Sergio Vivanco
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to the
issuance of shares pursuant to the Stock Compensation
Agreement and the Compensation Agreement
(10.10) Form of Consulting Agreement dated November 25, 1998 between
the Company and Lynn Turnquest
(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included in the
opinion filed as exhibit (5) hereto
(23.2) Consents of independent certified public accountants
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
New River Center, Suite 1900
200 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
(954) 763-1200
December 2, 1998
Uniservice Corporation
1900 Glades Road, Suite 351
Boca Raton, Florida 33431
Re: Registration Statement on Form S-8 - Uniservice Corporation -
Class A Common Stock issued pursuant to Consulting Agreement
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by Uniservice Corporation (the "Company") of an aggregate of 15,000
shares of Class A Common Stock, par value $.0001 per share (the "Common Stock"),
issued by the Company to Lynn Turnquest pursuant to a Consulting Agreement (the
"Agreement").
In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Agreement, the
Company's Certificate of Incorporation (as amended), By-Laws and corporate
minutes provided to us by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company and we
express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion that
the shares of Class A Common Stock when issued in accordance with the terms of
the Agreement, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.
Very truly yours,
/s/ ATLAS, PEARLMAN, TROP & BORKSON, P.A.
CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 25th
day of November 1998, by and between Uniservice Corporation, a Florida
corporation (the "Company"), with its principal place of business at 1900 Glades
Road, Suite 351, Boca Raton, Florida 33431 and Lynn Turnquest (the
"Consultant"), an individual residing in Freeport, Bahamas.
R E C I T A L S:
WHEREAS, Consultant has experience in marketing and advertising in the
fast food industry; and
WHEREAS, the Company owns and operates, under license, 30 Kentucky
Fried Chicken(R) restaurants in Chile;
WHEREAS, the Company desires to engage Consultant and Consultant
desires to be engaged as a consultant to the Company on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Consulting Services. During the term of this Agreement, the
Consultant is hereby retained by the Company to assist the Company in marketing
and promoting the Company's restaurants (the "Consultant's Duties"). The
Consultant shall provide such consulting services as reasonably may be required
in order for the Consultant to achieve the goal contemplated by the preceding
sentence. The Consultant shall be responsible to, and shall report to, the
Company's Board of Directors.
2. Term. The term of this Agreement shall commence on the date first
written above and continue until December 31, 1999.
3. Compensation. As compensation for Consultant performing Consultant's
Duties, Consultant shall receive 25,000 shares of Class A Common Stock of the
Company. Fifteen thousand (15,000) shares of Class A Common Stock shall be
delivered on the date hereof and registered under a Form S-8 immediately and the
remaining 10,000 shares shall be delivered on January 1, 1999 and registered
under a Form S-8 immediately after delivery. Inasmuch as the Consultant is
knowledgeable, sophisticated and has access to comprehensive information
relevant to the Company, such transaction was undertaken in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended.
<PAGE>
4. Representations and Warranties of the Company. The Company hereby
represents and warrants that this Agreement and the transactions contemplated
hereunder have been duly and validly authorized by all requisite corporate
action; that the Company has the full right, power and capacity to execute and
deliver this Agreement and perform its obligations hereunder; that the execution
and delivery of this Agreement and the performance by the Company of its
obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Company is a party or by
which it or any of its assets are bound; and that this Agreement, upon execution
and delivery of the same by the Company, will represent the valid and binding
obligation of the Company enforceable in accordance with its terms. The
representations and warranties set forth herein shall survive the termination of
this Agreement.
5. Representations and Warranties of the Consultant. The Consultant
hereby represents and warrants that this Agreement and the transactions
contemplated hereunder have been duly and validly authorized by all requisite
action; that the Consultant has the full right, power and capacity to execute
and deliver this Agreement and perform his obligations hereunder; that the
execution and delivery of this Agreement and the performance by the Consultant
of his obligations pursuant to this Agreement do not constitute a breach of or a
default under any agreement or instrument to which the Consultant is a party or
by which he or any of his assets are bound; and that this Agreement, upon
execution and delivery of the same by the Consultant, will represent the valid
and binding obligation of the Consultant enforceable in accordance with its
terms. The representations and warranties set forth herein shall survive the
termination of this Agreement.
6. Confidentiality. The Consultant agrees that all non-public
information pertaining to the prior, current or contemplated business of the
Company constitutes valuable and confidential assets of the Company. Such
information shall include, without limitation, information relating to customer
lists, bidding procedures, intellectual property, patents, trademarks, trade
secrets, financing techniques and sources and such financial statements of the
Company as are not available to the public. Consultant, his employees, agents
and representatives shall hold all such information in trust and confidence for
the Company and shall not use or disclose any such information for other than
the Company's business and shall be liable for damages incurred by the Company
as a result of the use or disclosure of such information other than in
furtherance of the Company's business, except (i) where such information is
publicly available other than through a breach of this Agreement, or (ii) where
such information is subsequently lawfully obtained by Consultant from a third
party or parties, or (iii) if such information is known to Consultant prior to
the execution of this Agreement, or (iv) as may be required by law.
7. Amendment or Assignment. No modification, waiver, amendment,
discharge or change of this Agreement shall be valid unless the same is
evidenced by
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<PAGE>
a written instrument, executed by the party against which such modification,
waiver, amendment, discharge, or change is sought. This Agreement is not
assignable by the Consultant without the prior written consent of the Company,
which such consent may not be forthcoming.
8. Notices. All notices, demands or other communications given
hereunder shall be in writing and shall be deemed to have been duly given on the
day when delivered in person or transmitted by confirmed facsimile transmission
or on the third calendar day after being mailed by United States registered or
certified mail, return receipt requested, postage prepaid, to the addresses
herein above first mentioned or to such other address as any party hereto shall
designate to the other for such purpose in the manner herein set forth.
9. Relationship of the Parties. The relationship of the Consultant to
the Company shall be that of independent contractor, and not employee. The
Consultant shall have no authority to bind, and shall not undertake to bind, the
Company as to any third party.
10. Entire Agreement. This Agreement contains all of the understandings
and agreements of the parties with respect to the subject matter discussed
herein. All prior agreements, whether written or oral, are merged herein and
shall be of no force or effect.
11. Severability. The invalidity, illegality or unenforceability of any
provision or provisions of this Agreement will not affect any other provision of
this Agreement, which will remain in full force and effect, nor will the
invalidity, illegality or unenforceability of a portion of any provision of this
Agreement affect the balance of such provision. In the event that any one or
more of the provisions contained in this Agreement or any portion thereof shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be reformed, construed and enforced as if such invalid,
illegal or unenforceable provision had never been contained herein.
12. Construction and Enforcement. This Agreement shall be construed in
accordance with the laws of the State of Florida, without and application of the
principles of conflicts of laws. Any suit, action or proceeding with respect to
this Agreement shall be brought in the state or federal courts located in Palm
Beach, County in the State of Florida. The parties hereto hereby accept the
exclusive jurisdiction and venue of those courts for the purpose of any such
suit, action or proceeding. The parties hereto hereby irrevocably waive, to the
fullest extent permitted by law, any objection that any of them may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Agreement or any judgment entered by any court in
respect thereof brought in Palm Beach County, Florida, and hereby further
irrevocably waive any claim that any suit, action or proceeding brought in Palm
Beach County, Florida, has been brought in an inconvenient forum.
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<PAGE>
13. Binding Nature, No Third Party Beneficiary. The terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties, and their respective successors and assigns, and is made solely and
specifically for their benefit. No other person shall have any rights, interest
or claims hereunder or be entitled to any benefits under or on account of this
Agreement as a third-party beneficiary or otherwise.
14. Counterparts. This Agreement may be executed in any number of
counterparts, including facsimile signatures which shall be deemed as original
signatures. All executed counterparts shall constitute one Agreement,
notwithstanding that all signatories are not signatories to the original or the
same counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
UNISERVICE CORPORATION
By: /s/ Ricardo Vilensky
----------------------------
Ricardo Vilensky, President
Chief Executive Officer
CONSULTANT
/s/ Lynn Turnquest
--------------------------------
Lynn Turnquest
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CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion in this Form S-8 being filed under the Securities
Exchange Act of 1934 by Uniservice Corporation of our report dated February 4,
1998, relating to our audits of the supplemental consolidated financial
statements of Uniservice Corporation as of December 31, 1997 and 1996 and
appearing in the aforementioned Form S-8.
Spear, Safer, Harmon & Co.
Miami, Florida
December 2, 1998
