September 27, 1999
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Cucos Inc. - Commission File No. 0-12701
Gentlemen:
On behalf of Cucos Inc. (the "Company"), there follows herewith
for filing the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 27, 1999, with exhibits.
Very truly yours,
CUCOS INC.
Vincent J. Liuzza, Jr.
Chairman
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
/x/ Annual Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
for the fiscal year ended June 27, 1999
/ / Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934 (No Fee Required) for the transition
period from ____________ to ___________
Commission file number 0-12701
CUCOS INC.
(Exact name of Small Business Issuer in its charter)
Louisiana
(State or other jurisdiction of
incorporation or organization)
72-0915435
(I.R.S. Employer Identification No.)
110 Veterans Blvd., Suite 222
Metairie, Louisiana 70005
(Address of principal executive offices)
Issuer's telephone number: (504) 835-0306
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
Check whether the Issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act
during the past 12 months (or for such shorter period that the
Issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
X No
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form,
and no disclosure will be contained, to the best of issuer's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. /X/
Issuer's revenues for its most recent fiscal year: $20,120,000
Aggregate market value (based on the average bid and asked
prices in the over the-counter market) of the voting stock held
by non-affiliates of the Registrant as of September 23, 1999:
approximately $2,154,530.62
Number of shares outstanding of each of the Issuer's Classes
of common stock as of September 15, 1999: 2,651,730 shares of
Common Stock, no par value.
Documents Incorporated By Reference.
Portions of the definitive Proxy Statement for the 1999
Annual Meeting of Shareholders (the "1999 Proxy Statement") are
incorporated by reference into Part III.
INTRODUCTORY
Definitions. Except where the context indicated otherwise,
the following terms have the following respective meanings when
used in this Annual Report: the "Registrant" means Cucos Inc.
and the "Fiscal Year" means the 52 weeks ended June 27, 1999,
which is the year for which this Annual Report is filed.
Presentation and Dates of Information. The Item numbers
appearing in this Annual Report correspond with those used in
Securities and Exchange Commission Form 10-KSB (and, to the
extent that it is incorporated into Form 10-KSB, the letters used
in the Commission's Regulation S-B) as effective on the date
hereof, which specifies the information required to be included
in Annual Reports to the Commission. The information contained
in this Annual Report is, unless indicated to be given as of a
specified date or for a specified period, given as of September
23, 1999. In computing the aggregate market value of the
Registrant's voting stock held by non-affiliates disclosed on the
cover page to this Annual Report, the following stockholders were
treated as affiliates: all executive officers and directors of
the Registrant; any person owning more than 10% of the
Registrant's Common Stock.
PART I
Item 1. Business
The Registrant has filed a Form 12b-25 with respect to
Part I, Item 1 of this Report hereto and intends to file an
amendment to this report containing such information on or before
October 10, 1999.
Item 2. Properties.
The following table summarizes certain information
concerning Registrant-owned restaurants located in facilities
that are leased from others as of August 19, 1999.
Location Opened/Acquired Size Dining Lease Lease
(Sq.Ft.) Capacity Expires Options(s)
Through
New Orleans -
Metairie June 1981 5138 136 2007 2027
Biloxi, MS April 1982 5600 159 2002 2032
New Orleans -
Westbank September 1983 4800 147 2001 2010
Monroe, LA June 1984 4476 146 2004 2019
Slidell, LA November 1984 5300 139 2008 2018
Alexandria, LA March 1985 5125 143 2001 2015
New Orleans -
Uptown November 1985 4539 120 2000 2015
Pascagoula, MS December 1989 5160 130 2011 2021
Hammond, LA July 1990 6062 130 2001 None
Birmingham, AL March 1992 4560 150 2006 2012
Houma, LA September 1992 6000 148 2007 2017
Montgomery, AL February 1993 5100 170 2002 2012
Ruston, LA February 1996 5476 162 2003 2026
The New Orleans-Westbank location, the Slidell location
and the Montgomery, Alabama, location are in strip shopping
centers. The Hammond, Birmingham, and Houma locations are in
shopping malls. Seven leased locations are free-standing
buildings. The restaurant leases require the Registrant to pay
real estate taxes, insurance and utilities, and to bear repair,
maintenance and other expenses normally borne by the lessee under
a triple net lease.
In addition to the leases above, the Registrant has
leases on three restaurant properties that are no longer used in
its operations. The properties have been subleased to other
companies.
Location Lease Expires Sublease Expires
Macon, GA 2011 2011
Columbus, GA 2004 2004
Item 3. Legal Proceedings.
Registrant has filed a Form 12b-25 with respect to Part
I, Item 3 of this Report hereto and intends to file an amendment
to this report containing such information on or before October
10, 1999
Item 4. Submission of Matters to a Vote of Security
Holders.
No matters were submitted to a vote of the Registrant's
security holders, through the solicitation of proxies or
otherwise, during the fourth quarter of the Fiscal Year.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Shareholder Matters.
Cucos Inc. - Stock Data
The Registrant's common stock which was formerly traded on
The NASDAQ Small-Cap Market under the symbol CUCO was delisted on
February 2, 1999. The Registrant's common stock is currently
listed on the OTC Bulletin Board. The following table sets forth
the range of the high and low bid and ask prices for each of the
quarters indicated for fiscal 1999 and fiscal 1998.
Fiscal 1998 High Bid-Ask Low Bid-Ask
1st Quarter ended 10/19/97 1 1/2 - 1 7/8 1 1/8 - 1 1/4
2nd Quarter ended 1/11/98 1 1/4 - 1 1/2 1 1/8 - 1/3/8
3rd Quarter ended 4/5/98 1 1/4 23/32 - 1/1/8
4th Quarter ended 6/28/98 1 3/4 - 1
Fiscal 1999 High Ask Low Bid
1st Quarter ended 10/18/98 1 3/16 3/4
2nd Quarter ended 1/10/99 7/8 5/16
3rd Quarter ended 4/4/99 1 1/16 3/8
4th Quarter ended 6/27/99 7/16 1/4
On September 23, 1999, the closing bid and ask prices for
the Registrant's common stock were 11/16 bid and 7/8 ask.
The foregoing quotations reflect inter-dealer prices,
without retail markup, mark-down or commission and may not
necessarily represent actual transactions.
Since becoming a public company, the Registrant has paid no
cash dividends and has no present intention of paying dividends,
but rather will retain its earnings to provide funds for
expansion of its business and other corporate purposes.
Approximate number of shareholders (including beneficial
shareholders through nominee registration) as of September 20,
1999: 930. Market makers: Herzog, Heine, Geduld, Inc., Paragon
Capital Corp. and Morgan, Keegan & Company.
Item 6. Management's discussion and Analysis or Plan of
Operation.
Registrant has filed a Form 12b-25 with respect to Part
II, Item 6 of this Report hereto and intends to file an amendment
to this report containing such information on or before October
10, 1999
Item 7. Financial Statements.
Registrant has filed a Form 12b-25 with respect to Part
II, Item 7 of this Report hereto and intends to file an amendment
to this report containing such information on or before October
10, 1999
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act of the Registrant.
Reference is made to the information concerning the
directors of the Registrant and the nominees for re-election as
directors appearing under the caption "Election of Directors" in
the 1999 Proxy Statement. Such information is incorporated
herein by reference to the Registrant's 1999 Proxy Statement to
be filed with the Securities and Exchange Commission in October,
1999.
Reference is made to the information concerning the
executive officers of the Registrant who are not directors
appearing under the caption "Executive Officers of the Company"
in the 1999 Proxy Statement. Such information is incorporated
herein by reference to the Registrant's 1999 Proxy Statement to
be filed with the Securities and Exchange Commission in October,
1999.
Reference is made to the information concerning
compliance with Section 16(a) of the Exchange Act appearing under
the caption "Section 16A, Beneficial Ownership's Reporting
Compliance" in the 1999 Proxy Statement. Such information is
incorporated herein by reference to the Registrant's 1999 Proxy
Statement to be filed with the Securities and Exchange Commission
on October, 1999.
Item 10. Executive Compensation.
Reference is made to the information concerning
remuneration of directors and executive officers of the
Registrant appearing under the captions "Additional Information-
Executive Compensation," "Additional Information-Stock Option
Grants During Fiscal 1998," "Additional Information-Aggregated
Stock Option Exercises and Fiscal Year-Ended Option Values," and
"Additional Information-Compensation of Directors," in the 1999
Proxy Statement. Such information is incorporated herein by
reference to the Registrant's 1999 Proxy Statement to be filed
with the Securities and Exchange Commission in October, 1999.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Reference is made to the information concerning
beneficial ownership of the Registrant's Common Stock, which is
the only class of the Registrant's voting securities, appearing
under the captions "Beneficial Ownership" and "Election of
Directors" in the 1999 Proxy Statement. Such information is
incorporated herein by reference to the Registrant's 1999 Proxy
Statement to be filed with the Securities and Exchange Commission
in October, 1999.
Item 12. Certain Relationships and Related Transactions.
Reference is made to the information regarding certain
relationships and transactions between the Registrant and its
directors, nominees for re-election as directors of the
Registrant, its executive officers, beneficial owners of 5% or
more of its Common Stock and any member of the immediate family
of any of the foregoing persons, appearing under the caption
"Additional Information-Certain Relationships and Related
Transactions" in the 1999 Proxy Statement. Such information is
incorporated herein by reference to the Registrant's 1999 Proxy
Statement to be filed with the Securities and Exchange Commission
in October, 1999.
Item 13. Exhibits and Reports on Form 8-K.
EXHIBITS
The following exhibits are filed with this Annual
Report or are incorporated herein by reference:
Exhibit Number Title
1 2 - Joint Agreement of Merger, dated February 23,
1983, of Cu-Co's of Biloxi, Inc.
1 3-A - Copy of Articles of Incorporation of the Registrant.
1 3-A-1 - Copy of Amendment to Articles of Incorporation of
the Registrant.
1 3-A-2 - Copy of Amendment to Articles of Incorporation of
the Registrant.
1 3-A-3 - Copy of Amendment to Articles of Incorporation of
the Registrant.
1 3-B - Copy of By-Laws of the Registrant.
2 3-B-1 - Copy of Amendment to By-Laws of Registrant.
9 3-B-2 - Amended and Restated By-Laws of the Registrant.
3 4-A - Rights Agreement, dated as of February 5, 1990,
between the Registrant and Commercial National
Bank in Shreveport.
3 4-B - Letter, dated February 26, 1991, from Whitney
National Bank to the Registrant confirming the
change of Rights Agent from Commercial National
Bank in Shreveport to Whitney National Bank.
3 4-C - Assignment of Rights Agreement, dated August 30,
1993, among Whitney National Bank, Boatmen's
National Bank and the Registrant with respect to
the change of Rights Agent from Whitney National
Bank to Boatmen's National Bank.
11 4-D - Copy of Mortgage and Security Agreement dated
April 25, 1994, with First National Bank of
Commerce for $450,000.
11 4-E - Copy of Promissory Note dated October 27, 1994,
with First National Bank of Commerce for $200,000.
11 4-F - Copy of Promissory Note dated October 27, 1994,
with First National Bank of Commerce for $250,000.
11 4-G - Copy of Promissory Note dated October 27, 1994,
with First National Bank of Commerce for $500,000.
10 4-H - Note Purchase Agreement (with Exhibits).
10 4-I - Amendment No. 1 to Rights Agreement dated March 12,
1991.
12 4-J - Assignment of Rights Agreement dated June 2, 1997,
among Boatman's National Bank, ChaseMellon Shareholder
Services, L.L.C. and the Registrant with respect to
the change of Rights Agent to ChaseMellon Shareholder
Services, L.L.C.
4-K - Assignment of Rights Agreement dated September 21,
1998, among ChaseMellon shareholder Services, L.L.C.,
Registrar and Transfer Company and the Registrant
with respect to the change of Rights Agent to
Registrar and Transfer Company.
1 10-A - Copy of Registrant's 1983 Stock Option Plan.
1 10-B - Copy of letter agreement between the Registrant and
certain stockholders of the Registrant relating to
piggyback registration rights.
4 10-C - Amendment No. 1 to 1983 Stock Option Plan of
Cucos Inc.
5 10-D - Amendment No. 2 to 1983 Stock Option Plan of
Cucos Inc.
5 10-E - Amendment No. 3 to 1983 Stock Option Plan of
Cucos Inc.
6 10-F - Amendment No. 4 to 1983 Stock Option Plan of
Cucos Inc.
7 10-G - Amendment No. 5 to 1983 Stock Option Plan of
Cucos Inc.
5 10-H - Form of Incentive Stock Option Agreement for
1983 Stock Option Plan.
5 10-I - Form of Non-Qualified (Employee) Stock Option
Agreement for 1983 Stock Option Plan.
5 10-J - Form of Non-Qualified (Director) Stock Option
Agreement for 1983 Stock Option Plan.
8 10-K - Description of Registrant's Bonus Plan.
9 10-L - Copy of Registrant's 1993 Stock Option Plan as
amended.
9 10-M - Form of Non-Qualified Stock Option Agreement for
1993 Stock Option Plan
9 10-N - Form of Incentive Stock Option Agreement for 1993
Stock Option Plan
23 - Consent of Independent Auditors
27 - Financial Data Schedule
________________________________
1 Filed as an exhibit to the Registrant's Registration
Statement on Form S-18 (Commission File No. 2-87372A) and
incorporated herein by reference.
2 Filed as an exhibit to Form 10-K for the fiscal year ended
July 1, 1984 (Commission File No. 0-12701) and incorporated
herein by reference.
3 Filed as an exhibit to Form 8-K dated February 23, 1991
(Commission File No. 0-12701), as amended by Form 8 dated
March 12, 1991, and incorporated herein by reference.
4 Filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Commission File No. 33-03953) and
incorporated herein by reference.
5 Filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Commission File No. 33-15785) and
incorporated herein by reference.
6 Filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Commission File No. 33-26941) and
incorporated herein by reference.
7 Filed as an exhibit to Form 10-K for the fiscal year ended
June 28, 1992 (Commission File No. 0-12701) and incorporated
herein by reference.
8 Filed as an exhibit to Form 10-K for the fiscal year ended
June 28, 1987 (Commission File No. 0-12701) and incorporated
herein by reference.
9 Filed as an exhibit to Form 10-KSB for the fiscal year ended
July 3, 1994 (Commission File No. 0-12701) and incorporated
herein by reference.
10 Filed as an exhibit to Form 8-K filed August 11, 1995
(Commission File No. 0-12701) and incorporated herein by
reference.
11 Filed as an exhibit to Form 10-KSB for the fiscal year ended
July 2, 1995 (Commission File No. 0-12701) and incorporated
herein by reference.
12 Filed as an exhibit to Form 8-A dated September 11, 1998,
and incorporated herein by reference.
The Registrant is a party to various agreements
defining the rights of holders of long-term debt of the
Registrant, but no single agreement authorizes securities in an
amount which exceeds 10% of the total assets of the Registrant.
Accordingly, such agreements are omitted as exhibits as permitted
by Item 601(b) (4) (ii) of Regulation S-B.
REPORTS ON FORM 8-K:
No reports on Form 8-K were filed during the fourth
quarter of Fiscal Year ended June 27, 1999.
QUALIFICATION BY REFERENCE
Information contained in this Annual Report as to the
contents of any contract or other document referred to or
evidencing a transaction referred to is necessarily not complete,
and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to this Annual
Report or incorporated herein by reference, all such information
being qualified in its entirety by such reference.
SIGNATURE
In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CUCOS INC.
Date: September 27, 1999 By: /s/ Vincent J. Liuzza, Jr.
Chairman of the Board and
Chief Executive Officer
In accordance with the Securities Exchange Act of 1934,
this report has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated as of
September 27, 1999.
/s/ Sidney C. Pulitzer /s/ Thomas J. Grace
Sidney C. Pulitzer, Director Thomas J. Grace, Director and Secretary
/s/ Miguel Uria /s/ Frank J. Ferrara
Miguel Uria, Director Frank J. Ferrara, Director
/s/ David M. Liuzza /s/ V. M. Wheeler III
David M. Liuzza, Director V. M. Wheeler III, Director
/s/ Vincent J. Liuzza, Jr.
Vincent J. Liuzza, Jr., Chairman of the
Board of Directors and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Title
(1) 2 - Joint Agreement of Merger, dated February 23, 1983, of
Cu-Co's of Biloxi, Inc.
(1) 3-A - Copy of Articles of Incorporation of the Registrant.
(1) 3-A-1 - Copy of Amendment to Articles of Incorporation of the
Registrant.
(1) 3-A-2 - Copy of Amendment to Articles of Incorporation of the
Registrant.
(1) 3-A-3 - Copy of Amendment to Articles of Incorporation of the
Registrant.
(1) 3-B - Copy of By-Laws of the Registrant.
(2) 3-B-1 - Copy of Amendment to By-Laws of Registrant.
(9) 3-B-2 - Amended and Restated By-Laws of the Registrant.
(3) 4-A - Rights Agreement, dated as of February 5, 1990, between
the Registrant and Commercial National Bank in Shreveport.
(3) 4-B - Letter, dated February 26, 1991, from Whitney National
Bank to the Registrant confirming the change of Rights
Agent from Commercial National Bank in Shreveport to
Whitney National Bank.
(3) 4-C - Assignment of Rights Agreement, dated August 30, 1993,
among Whitney National Bank, Boatmen's National Bank
and the Registrant with respect to the change of
Rights Agent from Whitney National Bank to Boatmen's
National Bank.
(11) 4-D - Copy of Mortgage and Security Agreement dated April
25, 1994, with First National Bank of Commerce for
$450,000.
(11) 4-E - Copy of Promissory Note dated October 27, 1994, with
First National Bank of Commerce for $200,000.
(11) 4-F - Copy of Promissory Note dated October 27, 1994, with
First National Bank of Commerce for $250,000.
(11) 4-G - Copy of Promissory Note dated October 27, 1994, with
First National Bank of Commerce for $500,000.
(10) 4-H - Note Purchase Agreement (with Exhibits).
(10) 4-I - Amendment No. 1 to Rights Agreement dated March 12,
1991.
(12) 4-J - Assignment of Rights Agreement dated June 2, 1998,
among Boatman's National Bank, ChaseMellon
Shareholder Services, L.L.C. and the Registrant
with respect to the change of Rights Agent to
ChaseMellon Shareholders Services, L.L.C.
4-K - Assignment of Rights Agreement dated September 21,
1998, among ChaseMellon shareholder Services,
L.L.C., Registrar and Transfer Company and the
Registrant with respect to the change of Rights
Agent to Registrar and Transfer Company.
(1) 10-A - Copy of Registrant's 1983 Stock Option Plan.
(1) 10-B - Copy of letter agreement between the Registrant
and certain stockholders of the Registrant relating
to piggyback registration rights.
(4) 10-C - Amendment No. 1 to 1983 Stock Option Plan of Cucos Inc.
(5) 10-D - Amendment No. 2 to 1983 Stock Option Plan of Cucos Inc.
(5) 10-E - Amendment No. 3 to 1983 Stock Option Plan of Cucos Inc.
(6) 10-F - Amendment No. 4 to 1983 Stock Option Plan of Cucos Inc.
(7) 10-G - Amendment No. 5 to 1983 Stock Option Plan of Cucos Inc.
(5) 10-H - Form of Incentive Stock Option Agreement for 1983
Stock Option Plan.
(5) 10-I - Form of Non-Qualified (Employee) Stock Option
Agreement for 1983 Stock Option Plan.
(5) 10-J - Form of Non-Qualified (Director) Stock Option
Agreement for 1983 Stock Option Plan.
(8) 10-K - Description of Registrant's Bonus Plan.
(9) 10-L - Copy of Registrant's 1993 Stock Option Plan as amended.
(9) 10-M - Form of Non-Qualified Stock Option Agreement for 1993
Stock Option Plan
(9) 10-N - Form of Incentive Stock Option Agreement for 1993
Stock Option Plan
23 - Consent of Independent Auditors
27 - Financial Data Schedule
________________________________
(1) Filed as an exhibit to the Registrant's Registration
Statement on Form S-18 (Commission File No. 2-87372A) and
incorporated herein by reference.
(2) Filed as an exhibit to Form 10-K for the fiscal year ended
July 1, 1984 (Commission File No. 0-12701) and incorporated
herein by reference.
(3) Filed as an exhibit to Form 8-K dated February 23, 1990
(Commission File No. 0-12701), as amended by Form 8 dated
March 12, 1991, and incorporated herein by reference.
(4) Filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Commission File No. 33-03953) and
incorporated herein by reference.
(5) Filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Commission File No. 33-15785) and
incorporated herein by reference.
(6) Filed as an exhibit to the Registrant's Registration
Statement on Form S-8 (Commission File No. 33-26941) and
incorporated herein by reference.
(7) Filed as an exhibit to Form 10-K for the fiscal year ended
June 28, 1992 (Commission File No. 0-12701) and incorporated
herein by reference.
(8) Filed as an exhibit to Form 10-K for the fiscal year ended
June 28, 1987 (Commission File No. 0-12701) and incorporated
herein by reference.
(9) Filed as an exhibit to Form 10-KSB for the fiscal year ended
July 3, 1994 (Commission File No. 0-12701) and incorporated
herein by reference.
(10) Filed as an exhibit to Form 8-K filed August 11, 1995
(Commission File No. 0-12701) and incorporated herein by
reference.
(11) Filed as an exhibit to Form 10-KSB for the fiscal year ended
July 2, 1995 (Commission File No. 0-12701) and incorporated
herein by reference.
(12) Filed as an exhibit to Form 8-A dated September 11, 1998,
and incorporated herein by reference.
