<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 24, 1999
CALA CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
1-15109
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(COMMISSION FILE NUMBER)
OKLAHOMA 73-1251800
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
6430 AVONDALE DRIVE, OKLAHOMA CITY, OKLAHOMA 73116
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (405) 842-2233
CREATIVE RESTAURANT CONCEPTS, INC./MAGNOLIA FOODS, INC.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
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ITEM 5. OTHER EVENTS.
a. By Consent and Record of Action, stockholders holding a majority of
the outstanding capital stock of Creative Restaurant Concepts, Inc. (formally
called Magnolia Foods, Inc.) approved a change of its name to "Cala
Corporation". The Company has amended its Certificate of Incorporation to
reflect this change.
b. The Registrant has acquired a restaurant lease for a restaurant
facility being built near Fishermens Warf in San Francisco, California, from
Giuseppe Cala and Gary A. Modaferri, in exchange for 5,600,000 shares of common
stock of the Registrant.
As a result of this transaction, Mr. Cala increased his ownership of
common stock from 8,710,819 shares to 10,984,819 shares. Based upon his current
beneficial ownership of 10,984,819 shares of Common Stock and 225 shares of
Series AA Preferred Stock, Mr. Cala presently holds approximately 49.9% of the
voting securities of the Registrant (50.3% assuming the exercise and conversion
of the Warrants to purchase 150,000 shares of common stock held by Mr. Cala).
ITEM 7. EXHIBITS.
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99a. Amendment to Certificate of Incorporation dated November 24, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DATE: DECEMBER 1, 1999
/s/ Giuseppe Cala
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Giuseppe Cala
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AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CREATIVE RESTAURANT CONCEPTS, INC.
TO THE SECRETARY OF STATE, STATE OF OKLAHOMA:
The undersigned, Giuseppe Cala, President of Creative Restaurant
Concepts, Inc., 2701 Monarch St., Hangar 20, Suite 130, Alameda, CA 94501,
being a person legally competent to amend the Certificate of Incorporation
pursuant to the provisions of the "Oklahoma General Corporation Act" of the
State of Oklahoma, does hereby execute and submit the following Amendment to
Certificate of Incorporation.
Article 1 is amended to read as follows:
ARTICLE 1
The name of the Corporation is Cala Corporation.
(a) Such amendment was proposed by a resolution of the Board of
Directors on the 19th day of November, 1999.
(b) The amendment was adopted by a vote of the majority shareholder
in accordance with the provisions of 18 O.S. Section 1077B.1.
(c) The action of the majority shareholder of the Corporation by
which the amendment was adopted was taken by memorandum and record
of action signed and dated as of November 19, 1999.
(d) The class and number of shares voted for and against such
amendments were:
<TABLE>
<CAPTION>
NUMBER VOTED
CLASS OF SHARES VOTED FOR AGAINST
- ----- ----------- ----------- ---------
<S> <C> <C> <C>
Common 13,748,819 10,984,819 -0-
</TABLE>
CREATIVE RESTAURANT CONCEPTS, INC.
By: /s/ Giuseppe Cala
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Giuseppe Cala, President
By: /s/ Joseph J. Johnston
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Joseph J. Johnston, Secretary
