<PAGE>
As Filed with the Securities and Exchange Commission on March 25, 1997
Registration No. 333-17205
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
CALIFORNIA CULINARY ACADEMY, INC.
(Name of registrant in its charter)
------------------------------------------
CALIFORNIA 94-3042862
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
CALIFORNIA CULINARY ACADEMY, INC.
625 POLK STREET
SAN FRANCISCO, CALIFORNIA 94102
(415) 771-3536
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------------------
KEITH H. KEOGH
CALIFORNIA CULINARY ACADEMY, INC.
625 POLK STREET
SAN FRANCISCO, CALIFORNIA 94102
(415) 771-3536
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process)
------------------------------------------
Copies to:
DEBRA K. WEINER
GROVER T. WICKERSHAM, P.C.
430 CAMBRIDGE AVENUE, SUITE 100
PALO ALTO, CA 94306
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.
If any securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT (1)(2) OFFERING PRICE(2) FEE
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COMMON STOCK (3) 506,665 $8.625 $4,369,986 $1,325(4)
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</TABLE>
(1) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457(c).
(2) Proposed maximum offering price is based on the last sale price of
the Common Stock on the Nasdaq National Market on November 27, 1996.
(3) Registered for resale by certain Selling Shareholders.
(4) Previously paid.
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THE REGISTRANT HEREBY AMENDS THE REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
<PAGE>
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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Subject to completion dated March 25, 1997
506,665 SHARES
CALIFORNIA CULINARY ACADEMY, INC.
COMMON STOCK
All of the 506,665 shares (the "Shares") of common stock, no par value (the
"Common Stock") of California Culinary Academy, Inc. (the "Academy") offered
hereby are offered for resale by the holders thereof (the "Selling
Shareholders"), or by their pledgees, donees, transferees or other successors in
interest (sometimes referred to as the "Sellers"). Of the total Shares, (i)
254,541 Shares are issuable upon conversion of Preferred Stock which itself was
issued upon conversion of convertible notes that were acquired by certain
Selling Shareholders in a private placement conducted during March 1996, (ii)
25,454 Shares are issuable upon exercise of warrants that were issued to the
agent who assisted in the placement (the "Agent's Warrants"); (iii) 100,000
Shares are issuable upon exercise of warrants issued to the managing underwriter
of the Company's initial public offering (the "Underwriter's Warrants"); (iv)
126,670 Shares were issued upon exercise of warrants held by affiliates of the
Academy, which Shares are still held by such affiliates or have been
subsequently transferred in private transactions to their assignees or donees
(the "Affiliate Stock"). The Sellers may offer and sell the Shares from time to
time in brokerage transactions (which may include block transactions), in the
over-the-counter market or negotiated transactions at prices and terms
prevailing at the times of such sales, at prices related to such market prices
or at negotiated prices. Such Shares may be sold directly to purchasers, through
broker-dealers acting as agents for the Sellers or to broker-dealers who may
purchase the Sellers' Shares as principals and thereafter sell the Shares from
time to time in the over-the-counter market, in negotiated transactions or
otherwise, or by a combination of these methods. Broker-dealers who effect these
transactions may receive compensation in the form of discounts or commissions
from the Sellers or from the purchasers of the Shares for whom the
broker-dealers may act as an agent or to whom them may sell as a principal, or
both. See "Plan of Distribution."
The Academy will not receive any part of the proceeds from the resale of
the Shares by the Sellers. The Academy will bear the costs relating to the
registration of the Shares, estimated to be approximately $43,325. The Sellers
and broker-dealers, if any, acting in connection with such sales, might be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act and any commission received by them and any profit on the resale
of such securities might be deemed to be underwriting discounts and commissions
under the Securities Act.
The Academy's Common Stock is currently traded in the Nasdaq National
Market under the symbol "COOK." The last sale price of the Academy's Common
Stock on the National Market on March 24, 1997 was $7.375.
--------------
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF
RISK AND SHOULD NOT BE PURCHASED BY ANY INVESTORS WHO CANNOT AFFORD THE LOSS OF
THEIR ENTIRE INVESTMENT OR BY PERSONS WHO REQUIRE CURRENT INCOME. SEE "RISK
FACTORS" ON PAGE 7.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
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 , 1997.
<PAGE>
ADDITIONAL INFORMATION
The Academy is subject to the information 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"). Such reports, proxy
statements and other information may be inspected and copied at the at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549; at its New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048; at its Pacific Regional Office
located at 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California
90036; and at its Chicago Regional Office, 500 West Madison, 14th Floor,
Chicago, Illinois 60661. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, the Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants, such as
the Academy, that file electronically with the Commission.
The Academy has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), with
respect to the securities offered hereby. This Prospectus does not contain all
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. The
Registration Statement, including exhibits thereto, may be inspected and copied
at public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
such material may be obtained by mail at prescribed rates from the Public
Reference Branch of the Commission at its principal office in Washington, D.C.
20549. Statements contained in this Prospectus as to the contents of any
contract or other document referred to are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference to the exhibit for a more complete description
of the matter involved.
2
<PAGE>
INFORMATION INCORPORATED BY REFERENCE
The following documents heretofore filed by the Academy with the Commission
are by this reference incorporated in and made a part of this Prospectus:
(i) The Annual Report on Form 10-KSB for the fiscal year ended June 30,
1996, filed pursuant to Section 13 of the Exchange Act (including
documents incorporated therein by reference);
(ii) The Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 1996 and December 31, 1996, filed pursuant to Section
13 of the Exchange Act; and
(iii) The Definitive Proxy Statement for the Annual Meeting of
Shareholders held on March 15, 1997; and
(iv) The description of the Academy's Common Stock, no par value, contained
in Form 8-A, filed pursuant to Section 12(g) of the Exchange Act,
including any amendments or reports filed for the purpose of updating
such description.
All reports filed by the Academy with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospect us to the extent that the statement is
modified or superseded by any other subsequently filed document which is
incorporated or is deemed to be incorporated by reference herein. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The Academy will cause to be furnished without
charge to each person, including any beneficial owner, to whom this Prospectus
is delivered, upon the written or oral request of such person, a copy of any
documents described above, other than certain exhibits to such documents.
Request should be addressed to: California Culinary Academy, Inc., 625 Polk
Street, San Francisco, California 94102, Attention: Chief Financial Officer,
telephone (415) 771-3536.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus, and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, any securities in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create an implication that there has
been no change in the facts herein set forth since the date hereof.
3
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PROSPECTUS SUMMARY
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
INFORMATION AND FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING
ELSEWHERE IN THIS PROSPECTUS. EXCEPT FOR HISTORICAL INFORMATION CONTAINED
HEREIN, THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED HEREIN AND
IN THE ACADEMY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30,
1996, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED
OR DISCUSSED. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH REFLECT MANAGEMENT'S ANALYSIS ONLY AS OF THE
DATE HEREOF. THE ACADEMY UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE
RESULTS OF ANY REVISION TO THESE FORWARD-LOOKING STATEMENTS THAT MAY BE MADE TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS.
THE COMPANY
The California Culinary Academy, Inc. (the "Academy") operates one of the
largest publicly-held, for-profit professional chef training schools in the
United States. Founded in 1977, the Academy offers professional programs and
consumer education classes and workshops in the culinary arts, operates two
restaurants at its San Francisco campus, originates television programs and
cookbooks and operates a small retail store. The Academy's reputation has been
developed by virtue of its commitment to academic excellence, its association
with an award winning cookbook series and broad media exposure through public
television.
As of September 1, 1996, the Academy has graduated over 4,100 students from
its professional programs, which currently include its 18-month Associate of
Occupational Studies ("A.O.S.") in Culinary Arts Degree Program and its 30-week
Baking and Pastry Arts Certificate Program. These programs are designed to
prepare students for entry-level professional positions or for individual
advancement in the food service profession. The core elements of the Academy's
educational program include its employment-focused curriculum (partially
developed in consultation with food service industry employers), a faculty that
has extensive industry experience, effective job placement and modern facilities
with well-equipped instructional kitchens. Because it focuses on teaching the
practical skills and techniques that are needed in the food service industry,
the Academy has established and maintained a high job placement rate among its
graduates. In addition to its degree and certificate programs, the Academy also
conducts professional weekend courses in traditional kitchen skills (called "New
Basics") and baking and pastry techniques and offers a wide variety of culinary
arts classes and workshops for amateurs.
The Academy operates two public restaurants at its San Francisco campus
with total seating for approximately 450 patrons. The restaurants, which are
staffed by the students of the Culinary Arts degree program under faculty
supervision, serve as an important adjunct to the professional training provided
in the classrooms by providing realistic training in restaurant food
preparation, service and management.
Although the Academy's priorities remain on its educational programs, the
Academy believes its competitive position and name recognition have been
enhanced by the production of the television series called "COOKING AT THE
ACADEMY," which the Academy conceived and scripted in collaboration with public
television station, KQED in San Francisco. This series has appeared repeatedly
on public television stations throughout the country since its first airing in
1991. Over 135,000 copies of the accompanying cookbook, "Cooking at the
Academy," have been distributed. In the spring of 1995, public television
stations began airing 26 new episodes of "Cooking at the Academy" and since
March 1995 over 85,000 copies of the program's companion cookbook, "Festive
Favorites, Entertaining with the California Culinary Academy" have been
distributed. The Academy seeks to capitalize on its exposure on public
television and other media. The Academy licenses its trademark for general
commercial purposes and has entered into various agreements with companies in
the cookware industry including product distribution, promotion and advertising.
The Academy is now on-line through the World Wide Web at
http://www.baychef.com as an additional tool to recruit students. The Academy's
WEB site, On-line SPICE ("Superior Products In Culinary Education") provides
information on the Academy's cooking programs, admission procedures, profiles
chef instructors, offers articles and practical cooking techniques for culinary
enthusiasts and provides an interactive culinary help line.
The Academy is accredited by the American Culinary Federal Educational
Institute Accrediting Commission ("ACFEI") and by the Accrediting Commission for
Career Schools/Colleges of Technology. The Academy is recognized in its
postsecondary educational program by the U.S. Department of Education and by the
California Council for Private Postsecondary and Vocational Education ("CPPVE").
The California Culinary Academy was founded in June 1977 as a Pennsylvania
corporation. The Academy was incorporated in October 1986 in the State of
California under the name CCA Acquisition Corporation and was the surviving
corporation in a merger with the Pennsylvania corporation. The Academy is
located at 625 Polk Street, San Francisco, California 94102. Its telephone
number is (415) 771-3536.
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4
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<TABLE>
<CAPTION>
THE OFFERING
<S> <C>
Common Stock Offered by the Selling Shareholders. . . . . . . 506,665 shares
Common Stock Outstanding. . . . . . . . . . . . . . . . . . . 3,321,719 shares as of February 28, 1997(1)
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . An investment herein involves a high degree of risk and should not
be considered by investors who cannot afford to lose their entire
investment. See "Risk Factors."
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . The Academy will receive no proceeds from the sale of the Shares
offered hereby by the Selling Shareholders
Nasdaq National Market Symbol . . . . . . . . . . . . . . . . COOK
</TABLE>
-----------
(1) Does not include (i) up to 254,541 shares issued upon conversion of
outstanding Series A Preferred Stock; (ii) up to 570,870 shares issuable upon
exercise of outstanding options granted pursuant to the Academy's stock option
plan; or (iii) up to 125,454 shares issuable upon exercise of outstanding
warrants. Assuming conversion of all outstanding Preferred Stock, the underlying
shares of which are being offered for resale hereby, the number of shares of
Common Stock outstanding would total 3,576,260. Assuming, in addition, the
exercise of all of the Agent's Warrants and the Underwriter's Warrants, the
underlying shares of which are being offered for resale hereby (but no other
warrants or outstanding options), the total number of shares of Common Stock
outstanding would equal 3,701,714.
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5
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SUMMARY FINANCIAL INFORMATION
The following table reflects summary financial information for the three
fiscal years ended June 30, 1996. The summary financial information as of and
for each of the years in the three-year period ended June 30, 1996 are
derived from the audited financial statements of the Academy. The financial
statements as of June 30, 1996 and for the year then ended have been audited
by Deloitte & Touche LLP, independent accountants and are incorporated by
reference into this Prospectus. The financial statements as of June 30, 1995
and for the year then ended, have been audited by Arthur Andersen LLP,
independent public accountants and are incorporated by reference into this
Prospectus. The statement of operations data set forth below for the 10-month
fiscal year ended June 30, 1994 were derived from the Academy's financial
statements for such period, audited by Arthur Andersen LLP. The summary
financial information as of and for the six months ended December 31, 1995
and 1996 have been derived from the Academy's unaudited financial statements
which, in the opinion of management, reflect all adjustments (consisting
solely of normal recurring adjustments) necessary for a fair presentation of
the results for these periods and as of such dates. The summary financial
data provided below for the six months ended December 31, 1996 are not
necessarily indicative of the future results of operations or financial
performance of the Academy. The data set forth below should be read in
conjunction with the financial statements and related notes and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
incorporated by reference from the Academy's annual report on Form 10-KSB for
the fiscal year ended June 30, 1996 and its quarterly report on Form 10-QSB
for the quarter ended December 31, 1996 incorporated herein by reference.
STATEMENT OF OPERATIONS DATA:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
JUNE 30, DECEMBER 31,
----------------------------------------- ----------------------------
1994 1995 1996 1995 1996
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(10 MONTHS)(1)
<S> <C> <C> <C> <C> <C>
Total revenues $11,065,000 $15,129,000 $14,882,000 $7,193,000 $7,318,000
Total costs and expenses 11,280,000 14,862,000 15,881,000 7,779,000 7,047,000
Net income (loss) 105,000 151,000 (999,000) (420,000) 171,000
Net income (loss) per common share(2) $0.03 $0.05 $(0.32) $(0.13) $0.05
Weighted average shares outstanding 3,204,305 3,278,829 3,114,732 3,281,915 3,460,970
BALANCE SHEET DATA:
JUNE 30,
----------------------------- DECEMBER 31,
1995 1996 1996
------------ ------------ -------------
Current assets $6,493,000 $6,582,000 $6,247,000
Working capital 339,000 935,000 815,000
Total assets 11,846,000 12,858,000 12,264,000
Notes payable 292,000 500,000 44,000
Capital lease obligations 119,000 215,000 182,000
Subordinated convertible notes payable -- 1,400,000 --
Shareholders' equity 5,194,000 4,655,000 6,168,000
</TABLE>
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(1) The Academy changed its fiscal year from August 31 to June 30, effective
June 30, 1994.
(2) Based upon the weighted average number of shares of Common Stock
outstanding during the period, excluding shares issuable upon exercise of
outstanding options and warrants or conversion of the Series A Preferred
Stock. The effect of inclusion of such shares would be anti-dilutive.
No cash dividends on Common Stock have been paid by the Academy since its
inception. The Academy has no plans for payment of cash dividends on Common
Stock in the foreseeable future, and intends to retain its earnings, if any, for
the development of its business. The Academy is required to pay cash dividends
on its Series A Preferred Stock at the annual rate of 7.5% simple interest from
August 23, 1996.
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6
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RISK FACTORS
AN INVESTMENT IN THE ACADEMY INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO
THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN EVALUATING AN INVESTMENT.
PURCHASE OF THE SECURITIES OFFERED HEREBY SHOULD NOT BE CONSIDERED BY PERSONS
UNABLE TO AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
HISTORY OF RECENT LOSSES. Although the Academy recorded net income of
$105,000 and $151,000 in the fiscal years ended June 30, 1994 and 1995,
respectively, it incurred a net loss of $999,000 for the fiscal year ended
June 30, 1996. Since late in fiscal 1996, management has taken steps to
restructure its educational programs and certain administrative departments
and to expand the possible revenue base of the Academy by developing new
programs and services for the food service industry outside the core business
of culinary arts education. There can be no assurance that the recent
efforts will be successful in achieving profitable operations, or if
achieved, that profitability can be sustained in future periods.
DEPENDENCE ON STUDENT LOANS AND GRANTS. Approximately 62% of the Academy's
students receive some form of financial aid assistance. During fiscal 1996, the
Academy derived approximately 42% of its education program revenues from tuition
receipts which were from federal and/or state government-sponsored financial
aid. The Academy's students are generally eligible to participate in various
government loan and grant programs based on factors such as financial need,
academic performance or military service. The Academy is certified by the State
of California and the U.S. Department of Education to disburse loan and grant
funds to students or pre-qualify applicants to receive loans and grants. There
is no assurance that the government programs providing financial assistance and
subsidies to students will remain available at current levels, or at all. In
addition, extensive and complex regulations govern all of the government grant
and loan programs in which the Academy participates. See "--Regulation by U.S.
Department of Education" and "--Regulation by Other Federal and State
Authorities," below. Changes in student eligibility requirements for loan and
grant programs or the loss, for any reason, of the Academy's state or federal
approvals to participate in these programs would have a material adverse effect
on tuition revenues and the Academy's profitability. There can be no assurance
that the Academy's students will continue to receive financial aid at historical
levels or that the Academy will continue to meet participation requirements.
CHANGE IN STRATEGIC PLANS. The Academy has recently revamped its A.O.S.
degree enrollment structure from starting a new enrollment class every two
months to starting newly enrolled classes every two weeks. This change was made
in order to more effectively manage student enrollment start dates and class
sizes, faculty labor costs and other program costs and to more effectiveness
utilize its teaching facilities. In addition, the Academy's management has made
the decision to focus additional resources on alternative areas of potential
revenue growth outside of the Academy's core revenue base of tuition receipts
from its degree and certificate programs. Such additional plans include adding
training facilities in locations outside of the Academy's main campus area in
San Francisco and offering more programs to the food industry such as contract
training and research and development in the areas of product development, menu
development and restaurant design. There is no assurance that these changes in
strategic planning and management allocation of resources will be effective and
will result in higher revenues or profits.
INCREASED COHORT DEFAULT RATE. The Academy's business is highly
dependent on maintaining the school's eligibility to participate in federal
student financial aid programs. Such elegibility depends, in part, on
maintaining an acceptable "cohort default rate," which is a measure of
defaults on repayment of student loans in most of the federal student loan
programs. The cohort default rate of the Academy's students has increased
significantly in the past several years, increasing from an average of 7.1%
for the three years ended June 30, 1992, to 13% in 1993 and 18.8% for the two
year period ended June 30, 1994, the last period for which default rate
information has been released by the Career College Association. The Academy
has no control over the loan repayments of its former students. However, the
Academy speculates that the cohort default rate has increased because of
relaxed admissions standards for a period of time prior to the reporting
year, when the Academy had been striving to increase or maintain enrollments.
Students may have been admitted who did not have the requisite ability or
inclination to repay their financial obligations. The Academy's entire
senior management has recently changed and new management has virtually
restaffed the entire admissions department. The Academy believes that
changes made during the past year will have a favorable effect on its cohort
default rate; however, given the manner in which the rate is determined, this
favorable change will not be observed until approximately two years from the
date hereof. Although as of the 1994 measurement period, the cohort default
rate remains well below a dangerous level, were the trend of increased
defaults to continue, the Academy's eligibility to participate in various
financial aid programs could be threatened, which, in turn, would severely
adversely impact the Academy's core business and its results of operations.
The inability to provide financial aid to students would ultimately result in
the necessity of ceasing operations of the school.
REGULATION BY U.S. DEPARTMENT OF EDUCATION. In order to make federal
financial aid available to its students, the Academy must be eligible to
participate in the "Student Financial Assistance Programs" ("Title IV")
authorized by the Higher Education Act of 1965, as amended ("Higher Education
Act), which are administered by the U.S. Department of Education ("DOE"). The
DOE is directed under the Higher Education Act to establish regulations,
including financial responsibility and other criteria, which participating
institutions must satisfy for their students to
7
<PAGE>
receive Title IV aid. Although the Academy is currently certified to participate
in Title IV programs, and the Academy believes it generally operates in
substantial compliance with applicable substantive DOE regulations, there can be
no assurance the Academy will remain in compliance in the future or that changes
in financial or other requirements imposed by the DOE will not adversely impact
the Academy's operations.
REGULATION BY OTHER FEDERAL AND STATE AUTHORITIES. In addition to the
regulation of the Academy's business by the DOE, the Academy is also subject to
regulation by other federal and state agencies including, among others, the U.S.
Department of Labor, the Veterans Administration, the California Council for
Private Postsecondary and Vocational Education. Although certain aspects of the
regulatory structure of these governmental authorities may be similar or
identical to the DOE regulatory framework, each agency has its own separate set
of regulations to which the Academy must comply. Such regulations may vary in
material respects to those of the DOE and from each other. In addition, in the
State of California, schools such as the Academy must be approved by the Council
for Private Postsecondary and Vocational Education in order to continue to be
eligible to participate in the Title IV federal financing assistance programs.
Failure to substantially comply with government regulations could have a
material adverse effect on the Academy and its operations.
DEPENDENCE ON ACCREDITATIONS. The Academy is accredited as a professional
chef training institution by the Accrediting Commission for Career
Schools/Colleges of Technology ("ACCSCT") and the Academy's 18-month A.O.S.
Degree Program and 30-week Baking and Pastry Arts Certificate Program are also
accredited by the Accrediting Commission of the American Culinary Federation
Educational Institute ("ACFEI"). The Academy received an unconditional five-year
accreditation from the ACCSCT in 1994 that expires in 1999 and an unconditional
five-year accreditation from the ACFEI in 1995 for both the culinary arts degree
program and the baking and pastry certificate program. Accreditation from a
DOE-recognized national accrediting commission such as the ACCSCT is required
for a student to be eligible for federal financial assistance. Accordingly, the
loss of accreditation from the ACCSCT for any reason would have a material
adverse effect on the Academy's revenues and its profitability. While the
Academy has received a favorable finding in an independent audit of the
Academy's federal and state financial assistance programs performed for the
years ended June 30, 1994 and 1995, there is no assurance that the systems now
in place will prevent and/or detect all material errors in financial assistance.
Accreditation from the ACFEI of the Academy's A.O.S. degree program provides no
direct financial benefit to the Academy. However, the loss of accreditation from
the ACFEI for any reason could adversely impact the Academy's reputation.
DEPENDENCE ON MEDIA EXPOSURE. While the Academy's revenues are primarily
derived from its culinary arts education business, the Academy has received
significant exposure from its media activities, including paid local advertising
and nationwide television coverage through San Francisco public television
station KQED at no cost to the Academy. The Academy believes that its continuing
television exposure has a material impact on the level of name recognition
throughout the country which, in turn, brings the Academy's culinary arts
educational programs to the attention of potential students and is the Academy's
main recruiting tool. While the
8
<PAGE>
Academy believes its existing relationship with KQED is excellent, as
demonstrated by a new 26-episode series of "COOKING AT THE ACADEMY" which began
airing nationwide in the spring of 1995, there is no assurance that the
relationship will continue or that production funding will be available. Loss of
the media exposure through KQED would require the Academy to find alternative
media sources in order to continue significant media exposure, and there is no
assurance that the Academy would be successful in this effort. Failure to have
significant media exposure could have a material adverse impact on the Academy's
marking activities, growth and financial condition.
DEPENDENCE ON MANAGEMENT. The Academy's future success will depend in part
upon its continuing ability to attract and retain highly qualified personnel to
manage the future growth of the Academy, including persons with expertise in
education, the culinary industry and business administration. There can be no
assurance the Academy will be successful in attracting and retaining such
personnel.
COMPETITION. According to the American Culinary Federation Educational
Institute, there are approximately 800 culinary programs offered in the United
States, including food service programs offered by vocational training schools,
some two-year schools and programs offered for the avocational chef. Based on
available industry publications and its experience in the industry, the Academy
believes it is one of the largest for-profit professional chef training schools
in the United States. While the market for professional training of chefs is
highly fragmented and regionally oriented, the Academy believes that it also
competes in professional chef training with the Culinary Institute of America,
located in Hyde Park, New York and in the Napa Valley region of California, and
Johnson & Wales University, located in Providence, Rhode Island. The Academy's
business success will be subject to its ability to compete effectively with the
Culinary Institute of America and Johnson & Wales, as well as other competitors
now in, or which enter, the professional chef training market. There is no
assurance the Academy will continue to compete effectively in its chosen market
or that competitors will not enter the Academy's principal market.
PROPRIETARY RIGHTS. The Academy's service marks and trademarks
(collectively, "marks") have been registered on the principal register of the
United States Patent and Trademark Office for various uses. Although the
Academy's marks have become incontestable by any party alleging prior use of the
mark, no assurance can be given that such registration is not cancelable on
grounds other than prior use. While the Academy will defend its marks against
unauthorized use or infringement by others, the cost of defending the marks
could be substantial in the event of infringement. The Academy believes that the
marks are of significant value to the Academy's business and reputation. Failure
or inability to defend the marks could adversely affect the Academy's revenues
from products licensed or sold under the Academy's marks or the use of the
Academy's name and logo in the normal course of business.
TORT LIABILITY AND INSURANCE. The Academy's operation of its restaurant
and retail food sales facilities may subject the Academy to litigation based on
personal injury claims and the restaurant's service of liquor could subject the
Academy to claims or damages related to the
9
<PAGE>
service of alcohol to minors or intoxicated persons. The Academy maintains
general liability insurance in the amount of $6,000,000. Should insurance
premiums increase or should coverage become limited in amount, certain losses
could in effect become uninsurable or may exceed available coverage. Any
significant uninsured loss suffered by the Academy could have a material adverse
effect on its operations.
CONTROL BY OFFICERS AND DIRECTORS. The officers and directors of the
Academy control, directly or indirectly, approximately 46% of the outstanding
Common Stock. In addition, such persons hold, directly or indirectly, options
and warrants to purchase an aggregate of 289,994 additional shares of Common
Stock. Assuming exercise of all such options and warrants, the officers and
directors would hold approximately 54.8% of the outstanding Common Stock. These
factors will likely make it more difficult for an independent third party to
effect a change in control of the Academy than would be the case if the stock
ownership were less concentrated among members of management.
STOCK MARKET VOLATILITY. There have been periods of extreme volatility in
the stock market that, in many cases, were unrelated to the operating
performance of, or announcements concerning, the issuers of the affected
securities. General market price declines or volatility in the future could
adversely affect the price of the Common Stock. Short-term trading strategies of
certain investors can have a significant effect on the price of specific
securities.
RECENT DEVELOPMENTS
On January 21, 1997, the Academy's Board of Directors voted to fill two
vacancies on the Board by approving resolutions to place James D. Cockman and
Frederick L. Dame on the Board, effective as of their respective dates of
acceptance. Following formal invitations to join the Board by the Academy's
Chairman of the Board, Messrs. Cockman and Dame became members of the Board
effective January 28, 1997. Biographical information concerning each of the
new Board members is included in the Academy's Proxy Statement for its Annual
Meeting of Shareholders held on March 15, 1997, which is incorporated herein
by this reference. On March 3, 1997, William G. DeMar resigned as a
director. At the Annual Meeting, former directors, William G. DeMar and
Robert J. Marani, did not stand for reelection.
USE OF PROCEEDS
The Shares being offered hereby are being offered for resale by the Selling
Shareholders, or by their pledgees, donees, transferees or other successors in
interest, and the Academy will receive no proceeds from the resale of the shares
of Common Stock being offered hereby.
To the extent Selling Shareholders exercise the Agents' Warrants or the
Underwriter's Warrants, of which there is no assurance, the Company will receive
the exercise price applicable thereto. Such proceeds, if any, will be applied
to working capital and used for general corporate purposes. The exercise prices
of the Agents' Warrants and the Underwriter's Warrants are $6-5/8 and $7.80,
respectively.
10
<PAGE>
SELLING SHAREHOLDERS
An aggregate of 506,665 Shares of Common Stock may be offered by certain
securityholders of the Academy (the "Selling Shareholders") who acquired these
Shares in a private transactions. Of these Shares, 25,454 Shares are issuable
upon exercise of warrants issued to the selling agent who assisted in the
Academy's 1996 private placement and 100,000 Shares are issuable upon exercise
of warrants issued to the managing underwriter of the Company's initial public
offering. Of the balance, 254,541 are shares issuable upon conversion of
currently outstanding Series A Preferred Stock and the remaining shares have
been issued from time to time upon exercise of privately-placed warrants by the
Selling Shareholder or the transferor of the Selling Shareholder.
The Selling Shareholders or their pledgees, donees, transferees or other
successors in interest may offer the Shares owned by them for sale as principals
for their own accounts at any time and from time to time, in the
over-the-counter market at prices prevailing at the time of sale. The Selling
Shareholders may also offer the Shares in private sales at prices to be
negotiated. The Academy will not receive any of the proceeds from the sale of
such securities. Selling Shareholders are not obligated to reimburse the Academy
any portion of the expenses incurred by the Academy in this offering.
The following table sets forth the name of each such securityholder for
whom the Academy is registering Shares of Common Stock for resale to the public
and (ii) the number and percentage of shares of Common Stock beneficially owned
by each such holder as of February 28, 1997 and after the offering (assuming the
sale of all of their Shares offered hereby). To the extent the Shares represent
shares issuable upon conversion of the Series A Preferred Stock, or shares
issuable upon exercise of warrants, such conversion or exercise must take place
prior to the sale of the Shares offered hereby. Material relationships between
certain of the Selling Shareholders and the Academy are set forth in the
footnotes to the table. Except as indicated in the footnotes to this table, the
persons named in the table have sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned by them, subject to
community property laws, where applicable.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES FOLLOWING OFFERING
--------------------------- ---------------------
NUMBER OF PERCENT TO BE NUMBER OF PERCENT
NAME SHARES OWNED SOLD SHARES OWNED
- --------------------------- ------------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Theodore G. Crocker(1) 1,295,599 37.8% 65,486 1,230,113 35.9%
William G. DeMar(2) 201,135 6.8 4,302 196,833 6.7
AGF Convertibles(3)(4) 127,272 3.9 127,272 0 --
Paulson Investment
Company, Inc.(5) 73,000 2.2 73,000 0 0
Veer Palthe Voute(3)(6) 54,545 1.6 54,545 0 --
</TABLE>
(SEE FOOTNOTES ON FOLLOWING PAGE.)
11
<PAGE>
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES FOLLOWING OFFERING
----------------------------- --------------------------
NUMBER OF PERCENT TO BE NUMBER OF PERCENT
NAME SHARES OWNED SOLD SHARES OWNED
- ------------------------------ ------------- ---------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Ralph P. Vairo 33,493 1% 33,493 0 --
Bailey & Company Inc.(7) 25,454 * 25,454 0 --
Purling Holdings Ltd.(8)(9) 18,181 * 18,181 0 --
Sanctus Spiritus Antilles, N.V.
(8)(10) 18,181 * 18,181 0 --
Le Manoir Murisaltien(8)(11) 18,181 * 18,181 0 --
Tiverton Investment Fund,
Ltd.(3)(8) 18,181 * 18,181 0 --
Michael P. Dunn 9,049 * 9,049 0 --
Chester L.F. Paulson(12) 9,000 * 9,000 0 --
William A. Berg(12) 9,000 * 9,000 0 --
Thomas A. McChesney(12) 9,000 * 9,000 0 --
A. Donald and Georgella
Sortwell 7,170 * 7,170 0 --
Murphy, Thompson &
Gunter, LLP(13) 4,780 * 4,780 0 --
Jamie R. Gittins 2,390 * 2,390 0 --
- ---------------
</TABLE>
* Less than 1%.
(1) Mr. Crocker is the Academy's Chairman of the Board, Chief Executive Officer
and a principal shareholder. His share total includes 107,990 shares
issuable upon exercise of outstanding options exercisable within 60 days of
the date of this Prospectus.
(2) Mr. DeMar is a director of the Academy. His share total includes (i) 3,000
shares owned by his spouse as custodian for his minor children; and (ii)
35,850 shares issuable upon exercise of outstanding options exercisable
within 60 days of the date of this Prospectus.
(3) The beneficial ownership interests of the selling shareholder are widely
held.
(4) Includes 127,272 shares issuable upon conversion of Series A Preferred
Stock.
(5) Includes 73,000 shares issuable upon exercise of the Underwriter's
Warrants. Paulson Investment Company, Inc. acted as the managing
underwriter of the Company's 1993 Initial Public Offering and is subsidiary
of a publicly-held company.
(6) Includes 54,545 shares issuable upon conversion of Series A Preferred
Stock.
(7) Includes 25,454 shares issuable upon exercise of the Agent's Warrants.
Bailey & Company Inc. acted as selling agent for the sale of the
convertible promissory notes issued in the private placement, which notes
automatically converted into Series A Convertible Preferred Stock on August
23, 1996. W. Bruce C. Bailey, the Managing Director and principal
shareholder of Bailey & Company Inc., is a member of the Board of Directors
of the Academy. The warrants are not exercisable until the earlier of (i)
the effective date of the registration statement of which this Prospectus
is a part or (ii) one year from the closing of the private placement for
which Bailey & Company served as Selling Agent.
(8) Includes 18,181 shares issuable upon conversion of Series A Preferred
Stock.
(9) The beneficial owners of the selling shareholder, a non-U.S. person, are
Grant G. Brown and the Brown Family Trusts.
(10) The beneficial owner of the selling shareholder is a private non-U.S.
person.
(11) The beneficial owner of the selling shareholder is Marc Dumont.
(12) Includes 9,000 shares issuable upon exercise of the Underwriter's Warrants.
(13) The Selling Shareholder is a limited liability partnership, the beneficial
owners of which are Roy C. Gunter, III and Ralph W. Thompson, III.
12
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus also covers the resale of all or a portion of the Shares by
the Selling Shareholders, or by their pledgees, donees, transferees or other
successors in interest. Such sales may be made on one or more exchanges (if the
Common Stock is then listed, which it is not as of the date hereof) or in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following: (i) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (ii) purchase by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(iii) an exchange distribution in accordance with the rules of such exchange, if
the Academy's Common Stock is then listed on an exchange, which it is not as of
the date hereof; (iv) ordinary brokerage transactions and transactions in which
the broker solicits purchasers, (iv) in negotiated transactions or otherwise, or
a combination of such methods. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than pursuant to this Prospectus. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or discounts
from Selling Shareholders in amounts to be negotiated immediately prior to the
sale.
The Academy will amend or supplement this Prospectus in the following
circumstances and to the following extent: (i) if the securities are to be sold
at a price other than the prevailing market price, to disclose such price; (ii)
if the securities are to be sold in block transactions and the purchaser intends
to resell, to disclose the nature and extent of such arrangements; or (iii) if
the compensation to be paid to broker-dealers is other than usual and customary
discounts, concessions or commissions, to disclose the terms of such
broker-dealer compensation. In the above-circumstances, no offers or sales may
be made by the Selling Shareholder until an effective amendment or prospectus
supplement is available.
The Selling Shareholders and broker-dealers, if any, acting in connection
with such sales, might be deemed to be "underwriters" within the meaning of
section 2(11) of the Securities Act and any commission received by them and any
profit on the resale of such securities may be deemed to be underwriting
discounts and commissions under the Act. The Academy will not receive any part
of the proceeds from the sale of the Shares by the Selling Shareholders.
13
<PAGE>
LEGAL MATTERS
The validity of the Securities offered hereunder will be passed upon for
the Academy by Grover T. Wickersham, P.C., Palo Alto, California. Grover T.
Wickersham, a member of the Academy's Board of Directors and a principal in
the law firm of Grover T. Wickersham, P.C., is the holder of options to
purchase a total of 54,850 shares of Common Stock.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Academy's Annual Report on Form 10-KSB for the year ended June 30, 1996 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The statements of operations, shareholders equity and cash flows for the
fiscal year ended June 30, 1995, incorporated by reference from the Academy's
Annual Report on Form 10-KSB for the year ended June 30, 1995, to the extent
and for the period indicated in their report, have been audited by Arthur
Andersen LLP, independent public accountants, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in auditing
and accounting.
14
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR
MADE MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SHARES OFFERED BY THIS PROSPECTUS OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCE CREATE ANY IMPLICATION THAT THERE HAVE BEEN NO CHANGES IN THE
AFFAIRS OF THE ACADEMY SINCE THE DATE HEREOF OR THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THIS DATE.
-------------
TABLE OF CONTENTS
PAGE
Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Information
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
506,665 SHARES
CALIFORNIA
CULINARY ACADEMY, INC.
COMMON STOCK
----------------
PROSPECTUS
----------------
_____________, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered are estimated to be as follows:
SEC registration fee . . . . . . . . . . $ 1,325
Accounting fees and expenses . . . . . . 6,000 *
Legal fees and expenses . . . . . . . . . 30,000 *
Printing and related expenses . . . . . . 4,000
Blue sky legal fees and expenses . . . . 1,000 *
Miscellaneous expenses . . . . . . . . . 1,000 *
----------
Total . . . . . . . . . . . . . . . $43,325 *
----------
----------
- --------------
* Estimated expenses
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the General Corporation Law of California (the
"Corporations Code"), the Academy's Articles of Incorporation eliminate, to the
fullest extent permitted under California law, the personal liability of a
director to the Academy for monetary damages in an action brought by or in the
right of the Academy for breach of a directors' duties to the Academy and its
shareholders. Under current California law, liability is not eliminated for (i)
acts or omissions that involve intentional misconduct or a knowing and culpable
violation of law; (ii) acts or omissions that a director believed to be contrary
to the best interest of the corporation or its shareholders or that involve the
absence of good faith on the part of the director; (iii) any transaction from
which a director derived an improper personal benefit; (iv) acts or omissions
that show a reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of serious injury to the corporation or its shareholders; (v) acts or omissions
that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders; (vi)
contracts or other transaction between corporations and directors having
interrelated directors in violation of Section 310 of the Corporations Code; and
(vii) distributions, loans or guarantees made in violation of Section 316 of the
Corporations Code.
In addition, the Academy's Articles of Incorporation and Bylaws provide for
indemnification, to the fullest extent permitted under the Corporations Code, of
directors, officers and agents of the Academy and persons who serve at the
request of the Academy as a director,
II-1
<PAGE>
officer, employee, trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
The Academy has also entered into indemnification agreements with its
directors and executive officers, as permitted under the Bylaws. The
indemnification agreements provide that the directors and executive officers
will be indemnified to the fullest extent permitted by applicable law against
all expenses (including attorneys' fees), judgments, fines and amounts
reasonably paid or incurred by them for settlement in any threatened, pending or
completed action, suit or proceeding, including any derivative action, on
account of their services as a director or executive officer of the Academy of
any subsidiary of the Academy or of any other company or enterprise in which
they are serving at the request of the Academy. No indemnification will be
provided under the indemnification agreements, however, to any director or
executive officer in certain limited circumstances, including knowingly
fraudulent, deliberately dishonest or willful misconduct.
Insofar as indemnification for liabilities under the Securities Act of
1933, as amended (the "Act") may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
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.
II-2
<PAGE>
Item 16. EXHIBITS
4.1 Form of specimen Common Stock certificate(1)
5.1 Opinion of Grover T. Wickersham, P.C. re legality
23.1 Consent of Deloitte & Touche LLP, independent public accountants (see
page II-8 of Amendment No. 1 to the Registration Statement)
23.2 Consent of Arthur Andersen LLP, independent public accountants
(see page II-9 of Amendment No. 1 to the Registration Statement)
23.3 Consent of Grover T. Wickersham, P.C. (included in Exhibit 5, above)
24.1 Power of Attorney (included on page II-6 of the originally-filed
Registration Statement)
- ----------------
(1) Incorporated by reference to the Registrant's registration statement on
Form S-18 (File No. 33-62720-LA, filed on June 28, 1993.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS
(a) RULE 415 OFFERING
The Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
(ii) 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) 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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on 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 Exchange Act that are incorporated by reference in the registration
statement.
(2) That for purposes of determining any liability under the
Securities Act of 1933, as amended, 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.
(3) 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.
(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934, as amended) that is
incorporated by reference in
II-4
<PAGE>
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.
(c) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (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 Securities
Act and will be governed by the final adjudication of such issue.
///
///
II-5
<PAGE>
SIGNATURES
In accordance with 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-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, California, on March 25, 1997.
CALIFORNIA CULINARY ACADEMY, INC.
By: /s/ Keith H. Keogh
---------------------------------------
Keith H. Keogh
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:
(Principal Executive Officer)
/s/ Theodore G. Crocker Chief Executive Officer March 25, 1997
- ---------------------------- and Chairman of the Board
Theodore G. Crocker
II-6
<PAGE>
(Principal Financial and
Accounting Officer)
/s/ Robert A. Stoffregen Vice President, Finance and
- ---------------------------- Chief Financial Officer March 25, 1997
Robert A. Stoffregen
/s/ W. Bruce C. Bailey Director March 25, 1997
- ----------------------------
W. Bruce C. Bailey
/s/ James D. Cockman
- ---------------------------- Director March 25, 1997
James D. Cockman
/s/ Frederick L. Dame
- ---------------------------- Director March 25, 1997
Frederick L. Dame
/s/ Grover T. Wickersham Director March 25, 1997
- ----------------------------
Grover T. Wickersham
II-7
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of California Culinary Academy, Inc. on Form S-3 of our report
dated August 30, 1996 (except with respect to Note 3 as to which the date is
October 9, 1996), appearing in the Annual Report on Form 10-KSB of California
Culinary Academy, Inc. for the year ended June 30, 1996 and to the references
to us under the headings "Summary Financial Information" and "Experts" in the
Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
San Francisco, California
March 24, 1997
II-8
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Amended Registration Statement on Form S-3
of our report dated August 16, 1995 included in California Culinary Academy,
Inc.'s Form 10-KSB for the year ended June 30, 1995 and to all references to
our Firm included in this Registration Statement. It should be noted that we
have not audited any financial statements of California Culinary Academy,
Inc. subsequent to June 30, 1995, or performed any audit procedures
subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Oakland, California
March 24, 1997
II-9
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------- ---------------------------------------------------------
4.1 Form of specimen Common Stock certificate(1)
5.1 Opinion of Grover T. Wickersham, P.C. re legality
23.1 Consent of Deloitte & Touche LLP, independent public
accountants (see page II-8 of Amendment No. 1 to the
Registration Statement)
23.2 Consent of Arthur Andersen LLP, independent public
accountants (see page II-9 of Amendment No. 1 to the
Registration Statement)
23.3 Consent of Grover T. Wickersham, P.C. (included in Exhibit
5.1, above)
24.1 Power of Attorney (included on page II-6 of the
originally-filed Registration Statement)
- -------------
(1) Incorporated by reference to the Registrant's registration statement on
Form S-18 (File No. 33-62720-LA, filed on June 28, 1993.
<PAGE>
Exhibit 5.1
GROVER T. WICKERSHAM
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
430 CAMBRIDGE AVENUE, SUITE 100
PALO ALTO, CALIFORNIA 94306
GROVER T. WICKERSHAM TELEPHONE: (415) 323-6400
DEBRA K. WEINER FAX: (415) 323-1108
March 25, 1997
California Culinary Academy, Inc.
625 Polk Street
San Francisco, CA 94102
Gentlemen:
We refer to the Registration Statement on Form S-3, SEC File No.
333-17205 (the "Registration Statement") of California Culinary Academy,
Inc., a California corporation (the "Company"), filed with the Securities
and Exchange Commission (the "Commission") covering the registration under
the Securities Act of 1933, as amended (the "Act") of 506,665 shares of
common stock, no par value, of the Company (the "Shares") for resale by
certain selling shareholders of the Company (the "Selling Shareholders").
We have examined the Registration Statement, the Articles of Incorporation
and Bylaws of the Company and such records, certificates and other documents as
we have considered necessary or appropriate for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is duly organized, validly existing and in good
standing under the laws of the State of California; and
2. The Shares issued to the Selling Stockholders or issuable upon
conversion of the outstanding convertible Preferred Stock or upon exercise of
outstanding warrants as described in the Registration Statement are duly
authorized and are (or will be, when issued in accordance with the terms of the
respective instruments) validly issued, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Matters," as counsel who will pass upon the legality of
the Shares for the Company and to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do
<PAGE>
not admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations promulgated thereunder.
This opinion is rendered solely for your benefit and for the benefit of
the purchasers of the Shares being registered on the Registration Statement
in connection with the subject transaction and is not to be otherwise used,
circulated, quoted or referred to without our prior written consent.
Very truly yours,
/s/ Grover T. Wickersham, P.C.
Grover T. Wickersham, P.C.
