As filed with the Securities and Exchange Commission on July 18, 1996
Registration No. ____________
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1122431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS, GEORGIA 30071
(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENT DATED MAY 30, 1996
CONSULTING AGREEMENT DATED JULY 1, 1996
(Full title of the plan)
CAROLINE P. ANDERSON
CLASSIC RESTAURANTS INTERNATIONAL, INC.
3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500
NORCROSS, GEORGIA 30071
(Name and address of agent for service)
(770) 729-9010
(Telephone number, including area code, of agent for service)
COPIES TO:
LAW OFFICES OF FAY M. MATSUKAGE
STANFORD PLACE 3, SUITE 201
4582 SOUTH ULSTER STREET PARKWAY
DENVER, COLORADO 80237
(303) 721-9495
Exhibit index on consecutive page _____ Consecutive page 1 of _____
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFER- AGGREGATE OFFER- AMOUNT OF
TO BE REGISTERED REGISTERED ING PRICE PER UNIT ING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of Class 200,000 $5.19 (1) <F1> $1,037,500 (1) <F1> $357.76
A Common
Stock, no par
value, under
Consulting
Agreements
- ------------------------------------------------------------------------------------------------------------------------
Options to 300,000 $5.19 (1) <F1> $1,556,250 (1) <F1> $536.64
purchase Class A
Common Stock
- ------------------------------------------------------------------------------------------------------------------------
Shares of Class 300,000 $0.10 $30,000 $10.34
A Common
Stock issuable
upon exercise of
Options
- ------------------------------------------------------------------------------------------------------------------------
Total $2,623,750 $904.74
========================================================================================================================
<FN>
<F1>
(1) Calculated based on Rule 457(h). Average of the closing bid and asked prices as of July 11, 1996.
</FN>
</TABLE>
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended; and
(b) Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended September 30, 1995, December 31, 1995, and
March 31, 1996, and all other reports, if any, filed by the
Registrant pursuant to Section 13(a) of the Securities
Exchange Act of 1934 since the end of the fiscal year ended
June 30, 1995.
(c) The description of Registrant's Class A Common Stock contained
in the Registration Statement on Form 8-A filed with the
Commission on April 29, 1996 under Section 12 of the
Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Class A Common Stock to be offered is registered under Section 12
of the Securities Exchange Act of 1934.
The Registrant sets forth a description of the options to be offered:
The Registrant has authorized the issuance of options to purchase an
aggregate of up to 300,000 shares of its Class A Common Stock and has reserved
an equivalent number of shares of Class A Common Stock for issuance upon
exercise of such options. Each option entitles the holder thereof to purchase
one share of Class A Common Stock at a price of $0.10. The right to exercise
100,000 options will commence upon issuance and will terminate at the close of
business on June 30, 1997. The right to exercise the remaining 200,000 options
will commence on August 31, 1996 and will terminate at the close of business on
August 31, 1997. The options are subject to anti-dilutive rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Colorado corporate law, Article VII of the Registrant's Articles of
Incorporation, as amended, and Article XI of the Registrant's Bylaws permit the
Registrant to indemnify any director, officer, former
3
<PAGE>
director or officer, and certain other persons against expenses in defense of a
suit to which they are parties by reason of such office, unless they are
adjudged in such suit negligent or guilty of misconduct in the performance of
their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT CONSECUTIVE
NUMBER EXHIBIT PAGE NUMBER
<S> <C> <C>
4.1 Articles of Incorporation, as amended (filed as an exhibit to the N/A
Registrant's Registration Statement on Form 8-A, and
incorporated herein by reference)
4.2 Bylaws (filed as an exhibit to the Registrant's Registration N/A
Statement on Form 8-A, and incorporated herein by reference)
4.3 Consulting Agreement with Diversified Corporate Consulting ___
Group, LLC dated May 30, 1996
4.4 Consulting Agreement with Search Group Capital, Inc. dated ___
July 1, 1996
5.1 Opinion Regarding Legality ___
23.1 Consent of BDO Seidman (1)<F1> N/A
23.2 Consent of Fay M. Matsukage (included in Exhibit 5.1) N/A
<FN>
<F1>
(1) Application has been made under Rule 437 to waive this consent.
</FN>
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To 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) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
4
<PAGE>
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (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) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clearwater, State of Florida, on July 15,1996.
CLASSIC RESTAURANTS INTERNATIONAL, INC.
By:/S/ CAROLINE P. ANDERSON
Caroline P. Anderson
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
President and Treasurer (Prin-
cipal Executive Officer) and
/s/ James R. Shaw Director July 15, 1996
- ------------------------------ --------------
James R. Shaw Date
Executive Vice President,
Secretary (Principal Financial
/s/ Caroline P. Anderson Officer) and Director July 15, 1996
- ------------------------------ --------------
Caroline P. Anderson
/s/ Jerry W. Carter Director July 15, 1996
- ------------------------------ --------------
Jerry W. Carter Date
/s/ Daniel Howell Director July 15, 1996
- ------------------------------ --------------
Daniel Howell Date
1:forms-8
6
<PAGE>
[Diversified Corporate Consulting Group, LLC Letterhead]
May 30, 1996
Mr. James R. Shaw
PRESIDENT
CLASSIC RESTAURANTS, INC.
3091 Governors Lake Drive, Building 100, Suite 500
Norcross, Georgia 30071
By Facsimile Transmission to 1-770-729-8330
Re: PROFESSIONAL ENGAGEMENT
Dear Mr. Shaw:
This letter confirms the terms pursuant to which we have been engaged
by Classic Restaurants, Inc., a Florida corporation (the "Company"), to provide
the following services:
DIVERSIFIED CORPORATE CONSULTING GROUP, LLC'S RESPONSIBILITIES
1. Recruit and retain at least five market makers for the Company's common
stock.
2. Recruit and supervise a financial public relations firm acceptable to
the Company's
- --------------------------------------------------------------------------------
[Services offered by Diversified Corporate Consulting Group, LLC]
<PAGE>
Mr. James R. Shaw
May 30, 1996
Page 2
Board of Directors, to assist the Company to disseminate information
required in order to permit its securities to realize their proper
trading value.
3. Use our best efforts to introduce the Company to at least two
journalistic publications in multiple media, and to encourage such
publications to feature the Company's progress in communications to
subscribers.
4. (a) Assist the Company to raise required debt or equity capital
through introductions to investment banking firms and
individual investors, when and if necessary; and
(b) Assist the Company to list its securities, if eligible, for
trading on either one or more national securities exchanges or
on the NASDAQ inter dealer quotation system.
5. Use best efforts to induce retail securities brokerage firms to
consider the Company's securities as appropriate investments for their
retail clients.
6. Assist the Company to effect corporate restructuring designed to
maximize its operational efficiency, initiate an acquisitions program,
and develop programs to assure compliance with applicable securities
laws, with initial legal services to be provided through your legal
counsel.
7. If required, train Company personnel and consultants in proper
procedures for regulatory compliance and to effect its various
strategic and tactical plans.
8. Assist the Company to locate and implement computer programs designed
to perform a major portion of the preparation of periodic reports and
proxy materials required by the Securities Exchange Act of 1934, as
amended.
9. Develop programs to assist the Company to comply with the electronic
filing requirements of Securities and Exchange Commission Regulation
ST.
TERMS OF ENGAGEMENT
1. Except as described below with reference to the services described
above (which are to be completed within 6 months after the date of this
engagement letter), we will bill at our standard hourly rates for all
work as to which a prior written arrangement with different terms has
not been entered into. Any documents prepared by us on existing
- --------------------------------------------------------------------------------
Diversified Corporate Consulting Group, LLC
<PAGE>
Mr. James R. Shaw
May 30, 1996
Page 3
forms will be subject to a $50 per page initial licensing fee augmented
by the time spent in personalizing the subject form.
2. NOTWITHSTANDING THE FOREGOING, during the initial 185 days of our
representation, we will accept and you will pay to us:
(a) A non-accountable, non-refundable engagement fee of $10,000;
(b) 100,000 shares of the Company's common stock to be registered
on Securities and Exchange Commission Form S-8, and issued to
Diversified Corporate Consulting Group, LLC, on or before June
28, 1996; and
(c) Options to purchase 300,000 shares of the Company's common
stock, both options and the underlying common stock to be
registered on Securities and Exchange Commission Form S-8 on
or before June 28, 1996, and exercisable as follows:
(1) The exercise price shall be the nominal sum of $0.10
per share;
(2) The options shall be exercisable as to 100,000 shares
for a period of one year, starting on June 30, 1996;
and as to the remaining 200,000 shares, for a period
of one year commencing on August 31, 1996; and
(3) The options shall be subject to anti-dilutive rights.
The foregoing compensation shall be in lieu of document licensing fees
and of required cash payments for up to an aggregate of 130 hours of our hourly
and licensing fees.
3. Unless requested by you to the contrary, work will be performed by the
person with the lowest billing rate and requisite knowledge and
experience.
4. All work requiring legal review will be submitted for approval by you
to your legal counsel prior to its use, or, in the alternative, we will
engage legal counsel to conduct such review on your behalf. In the
latter case, our general counsel will review legal matters pertaining
to states in which it is licensed to practice law and matters
pertaining to other states will be referred to attorneys licensed in
such other states. Payment of all balances due such unrelated attorneys
will be your responsibility, notwithstanding our collection function.
- --------------------------------------------------------------------------------
Diversified Corporate Consulting Group, LLC
<PAGE>
Mr. James R. Shaw
May 30, 1996
Page 4
5. In addition to our hourly fees, you will be responsible for payment of
all costs and disbursements associated with our services. All
statements will be paid within 10 days after receipt. In the event
additional time is required, the Firm will have the option of selling
the account receivable and you agree to pay interest thereon at the
monthly rate of 1%. In the event collection activities are required,
you agree to pay all of our out of pocket costs associated therewith.
There will be no change or waiver of the provisions contained herein,
unless such change is in writing and signed by you and the Firm.
6. Diversified Corporate Consulting Group, LLC, shall have a right of
first refusal to arrange all financing for the Company and its
affiliates (whether debt or equity, foreign or domestic), during the
initial 12 months of this engagement and shall be kept apprised of all
capital raising activities by the Company, whether on a debt or equity
basis.
7. (a) The Company shall supply Diversified Corporate Consulting
Group, LLC, on a regular and timely basis with all approved
data and information about the Company, its management, its
products, and its operations and the Company shall be
responsible for advising Diversified Corporate Consulting
Group, LLC of any fact which would affect the accuracy of any
prior data and information supplied to Diversified Corporate
Consulting Group, LLC.
(b) The Company shall use its best efforts to promptly supply
Diversified Corporate Consulting Group, LLC with full and
complete copies of all filings with all federal and state
securities agencies; with full and complete copies of all
shareholder reports and communications whether or not prepared
with Diversified Corporate Consulting Group, LLC's assistance,
with all data and information supplied to any analyst,
broker-dealer, market maker, or other member of the financial
community; and with all product/services brochures, sales
materials, ETC.
(c) The Company shall promptly notify Diversified Corporate
Consulting Group, LLC of the filing of any registration
statement for the sale of securities and/or of any other event
which triggers any restrictions on publicity.
(d) The Company shall notify Diversified Corporate Consulting
Group, LLC if any information or data supplied by the Company
to Diversified Corporate Consulting Group, LLC has not been
released or promulgated to the public.
(e) The Company shall be deemed to make a continuing
representation of the accuracy of any and all material facts
material, information, and data which it supplies to
Diversified Corporate Consulting Group, LLC and the Company
acknowledges its awareness that Diversified Corporate
Consulting Group, LLC.
- --------------------------------------------------------------------------------
Diversified Corporate Consulting Group, LLC
<PAGE>
Mr. James R. Shaw
May 30, 1996
Page 5
will rely on such continuing representation in disseminating
such information and otherwise performing its functions under
this engagement letter.
(f) Diversified Corporate Consulting Group, LLC, in the absence of
notice in writing from the Company, may rely on the continuing
accuracy of material, information and data supplied by the
Company.
8. Final drafts of any matters prepared by us will be reviewed by you and,
if legally required, by legal your counsel, to assure that:
(a) All required information has been provided;
(b) All materials are presented accurately; and,
(c) That no materials required to render information provided "not
misleading" are omitted.
Only after such review and approval by you and, if required, your legal
counsel, will any documents be filed with regulatory agencies or
provided to third parties. Financial data will be reviewed by
competent, independent, certified public accountants to be separately
retained by you. If required by you, we will assist in selection and
supervision of such attorneys and accountants. Such accountants will be
required to review and approve all financially related filings, prior
to submission to the appropriate regulatory authorities.
9. In the event our services are provided for the benefit of juridical
entities other than the Company, no materials for which we are
responsible will be submitted to third parties until they have been
reviewed and approved as to form and content by all executive officers,
directors, partners, joint venturers or persons performing similar
roles for the subject juridical entity. The filing of materials
prepared by us with any governmental agency or provision of copies
thereof to other persons shall be deemed presumptive evidence that our
materials have been reviewed and approved as heretofore described.
DUE DILIGENCE MATERIALS
We will upon receipt of a signed copy of this engagement letter,
provide you with the following materials:
1. Officers and Directors Questionnaires to be completed by all officers,
directors and
- --------------------------------------------------------------------------------
Diversified Corporate Consulting Group, LLC
<PAGE>
Mr. James R. Shaw
May 30, 1996
Page 6
principal consultants to entities for which we perform services at your
request, and then returned to us;
2. A Company Questionnaire to be completed by a knowledgeable person or
persons designated by entities for which we perform services at
your request and then returned to us;
3. A memorandum prepared by us acquainting you with the requirements of
Securities and Exchange Commission Regulation S-B, which governs the
bulk of required Securities and Exchange Commission disclosure, both in
conjunction with fund raising activities and with periodic reporting
obligations.
* * *
In the event that you desire different arrangements, either in general
or for specific projects, we will be glad to consider your proposals; however,
all contrary arrangements must be memorialized in a written instrument signed by
this firm. Please sign a copy of this transmission and return it to us by
facsimile transmission to (352) 245-5913. Please also complete and return the
enclosed client data sheet.
We look forward to a pleasant and mutually profitable relationship.
Very truly yours,
DIVERSIFIED CORPORATE CONSULTING GROUP, LLC
/s/ William A. Calvo, III
William A. Calvo, III
MANAGING MEMBER
THE FOREGOING IS HEREBY ACCEPTED, AS OF THE DATE FIRST ABOVE WRITTEN.
/s/ James R. Shaw
Mr. James R. Shaw
PRESIDENT
CLASSIC RESTAURANTS, INC.
- --------------------------------------------------------------------------------
Diversified Corporate Consulting Group, LLC
<PAGE>
[Letterhead of Search Group Capital, Inc.]
James Robert Shaw 07/01/96
Classic Restaurants International, Inc.
3091 Governors Lake Dr.
Bldg. #100, Suite 500
Norcross, GA 30071
Dear Mr. Shaw,
It was a pleasure visiting with you recently. Please find enclosed our
proposal for an Investor Relations Consulting Agreement:
INVESTOR RELATIONS CONSULTING AGREEMENT:
Terms and conditions for our initial 1-year contract:
Services will begin upon receipt of initial shares.
In consideration for the above mentioned covenants, Search Group Capital, Inc.
will:
#1) Advise the Company on how to broaden its shareholder base and how to
properly present the Classic Restaurants International, Inc.
story via a corporate biography.
#2) Search Group will advise the Company on how to increase and
enhance shareholder value.
#3) Search Group Capital, Inc. will advise the Company on how to
significantly increase average daily trading volume.
#4) Search Group Capital, Inc. will advise Classic Restaurants
International on how to increase its market making base.
- --------------------------------------------------------------------------------
[Address of Search Group Capital, Inc.]
"Exhibit A"
<PAGE>
[Letterhead of Search Group Capital, Inc.]
#5) Search Group Capital, Inc. will advise and consult management on
the form and content and will handle of all news announcements to
the major news services and the financial community.
#6) Search Group Capital, Inc. will advise and consult the Company on
any acquisitions and/or strategic alliances during the life of the
contract.
Monthly expenses: Classic Restaurants International, Inc., will be
responsible for reimbursement of all out of pocket expenses incurred by Search
Group Capital, Inc., in connection with its performance under this contract,
including postage, copying, direct mail costs, travel, entertainment, long
distance telephone expense. Any out of pocket expense in excess of $500 will
be paid per prior verbal approval by Classic Restaurants International, Inc.
CLASSIC RESTAURANTS INTERNATIONAL, INC. will immediately issue MICHAEL DION,
an employee of Search Group Capital, Inc. 100,000 free trading consulting
shares under an S-8 filing.
If after 1-year, both parties mutually agree, a new 1-year contract will be
negotiated.
Signed, Signed,
/S/ MICHAEL DION /S/ JAMES ROBERT SHAW
Michael Dion James Robert Shaw
Search Group Capital, Inc. Classic Restaurants International, Inc.
Vice President Chief Exec. Officer
Date: 7-1-96 Date: 7/1/96
[Address of Search Group Capital, Inc.]
<PAGE>
July 17, 1996
Classic Restaurants International, Inc.
3091 Governors Lake Drive
Building 100, Suite 500
Norcross, Georgia 30071
Gentlemen:
You have requested my opinion as special counsel for Classic
Restaurants International, Inc., a Colorado corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as amended,
and the Rules and Regulations promulgated thereunder, and the issuance by the
Company of up to 200,000 shares of Class A Common Stock, 300,000 options, and
300,000 shares of Class A Common Stock issuable upon exercise of such options,
all issuable pursuant to the terms of a Consulting Agreement dated May 30, 1996,
between the Company and Diversified Corporate Consulting Group, LLC, and a
Consulting Agreement dated July 1, 1996, between the Company and Search Group
Capital, Inc. (the "Agreements").
I have examined the Company's Registration Statement on Form S-8 in the
form to be filed with the Securities and Exchange Commission on or about July
18, 1996 (the "Registration Statement"). I further have examined the Articles of
Incorporation, as amended, of the Company as certified by the Secretary of State
of the State of Colorado, the Bylaws, and the minute books of the Company as a
basis for the opinion hereafter expressed.
Based on the foregoing examination, I am of the opinion that, upon
issuance in the manner described in the Registration Statement, the shares of
Class A Common Stock covered by the Registration Statement will be legally
issued, fully paid and nonassessable shares of the capital stock of the Company
and the options covered by the Registration Statement will constitute the legal,
valid, and binding obligations of the Company. Further, the shares of Class A
Common Stock of the Company to be issued upon exercise of the options are
validly authorized, and when the options are exercised in accordance with their
terms, the shares of Class A Common Stock so issuable will be validly issued,
fully paid, and nonassessable shares of the capital stock of the Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Fay M. Matsukage
Fay M. Matsukage
1:opinion.s-8
<PAGE>
