As filed with the Securities and Exchange Commission on November __, 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.)
3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
(Address of Principal Executive Offices) (Zip Code)
CLIENT SERVICE AGREEMENT DATED OCTOBER 11, 1996
CONSULTING AGREEMENT WITH CAMBRIA INVESTMENT GROUP, LTD. DATED OCTOBER 15, 1996
(Full title of the plan)
CAROLINE P. ANDERSON
CLASSIC RESTAURANTS INTERNATIONAL, INC.
3500 PARKWAY LANE, SUITE 435
NORCROSS, GEORGIA 30092
(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 _____
1
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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 117,500 $2.875 (1)<F1> $337,812.50 (1)<F1> $102.38
A Common
Stock, no par
value, under
Consulting
Agreements
- ----------------------- ----------------------- ----------------------- ----------------------- ----------------------
Total $337,812.50 $102.38
======================= ======================= ======================= ======================= ======================
<FN>
<F1>
(1) Calculated based on Rule 457(h). Average of the closing bid and asked prices as of November
7, 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, 1996, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended; and
(b) 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, 1996.
(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.
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 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.
3
<PAGE>
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
EXHIBIT CONSECUTIVE
NUMBER EXHIBIT PAGE NUMBER
<S> <C> <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 Client Service Agreement with Continental Capital & Equity ___
Corporation dated October 11, 1996
4.4 Consulting Agreement with Cambria Investment Group, Ltd. ___
5.1 Opinion Regarding Legality ___
23.1 Consent of Stark Tinter & Associates, LLC ___
23.2 Consent of James Moore & Co., P.L. ___
23.3 Consent of Fay M. Matsukage (included in Exhibit 5.1) N/A
</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
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.
4
<PAGE>
(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 Norcross, State of Georgia, on November 8, 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 November 8, 1996
James R. Shaw Date
Executive Vice President,
Secretary (Principal Financial
/s/Caroline P. Anderson Officer) and Director November 8, 1996
Caroline P. Anderson Date
/s/Jerry W. Carter Director November 8, 1996
Jerry W. Carter Date
/s/Daniel Howell Director November 8, 1996
Daniel Howell Date
3:continen.s-8
6
<PAGE>
Exhibit 4.3
Client Service Agreement with Continental Capital & Equity Corporation
dated October 11, 1996
<PAGE>
[LETTERHEAD OF CCEC DOWN LEFT SIDE OF PAGE]
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 11th day of October, 1996 between
CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 2301 Maitland Center
Parkway, Suite 100, Maitland, FL 32751, hereinafter sometimes referred to as
(CCEC) and CLASSICS RESTAURANTS INTERNATIONAL, INC., LOCATED AT 23091 GOVERNORS
LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS GEORGIA 30071, HEREINAFTER
SOMETIMES REFERRED TO AS, (THE "COMPANY").
WITNESSETH:
WHEREAS, CCEC is a public relations and direct marketing advertising firm
specializing in the dissemination of information about publicly traded
companies, and
WHEREAS, the COMPANY intends to become publicly held with its common stock
trading on one or more stock exchanges and/or over the counter or on NASDAQ, and
WHEREAS, the COMPANY desires to publicize itself with the intention of making
its name and business better known to its shareholders, investors, and brokerage
houses, and
WHEREAS, CCEC is willing to accept the COMPANY as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is
agreed:
1. ENGAGEMENT: The COMPANY hereby engages CCEC to publicize the COMPANY
to brokers, prospective investors and shareholders described in Section 2 of
this agreement, and subject to the further provisions of this Agreement. CCEC
hereby accepts the COMPANY as a client and agrees to publicize it as described
in Section 2 of this agreement, but subject to the further provisions of this
Agreement.
2. MARKETING PROGRAM: Consists of the following components:
(A) CCEC will review and analyze all aspects of the COMPANY'S GOALS and
make recommendations on feasibility and achievement of desired goals.
(B) CCEC will review all of the general information and recent filings
from the Company and produce a 200,000 piece direct mail package to include an
11" X 17" self mailer and an ample number of corporate profiles so as to allow
for one profile for each respondent to the original mailing. Profiles will be
prepared in brokerage style format, both items to be approved by the COMPANY
prior to final printing.
(C) CCEC will provide through their network, firms and brokers
interested in participating and schedule and conduct the necessary due diligence
and obtain the required approvals necessary for those firms to participate. CCEC
will also interview and make determinations on any firms or brokers referred by
the COMPANY with regard to their participation.
(D) CCEC will be available to the COMPANY to field any calls from firms
and brokers inquiring about the Company.
(E) CCEC will obtain the COMPANY exposure on national financial radio
programming, and use its best efforts to obtain exposure in independent
PAGE ONE OF FOUR
<PAGE>
financial newsletters, and through on-line fax and Internet broadcast services.
(F) CCEC will promote the COMPANY on the Worldwide Internet via CCEC's
home web site (www.insidewallstreet.com).
(G) CCEC SHALL write, produce and release via BusinessWire up to six
(6) one page news releases upon request and coordination with the COMPANY. Any
and all desired press releases exceeding the maximum of ten (10) one page news
releases will be invoiced to the COMPANY at a cost of $600 per page.
(H) CCEC shall ensure that all written material on or about the COMPANY
shall be formally approved by the COMPANY in writing.
3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue until completion,
which generally is expected to occur within three to four months.
4. COMPENSATION AND EXPENSES: In consideration of the services to be performed
by CCEC, the COMPANY agrees to pay compensation to CCEC as follows:
(A) $50,000, payable in cash upon execution of this Agreement; plus (B)
80,000 free trading shares, payable upon execution of this Agreement;
plus (C) 50,000 restricted shares, payable upon execution of this
Agreement.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The COMPANY represents and
warrants to CCEC, each such representation and warranty being deemed to be
material that:
(A) THE COMPANY will cooperate with CCEC to enable CCEC to perform its
obligations under this Agreement.
(B) The execution and performance of this Agreement by the COMPANY has
been duly authorized by the Board of Directors of the Company in accordance with
applicable law, and, to the extent required, by the requisite number of
shareholders of the Company;
(C) The performance by the COMPANY of this Agreement will not violate
any applicable court decree, law or regulation, nor will it violate any
provisions of the organizational documents of the COMPANY or any contractual
obligation by which the COMPANY may be bound.
(D) The COMPANY will promptly deliver to CCEC a complete due diligence
package to include the latest 10K, latest 10Q, last 6 months of press releases
and all other relevant materials, including but not limited to corporate
reports, brochures, etc.
(E) The COMPANY will promptly deliver to CCEC a list of names and
addresses of all shareholders of the COMPANY which it is aware.
(F) The COMPANY will promptly deliver to CCEC a list of brokers and
market makers of the Company's securities which have been following the COMPANY.
(G) Because CCEC will rely on such information to be supplied it by the
COMPANY, all such information shall be true, accurate, complete and not
misleading, in all respects.
(H) The COMPANY will act diligently and promptly in reviewing materials
submitted to it by CCEC to enhance timely distribution of the materials and will
inform CCEC in writing of any inaccuracies contained therein prior to the
projected publication date.
6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. CCEC MAKES NO REPRESENTATION THAT (A) ITS SER-
PAGE TWO OF FOUR
<PAGE>
VICE WILL RESULT IN ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE
COMPANY'S PUBLICLY TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE
SECURITIES IN THE COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN
OR WITH THE COMPANY.
7. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services
hereunder, its entire liability to the COMPANY shall not exceed the lessor of
the amount of cash compensation CCEC has received from the COMPANY under Section
4 of this agreement. IN NO EVENT WILL CCEC BE LIABLE FOR ANY INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR
ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT.
8. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to
be produced by CCEC in connection with the contract and other services to be
rendered under this Agreement shall be and remain the sole and exclusive
property of CCEC, except that if the COMPANY pays the Compensation, as defined
in Section 4 of this Agreement, it shall be entitled to receive upon written
request, one (1) copy of all such materials.
9. CONFIDENTIALITY: Until such time as the same may become publicly known, CCEC
agrees that any confidential nature will not be revealed or disclosed to any
person or entity, except in the performance of this Agreement, and upon
completion of its services and upon written request of the COMPANY all
materials, original documentation provided by the COMPANY will be returned to
it. CCEC will, however, require Confidentiality Agreements from its own
employees and from contractors CCEC reasonably believes will come in contact
with confidential material.
10. NOTICES: All notices hereunder shall be in writing and addressed to the
party at the address herein set forth, or at such other address as to which
notice pursuant to this section may be given, and shall be given by personal
delivery, by certified mail, express mail or by national overnight courier
services. Notices will be deemed given upon the earlier of actual receipt or
three (3) business days after being mailed or delivered to such courier service.
Notices shall be addressed to CCEC at:
SUITE 100
2301 MAITLAND CENTER PARKWAY
MAITLAND, FL 32751
and to the Company at:
3091 GOVERNORS LAKE DRIVE
BUILDING 100, SUITE 500
NORCROSS, GEORGIA 30071
Any notices to be given hereunder will be effective if executed by and sent by
the attorneys for the parties giving such notice, and in connection therewith
the parties and their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties to the extent
necessary to give such notice.
11. SEPARABILITY: If one or more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent
PAGE THREE OF FOUR
<PAGE>
invalid, illegal, or unenforceable, and provided that such provision is not
essential to the transaction provided for by this Agreement, shall not affect
any other provision hereof, and the Agreement shall be construed as if such
provision had never been contained herein.
12. ARBITRATION: Any controversy or claim arising out of or relating to the
Agent Agreement, or the breach thereof, shall be settled by arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association, and judgement upon the award rendered by the arbitrators(s) may be
entered in any court having jurisdiction thereof.
13. MISCELLANEOUS:
(A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date
CCEC is prepared to distribute letters and/or brochures pursuant to the
contract.
(B) GOVERNING LAW: This Agreement shall be governed by and interpreted
under the laws of the State of Florida where CCEC has been organized and this
Agreement has been accepted by CCEC:
(C) CURRENCY: In all instances, references to dollars shall be deemed
to be United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original.
Executed as a sealed instrument as of the last day and year shown hereunder.
CONFIRMED AND AGREED ON THE 28th DAY OF OCTOBER, 1996.
CONTINENTAL CAPITAL & EQUITY CORPORATION
By:/s/Dodi B. Zirkle /s/John R. Manion
CCEC Representative CCEC Officer
/s/Lisa Manion /s/Lisa Manion
Witness Witness
CONFIRMED AND AGREED ON THE ______ DAY OF OCTOBER, 1996
CLASSICS RESTAURANTS INTERNATIONAL, INC.
By: /s/James R. Shaw /s/Caroline P. Anderson
Duly Authorized Witness
PAGE FOUR OF FOUR
<PAGE>
[Continental Capital Letterhead and Address Down Left Side of Page]
October 14, 1996
Mr. Bob Shaw
CLASSICS RESTAURANTS INTERNATIONAL, INC.
23091 Governors Lake Drive
Building 100, Suite 500
Norcross, Georgia 30071
RE: ADDENDUM TO CLIENT SERVICE AGREEMENT
Dear Mr. Shaw:
This letter shall serve as a formal Addendum to the Client Service Agreement
(CSA), dated October 11, 1996, between CONTINENTAL CAPITAL & EQUITY CORPORATION
(CCEC) AND CLASSICS RESTAURANT INTERNATIONAL, INC. (COMPANY) whereas
Compensation and Expenses, as defined in Section 4 of the CSA, is amended as
follows:
COMPENSATION AND EXPENSES: In consideration of the services to be performed by
CCEC, the Company agrees to pay compensation to CCEC as follows:
(A) $50,000, payable in cash upon execution of this Agreement; plus
(B) 80,000 free trading shares, payable upon execution of this
Agreement; plus
(C) 50,000 restricted shares, payable upon execution of this Agreement.
It is further agreed that all compensation collected, inclusive of cash and
liquidated free trading shares, in excess of $250,000 shall be credited towards
payment of future CCEC services and/or as defined by the Company and agreed to
by CCEC.
If this is also your understanding, please so indicate in the space provided
below.
Best Regards,
CONTINENTAL CAPITAL & EQUITY CORPORATION
/s/John R. Manion
John R. Manion
President
Agreed to and Accepted this 15th day of October, 1996.
/s/Bob Shaw
BOB SHAW, CLASSICS RESTAURANT INTERNATIONAL, INC.
*contingent upon Classic Restaurants Int'l Inc. receiving $500,000 Private
Placement
<PAGE>
Exhibit 4.4
Consulting Agreement with Cambria Investment Group, Ltd.
<PAGE>
AGREEMENT
This Agreement ("Agreement") is entered as of this 15th day of October,
1996 between Cambria Investment Group, Ltd. ("Consultant") and Classic
Restaurants International, Inc., a Colorado corporation ("Company").
RECITALS
WHEREAS, Company desires to and is willing to engage certain
Consultant's services upon the terms and conditions herein contained; and
WHEREAS, Consultant is willing to be engaged and retained by Company in
a capacity and upon said terms and conditions.
NOW THEREFORE, in consideration of the foregoing recitals, the parties
hereto agree as follows:
SECTION 1. CONSULTANT SERVICES. SCOPE OF POWERS. Company hereby engages
Consultant to perform certain advisory corporate services, which services shall
not be in connection with any capital raising activities (the "Services").
Consultant is not obligated to a specific amount of time to the above-described
activities, but agrees to devote such time and effort as may be required by the
Company. Consultant does not guarantee the results of its services, but agrees
to devote such time and effort as may be required to obtain the best results
from its services satisfactory to Company. The powers granted to Consultant
under this Agreement are always subject to and conditioned upon Consultant's
responsibilities and representations under this Agreement.
SECTION 2. COMPENSATION. In exchange for its services as the Consultant
with respect to, Consultant shall receive compensation equal to 37,500 shares of
Class A common stock of the Company. Such shares shall be registered by the
Company on the registration statement on Form S-8, no later than 10 days from
the date of this Agreement. In addition, Company will be responsible for costs
and expenses incurred by Consultant, subject to prior approval of Company.
SECTION 3. RELATIONSHIP OF PARTIES. This Agreement shall not constitute
an employer-employee. This Agreement shall be construed to create the
relationship of principal and agent between the parties hereto. It is the
intention of each party that Consultant shall be an exclusive Consultant and not
an employee or successor of Company. The manner and means utilized by
Consultant, and the scope of authority granted to Consultant in performance of
Services hereunder shall be subject to the express provisions herein and express
authority and powers granted to Consultant by Company subject to such
provisions.
SECTION 4. TERM. The term of this Agreement shall commence as of the
date set forth in Section 2 and shall remain in effect for a period of two (2)
months, subject to 2 days' cancellation by either party.
SECTION 5. DISCLOSURE OF INFORMATION. Consultant agrees not at any time
(during or after the term of this Agreement) to disclose or use, except in
rendering the Services, any Proprietary Information of Company. For purposes of
this Agreement the phrase "Proprietary Information" means all information which
is known or intended to be known only to Company or Consultant, except in
pursuit of the Services, any document, record or other information of Company or
others in a confidential relationship with Company or any affiliate of Company,
and relates to specific business matters such as patents, patent applications,
trade secrets, secret processes, proprietary know-how, if any, or information
relating to Company's business. Consultant recognizes that all such documents,
records or other information, whether developed by Consultant or by someone else
for Company, or of any affiliate of Company, are the exclusive property of
<PAGE>
Company.
SECTION 6. EXCLUSIVITY. Company agrees that for the term of this
Agreement and for any renewal thereof, it shall not contract with any other
entity for the same or similar services.
SECTION 7. MISCELLANEOUS. This Agreement shall inure to the benefit of
the successors and assigns of the parties hereto. Except where the laws of
another jurisdiction are mandatorily applicable, this Agreement and the legal
relations among the parties hereto shall be governed by, and construed in
accordance with, the laws of the State of California, except provisions relating
to conflicts of laws. In case of any conflict arising out of the interpretation
of this Agreement, the parties hereby consent to binding arbitration by a
mutually agreed neutral third party, or if such a party is not agreed to,
according to the rules of the American Arbitration Association. In any
proceeding arising out of such conflict, the prevailing party shall be entitled,
in addition to other damages sought, attorneys' fees, including attorneys' fees
expanded in the collection of any judgment. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
agreement. No purported waiver by any party of any default by any other party of
any term, covenant or condition contained herein shall be deemed to be a waiver
of such term, covenant or condition unless the waiver is in writing and signed
by the waiving party. No such waiver shall in any event be deemed a waiver of
any subsequent default under the same or any other term, covenant or condition
contained herein. This Agreement, together with any certificate, exhibit or
other document given or delivered pursuant hereto, sets forth the entire
understanding among the parties concerning the subject matter of this Agreement
and incorporates all prior negotiations and understandings. If any term,
covenant or condition in this Agreement or the application thereof to any person
or circumstance shall be invalid or unenforceable, the remainder of this
Agreement or the application of such term, covenant or condition to person or
circumstances, other than those as to which it is held invalid, shall remain
unaffected thereby and each term, covenant or condition of this Agreement shall
be valid and enforced to the fullest extent permitted by law. This Agreement is
to be deemed to have been prepared jointly by the parties hereto and any
uncertainty or ambiguity existing herein, if any, shall not be interpreted
against any party, but shall be interpreted according to the application of the
rules of interpretation for arm's length agreements.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered in its name and on its behalf, all
as of the date and year first above written.
CLASSIC RESTAURANTS INTERNATIONAL, INC. CAMBRIA INVESTMENT GROUP, LTD.
/s/James R. Shaw /s/Iwona J. Alami
Authorized Officer Authorized Officer
2
<PAGE>
Exhibit 5.1
Opinion Regarding Legality
<PAGE>
November 8, 1996
Classic Restaurants International, Inc.
3500 Parkway Lane, Suite 435
Norcross, Georgia 30092
Ladies and 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 80,000 shares of Class A Common Stock, issuable pursuant to the
terms of a Client Service Agreement dated October 11, 1996, between the Company
and Continental Capital & Equity Corporation, and 37,500 shares of Class A
Common Stock, issuable pursuant to the terms of an Agreement dated October 15,
1996, between the Company and Cambria Investment Group, Ltd.
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
November 8, 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.
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
3:ccec-opn.s-8
<PAGE>
Exhibit 23.1
Consent of Stark Tinter & Associates, LLC
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Classic Restaurants International, Inc. of our report
dated August 28, 1996, relating to the financial statements of Classic
Restaurants International, Inc as of June 30, 1996.
/s/Stark Tinter & Associates, LLC
Stark Tinter & Associates, LLC
Certified Public Accountants
October 31, 1996
Denver, Colorado
<PAGE>
Exhibit 23.2
Consent of James Moore & Co., P.L.
<PAGE>
[Letterhead of James Moore & Co.]
CONSENT OF INDEPENDENT ACCOUNTANTS
Classic Restaurants International, Inc.
We hereby consent to the incorporation by reference on the Registration
Statement on Form S-8 of our report dated March 20, 1996, on the financial
statements of Classic Restaurants International, Inc. for the year ended
December 31, 1995, included in the Form 10KSB of Classic Restaurants
International, Inc. for the fiscal year ended June 30, 1996.
/s/James Moore & Co.
Gainesville, Florida
November 4, 1996
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