FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1122431
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3091 GOVERNORS LAKE DRIVE, BLDG. 100, SUITE 500, NORCROSS, GA 30071
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE NONE
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK
(Title of class)
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ITEM 2. EXHIBITS.
1. Articles of Incorporation, as amended.
2. Bylaws, as amended. (FILED PREVIOUSLY)
3. Specimen Class A Common Stock Certificate (FILED PREVIOUSLY)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
(Registrant) Classic Restaurants International, Inc.
Date: 6/20/96________________________
By: /s/Caroline P. Anderson________
Caroline Anderson
Director and Executive Vice President
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EXHIBIT 1
Articles of Incorporation, as amended
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[Stamps and notations from the Colorado Secretary of State's Office]
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
[Colorado Secretary of
State file stamp]
OF
REGIONAL EQUITIES CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That these Amended and Restated Articles of Incorporation, which
supersede the original Articles of Incorporation, were adopted by the vote of a
number of shares of Regional Equities Corporation sufficient for approval on
January 5, 1990.
ARTICLE I
NAME
The name of the corporation shall be:
Regional Equities Corporation
ARTICLE II
CAPITAL
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 2,100,000,000 shares, of which
100,000,000 shares shall be shares of Preferred Stock, no par value per share
and 2,000,000,000 shares shall be shares of Common Stock, no par value per
share.
(a) PREFERRED STOCK. The designations and the powers, preferences and
rights, and the qualifications, limitations or restrictions of the Preferred
Stock, the establishment of different series of Preferred Stock, and variations
in the relative rights and preferences as between different series shall be
established in accordance with the Colorado Corporation Code by the Board of
Directors.
Except for such voting powers with respect to the election of directors
or other matters as may be stated in the resolutions of the Board of Directors
creating any series of Preferred Stock, the holders of any such series shall
have no voting power whatsoever.
(b) COMMON STOCK. The holders of Common Stock shall have and possess
all rights as shareholders of the corporation, including such rights as may be
granted elsewhere by these Articles of Incorporation, except as such rights may
be limited by the preferences, privileges and voting powers, and the
restrictions and limitations of the Preferred Stock.
Subject to preferential dividend rights, if any, of the holders of
Preferred Stock, dividends upon the Common Stock may be
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declared by the Board of Directors and paid out of any funds legally available
therefor at such times and in such amounts as the Board of Directors shall
determine.
The capital stock, after the amount of the subscription price has been
paid in, shall not be subject to assessment to pay the debts of the corporation.
Any stock of the corporation may be issued for money, property,
services rendered, labor done, cash advances for the corporation, or for any
other assets of value in accordance with the action of the Board of Directors,
whose judgment as to value received in return therefor shall be conclusive and
said stock, when issued, shall be fully paid and nonassessable.
ARTICLE III
NO PREEMPTIVE RIGHTS
A shareholder of the corporation shall not be entitled to a preemptive
right to purchase, subscribe for, or otherwise acquire any unissued or treasury
shares of stock of the corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued or treasury shares, or any
shares, bonds, notes, debentures, or other securities convertible into or
carrying options or warrants to purchase, subscribe for or otherwise acquire any
such unissued or treasury shares.
ARTICLE IV
CUMULATIVE VOTING
A shareholder of the corporation shall not be entitled to cumulative
voting.
ARTICLE V
REGISTERED OFFICE AND AGENT
The initial registered office of the corporation shall be at 5290 DTC
Parkway, Suite 150, Englewood, Colorado 80111, and the name of the initial
registered agent at such address is Larry D. Harvey. Either the registered
office or the registered agent may be changed in the manner provided by law.
Part of all of the business of said corporation may be carried on in
the State of Colorado or beyond the limits of the State of Colorado, in other
states or territories of the United States and in foreign countries.
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ARTICLE VI
BOARD OF DIRECTORS
The business and affairs of this Corporation shall be managed by a
Board of Directors which shall have all authority granted to it by the Colorado
Corporation Code. The number of directors may from time to time be increased or
decreased in such manner as shall be provided by the Bylaws of this corporation.
So long as the number of directors shall be less than three, no shares of this
corporation may be issued and held of record by more shareholders than there are
directors. Any shares issued in violation of this paragraph shall be null and
void. In the event there are less than three directors, this provision shall
also constitute a restriction on the transfer of shares.
The initial board of directors of the corporation shall consist of
three directors, and the names and addresses of the persons who shall serve as
directors until the first annual meeting of shareholders or until their
successors are elected and shall qualify are:
M. James Herbic 1210 South Parker Road, Suite 200
Denver, Colorado 80231
James A Hesman 1210 South Parker Road, Suite 200
Denver, Colorado 80231
Larry D. Harvey 5290 DTC Parkway, Suite 150
Englewood, Colorado 80111
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify any person who is or was a director to
the maximum extent provided by statute.
The corporation shall indemnify any person who is or was an officer,
employee or agent of the corporation who is not a director to the maximum extent
provided by law, or to a greater extent if consistent with law and if provided
by resolution of the corporation's shareholders or directors, or in a contract.
The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent of the
corporation and who while a director, officer, employee, fiduciary or agent of
the corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, fiduciary or agent of any other
foreign or domestic corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan against any liability asserted
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against or incurred by him in any such capacity or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under provisions of the statute.
ARTICLE VIII
LIMITATION OF DIRECTOR LIABILITY
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or to its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for acts specified under Section 7-5-114 of the Colorado
Corporation Code or any amended or successor provision thereof, or (iv) for any
transaction from which the directors derived an improper personal benefit. If
the Colorado Corporation Code is amended after this Article is adopted to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Colorado
Corporation Code, as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
ARTICLE IX
CORPORATE OPPORTUNITIES
The officers, directors and other members of management of this
corporation shall be subject to the doctrine of corporate opportunities only
insofar as it applies to business opportunities in which this corporation has
expressed an interest as determined from time to time by the corporation's Board
of Directors as evidenced by resolutions appearing in the corporation's minutes.
When such areas of interest are delineated, all such business opportunities
within such areas of interest which come to the attention of the officers,
directors and other members of management of this corporation shall be disclosed
promptly to this corporation and made available to it. The Board of Directors
may reject any business opportunity presented to it and thereafter any officer,
director or other member of management may avail himself of such opportunity.
Until such time as this corporation, through its Board of Directors, has
designated an area of interest, the officers, directors and other members of
management of this corporation shall be free to engage in such areas of interest
on their own and the provisions hereof shall not limit the rights of any
officer, director or other member of management of this
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corporation to continue a business existing prior to the time that such area of
interest is designated by this corporation. This provision shall not be
construed to release any employee of the corporation (other than an officer,
director or member of management) from any duties which he may have to the
corporation.
ARTICLE X
COMPROMISES WITH CREDITORS
Whenever a compromise or arrangement is proposed by the corporation
between it and its creditors or any class of them, and/or between said
corporation and its shareholders or any class of them, any court of equitable
jurisdiction may, on the application in a summary way by said corporation, or by
a majority of its stock, or on the application of any receiver or receivers
appointed for said corporation, or on the application of trustees in
dissolution, order a meeting of the creditors or class of creditors and/or of
the shareholders or class of shareholders of said corporation, as the case may
be, to be notified in such manner as the said court decides. If a majority in
number, representing at least three-fourths in amount of the creditors or class
of creditors, and/or the holders of the majority of the stock or class of stock
of said corporation, as the case may be, agree to any compromise or arrangement
and/or to any reorganization of said corporation, as a consequence of such
compromise or arrangement, the said compromise or arrangement and/or the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding upon all the creditors or class of creditors, and/or
on all the shareholders or class of shareholders of said corporation, as the
case may be, and also on said corporation.
ARTICLE XI
MEETINGS OF SHAREHOLDERS
Meetings of shareholders shall be held at such time and place as
provided in the Bylaws of the corporation. At all meetings of the shareholders,
one-third of all shares entitled to vote at the meeting shall constitute a
quorum.
ARTICLE XII
VOTING OF SHAREHOLDERS
With respect to any action to be taken by shareholders of this
corporation which pursuant to statute requires the vote of two-thirds of the
outstanding shares entitled to vote thereon, a vote or concurrence of the
holders of a majority of the outstanding shares entitled to vote thereon, or of
any class or series, shall be required.
IN WITNESS WHEREOF, the undersigned each certify under penalty of
perjury that the execution of this instrument is his act and
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deed, that he had read these Amended and Restated Articles of Incorporation and
knows the contents thereof and the facts stated therein are true.
Date: January 5, 1990 /s/M. James Herbic
M. James Herbic, President
Date: January 5, 1990 /s/Larry D. Harvey
Larry D. Harvey, Secretary
8465:000ART01.MTM
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[This page includes various markings from the
Colorado Secretary of State's Office]
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
REGIONAL EQUITIES CORPORATION
Pursuant to the provisions of Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Regional Equities Corporation.
SECOND: On October 28, 1994, in the manner provided by the Colorado
Corporation Code, the directors of the corporation passed a
resolution to amend the Articles of Incorporation to change
the name of the corporation to Casinos International, Inc.
THIRD: The amendment does not provide for the exchange of any issued
shares or for a change in the stated capital of the corporation.
Dated this 31st day of October, 1994.
Attest: REGIONAL EQUITIES CORPORATION
/s/Teresa A. Bates BY: /s/Edward L. Bates
Teresa A. Bates, Secretary Edward L. Bates, President
[Markings from the Colorado Secretary of State's Office]
<PAGE>
ARTICLES OF AMENDMENT
TO ARTICLES OF INCORPORATION OF
CASINOS INTERNATIONAL, INC.
Pursuant to the provisions of Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
[Markings from the Colorado
Secretary of State's Office]
FIRST: The name of the corporation is Casinos International, Inc.
SECOND: The following amendment was adopted by the shareholders of the
corporation on September 30, 1994, in the manner prescribed by the
Colorado Corporation Code:
ARTICLE II was amended to read, in its entirety, as follows:
ARTICLE II
CAPITAL
The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is 2,100,000,000 shares, of which
100,000,000 shares shall be shares of Preferred Stock, no par value per share,
1,800,000,000 shares shall be shares of Class A Common Stock, no par value per
share, and 200,000,000 shares shall be shares of Class B Common Stock, no par
value per share.
(a) PREFERRED STOCK. The designations and the powers, preferences and
rights, and the qualifications, limitations or restrictions of the Preferred
Stock, the establishment of different series of Preferred Stock, and variations
in the relative rights and preferences as between different series shall be
established in accordance with the Colorado Corporation Code by the Board of
Directors.
Except for such voting powers with respect to the election of directors
or other matters as may be stated in the resolutions of the Board of Directors
creating any series of Preferred Stock, the holders of any such series shall
have no voting power whatsoever.
(b) COMMON STOCK. The holders of Common Stock shall have and possess
all rights as shareholders of the corporation, including such rights as may be
granted elsewhere by these Articles of Incorporation, except as such rights may
be limited by the preferences, privileges and voting powers, and the
restrictions and limitations of the Preferred Stock.
Subject to preferential dividend rights, if any, of the holders of
Preferred Stock, dividends upon the Common Stock may be declared by the Board of
Directors and paid out of any funds legally available therefor at such times and
in such amounts as the Board of Directors shall determine.
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The capital stock, after the amount of the subscription price has been
paid in, shall not be subject to assessment to pay the debts of the corporation.
Any stock of the corporation may be issued for money, property, services
rendered, labor done, cash advances for the corporation, or for any other assets
of value in accordance with the action of the Board of Directors, whose judgment
as to value received in return therefor shall be conclusive and said stock, when
issued, shall be fully paid and nonassessable.
The shares of all classes of common stock shall be equally entitled to
receive the net assets of the corporation upon dissolution and shall have
unlimited voting rights, provided, however that each share of Class A Common
Stock shall only be entitled to one (1) vote in each matter voted upon by the
shareholders and each share of Class B Common Stock shall be entitled to forty
(40) votes for each matter voted upon by the shareholders; and further provided,
however, that in the event there is outstanding any Class B Common Stock, the
holders thereof shall have the exclusive right to elect the following number of
total directors: (a) if there are an even number of total directors, one-half of
the total number of directors plus one; (b) if there are an odd number of
directors, one-half of the total number of directors plus one-half. Each class
of common stock shall be entitled to receive distributions from time to time,
from legally available funds, as determined by the Board of Directors.
THIRD: All of the corporation's issued and outstanding common stock as of
the date of this amendment shall be considered Class A Common
Stock after the amendment.
FOURTH: The amendment does not provide for the exchange of any issued
shares or for a change in the stated capital of the corporation.
Dated this 1st day of October, 1994.
Attest: CASINOS INTERNATIONAL, INC.
/s/Teresa A. Bates BY:/s/Edward L. Bates
Teresa A. Bates, Secretary Edward L. Bates, President
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MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 002
CORPORATIONS SECTION
1560 BROADWAY, SUITE 200 [box for Colorado
DENVER, CO 80202 Secretary of
(303) 894-2251 State's Office
MUST BE TYPED FAX (303) 894-2242 Markings]
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
PLEASE INCLUDE A TYPED TO THE
SELF-ADDRESSED ENVELOPE ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is CASINOS INTERNATIONAL, INC.
SECOND: The following amendment to the Articles of Incorporation was adopted on
JANUARY 24, 1996 ,as prescribed by the Colorado Business
Corporation Act, in the manner marked with an X below:
_____ No shares have been issued or Directors Elected - Action by Incorporators
_____ No shares have been issued but Directors Elected - Action by Directors
_____ Such amendment was adopted by the board of directors where
shares have been issued and shareholder action was not
required.
__X__ Such amendment was adopted by a vote of the shareholders. The
number of shares voted for the amendment was sufficient for
approval.
THIRD: If changing corporate name, the new name of the corporation is
Classic Restaurants International, Inc.
FOURTH: The manner, if not set forth in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: Not applicable
If these amendments are to have a delayed effective date, please list that
date: JANUARY 31, 1996
(Not to exceed ninety (90) days from the date of filing)
CASINOS INTERNATIONAL, INC.
Signature /s/Edward L. Bates
Title EDWARD L. BATES, PRESIDENT
REVISED 7/95
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