SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JUNE 6, 1997
CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
COLORADO 0-28704 84-1122431
(State or other jurisdic (Commission File (IRS Employer
tion of incorporation) Number) Identification No.)
3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770)729-9010
NOT APPLICABLE
(Former name or former address, if changed since last report)
Exhibit index on consecutive page 3 Page 1 of 11 pages
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
Not Applicable
ITEM 5. OTHER EVENTS.
On June 6, 1997, Classic Restaurants International, Inc. (the
"Company"), Mark Shoom, and James Robert Shaw, entered into a
settlement agreement, a copy of which is attached as an
Exhibit to this document, whereby Mr. Shoom agreed to release
and discharge the Company and Mr. Shaw from any and all claims
Mr. Shoom has or may have against them, including the claims
which are pending in the State Court of Gwinnett County, State
of Georgia, Civil Action No. 97-C-2533-1, MARK SHOOM V.
CLASSIC RESTAURANTS INTERNATIONAL, INC. AND JAMES R. SHAW. In
consideration for the release, the Company has issued 114,737
shares of Class A Common Stock to Mr. Shoom pursuant to the
exemption from registration provided by Regulation S
promulgated under the Securities Act of 1933, as amended. See
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Mr. Shaw will be appointing two new directors, Ronald Lambert
and Bailey Spears, to fill the vacancies created by the
resignations of Caroline P. Anderson and Daniel Howell. See
Item 6. Resignations of Registrant's Directors.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Effective June 17, 1997 and June 19, 1997, Caroline P.
Anderson and Daniel Howell, respectively, resigned their
positions as directors of the Company. Ms. Anderson also
resigned from all other positions she held with the Company,
its subsidiaries, and affiliates. Ms. Anderson resigned due to
professional differences concerning the guidance and direction
of the Company. Mr. Howell's resignation stated that he
believed the Company was not following common practices with
respect to the Board of Directors and that Mr. Shaw, a
director and President of the Company, was implementing
policies without board
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approval. Copies of Mr. Howell's and Ms. Anderson's letters of
resignation are attached as Exhibits to this document.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired:
Not applicable
(b) Pro forma financial information: Not applicable
(c) Exhibits:
17.1 Resignation Letter of Daniel Howell
17.2 Resignation Letter of Caroline P. Anderson
99 Settlement Agreement
ITEM 8. CHANGE IN FISCAL YEAR.
Not Applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On June 6, 1997, the Company issued 114,737 shares of Class A
Common Stock to Mr. Shoom, pursuant to the registration
exemption provided by Regulation S, in settlement of claims
totaling $103,300. Mr. Shoom is a resident of Canada.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLASSIC RESTAURANTS INTERNATIONAL, INC.
Date: June 20, 1997 By:/s/James Robert Shaw
James Robert Shaw
President
A:\06-06-97.8K
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EXHIBIT 17.1
RESIGNATION LETTER OF DANIEL HOWELL
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Daniel Howell
- --------------------------------------------------------------------------------
15002 Windward Drive #603 Corpus Christi, TX 78418
19 June 1997 Via fax to 770.729.8330
One Page Original follows via U.S. Mail
Mr. Robert Shaw, President
Ms. Caroline Anderson, Vice President
Ms. Fay M. Matsukage, Corporate Counsel
Classic Restaurants International, Inc.
3500 Parkway Lane, Suite 435
Norcross, GA ZIP 30092
Dear Bob, Caroline, and Fay:
Please consider this letter as my resignation as a board member of Classic
Restaurants International, effective immediately.
Bob, as we have discussed several times, I believe that a board member of a
publicly held company has an oversight responsibility and that a board member
should be consulted on any major decisions the company makes. In my opinion, you
have not used your board in a manner according with common practices and that
you have made decisions and implemented policies without board approval. I
therefore cannot in good conscience remain on your board.
Sincerely,
/s/Daniel Howell
Daniel Howell
DH:twc
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EXHIBIT 17.2
RESIGNATION LETTER OF CAROLINE P. ANDERSON
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June 17, 1997
Classic Restaurants International, Inc.
3500 Parkway Lane, Suite 435
Norcross, Ga 30092
To: Mr. James R. Shaw - Chairman of the Board of Directors
I Caroline P. Anderson, due hereby resign effective this date as Executive
Vice Presi dent, Corporate Secretary, Chief Financial Officer, Chief Operating
Officer and Director of Classic Restaurants International, Inc. Including any
and all other positions that I presently hold in the corporation and/or it's
subsidiaries/affiliates.
This resignation is hereby given due to professional differences concerning
the guidance and direction of Classic Restaurants International, Inc. and it's
subsidiaries/affiliates.
Sincerely,
/s/Caroline P. Anderson
Caroline P. Anderson
cc: Fay Matsukage
Robert J. Mottern
Daniel Howell
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EXHIBIT 99
SETTLEMENT AGREEMENT
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SETTLEMENT AGREEMENT
THIS Settlement Agreement ("Agreement") is executed as of the date set
forth below by Mark Shoom, hereinafter referred to as "Shoom," and Classic
Restaurants International, Inc., hereinafter referred to as "Classic" and James
Robert Shaw, hereinafter referred to as "Shaw."
WHEREAS, Shoom, Classic and Shaw have executed this Agreement to
evidence their agreement to fully settle and compromise a claim of Shoom against
Classic and Shaw.
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged by
Shoom, Shoom and Classic and Shaw hereby agree as follows:
1. In consideration for the release granted by Shoom in the following
paragraph, Classic shall issue 114,737 shares of Class A Common Stock ("Stock")
to Shoom pursuant to Regulation S of the Securities and Exchange Commission in
full settlement and satisfaction of any claim which Shoom has against Classic
and Shaw under that promissory note dated October 9, 1996 in the original
principal amount of $80,000, of which there is outstanding $80,000 in principal,
$19,200 in accrued interest and $4,100 in legal expenses. In the event Shoom
notifies Classic at any time within the next two years that the net proceeds
from the sale of all shares of the Stock were less than $103,300, Classic agrees
to promptly issue Shoom additional shares of Class A Common Stock equal to the
difference between $103,300 and the amount realized divided by the average
closing bid price for the Stock for the twenty days preceeding the date of said
notice, which additional shares shall also be issued pursuant to Regulation S.
In the event Shoom sells part or all of the Stock for net proceeds in excess of
$103,300, Shoom agrees to pay Classic the difference between $103,300 and the
amount actually realized and return for cancellation any unsold shares of Stock.
Shoom agrees to provide such information that Classic may reasonably request
from time to time to determine the amount of proceeds which have been realized
from the Stock.
2. In consideration for the issuance of Stock to Shoom pursuant to the
preceding paragraph, Shoom, on behalf of himself, his heirs, executors,
administrators, and assigns, hereby fully releases and discharges Classic and
Shaw, and Classic's present and former officers, directors, employees, agents,
representatives, heirs, executors, administrators and assigns, from all rights,
claims and actions which Shoom now has or may have against them, including
particularly any claims which are or
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could have been asserted in the following action: MARK SHOOM V. CLASSIC
RESTAURANTS INTERNATIONAL, INC. AND JAMES R. SHAW, Civil Action No. 97-C-2533-1,
pending in the State Court of Gwinnett County, State of Georgia; provided that
said release shall not discharge Classic or Shaw from any liability to Shoom
created by or under this Agreement. Upon receipt of the Stock hereunder, Shoom
agrees to execute and file a dismissal with prejudice of the above-described
action.
3. This Agreement is intended by both parties to release all claims,
whether known, unknown, foreseen, unforeseen, patent or latent, which Shoom may
have against the parties described in the preceding paragraph, on the one hand,
and which Classic and Shaw may have against Shoom, on the other hand. Shoom
understands and acknowledges the significance and consequence of such specific
intention to release all claims. All persons covered by this release are
intended third-party beneficiaries of this Agreement.
4. Shoom represents and warrants that he is eligible to receive Class A
Common Stock of Classic pursuant to Regulation S, and specifically that he is
not a U.S. Person as that term is defined in Rule 902(o) of Regulation S. Shoom
agrees to execute any affidavits or certificates which Classic's transfer agent
or counsel may reasonably request to issue Shoom shares of Class A Common Stock
under Regulation S, and to remove any restrictive legend placed thereon at a
subsequent date. Shoom further agrees to execute a Regulation S Subscription
Agreement substantially in the form of that document which is attached as
Exhibit A hereto.
5. Classic represents and warrants that it is eligible to issue Class A
Common Stock under Regulation S to a purchaser of said stock who otherwise
qualifies under Regulation S. Classic shall pay the costs of any opinion letters
of counsel necessary to issue the Class A Common Stock to Shoom, and to obtain
removal of any restrictive legend thereon at the earliest date.
6. This Agreement is freely and voluntarily executed by Shoom after
having been apprised of all relevant information and data, and after obtaining
the advice, or being given the opportunity to obtain the advice, of competent
counsel.
7. Shoom has read this Agreement and understands the terms used herein.
8. This Agreement may be executed in counterpart.
Dated: JUNE 6, 1997 By:/S/MARK SHOOM
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Mark Shoom, Individually
CLASSIC RESTAURANTS INTERNATIONAL, INC.
Dated:06/06/97 /S/JAMES ROBERT SHAW
By: James Robert Shaw, President
Dated:06/06/97 By:/S/JAMES ROBERT SHAW
James Robert Shaw, Individually
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