As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. ___________
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 (I.R.S. Employer
of Incorporation or Organization) Identification Number)
3500 Parkway Lane, Suite 435, Norcross, Georgia 30092
(Address of Principal Executive Offices) (Zip Code)
Legal Services Agreement with Mottern & Van Gelderen
Legal Services Agreement with Law Offices of Fay Matsukage
Accounting Services Agreement with Kathryn Yancey
Client Service Agreement with International Corporate Development, Inc.
Financial Services Agreement with Bridgewater Capital Corporation
(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:
Robert J. Mottern, Esq.
Mottern & Van Gelderen
2200 Century Parkway, Suite 200
Atlanta, Georgia 30345
(404) 329-0606
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Maximum Registration
to be Offering Aggregate Fee
Registered Price Per Offering
Share(1) Price
---------- ------------- --------- ---------- ------------
Class A 390,000 shares $1.375 $536,250.00 $162.50
Common Stock
(1) Calculated based on Rule 457(h). Average of the closing bid and
asked prices as of March 27, 1997.
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-KSB 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) Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended September 30, 1996 and December 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, 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.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
4.1 Articles of Incorporation, as amended
(filed as an exhibit to the 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 Statement on Form
8-A, and incorporated herein by reference)
4.3 Legal Services Agreement with Mottern & Van
Gelderen dated March 31, 1997
4.4 Legal Services Agreement with Law Offices of
Fay Matsukage dated March 27, 1997
4.5 Accounting Services Agreement with Kathryn
Yancey dated March 28, 1997
4.6 Client Services Agreement with International
Corporate Development, Inc. dated March
27, 1997
4.7 Financial Services Agreement with Bridgewater
Capital Corporation dated October 22, 1996, and
Addendum dated March 29, 1997
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 Mottern & Van Gelderen (included in
Exhibit 5.1)
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.
(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.
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
April 17, 1997.
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.
April 17, 1997 \s\James Robert Shaw
Date James Robert Shaw
President, Treasurer (Principal
Executive Officer) and Director
April 17, 1997 \s\Caroline P. Anderson
Date Caroline P. Anderson
Executive Vice President,
Secretary (Principal Financial
Officer) and Director
April __, 1997 ______________________________
Date Daniel Howell
Director
Exhibit 4.3
[letterhead of Mottern & Van Gelderen]
March 31, 1997
Classic Restaurants International, Inc.
3500 Parkway Lane
Suite 435
Norcross, Georgia 30092
Attn: Bob Shaw
Re: Legal Services
Dear Bob:
I am writing to set forth our agreement concerning the retention of
Mottern & Van Gelderen ("Firm") by Classic Restaurants International, Inc.
("Client") for legal services. The Client hereby engages the Firm to
represent the Client in general business matters on the terms and conditions
set forth below. The Firm accepts and agrees to undertake said
representation. The effective date of this agreement is March 31, 1997.
Until otherwise agreed between the Client and the Firm, Client will
promptly pay the Firm as billed legal fees, plus expenses, at the normal
hourly rates for the attorneys of the Firm. As of the date of this
Agreement, the Firm's hourly rates are as follows: Partner - $150 per hour;
Associate - $90 per hour; Legal Assistant - $50 per hour. The Firm's hourly
rates are subject to change. In its exercise of reasonable judgment, the
Firm reserves the right to assign any lawyer in the Firm to represent the
Client a matter, with the general policy being to assign the lowest cost
attorney or staff member per assignment who has the experience and capacity
to promptly and properly handle the matter.
Regardless of the outcome of any matter which the Firm handles for
Client, Client will pay promptly, as billed, court costs, filing fees,
deposition charges, court transcript and court reporter fees, copying costs,
secretarial overtime, long distance telephone calls, witness subpoena and
appearance fees, search fees, filing fees, parking, mileage and
transportation expenses, if applicable, and all other out-of-pocket expenses
of the Firm related to such matter. Payment of each bill for services and
expenses is due thirty days after the bill is deposited in the United States
mail as indicated by the date of the bill. Pursuant to the Official Code of
Georgia Section 7-4-16, any bill not paid within 30 days shall accrue
interest at the rate of 1 1/2% per month, calculated from the date upon which
the account became due.
Immediately upon execution of this Agreement, the Client agrees to issue
the Firm 30,000 shares of Class A Common Stock of the Client, to be used
first for outstanding fees and expenses of the Firm and the balance as an
earned retainer for earned for fees and expenses to be incurred in the
future. The retainer shall be earned upon receipt and nonrefundable,
provided that the Firm shall be obligated to provide the Client with legal
services with a value equal to the proceeds of the retainer. The Client
shall register such shares with the Securities & Exchange Commission on Form
S-8 upon issuance.
Client understands that the Client has an obligation to assist the Firm
with respect to matters it handles for the Client. Client will fully
cooperate with the Firm in every way, including, without limitation,
providing accurate information promptly, executing documents promptly and
attending hearings.
Client may terminate the Firm's services at any time upon 15 days'
written notice to that effect, but Client will remain liable for attorney's
fees and expenses as provided herein to the extent incurred as of the
effective date of termination. The Firm may terminate its services upon 15
days' written notice in the event Client fails to cooperate with the Firm in
any way which the Firm may reasonably request or in the event the Firm
determines, in its reasonable discretion, that it would be either impractical
or unethical to continue its services to the Client. Termination of Firm's
services will in no way affect any lien or security interest of any
description which it holds in Client's real and personal property or any
remedy or right it has or will have to obtain or secure attorney's fees and
expenses owed by Client. The Firm has the right to set off Client's
indebtedness against Client's real and personal property that is within the
Firm's possession or control.
The Firm has made no warranties as to its success in any matter, and all
expressions made by the Firm, its partners, associates and employees, are
matters of general opinion only. If this letter accurately sets forth our
agreement, please execute the letter in the space indicated below and return
it to me.
Very truly yours,
/s/ Robert J. Mottern
Robert J. Mottern
Agreed to:
/s/ James Robert Shaw
James Robert Shaw, Chairman
and President of Classic Restaurants
International, Inc.
Exhibit 4.4
AGREEMENT FOR LEGAL SERVICES
AGREEMENT made as of this 27th day of March, 1997, between Classic
Restaurants International, Inc., a Colorado corporation, with principal
offices at 3500 Parkway Lane, Suite 435, Norcross, Georgia 30092
("Client"), and Fay M. Matsukage, with offices at 4582 South Ulster Street
Parkway, Suite 201, Denver, Colorado 80237 ("Attorney").
1. Retainer. Client retains Attorney as Client's special securities
counsel from the date of this Agreement until terminated as provided in
this Agreement.
2. Nature of Services. The services to be rendered by Attorney under
this Agreement shall be all those necessary or proper for compliance by
Client with federal and/or state securities laws.
3. Performance of Services. Attorney agrees to use best efforts to
perform all services required in connection with this engagement in a
competent and timely manner. Client acknowledges that such performance
depends, in part, upon the prompt receipt of documentation, information,
authorizations, and instructions from its agents, the prompt review and
execution of documents, and the cooperation of Client in general.
4. Attorney's Compensation. Client agrees to pay professional fees for
Attorney's services including, but not limited to, the preparation, review,
and analysis of documents and correspondence, research, preparation for and
appearance at meetings and conferences, travel to and from such meetings,
and telephone conversations with Client and others. Client also agrees to
pay for fees for administrative services provided specifically on the
behalf of Client by any non-professional employees of Attorney.
Administrative services include paralegal services, word processing,
typing, records maintenance, research, delivery, and other similar
services.
Hourly billing rates of $300 per hour for partner services, $100 to
$125 per hour for associate services, and $35 for administrative staff
persons will be used in increments of one-tenth of an hour. These rates
may change from time to time.
Attorney's compensation shall be payable in 30,000 shares of Client's
Class A Common Stock, registered on a Form S-8 registration statement,
payable as soon as practicable after execution of this Agreement by Client.
Attorney shall use every reasonable effort to realize the highest value
possible for the shares.
5. Costs Advanced. Client also agrees to pay for costs advanced.
Costs advanced include filing fees, delivery and air freight charges,
postage, photocopying costs, computer research time, long distance
telephone calls, and other costs and expenses advanced on the behalf of
Client. In some instances, costs may be billed directly to Client or
requested in advance.
6. Statements. Monthly statements will be provided to Client
indicating the balance due. Statements will be itemized to Client's
specifications. Amounts received from Client will be applied to the
balance then due, and Client will be obligated to pay any amounts due in
excess of amounts received by Attorney.
To the extent that any retainer or credit balance is exhausted and a
balance due on a statement is unpaid after the end of the month in which
the statement is rendered, such balance will be subject to a FINANCE CHARGE
at the periodic rate of 1-1/2% per month (corresponding to an ANNUAL
PERCENTAGE RATE of 18%) until paid.
7. Termination. Client may terminate this Agreement by notifying
Attorney at any time in writing. Attorney may terminate this engagement if
Client fails to pay statements within a reasonable time, fails to
cooperate, or for any other just reason.
8. Governing Law; Performance. This agreement is entered into, and is
to be performed in, the City and County of Denver. It sets forth the
entire agreement and understanding, and supersedes all prior agreements and
understandings between Client and Attorney.
Client Attorney
CLASSIC RESTAURANTS
INTERNATIONAL, INC.
By:/s/ James R. Shaw /s/ Fay M. Matsukage
James R. Shaw, President Fay M. Matsukage
Exhibit 4.5
[letterhead of Kathryn A. Yancey]
March 28, 1997
Classic Restaurants International, Inc.
3500 Parkway Lane
Suite 435
Norcross, Georgia 30092
Attention: Bob Shaw
Dear Bob:
I am writing to set forth our agreement concerning accounting services
that have been provided by my firm ("Firm") to Classic Restaurants
International, Inc. ("Client"). The Client hereby engages the Firm to
provide general accounting services to the Client on the terms and conditions
set forth below. The effective date of this agreement is March 28, 1997.
Until otherwise agreed between the Client and the Firm, Client will
promptly pay the Firm as billed accounting fees, plus expenses, at the normal
hourly rates for the members of the Firm. As of the date of this Agreement,
the Firm's hourly rates are as follows: Partner - $80 per hour; Associate -
$50 per hour. The Firm's hourly rates are subject to change. In its
exercise of reasonable judgment, the Firm reserves the right to assign any
accountant in the Firm to represent the Client, with the general policy being
to assign the lowest cost accountant or staff member per assignment who has
the experience and capacity to promptly and properly handle the matter.
Regardless of the outcome of any matter which the Firm handles for
Client, Client will pay promptly, as billed, all out-of-pocket costs and
expenses, including copying costs, secretarial overtime, long distance
telephone calls, parking, mileage and transportation expenses, if applicable,
and all other out-of-pocket expenses of the Firm related to such matter.
Payment of each bill for services and expenses is due thirty days after the
bill is deposited in the United States mail as indicated by the date of the
bill. Pursuant to the Official Code of Georgia Section 7-4-16, any bill not
paid within 30 days shall accrue interest at the rate of 1 1/2% per month,
calculated from the date upon which the account became due.
Immediately upon execution of this Agreement, the Client agrees to issue
the Firm 15,000 shares of Class A Common Stock of the Client, to be used
first for outstanding fees and expenses of the Firm and the balance, if any,
as an earned retainer for fees and expenses to be incurred in the future.
The retainer, if any, shall be earned upon receipt and nonrefundable,
provided that the Firm shall be obligated to provide the Client with
accounting services with a value equal to the proceeds from the retainer.
The Client shall register such shares with the Securities & Exchange
Commission on Form S-8 upon issuance.
Client understands that the Client has an obligation to assist the Firm
with respect to matters it handles for the Client, and Client agrees to
cooperate with the Firm in every way. If this letter accurately sets forth
our agreement, please execute the letter in the space indicated below and
return it to me.
Very truly yours,
/s/ Kathryn Yancey
Kathryn A. Yancey
Agreed to:
/s/ James Robert Shaw
James Robert Shaw, Chairman
and President of Classic Restaurants
International, Inc.
Exhibit 4.6
CLIENT SERVICE AGREEMENT
THIS AGREEMENT is made and entered into this 27th day of March, 1997
between INTERNATIONAL CORPORATE DEVELOPMENT, INC., hereinafter sometimes
referred to as "ICD," and CLASSIC RESTAURANTS INTERNATIONAL, INC.,
hereinafter sometimes referred to as the "COMPANY").
WITNESSETH:
WHEREAS, ICD is a public relations firm specializing in shareholder
and public relations, financing, intermediary client service negotiations
for publicly traded companies, and
WHEREAS, the COMPANY is publicly held with its common stock trading in
the over the counter market, 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, ICD 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 ICD to publicize the COMPANY to
brokers, prospective investors and shareholders, to advise the company on
increasing its public awareness and to advise and consult with the COMPANY
on strategic oppurtunities, mergers and acquisitions.
2. TIME OF PERFORMANCE: Services to be performed under this Agreement shall
commence upon execution of this Agreement and shall continue for a period
of one year, subject to the COMPANY'S right to terminate this Agreement
after six months.
3. COMPENSATION AND EXPENSES: In consideration of the services to be
performed by ICD, the COMPANY agrees to pay compensation to ICD as follows:
(A) 125,000 shares of Class A Common Stock of the COMPANY upon execution of
this Agreement, which shares shall be issued in the name of Donald S.
Whitlock, the sole shareholder of the Company, and registered by the
COMPANY with the Securities and Exchange Commission on Form S-8
immediately; plus
(B) 125,000 shares of Class A Common Stock six months from the date of this
Agreement in the event the COMPANY decides not to terminate the Agreement
at such time, which shares shall also be issued in the name of Donald S.
Whitlock and registered with the Securities and Exchange Commission on Form
S-8 immediately immediately.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The COMPANY represents
and warrants to ICD, each such representation and warranty being deemed to
be material that:
(A) The COMPANY will cooperate with ICD to enable ICD 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 ICD 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 ICD a list of names and addresses
of all shareholders of the COMPANY which it is aware.
(F) The COMPANY will promptly deliver to ICD a list of brokers and market
makers of the COMPANY's securities which have been following the COMPANY.
(G) Because ICD 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 ICD to enhance timely distribution of the materials and
will inform ICD in writing of any inaccuracies contained therein prior to
the projected publication date.
5. DISCLAIMER BY ICD: ICD WILL BE THE PREPARER OF CERTAIN PROMOTIONAL
MATERIALS. ICD MAKES NO REPRESENTATION THAT (A) ITS SERVICE 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.
6. LIMITATION OF ICD LIABILITY: If ICD fails to perform its services
hereunder, its entire liability to the COMPANY shall not exceed the value
of the shares which it is to receive under this Agreement.
7. OWNERSHIP OF MATERIALS: All right, title and interest in and to
materials to be produced by ICD in connection with the contract and other
services to be rendered under this Agreement shall be and remain the sole
and exclusive property of ICD, 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.
8. CONFIDENTIALITY: Until such time as the same may become publicly known,
ICD agrees that any confidential information 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. ICD will, however, require Confidentiality
Agreements from its own employees and from contractors ICD reasonably
believes will come in contact with confidential material.
9. 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 ICD at:
450 South Galena, Suite 202
Aspen, Colorado 81811
and to the COMPANY at:
3500 Parkway Lane, Suite 435
Norcross, Georgia 30092
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.
10. 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 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.
11. 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 ICD
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 Georgia.
(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.
AGREED TO ON THE 27TH DAY OF MARCH, 1997.
INTERNATIONAL CORPORATE DEVELOPMENT, INC.
By:/s/Donald S. Whitlock
Donald S. Whitlock, President
CLASSIC RESTAURANTS INTERNATIONAL, INC.
By:/s/James Robert Shaw
James Robert Shaw, President
Exhibit 4.7
[letterhead of Bridgewater Capital Corporation]
FINANCIAL SERVICES AGREEMENT
THIS AGREEMENT is entered into this 22nd day of October, 1996 by and
between BRIDGEWATER CAPITAL CORPORATION (hereinafter "BCC"), a California
corporation and CLASSIC RESTAURANTS INTERNATIONAL, INC. (hereinafter
"Client") a Colorado corporation.
HEREAFTER, the Client and BCC are referred to collectively as "Parties",
and singularly as "Party".
WHEREAS, the Parties desire to set forth the terms and conditions under
which the said services shall be performed.
NOW, THEREFORE, in consideration of the promises of the mutual covenants
herein, the Parties hereto agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
BCC agrees to perform for the Client, beginning immediately on the date
hereof, the financial services described as follows:
(a) BCC will perform investment banking activities including, but not
limited to, assist in locating, analyzing, negotiating, advising on equity
capital, debt financing, bridge loans, merger candidates, acquisition
candidates, divestiture opportunities, spin-off opportunities, strategic
alliances or partnerships, any other opportunities to enhance shareholder
value, advise company on Financial Public Relations firms, services,
techniques, press releases, shareholder letters etc.
(b) BCC will advise Client and perform research on specific investment
opportunities which may come to the attention of BCC or Client and provide
research on general market conditions. Client agrees that BCC will not
advise Client on the appropriateness of an investment, but merely collect,
analyze and summarize data.
(c) BCC will also perform other duties from time to time as requested by
Client, provided that in no event will BCC perform the services of an
investment advisor.
(d) In rendering these services, BCC may develop creative works for
Client, including but not limited to inventions, discoveries, improvements,
developments, processes, drawings, computer software or other work which
may be protectable by copyright, patent or trade secrecy law. BCC agrees
that all such work shall be considered to be "work for hire" and that all
ownership and rights of copyright, patent, or trade secrecy pertaining to
such work shall become the property of the Client. BCC agrees to assign
and does hereby assign all his rights in and to the foregoing, whether or
not patentable or copyrightable, to the Client. BCC agrees that all
information disclosed to it about the Client's products, processes and
services are the sole property of the Client and BCC will not assert any
rights to any confidential or proprietary information or material, nor will
BCC directly or indirectly, except as required in the conduct of their
duties under this Agreement, disseminate or disclose any such confidential
information.
(e) Additional special projects, such as annual reports, quarterly
reports, video presentations, personal presentations, Financial Public
Relations etc. will be performed and billed separately as mutually agreed
upon by both Parties.
ARTICLE II-PERIOD OF PERFORMANCE
The period of performance under this Agreement shall be for a primary six
(6) month term from the date hereof. This Agreement may be terminated
immediately by either Party for cause.
ARTICLE III-CONTRACTUAL RELATIONSHIP
In performing the services under this agreement, BCC shall operate as, and
have the status of, an independent contractor. BCC shall not have
authority to enter into any contract binding the Client, or create any
obligations on the part of the Client, except as shall be specifically
authorized by the Client. The Client and BCC will be mutually responsible
for deterring the means and the methods for performing the services
described in ARTICLE I.
ARTICLE IV-COMPENSATION
As full consideration for the performance of the basic (three part)
services described above, the Client shall pay BCC compensation as follows:
(a) $10,000 per month, due and payable on the monthly anniversary date of
this Agreement starting on the date this Agreement in signed.
ARTICLE V-COMPANY INFORMATION
Since BCC must at all times rely upon the accuracy and completeness of
information supplied to it by the Client's officers, directors, agents, and
employees, the Client agrees to indemnify, hold harmless, and defend BCC,
it's officers, agents or employees at the Clients expense, in any
proceeding or suit which may arise out of and/or due to any inaccuracy or
incompleteness of such material supplied by the Client to BCC.
ARTICLE VI-ASSIGNMENT
The rights and obligations of the Client under this Agreement shall inure
to the benefit and be binding upon the successors and assigns of the
Client. BCC's rights and obligations under this Agreement are personal and
nonassignable.
ARTICLE VII-REPRESENTATIVE AND NOTICES
Notices provided for hereunder shall be in writing and may be served
personally to the Client's representative and BCC's representative at their
respective place of business or may be transmitted by fax.
ARTICLE VII-ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration in the County of
Orange, California, U.S.A., in accordance with the rules of the American
Arbitration Association there in effect, except that the Parties thereto
shall have any right to discovery as would be permitted by the Federal
Rules of Civil Procedure and the prevailing Party shall be entitled to
reasonable costs and reasonable attorney's fees from arbitration or any
other civil action. Judgment upon the award rendered therein may be
entered in any Court having jurisdiction thereof. Jurisdiction for any
legal action is stipulated between the Parties to lie in the County of
Orange, California, U.S.A.
ARTICLE IX-MISCELLANEOUS
This Agreement constitutes the entire agreement between the Client and BCC
relating to providing financial services. It supersedes all prior or
contemporaneous communications, representations or agreements, whether oral
or written, with respect to the subject matter hereof and has been induced
by no representations, statements or agreements other than those expressed
herein. No agreements hereafter made between the Parties shall be binding
on either Party unless reduced to writing and signed by an authorized
officer of the Party bound thereby.
This Agreement shall in all respects be interpreted and construed, and the
rights of the Parties hereto shall be governed by the laws of the State of
California, U.S.A.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers.
BRIDGEWATER CAPITAL CORP. Classic Restaurants International
\s\Urban Smedeby \s\ James R. Shaw
By: URBAN SMEDEBY By: JAMES R. SHAW
PRESIDENT PRESIDENT
__________________ 10/29/96
DATE DATE
<PAGE>
[letterhead of Bridgewater Capital Corporation]
Mr. Bob Shaw
Classic Restaurants International, Inc.
3500 Parkway Lane, Suite 435
Norcross GA 30092
Dear Bob:
Pursuant to our Consulting Services Agreement dated October 22, 1996
and as of March 29, 1997, there is a total amount still due to Bridgewater
Capital Corporation of $50,000.00 (Invoice enclosed for your reference).
Please let this letter serve as our acceptance of your offer to pay
the full amount ($50,000.00) with 65,000 shares of Classic Restaurants
International Inc. free trading shares of common stock as soon as possible
to Andre J. Peschong.
If you have any questions regarding this matter, please don't hesitate
to contact me.
Sincerely,
\s\ Jack A. Thomsen
Jack A. Thomsen
Agreed and accepted this 25th day of March, 1997 by:
\s\ Bob Shaw
Bob Shaw, President
Classic Restaurants International, Inc.
<PAGE>
[letterhead of Bridgewater Capital Corporation]
INVOICE
March 29, 1997
Amount due for monthly services as of
November 29, 1996 $10,000.00
Amount due for monthly services as of
December 29, 1996 $10,000.00
Amount due for monthly services as of
January 29, 1996 $10,000.00
Amount due for monthly services as of
February 29, 1996 $10,000.00
Amount due for monthly services as of
March 29, 1996 $10,000.00
----------
TOTAL AMOUNT NOW DUE $50,000.00
----------
This amount is due and payable. Thank you.
Exhibit 5.1
[letterhead of Mottern & Van Gelderen]
April 17, 1997
Classic Restaurants International, Inc.
3500 Parkway Lane, Suite 435
Norcross, Georgia 30092
Ladies and Gentlemen:
You have requested my opinion as 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 390,000 shares of Class A Common Stock, issuable pursuant
to the terms of the following agreements: (1) Legal Services Agreement
dated March 31, 1997 between the Company and Mottern & Van Gelderen (30,000
shares), (2) Legal Services Agreement dated March 27, 1997 between the
Company and Law Offices of Fay M. Matsukage (30,000 shares), (3) Accounting
Services Agreement dated March 28, 1997 between the Company and Kathryn
Yancey (15,000 shares), (4) Client Services Agreement dated March 27, 1997
between the Company and International Corporate Development, Inc. (250,000
shares), and (5) Financial Services Agreement dated October 22, 1996
between the Company and Bridgewater Capital Corporation, as amended on
March 25, 1997 (65,000 shares).
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 April 17, 1997 (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/Robert J. Mottern
Mottern & Van Gelderen
Exhibit 23.1
[letterhead of Stark Tinter & Associates, LLC]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 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
April 16, 1997
Englewood, Colorado
<PAGE>
Exhibit 23.2
[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.
James Moore & Co., P.L.
/s/James Moore & Co.
Gainesville, Florida
April 14, 1997
