<PAGE>
As filed with the Securities and Exchange Commission on October 3, 1997
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
--------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KOO KOO ROO, INC.
(Exact name of registrant as specified in charter)
DELAWARE 22-3132583
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11075 Santa Monica Blvd., Suite 225
Los Angeles, California 90025
(Address of Principal Executive Offices) (Zip Code)
NON-QUALIFIED STOCK OPTION AGREEMENT DATED MAY 19, 1997 FOR 75,000 SHARES
NON-QUALIFIED STOCK OPTION AGREEMENT DATED MAY 19, 1997 FOR 100,000 SHARES
NON-QUALIFIED STOCK OPTION AGREEMENT DATED MAY 19, 1997 FOR 100,000 SHARES
(Full title of the plan)
----------------
Robert F. Kautz, President
Koo Koo Roo, Inc.
11075 Santa Monica Blvd., Suite 225
Los Angeles, California 90025
(Name and address of agent for service)
(310) 479-2080
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum Amount of
Title of securities Amount maximum offering aggregate registration
to be registered to be registered price per share(1) offering price(1) fee(1)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 275,000 $3.719 $1,022,725.00 $309.92
$0.01 par value
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) In accordance with Rule 457(h) of Regulation C of the Securities Act of
1933, the filing fee is calculated using the $3.719 exercise price of the
275,000 stock options.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Koo Koo Roo, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this registration statement as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(2) The Company's Amendment No. 1 to Form 10-K on Form 10-K/A for the
fiscal year ended December 31, 1996.
(3) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997 filed pursuant to Section 13 of the
Exchange Act.
(4) The Company's Current Reports on Form 8-K dated February 27,
1997, March 6, 1997, April 10, 1997, May 2, 1997 and June 3, 1997.
(5) The Company's Proxy Statements dated March 14, 1997 and
May 20, 1997.
In addition, each document filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
Any statement contained herein, or any document , all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of the Registration Statement
to the extent that a statement contained herein, or in any subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation provides that a
director of the Company will not be personally liable to the Company or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, except in certain cases where liability is mandated by the Delaware
General Corporation Law. This provision has no effect on any non-monetary
remedies that may be available to the Company or its stockholders, nor does it
relieve the Company or its directors from compliance with federal or state
securities laws. The Certificate of Incorporation also provides that each
person who is or was or had agreed to become a director or officer of the
Company or of certain affiliated entities shall be indemnified by the Company,
in accordance with its Bylaws, to the fullest extent permitted from time to time
by the Delaware General Corporation Law and that the Company may enter into one
or more agreements with any person which provide that each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she or a person whom he or she
is the legal representative is or was a director, officer or employee of the
Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another enterprise, including service with respect
to employee benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent, shall
be indemnified and held harmless by the Company to the fullest extent authorized
by the Delaware General Corporation Law. The Bylaws also provide for
advancement of expenses. Following any "change in control" of the Company of
the type required to be reported under Item 1 of Form 8-K promulgated under the
Exchange Act, any determination of entitlement to indemnification under the
Company's Bylaws must be made by independent legal counsel.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4.1 Non-Qualified Stock Option Agreement dated May 19, 1997
between Koo Koo Roo, Inc. (the "Company") and Robert E.
Courson to purchase 75,000 shares of Common Stock
4.2 Non-Qualified Stock Option Agreement dated May 19, 1997
between the Company and Robert E. Courson to purchase
100,000 shares of Common Stock
4.3 Non-Qualified Stock Option Agreement dated May 19, 1997
between the Company and Robert E. Courson to purchase
100,000 shares of Common Stock
5 Opinion of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips regarding legality of securities
being registered
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips (included as part of Exhibit 5)
3
<PAGE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 (i) and (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 Company
pursuant to Section 13 or 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company'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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of
4
<PAGE>
appropriate jurisdiction the question whether such indemnification by its
terms is against public policy as expressed in the Securities Act of 1933
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 is 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 Los Angeles, State of California, on
October 3, 1997.
KOO KOO ROO, INC.
By /s/ ROBERT F. KAUTZ
----------------------------------------
Robert F. Kautz
President and Chief Financial Officer
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 date indicated.
Signature Title Date
--------- ----- ----
/s/ KENNETH BERG
- ---------------------- Chairman and Chief Executive Officer 10/3/97
Kenneth Berg (Principal Executive Officer)
/s/ ROBERT F. KAUTZ
- ---------------------- President and Chief Financial Officer 10/3/97
Robert F. Kautz (Principal Financial Officer) and Director
/s/ JOHN S. KAUFMAN
- ---------------------- President of Koo Koo Roo USA and Director 10/3/97
John S. Kaufman
/s/ MICHAEL D. MOOSLIN
- ---------------------- President of Koo Koo Roo International 10/3/97
Michael D. Mooslin and Director
/s/ MARY E. ARNOLD
- ---------------------- Vice President Finance 10/3/97
Mary E. Arnold (Principal Accounting Officer)
- ---------------------- Treasurer and Director
Morton J. Wall
/s/ KORY L. BERG
- ---------------------- President of Arrosto Coffee Company 10/3/97
Kory L. Berg and Director
- ---------------------- Director
Lee Iacocca
- ---------------------- Director
Donald Wohl
- ---------------------- Director
Mel Harris
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
4.1 Non-Qualified Stock Option Agreement dated May 19,
1997 between Koo Koo Roo, Inc. (the "Company") and
Robert E. Courson to purchase 75,000 shares of
Common Stock
4.2 Non-Qualified Stock Option Agreement dated May 19,
1997 between the Company and Robert E. Courson to
purchase 100,000 shares of Common Stock
4.3 Non-Qualified Stock Option Agreement dated May 19,
1997 between the Company and Robert E. Courson to
purchase 100,000 shares of Common Stock
5 Opinion of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips regarding legality of securities
being registered
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Richman, Lawrence, Mann, Greene, Chizever,
Friedman & Phillips (included as part of Exhibit 5)
7
<PAGE>
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
ROBERT E. COURSON
NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement") dated the 19th
day of May, 1997, providing for the granting of an option by KOO KOO ROO, INC.,
a Delaware corporation ("Company"), to Robert E. Courson ("Optionee").
The Board of Directors of the Company has determined that the Optionee is
to be granted an option to buy shares of the Company's common stock, par value
$.01 ("Shares"), on the terms and subject to the conditions hereinafter
provided. This Option Agreement shall supercede the Option Agreement dated 28
October 1996 ("October Option Agreement") and render the October Option
Agreement null and void and of no force and effect.
1. NUMBER OF SHARES, OPTION PRICE. The Company hereby grants to the
Optionee a non-qualified option ("Option"), to purchase 75,000 Shares ("Option
Shares") at a price per Share ("Option Price") of $3.719 on the terms and
subject to the conditions set forth herein. The Optionee shall not have any of
the rights of a stockholder with respect to the Option Shares covered hereby
unless and until the Optionee has paid the Option Price with respect thereto.
The Company will, at the Company's expense, file with the Securities and
Exchange Commission a registration statement covering the Option Shares.
2. PERIOD OF OPTION AND CONDITIONS OF EXERCISE.
2.1 The term of the Option shall commence on 19 May 1997 ("Date of
Grant") and shall terminate as of 18 May 2000 ("Expiration Date"). Upon
termination of the Option, all rights of the Optionee hereunder shall cease.
Optionee understands and agrees that the Option granted to him is intended to
comply with the provisions of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and is subject to the express terms thereof and the
interpretations of the Securities and Exchange Commission thereunder.
2.2 The Option Shares shall immediately vest.
2.3 The Option may be exercised only to purchase whole Shares, and in
no case may a fraction of a Share be purchased. The right of the Optionee to
purchase Option Shares may be exercised in whole at any time or in part from
time to time, provided that no partial exercise of the Option for less than ten
(10) Option Shares will be permissible.
3. NON-TRANSFERABILITY OF OPTION. The Option and this Option Agreement
shall not be transferable otherwise than by will or by the laws of descent and
distribution; and the Option may be exercised, during the lifetime of the
Optionee, only by the Optionee, regardless of any community property interest
therein of the spouse of the Optionee, or such spouse's successors in interest.
If the spouse of the Optionee shall have acquired a community property interest
in the Option, the Optionee, or the Optionee's permitted successors in interest
may exercise the Option on behalf of the spouse of the Optionee or such spouse's
successors in interest. More particularly, but without limiting the generality
of the foregoing, the
<PAGE>
Option may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof shall be null and void and without effect.
4. HOLDING OF STOCK AFTER EXERCISE OF OPTIONS. By accepting the Options,
each Optionee represents and agrees, for the Optionee and the Optionee's
permitted transferees, that none of the Option Shares acquired upon exercise of
the Options will be acquired with a view to any sale, transfer or distribution
of said shares in violation of the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder, and the
person entitled to exercise the same shall furnish evidence satisfactory to the
Company (including a written and signed representation) to that effect in form
and substance satisfactory to the Company, including an indemnification of the
Company in the event of any violation of the Securities Act by such person.
Each Optionee acknowledges that in the event of the exercise of Options,
unless the Option Shares received upon such exercise shall have been registered
under an effective registration statement under the Securities Act, such shares
will constitute "restricted securities", as defined in Rule 144 promulgated
under such Act, and agrees that such shares (a) may not be sold except in
compliance with the applicable provisions of such Act and the rules and
regulations promulgated thereunder, and (b) have been acquired for investment
purposes, and not with a view to the distribution thereof. The Company may
issue stop-transfer restrictions to its transfer agent with respect to the
Option Shares. The certificate or certificates representing the Option Shares
may in the discretion of the Board of Directors bear any legend which the Board
of Directors deems necessary, including but not limited to the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1993 ("the
"ACT) AND UPON THE REPRESENTATION OF THE HOLDER HEREOF THAT
SUCH SHARES ARE BEING HELD FOR INVESTMENT AND NOT WITH THE
VIEW TO THE SALE OR DISTRIBUTION THEREOF, AND NO SALE,
TRANSFER OR OTHER DISPOSITION THEREOF MAY BE MADE EXCEPT IN
COMPLIANCE WITH THE PROVISIONS OF THE ACT."
2
<PAGE>
5. ADJUSTMENTS UPON CERTAIN CHANGES. In the event of a merger,
consolidation, reorganization, recapitalization, spin-off, stock dividend or
stock split, or combination or other increase or reduction in the number of
issued shares of common stock, or extraordinary cash dividend or any other
similar event, the Board of Directors shall, in order to prevent the dilution or
enlargement or rights under this Option Agreement, make such adjustments in the
number and type of Option Shares subject to the Options and the Option Price as
may be determined to be appropriate and equitable. Adjustments made by the
board of Directors shall be final, binding and conclusive. No fractional shares
of stock will be issued on any such adjustment.
6. COMPLIANCE WITH LAW. The Options shall not be exercised, and no
Shares shall be issued in respect hereof, unless in compliance with federal and
applicable state securities laws.
7. TAX TREATMENT. Optionee acknowledges that the tax treatment of the
Options, the Shares subject to this Option Agreement or any events or
transactions with respect thereto may be dependent upon various factors or
events which are not determined by this Agreement. Company makes no
representations with respect to and hereby disclaims all responsibility as to
such tax treatment.
8. NON-QUALIFIED STATUS. The Options are not intended to be "Incentive
Stock Options" as defined in Section 422A of the Code and it shall not be
treated as an incentive stock option, whether or not, by its terms, it meets the
requirements of Section 422A.
9. NOTICES. Any notice required or permitted under this Option Agreement
shall be deemed given when delivered personally, or when deposited in a United
States Post Office as registered mail, postage prepaid, addressed, as
appropriate, either to the Optionee at his or her address set forth below or
such other address as he or she may designate in writing to the Company at 11075
Santa Monica Boulevard, Suite 225, Los Angeles, California 90025, Attention:
President, or such other address(es) as the Company may designate in writing to
the Optionee.
10. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
enforce at any time any provision of this Option Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
11. GOVERNING LAW. The Option Agreement shall be governed by and
construed according to the laws of the State of Delaware.
(Signature page on page 4)
3
<PAGE>
IN WITNESS WHEREOF, the Company has executed this Option Agreement in
duplicate on the date and year first above written.
KOO KOO ROO, INC.
By: /s/ KEN BERG
--------------------
Ken Berg
Chairman & CEO
The undersigned hereby accepts and agrees to all of the terms and provisions of
the foregoing Option Agreement.
ROBERT E. COURSON
By: /s/ ROBERT E. COURSON
---------------------
Robert E. Courson
(Signature page to Non-Qualified Stock Option Agreement for Robert E. Courson)
4
<PAGE>
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
ROBERT E. COURSON
NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement") dated the 19th
day of May, 1997, providing for the granting of an option by KOO KOO ROO, INC.,
a Delaware corporation ("Company"), to Robert E. Courson ("Optionee").
The Board of Directors of the Company has determined that the Optionee is
to be granted an option to buy shares of the Company's common stock, par value
$.01 ("Shares"), on the terms and subject to the conditions hereinafter
provided.
1. NUMBER OF SHARES, OPTION PRICE. The Company hereby grants to the
Optionee a non-qualified option ("Option"), to purchase 100,000 Shares ("Option
Shares") at a price per Share ("Option Price") of $3.719 on the terms and
subject to the conditions set forth herein. The Optionee shall not have any of
the rights of a stockholder with respect to the Option Shares covered hereby
unless and until the Optionee has paid the Option Price with respect thereto.
The Company will, at the Company's expense, file with the Securities and
Exchange Commission a registration statement covering the Option Shares.
2. PERIOD OF OPTION AND CONDITIONS OF EXERCISE.
2.1 The term of the Option shall commence on 19 May 1997 ("Date of
Grant") and shall terminate as of 18 May 2002 ("Expiration Date"). Upon
termination of the Option, all rights of the Optionee hereunder shall cease.
Optionee understands and agrees that the Option granted to him is intended to
comply with the provisions of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and is subject to the express terms thereof and the
interpretations of the Securities and Exchange Commission thereunder.
2.2 The Option Shares shall vest as follows:
1/4 shall vest and become exercisable on 6/20/97
1/4 shall vest and become exercisable on 9/30/97
1/4 shall vest and become exercisable on 12/30/97
1/4 shall vest and become exercisable on 3/31/98.
The vesting schedule contained in this Section 2.2 shall remain in full force
and effect so long as Optionee is willing to spend two days per month on behalf
of Company.
2.3 The Option may be exercised only to purchase whole Shares, and in
no case may a fraction of a Share be purchased. The right of the Optionee to
purchase Option Shares may be exercised in whole at any time or in part from
time to time, provided that no partial exercise of the Option for less than ten
(10) Option Shares will be permissible.
3. NON-TRANSFERABILITY OF OPTION. The Option and this Option Agreement
shall not be transferable otherwise than by will or by the laws of descent and
<PAGE>
distribution; and the Option may be exercised, during the lifetime of the
Optionee, only by the Optionee, regardless of any community property interest
therein of the spouse of the Optionee, or such spouse's successors in interest.
If the spouse of the Optionee shall have acquired a community property interest
in the Option, the Optionee, or the Optionee's permitted successors in interest
may exercise the Option on behalf of the spouse of the Optionee or such spouse's
successors in interest. More particularly, but without limiting the generality
of the foregoing, the Option may not be assigned, transferred (except as
provided above), pledged or hypothecated in any way, shall not be assignable by
operation of law and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof shall be null and
void and without effect.
4. HOLDING OF STOCK AFTER EXERCISE OF OPTIONS. By accepting the Options,
each Optionee represents and agrees, for the Optionee and the Optionee's
permitted transferees, that none of the Option Shares acquired upon exercise of
the Options will be acquired with a view to any sale, transfer or distribution
of said shares in violation of the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder, and the
person entitled to exercise the same shall furnish evidence satisfactory to the
Company (including a written and signed representation) to that effect in form
and substance satisfactory to the Company, including an indemnification of the
Company in the event of any violation of the Securities Act by such person.
Each Optionee acknowledges that in the event of the exercise of Options,
unless the Option Shares received upon such exercise shall have been registered
under an effective registration statement under the Securities Act, such shares
will constitute "restricted securities", as defined in Rule 144 promulgated
under such Act, and agrees that such shares (a) may not be sold except in
compliance with the applicable provisions of such Act and the rules and
regulations promulgated thereunder, and (b) have been acquired for investment
purposes, and not with a view to the distribution thereof. The Company may
issue stop-transfer restrictions to its transfer agent with respect to the
Option Shares. The certificate or certificates representing the Option Shares
may in the discretion of the Board of Directors bear any legend which the Board
of Directors deems necessary, including but not limited to the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE
ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1993 ("the "ACT) AND UPON THE
REPRESENTATION OF THE HOLDER HEREOF THAT SUCH
SHARES ARE BEING HELD FOR INVESTMENT AND NOT WITH
THE VIEW TO THE SALE OR DISTRIBUTION THEREOF, AND
NO SALE, TRANSFER OR OTHER DISPOSITION THEREOF MAY
BE MADE EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF THE ACT."
2
<PAGE>
5. ADJUSTMENTS UPON CERTAIN CHANGES. In the event of a merger,
consolidation, reorganization, recapitalization, spin-off, stock dividend or
stock split, or combination or other increase or reduction in the number of
issued shares of common stock, or extraordinary cash dividend or any other
similar event, the Board of Directors shall, in order to prevent the dilution or
enlargement or rights under this Option Agreement, make such adjustments in the
number and type of Option Shares subject to the Options and the Option Price as
may be determined to be appropriate and equitable. Adjustments made by the
board of Directors shall be final, binding and conclusive. No fractional shares
of stock will be issued on any such adjustment.
6. COMPLIANCE WITH LAW. The Options shall not be exercised, and no
Shares shall be issued in respect hereof, unless in compliance with federal and
applicable state securities laws.
7. TAX TREATMENT. Optionee acknowledges that the tax treatment of the
Options, the Shares subject to this Option Agreement or any events or
transactions with respect thereto may be dependent upon various factors or
events which are not determined by this Agreement. Company makes no
representations with respect to and hereby disclaims all responsibility as to
such tax treatment.
8. NON-QUALIFIED STATUS. The Options are not intended to be "Incentive
Stock Options" as defined in Section 422A of the Code and it shall not be
treated as an incentive stock option, whether or not, by its terms, it meets the
requirements of Section 422A.
9. NOTICES. Any notice required or permitted under this Option Agreement
shall be deemed given when delivered personally, or when deposited in a United
States Post Office as registered mail, postage prepaid, addressed, as
appropriate, either to the Optionee at his or her address set forth below or
such other address as he or she may designate in writing to the Company at 11075
Santa Monica Boulevard, Suite 225, Los Angeles, California 90025, Attention:
President, or such other address(es) as the Company may designate in writing to
the Optionee.
10. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
enforce at any time any provision of this Option Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
11. GOVERNING LAW. The Option Agreement shall be governed by and
construed according to the laws of the State of Delaware.
(Signature page on page 4)
3
<PAGE>
IN WITNESS WHEREOF, the Company has executed this Option Agreement in
duplicate on the date and year first above written.
KOO KOO ROO, INC.
By: /s/ KEN BERG
--------------------
Ken Berg
Chairman & CEO
The undersigned hereby accepts and agrees to all of the terms and provisions of
the foregoing Option Agreement.
ROBERT E. COURSON
By: /s/ ROBERT E. COURSON
---------------------
Robert E. Courson
(Signature page to Non-Qualified Stock Option Agreement for Robert E. Courson)
4
<PAGE>
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR
ROBERT E. COURSON
NON-QUALIFIED STOCK OPTION AGREEMENT ("Option Agreement") dated the
19th day of May, 1997, providing for the granting of an option by KOO KOO ROO,
INC., a Delaware corporation ("Company"), to Robert E. Courson ("Optionee").
The Board of Directors of the Company has determined that the Optionee
is to be granted an option to buy shares of the Company's common stock, par
value $.01 ("Shares"), on the terms and subject to the conditions hereinafter
provided.
1. NUMBER OF SHARES, OPTION PRICE. The Company hereby grants to
the Optionee a non-qualified option ("Option"), to purchase 100,000 Shares
("Option Shares") at a price per Share ("Option Price") of $3,719 on the
terms and subject to the conditions set forth herein. The Optionee shall not
have any of the rights of a stockholder with respect to the Option Shares
covered hereby unless and until the Optionee has paid the Option Price with
respect thereto. The Company will, at the Company's expense, file with the
Securities and Exchange Commission a registration statement covering the
Option Shares.
2. PERIOD OF OPTION AND CONDITIONS OF EXERCISE.
2.1 The term of the Option shall commence on 19 May 1997 ("Date
of Grant") and shall terminate as of 18 May 2000 ("Expiration Date"). Upon
termination of the Option, all rights of the Optionee hereunder shall cease.
Optionee understands and agrees that the Option granted to him is intended to
comply with the provisions of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, and is subject to the express terms thereof and the
interpretations of the Securities and Exchange Commission thereunder.
2.2 The Option Shares shall immediately vest.
2.3 The Option may be exercised only to purchase whole Shares,
and in no case may a fraction of a Share be purchased. The right of the
Optionee to purchase Option Shares may be exercised in whole at any time or in
part from time to time, provided that no partial exercise of the Option for less
than ten (10) Option Shares will be permissible.
3. NON-TRANSFERABILITY OF OPTION. The Option and this Option
Agreement shall not be transferable otherwise than by will or by the laws of
descent and distribution; and the Option may be exercised, during the lifetime
of the Optionee, only by the Optionee, regardless of any community property
interest therein of the spouse of the Optionee, or such spouse's successors in
interest. If the spouse of the Optionee shall have acquired a community
property interest in the Option, the Optionee, or the Optionee's permitted
successors in interest may exercise the Option on behalf of the spouse of the
Optionee or such spouse's successors in interest. More particularly, but
without limiting the generality of the foregoing, the Option may not be
assigned, transferred (except as provided above), pledged or hypothecated in any
way, shall not be assignable by operation of law and shall not be subject to
execution,
<PAGE>
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of the Option contrary to the provisions
hereof shall be null and void and without effect.
4. HOLDING OF STOCK AFTER EXERCISE OF OPTIONS. By accepting the
Options, each Optionee represents and agrees, for the Optionee and the
Optionee's permitted transferees, that none of the Option Shares acquired upon
exercise of the Options will be acquired with a view to any sale, transfer or
distribution of said shares in violation of the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, and the person entitled to exercise the same shall furnish evidence
satisfactory to the Company (including a written and signed representation) to
that effect in form and substance satisfactory to the Company, including an
indemnification of the Company in the event of any violation of the Securities
Act by such person.
Each Optionee acknowledges that in the event of the exercise of
Options, unless the Option Shares received upon such exercise shall have been
registered under an effective registration statement under the Securities Act,
such shares will constitute "restricted securities", as defined in Rule 144
promulgated under such Act, and agrees that such shares (a) may not be sold
except in compliance with the applicable provisions of such Act and the rules
and regulations promulgated thereunder, and (b) have been acquired for
investment purposes, and not with a view to the distribution thereof. The
Company may issue stop-transfer restrictions to its transfer agent with respect
to the Option Shares. The certificate or certificates representing the Option
Shares may in the discretion of the Board of Directors bear any legend which the
Board of Directors deems necessary, including but not limited to the following
legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE
ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1993 ("the "ACT) AND UPON THE
REPRESENTATION OF THE HOLDER HEREOF THAT SUCH
SHARES ARE BEING HELD FOR INVESTMENT AND NOT WITH
THE VIEW TO THE SALE OR DISTRIBUTION THEREOF, AND
NO SALE, TRANSFER OR OTHER DISPOSITION THEREOF MAY
BE MADE EXCEPT IN COMPLIANCE WITH THE PROVISIONS
OF THE ACT."
2
<PAGE>
5. ADJUSTMENTS UPON CERTAIN CHANGES. In the event of a merger,
consolidation, reorganization, recapitalization, spin-off, stock dividend or
stock split, or combination or other increase or reduction in the number of
issued shares of common stock, or extraordinary cash dividend or any other
similar event, the Board of Directors shall, in order to prevent the dilution or
enlargement or rights under this Option Agreement, make such adjustments in the
number and type of Option Shares subject to the Options and the Option Price as
may be determined to be appropriate and equitable. Adjustments made by the
board of Directors shall be final, binding and conclusive. No fractional shares
of stock will be issued on any such adjustment.
6. COMPLIANCE WITH LAW. The Options shall not be exercised, and no
Shares shall be issued in respect hereof, unless in compliance with federal and
applicable state securities laws.
7. TAX TREATMENT. Optionee acknowledges that the tax treatment of
the Options, the Shares subject to this Option Agreement or any events or
transactions with respect thereto may be dependent upon various factors or
events which are not determined by this Agreement. Company makes no
representations with respect to and hereby disclaims all responsibility as to
such tax treatment.
8. NON-QUALIFIED STATUS. The Options are not intended to be
"Incentive Stock Options" as defined in Section 422A of the Code and it shall
not be treated as an incentive stock option, whether or not, by its terms, it
meets the requirements of Section 422A.
9. NOTICES. Any notice required or permitted under this Option
Agreement shall be deemed given when delivered personally, or when deposited in
a United States Post Office as registered mail, postage prepaid, addressed, as
appropriate, either to the Optionee at his or her address set forth below or
such other address as he or she may designate in writing to the Company at 11075
Santa Monica Boulevard, Suite 225, Los Angeles, California 90025, Attention:
President, or such other address(es) as the Company may designate in writing to
the Optionee.
10. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
enforce at any time any provision of this Option Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
11. GOVERNING LAW. The Option Agreement shall be governed by and
construed according to the laws of the State of Delaware.
(Signature page on page 4)
3
<PAGE>
IN WITNESS WHEREOF, the Company has executed this Option
Agreement in duplicate on the date and year first above written.
KOO KOO ROO, INC.
By: /s/ KEN BERG
--------------------
Ken Berg
Chairman & CEO
The undersigned hereby accepts and agrees to all of the terms and provisions of
the foregoing Option Agreement.
ROBERT E. COURSON
By: /s/ ROBERT E. COURSON
---------------------
Robert E. Courson
(Signature page to Non-Qualified Stock Option Agreement for Robert E. Courson)
4
<PAGE>
RICHMAN, LAWRENCE, MANN, GREENE,
CHIZEVER, FRIEDMAN & PHILLIPS
9601 WILSHIRE BOULEVARD, PENTHOUSE
BEVERLY HILLS, CALIFORNIA 90210
TELEPHONE (310) 274-8300
-----------
FAX (310) 274-2831
October 3, 1997
Koo Koo Roo, Inc.
11075 Santa Monica Blvd., Second Floor
Los Angeles, California 90025
Re: Koo Koo Roo, Inc. Registration Statement on Form S-8
Relating to Options Granted to Robert Courson
----------------------------------------------------
Gentlemen:
We have assisted in the preparation and filing by Koo Koo Roo, Inc., a
Delaware corporation (the "Company") of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to 275,000 shares of the Company's Common Stock, $0.01 par value (the
"Option Shares") that may be issued under three Non-Qualified Stock Option
Agreements entered into between the Company and Robert Courson (collectively
referred to as the "Agreements").
We have examined such records and documents and have made such examination
of laws as we considered necessary to form a basis for the opinions set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that the
Option Shares have been duly authorized and reserved for issuance and such
Option Shares, when issued in accordance with the terms of the Agreements
against payment therefor, will be duly and validly issued, fully paid and
nonassessable.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable state laws relating to the
offer and sale of securities.
We hereby expressly consent to the filing of a copy of this opinion in the
Registration Statement and the use of our opinion in connection therewith.
Very truly yours,
RICHMAN, LAWRENCE, MANN, GREENE, CHIZEVER,
FRIEDMAN & PHILLIPS
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Koo Koo Roo, Inc.
Los Angeles, California
We hereby consent to the use in the Prospectus constituting a part of
this Registration Statement on Form S-8 (to be filed with the Securities
Exchange Commission on October 3, 1997) of our report dated March 5, 1997,
relating to the consolidated financial statements of Koo Koo Roo, Inc. which
are incorporated by reference in such Prospectus.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
BDO SEIDMAN, LLP
Los Angeles, California
October 3, 1997
