As filed with the Securities and Exchange Commission on March 4, 1997.
Registration Number 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
N.U. PIZZA HOLDING CORPORATION
NEVADA 95-365327
STATE OF INCORPORATION IRS EMPLOYEE IDENTIFICATION NUMBER
STOCK COMPENSATION PLAN
(Full title of Plan)
Ronald J. Gelet
722 Genevieve Street, Suite #G
Solana, CA 92075
(619) 259-6322
(Name, Address and Telephone Number of Agent for Service)
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From Time to Time after this Registration Statement becomes Effective
CALCULATION OF REGISTRATION FEE
Proposed Maximum Amount of
Title of Each Class Amount to be Maximum Aggregate Registration
of Securities to be Registered Offering Offering Price Fee(1)
Registered Price Per
Share
Common Stock 300,000 $0.15 $ 45,000 $100
No Par Value shares
(1) Estimated solely for the purpose of calculating the registration fee on the
based upon the average bid and asked price of the Common Stock on the OTC
Electronic Bulletin Board on February 10, 1997.
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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
300,000 Shares
N.U. PIZZA HOLDING CORPORATION
Common Stock
This Prospectus relates to 300,000 shares of common stock, $.001 par
value (the "Common Stock"), of N.U. Pizza Holding Corporation, a Nevada
corporation (the "Company"), issuable pursuant to Consulting Agreements
described herein.
The delivery of this Prospectus at any time does not imply that the
information contained herein is correct as of any time subsequent to the date
hereof. No person has been authorized to give any information or to make any
representation other than as contained herein in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is March 4, 1997.
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DESCRIPTION OF AGREEMENT
In February 1997, The Company entered into a Consulting Agreement (the
"Agreement"), with Jeff Forster pursuant to which the Company has agreed to
issue Mr. Forster a total of 300,000 shares (the "Shares") of the Company's
Common Stock in payment for consulting services to the Company concerning
management, marketing, strategic planning, corporate organization and structure,
financial matters, expansion of services, acquisitions and business
opportunities in connection with the Company's food product business.
REGISTRATION OF THE SHARES
Pursuant to each of the Agreements, the Company has agreed to register
the Shares on a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, in connection with their original issuance to the consultants.
This Prospectus relates to a Registration Statement on Form S-8 which was filed
with the Securities and Exchange Commission on the date hereof and which became
effective as of such filing.
RESALE OF THE SHARES
The Agreements do not impose any restrictions on the resale of the
Shares. However, if a recipient of Shares is or becomes an "affiliate" of the
Company, as such term is defined in Rule 144 promulgated under the Securities
Act, at any such time, such person will be subject to the limitations on the
amount of securities which may be sold imposed under Rule 144(e)(1). Rule
144(e)(1) generally provides that the number of shares of Common Stock which may
be sold in any three month period may not exceed the greater of (i) 1% of the
outstanding Common Stock as shown by the most recent published report of the
Company or (ii) the average weekly reported volume of trading in the Common
Stock, as reported through NASDAQ, for the four weeks preceding the filing of a
notice of proposed sale of the Common Stock, if required under Rule 144(b) under
the Securities Act, or preceding the date of receipt of the order to execute the
transaction by the broker or the date of execution directly with a market maker.
Additional information regarding the Agreements not set forth in this
Prospectus may be obtained obtained from the Company at 15415 Cabrito Avenue,
Suite A, Van Nuys, CA 91406.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
At the time of issuance of the Shares, each of the consultants
recognized ordinary income for federal income tax purposes in an amount equal to
the then fair market value of the Shares received by such consultant. Each
consultant will recognize gain or loss on the subsequent sale of the Shares in
an amount equal to the difference between the amount realized and the tax basis
of such Shares, which will equal the amount included in the consultant's income
by reason of the issuance of the Shares. Provided such Shares
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are held as a capital asset, such gain or loss will be long-term or short-term
capital gain or loss depending upon whether the Shares have been held for more
than one year.
The Agreement is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, and is not qualified under Section
401(a) of the Code.
This discussion is only a summary of certain significant federal income
tax consequences and each consultant should consult an independent tax adviser
as to all of the federal and state income tax consequences relating to the
receipt or sale of the Shares.
CERTAIN INFORMATION
The documents incorporated by reference in Item 3 of Part II of the Form
S-8, and any other documents required to be delivered pursuant to Rule 428(b),
promulgated under the Securities Act, are available from the Company, without
charge, upon written or oral request. Requests for documents should be directed
to the President of the Company. The documents incorporated by reference in Item
3 of Part II of the Form S-8 are also incorporated in this Prospectus by
reference thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 13(C), 14 and 15(d) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission. The following documents, which are on file
with the Securities and Exchange Commission, are incorporated in this
Registration Statement by reference:
(a) the Registrant's: (I) latest annual report filed pursuant
to Section 13(a) or 15(d) of the Exchange Act; (ii) the latest prospectus filed
pursuant to Rule 4524(b) under the Securities and Exchange Act of 1933, as
amended (the "Act"), which contains, either directly or by incorporation by
reference, audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed,; or (iii) the Registrant's effective
registration statement on Form S-18, if any, filed under the Exchange Act
containing audited financial statements for the Registrant's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
reports or the prospectus referred to in (a) above.
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(c) The Registrant's definitive proxy statement or the
information statement, if any, filed pursuant to Section 14 of the Exchange Act
in connection with the latest annual meeting of its stockholders, and any
definitive proxy or information statements so filed in connection with any
subsequent special meeting of its stockholders.
(d) The description of the Common Stock which are contained in
registration statements filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
(e) Information as to stock options, including the amount
outstanding, exercises, prices and expiration dates, included in the
Registrant's definitive proxy statement, described in (c) above and which will
be included in the future either in the Registrant's proxy statements, annual
reports or appendices to the prospectus.
All documents filed by the Registrant pursuant to Section 13(a), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all shares offered hereby have been sold or which
deregisters all shares then remaining unsold, shall be deemed to be incorporated
in this Registration Statement by reference and to be a part hereof from the
date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
The authorized capital common stock of the Company consists of
50,000,000 shares of Common Stock, $.001 par value. Holders of the Common Stock
do not have preemptive rights to purchase additional shares of Common Stock or
other subscription fights. The Common Stock carries no conversion rights and is
not subject to redemption or to any sinking fund provisions. All shares of
Common Stock are entitled to share equally in dividends from sources legally
available therefor when, as and if declared by the Board of Directors and, upon
liquidation or dissolution of the Company, whether voluntary or involuntary, to
share equally in the assets of the Company available for distribution to
stockholders. All outstanding shares of Common Stock are validly authorized and
issued, fully paid and nonassessable, and all shares to be sold and issued as
contemplated hereby, will be validly authorized and issued, fully paid and
nonassessable. The Board of Directors is authorized to issue additional shares
of Common Stock, not to exceed the amount authorized by the Company's
Certificate of Incorporation, on such terms and conditions and for such
consideration as the Board may deem appropriate without further stockholder
action. The above description concerning the Common Stock of the Company does
not purport to be complete. Reference is made to the Company's Certificate of
Incorporation and Bylaws which are available for inspection upon proper notice
at the Company's offices, as well as to the applicable statutes of the State of
Florida for a more complete description concerning the rights and liabilities of
stockholders. Each holder of Common Stock is entitled to one vote per share on
all matters on which such stockholders are entitled to vote. Since the shares of
Common Stock do not have cumulative voting rights, the holders of more than 50
percent of the shares voting for the election of directors can elect all the
directors if they choose to do so and, in such event, the holders of the
remaining shares will not be able to elect any person to the Board of Directors.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No such interests.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As permitted by the Nevada Corporation Law, under the Company's
Certificate of Incorporation and By-Laws, the Company shall to the fullest
extent permitted by Nevada Law, as the same shall be added and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
Section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said Section, and the indemnification
provided for therein shall not be deemed exclusive of any other right to which
any person may be entitled under any By-Law, resolution of shareholders,
resolution of directors, agreement or otherwise, as permitted by said Article,
as to action in any capacity in which he served at the request of the Company.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed n the Act 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 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 appropriate jurisdiction the
question as to 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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
Item 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is attached hereto
and incorporated herein by reference.
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Item 9. UNDERTAKINGS
1. The Registrant hereby undertakes:
(a) 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 (I) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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.
(b) 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.
(c) 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.
2. The 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 Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering thereof.
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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 San Diego, California this 4th day of March, 1997.
N. U. PIZZA HOLDING CORPORATION
BY: /s/ RONALD J. GELET
------------------------------
Ronald J. Gelet, 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.
SIGNATURE TITLE DATE
/s/ RONALD J. GELET Director 3/4/97
- ------------------- Chief Financial Officer
Ronald J. Gelet
/s/ GLORIA GELET Director 3/4/97
- -------------------
Gloria Gelet
/s/ DAN ROUSE Director 3/4/97
- -------------------
Dan Rouse
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EXHIBIT INDEX
3.1 Certificate of Incorporation of the Company (incorporated
herein by reference to Form 10-K under the Securities Exchange
Act of 1934 filed with the Commission in November 1994.,
file number 0-19522).
3.2 By-Laws of the Company (incorporated herein by reference to
Form 10K under the Securities Exchange Act of 1934 filed with
the Commission in November 1994, file number 0-19522.)
4.1 Consulting Agreement with Jeff Forster
5.3 Opinion of Eric P. Littman, P.A.
24.1 Consent of Eric P. Littman, P.A. (contained in 5.3)
24.2 Consent of Bennet Block Accounting Corporation
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CONSULTING AGREEMENT
This consulting Agreement (the "Consulting Agreement" made as of
February 17, 1997, by and between Jeff Forster, 55 Fifth Avenue, Suite 1400, New
York, New York 10003 ("Consultant") and N.U. Pizza Holding Corporation with
offices at 722 Genevieve Street, Suite #G, Solana Beach, CA 92075 (the
"Company").
WITNESSETH
WHEREAS, the Company was originally engaged in the State of California
in business of operating pizza restaurants and franchises and now has expanded
its business into the State of Oregon and has also expanded the food products
which it sells; and
WHEREAS, the Company requires and will continue to require consulting
services of the Consultant with respect to its expansion of the food products
and expansion of the Company's territories; and
WHEREAS, Consultant has agreed to perform such services for the
Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate six (6) months from that date, unless earlier
terminated in accordance with paragraph 7 herein or extended as agreed to
between the parties. However, at the end of the first three (3) months, the
parties will review their relationship and if for any reason whatsoever either
party elects to terminate this Agreement, and upon written notice by either
party to the other, the Consulting Agreement will terminate.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning the implementation of a
marketing
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program to enable the Company to broaden the markets for its services and
promote the image of the company and its products and services; and to expand
the Company's food products which it sells and expand the territories where the
Company will operate.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be reasonably
requested by Consultant, and shall advise Consultant of any facts which would
affect the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all financial reports, all filings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services. The
Company shall provide Consultant with any publicly released news that may be of
material change to the Company in a timely fashion.
5. COMPENSATION.
The Company will immediately issue Consultant 150,000 shares of the
Company's Common Stock and Consultant shall have an option to purchase an
additional 500,000 shares of Common Stock at $.15 per share, as follows: as
partial compensation for the first three (3) months, Consultant shall have the
right to purchase 150,000 Common Shares at $.15 per share for a period of one
(1) year from the date of this agreement; if after three (3) months, the
Consulting Agreement is extended, Consultant shall have the option to purchase
150,000 shares of Common Stock at $.15 per share, exercisable for one (1) year
from the date of this Agreement. Furthermore, if the agreement is extended,
Consultant shall receive $5,000.00 in free trading stock of the Company.
6. REPRESENTATION AND INDEMNIFICATION.
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts, material information and
data which it supplies to Consultant and acknowledges its awareness that
Consultant will rely on such continuing representation in disseminating such
information and otherwise performing its advisory functions. Consultant in the
absence of notice in writing from the Company, will rely on the continuing
accuracy of material, information and data supplied by the company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
7. MISCELLANEOUS.
TERMINATION: This Agreement may be terminated during the first three
(3) months, only by written notice by either party to the other, setting forth a
material breach of this Agreement or for conduct which is detrimental to the
party or illegal.
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Thereafter, this Agreement may be terminated by either party upon written notice
to the other party, for any reason, which shall be effective five (5) business
days from the date of such notice.
MODIFICATION: This Consulting Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in a writing signed by both parties.
NOTICES: Any notice required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such party set forth above or to such
other address or facsimile telephone number as the party shall have furnished in
writing to the other party.
WAIVER: Any waiver by either party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
ASSIGNMENT: Neither this Consulting Agreement nor the Option granted
in paragraph 5 may be transferred or assigned.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
parties as of the date first above written.
N.U. PIZZA HOLDING CORPORATION CONSULTANT
By:___________________________ ______________________________
Ronald J. Gelet, President Jeff Forster
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LAW OFFICES OF
ERIC P. LITTMAN, P.A.
1428 BRICKELL AVENUE
EIGHTH FLOOR
MIAMI, FLORIDA 33131
MARK J. BRYN TEL.: (305) 372-3322
OF COUNSEL FAX: (305) 372-0280
February 24, 1997
N.U. Pizza Holding Corporation
722 Genevieve Street, Suite #G
Solana Beach, CA 92075
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be
filed by you with the Securities and Exchange Commission on or about December
17, 1996. In connection with the registration under the Securities Act of 1933,
as amended, of 6,800,000 shares of the Company's Common Stock,(exclusive of any
securities associated therewith, the "Stock") to be issued by the Company in
connection with said registration statement. As your counsel, we have examined
the proceedings relating to and action taken by you in connection with the
registration statement.
Based upon that examination, it is our opinion that the 6,800,000 shares of the
Stock that may be issued pursuant to the Registration Statement, when issued and
sold in the manner provide in the Registration Statement, will be validly
issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us in the Registration
Statement and any amendments thereto. In providing this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ ERIC P. LITTMAN
- -------------------
Eric P. Littman
EPL/ic
February 24, 1997
Board of Directors
N.C. Pizza Holding Corporation
15414 Cabrito Avenue, Suite A
Van Nays, CA 91406
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, I hereby consent to the incorporation by
reference in this registration statement of my report on the consolidated
financial statements and financial statements schedule in included in the annual
report on Form 10-K of N.U. Pizza Holding Corporation and Subsidiaries for the
year ended June 30, 1996, and references to my firm included in this S-8
Registration Statement.
/S/BENNET BLOCK ACCOUNTING CORPORATION
- --------------------------------------
Bennet Block Accounting Corporation
