SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 11, 1996
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INTERNATIONAL FAST FOOD CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 0-20203 65-0302338
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
1000 Lincoln Road, Suite 200, Miami Beach, Florida 33139
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (305) 531-5800
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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On June 10, 1996, Mitchell Rubinson, the Chairman of the
Board, Chief Executive Officer and President of International
Fast Food Corporation (the "Company") and his wife, Edda
Rubinson, subscribed for 2,200,000 shares of the Company's
common stock for an aggregate purchase price of one hundred
ten thousand dollars ($110,000.00). As a result of such
transaction, Mr. Rubinson and his wife beneficially own
3,650,000 shares of the Company's common stock or 57.71% of
the outstanding shares of common stock.
The Company used the proceeds from the sale of the shares to
permit the Company to make the semi-annual interest payment on
its 9% subordinated convertible debentures.
On June 15, 1996, the Company accrued but did not pay the June
15 dividend payments on the shares of its series A 6%
Convertible Preferred Stock. As of such date there were 43,560
shares of Preferred Stock issued and outstanding.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99. Subscription Agreement between International Fast Food
Corporation and Mitchell and Edda Rubinson.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL FAST FOOD CORPORATION
By: /s/ Mitchell Rubinson
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MITCHELL RUBINSON
President
DATED: June 24, 1996
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SUBSCRIPTION AGREEMENT
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INTERNATIONAL FAST FOOD CORPORATION
1000 Lincoln Road
Miami Beach, FL 33139
Gentlemen:
The undersigned is writing to advise you of the following terms and
conditions under which the undersigned hereby offers to subscribe (the "Offer")
for 2,200,000 Shares of the Common Stock of International Fast Food Corporation
(the "Company"), par value $.01 per share (the "Common Stock") upon the terms
set forth therein. The investment will be One hundred ten thousand ($110,000.00)
Dollars. All funds received will be deposited directly in the treasury of the
Company.
1. Subscription.
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Subject to the terms and conditions hereinafter set forth in this
Subscription Agreement, the undersigned hereby offers to purchase 2,200,000
shares of Common Stock for an aggregate purchase price of One hundred ten
thousand ($110,000.00) Dollars.
If the Offer is accepted, the shares shall be paid for by the
delivery of One hundred ten thousand ($110,000.00) Dollars by cash, check or
money order payable to the order of "INTERNATIONAL FAST FOOD CORPORATION," which
is being delivered contemporaneously herewith.
2. Conditions to Offer.
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The offering is made subject to the following conditions: (i)
that you shall have the right to accept or reject this Offer, in whole or in
part, for any reason whatsoever; and (ii) that the undersigned agrees to comply
with the terms of this Subscription Agreement and to execute and deliver any and
all further documents necessary to become a stockholder in the Company.
Acceptance of this Offer shall be deemed given by the
countersigning of this Subscription Agreement on behalf of the Company.
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3. Representations and Warranties of the Undersigned.
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The undersigned, in order to induce the Company to accept this
Offer, hereby warrants and represents as follows:
(A) The undersigned has sufficient liquid assets to sustain a
loss of the undersigned's entire investment.
(B) The undersigned represents that they are Accredited Investors
as that term is defined in Regulation D promulgated under the Securities
Act of 1933, as amended (the "Act"). In general, an "Accredited
Investor" is deemed to be an institution with assets in excess of
$5,000,000 or individuals with net worth in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 jointly with their spouse.
(C) The Company has not made any other representations or
warranties to the undersigned with respect to the Company or rendered
any investment advice.
(D) The undersigned has such knowledge and experience in
financial, investment and business matters that he is capable of
evaluating the merits and risks of the prospective investment in the
securities of the Company. The undersigned has consulted with such
independent legal counsel or other advisers as he has deemed appropriate
to assist the undersigned in evaluating his proposed investment in the
Company.
(E) The undersigned represents that they have adequate means of
providing for his current financial needs and possible personal
contingencies, and has no need for liquidity of investment in the
Company; (ii) can afford (a) to hold unregistered securities for an
indefinite period of time and (b) sustain a complete loss of the entire
amount of the subscription; and (iii) has not made an overall commitment
to investments which are not readily marketable which is
disproportionate so as to cause such overall commitment to become
excessive.
(F) The undersigned understands that the offer and sale of the
Common Stock is being made without the use of an offering memorandum and
the undersigned has been afforded the opportunity to ask questions of,
and receive answers from the officers and/or directors of the Company
acting on its behalf concerning the terms and conditions of this
transaction and to obtain any additional information, to the extent that
the Company possesses such information or can acquire it without
unreasonable effort or expense, necessary to verify the accuracy of the
information furnished; and have availed themselves of such opportunity
to the extent they consider appropriate in order to permit them to
evaluate the merits and risks of an investment in the Company. It is
understood
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that all documents, records and books pertaining to this investment have
been made available for inspection, and that the books and records of
the Company will be available upon reasonable notice for inspection by
investors during reasonable business hours at its principal place of
business.
(G) The undersigned acknowledges that the shares of Common Stock
have not been registered under the Act in reliance on an exemption for
transactions by an issuer not involving a public offering and further
understands that the undersigned is purchasing the Common Stock without
being furnished any prospectus setting forth all of the information that
may be required to be furnished under the Act.
(H) The shares of Common Stock being subscribed for are being
acquired solely for the account of the undersigned for personal
investment and not with a view to, or for resale in connection with, any
distribution.
(I) The undersigned represents and agrees that the undersigned
will not sell, transfer, pledge or otherwise dispose of or encumber the
shares except pursuant to the applicable rules and regulations under the
Act or applicable state securities laws, and prior to any such sale,
transfer, pledge, disposition or encumbrance, the undersigned will, upon
request, furnish the Company and its transfer agent with an opinion of
counsel satisfactory to the Company in form and substance that
registration under the Act and any applicable state securities laws is
not required.
(J) The undersigned hereby agrees that the Company may insert the
following or similar legend on the face of the Common Stock to be
issued, if required in compliance with the Act or state securities laws:
"These securities have not been registered under the
Securities Act of 1933, as amended ("Act"), or any state
securities laws and may not be sold or otherwise transferred
or disposed of except pursuant to an effective registration
statement under the Act and any applicable state securities
laws, or an opinion of counsel satisfactory to counsel to
the Company that an exemption from registration under the
act and any applicable state securities laws is available."
The undersigned certifies that each of the foregoing
representations and warranties set forth in subsections (A) through (J)
inclusive of this Section 3 are true as of the date hereof and shall
survive such date.
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4. Specific State Legends.
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FOR FLORIDA RESIDENTS ONLY: EACH FLORIDA RESIDENT WHO SUBSCRIBES
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FOR THE PURCHASE OF COMMON STOCK HEREIN HAS THE RIGHT, PURSUANT TO SECTION
517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT, TO WITHDRAW HIS SUBSCRIPTION
FOR THE PURCHASE AND RECEIVE A FULL REFUND OF ALL MONIES PAID WITHIN THREE (3)
BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION AGREEMENT OR PAYMENT FOR
THE PURCHASE HAS BEEN MADE, WHICHEVER IS LATER. WITHDRAWAL WILL BE WITHOUT ANY
FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER
NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH IN
THIS CONFIDENTIAL TERM SHEET INDICATING HIS INTENTION TO WITHDRAW.
SUCH LETTER OR TELEGRAM SHOULD BE SET AND POSTMARKED PRIOR TO THE END OF
THE AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH LETTER BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO
TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE ORALLY, IN PERSON OR
BY TELEPHONE TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE
REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.
5. Revocation.
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The undersigned agrees that they shall not cancel, terminate or
revoke this Subscription Agreement or any agreement of the undersigned made
hereunder and that this Subscription Agreement shall survive the death or
disability of the undersigned.
6. Termination of Subscription Agreement.
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If the Company elects to cancel this Subscription Agreement,
provided that it returns to the undersigned, without interest and without
deduction, all sums paid by the undersigned, this Offer shall be null and void
and of no further force and effect, and no party shall have any rights against
any other party hereunder.
7. Miscellaneous.
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(A) All notices or other communications given or made hereunder
shall be in writing and shall be mailed by registered or certified mail, return
receipt requested, postage prepaid, to the undersigned at his address set forth
below and to International Fast Food Corporation, 1000 Lincoln Road, Miami
Beach, Florida 33139.
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(B) This Subscription Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and may be
amended only by a writing executed by all parties.
(C) The provisions of this Subscription Agreement shall survive
the execution thereof.
8. Certification.
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The undersigned certifies that he has read this entire
Subscription Agreement and that every statement on his part made and set forth
herein is true and complete.
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date his signature has been subscribed and sworn to below.
INVESTOR:
/s/ Mitchell Rubinson /s/ Edda Rubinson
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MITCHELL RUBINSON, Husband EDDA RUBINSON, Wife
Tenancy by the Entireties Tenancy by the Entireties
INTERNATIONAL FAST FOOD CORPORATION
By:
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Authorized Officer
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