AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2000
REGISTRATION NO. 333-44948
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO THE
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERNATIONAL FAST FOOD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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FLORIDA 5812 65-0302338
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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MITCHELL RUBINSON
CHAIRMAN OF THE BOARD AND CEO
1000 LINCOLN ROAD, SUITE 200 INTERNATIONAL FAST FOOD CORPORATION
MIAMI BEACH, FLORIDA 33139 1000 LINCOLN ROAD, SUITE 200
(305) 531-5800 MIAMI BEACH, FLORIDA 33139
(Address and telephone number (305) 531-5800
of principal executive offices (Name, address and telephone number
and principal place of business) of agent for service)
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COPIES OF COMMUNICATIONS TO:
PAUL BERKOWITZ, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
TELEPHONE: (305) 579-0500
FACSIMILE: (305) 579-0717
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.[ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
================================ ============== ================= ======================== ================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SECURITY AGGREGATE OFFERING PRICE REGISTRATION FEE
-------------------------------- -------------- ----------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value(1). 46,145,038 $0.24(2) $11,144,508(3) $2,942.15
-------------------------------- -------------- ----------------- ------------------------ ----------------
Series B Convertible Preferred
Stock, $.01 par value......... 158,134 $100(4) $15,813,400 $4,174.74
================================ ============== ================= ======================== ================
<FN>
(1) Reflects shares of common stock issuable upon conversion of 158,134 shares
of Series B Convertible Preferred Stock, common stock issuable on
conversion of our 11% Convertible Senior Subordinated Discount Notes and
shares being sold by selling shareholders.
(2) Estimated solely for purposes of calculating the registration fee under
Rule 457(c) based on the last reported trade as published by the NASD OTC
Bulletin Board (the "OTC BB") on August 25, 2000, which was $0.24.
(3) Pursuant to Rule 457(i), does not include the shares of common stock which
would be acquired upon the conversion of shares of Series B Convertible
Preferred Stock being registered hereunder.
(4) Estimated solely for purposes of calculating the registration fee under
Rule 457 based on the liquidation value per share of Series B Convertible
Preferred Stock.
</FN>
</TABLE>
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has authority under Section 607.0850 of the Florida
Business Corporation Act to indemnify its directors and officers to the extent
provided for in such statute. The Company's Amended and Restated Articles of
Incorporation provide that the Company shall indemnify its officers and
directors to the fullest extent not prohibited by law, including indemnification
against liability under the Securities Act. The Company has also entered into
indemnification agreements with some directors and executive officers wherein it
has agreed to indemnify them to the fullest extent permitted by law.
The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of criminal
laws, unless the director had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) deriving an
improper personal benefit from a transaction, (c) voting for or assenting to an
unlawful distribution and (d) willful misconduct or conscious disregard for the
best interests of the Company in a proceeding by or in the right of the Company
to procure a judgment in its favor or in a proceeding by or in the right of a
shareholder. The statute does not affect a director's responsibilities under any
other law, such as the federal securities laws.
The effect of the foregoing is to require the Company to indemnify the
officers and directors of the Company for any claim arising against such persons
in their official capacities if such person acted in good faith and in a manner
that he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company under the foregoing provisions, the Company has been informed that in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the issuance and distribution
of the securities being registered will be borne by the Company, other than
underwriting commissions and discounts, and are as follows:
Securities and Exchange Commission registration fee...... $ 7,117
Legal fees and expenses.................................. $ 35,000
Accounting fees and expenses............................. $ 20,000
Printing................................................. $ 10,000
Miscellaneous............................................ $ 2,883
Total.................................................... $ 75,000
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In June, 2000, the Company issued 273,455 shares of common stock in
payment of $98,955 of dividends on the Series A Preferred Stock. Such sales was
exempt from the registration requirement under the Act.
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<PAGE>
ITEM 27. EXHIBITS.
(a) Exhibits:
EXHIBIT DESCRIPTION
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3.1 Articles of Incorporation, as amended (Incorporated by reference to the
Exhibit 3.1 filed with the Form 10-KSB for the year December 31, 1994)
3.2 Bylaws (Incorporated by reference to the Exhibit 3.2 filed with the
Registration Statement on Form S-1 (File No. 33-46784))
3.3 Amendment to Amended and Restated Articles of Incorporation
4.1 Specimen Common Stock Certificate (Incorporated by reference to the
Exhibit 3.3 filed with the Registration Satement on Form S-1 (File No.
33-46784))
4.3 Form of Indenture relating to 9% Convertible Subordinated Debentures
Due 2007 (including form of Debenture) (Incorporated by reference to
the Exhibit 4.3 filed with our Registration Statement on Form S-1 (File
No. 33-55284))
4.5 Warrant Agreement, dated January 14, 1994, between IFFC and Continental
Stock Transfer & Trust Company, including form of Warrants
(Incorporated by reference to Exhibit 4.5 of the same number filed with
the Form 10-KSB for the year ended December 31, 1993)
4.6 Unit Certificate (Incorporated by reference to Exhibit 4.6 of the same
number filed with the Form 10-KSB for the year ended December 31, 1993)
4.7 Series A 6% Convertible Preferred Stock Certificates (Incorporated by
reference to Exhibit 4.7 filed with the Form 10-KSB for the year ended
December 31, 1994)
10.1* 1993 Stock Option Plan (Incorporated by reference to the Exhibit 10.4
filed with our Registration Statement on Form S-1 (File No. 33-46784))
10.2* 1993 Directors Stock Option Plan (Incorporated by reference to the
Exhibit 10.5 filed with our Registration Statement on Form S-1 (File
No. 33-46784))
10.3 Product Distribution Agreement, dated September 21, 1994, between IFFC
and Logistic and Distribution Systems Sp.zo.o (Incorporated by
reference to the Exhibit 10.2 filed with the Form 10-QSB for the
quarter ended March 31, 1995)
10.4* Form of Indemnification Agreement between IFFC and each of IFFC's
Directors and Executive Officers (Incorporated by reference to the
Exhibit 10.9 filed with our Registration Statementon Form S-1 (File No.
33-46784))
10.5 Agreement to Assign Litigation Proceeds, dates as of January 25, 1996,
among IFFC, IFFP and Funding, with exhibirs including the Escrow
Indemnity Agreement among IFFC, IFFP, Funding and Escrow Agent
(Incorporated by reference to the Exhibit 10.1 filed the Form 8-K dated
January 30, 1996)
10.6 Amendment, dated August 31, 1995, to credit facility, dated January 28,
1993, between IFFP and AmerBank (Incorporated by reference the Exhibit
10.11 filed with the Form 10-KSB for the year ended December 31, 1995)
10.7 Credit Facility, dated February 1, 1996, between IFFP and AmerBank
(Incorporated by reference the Exhibit 10.20 fild with the Form 10-KSB
for the year ended December 31, 1995)
10.8 Credit Facility, dated February 12, 1993, between IFFC and AmeriBank in
Poland S.A. (Incorporated by reference to Exhibit 10.23 filed with the
Form 10-KSB for the fiscal year ended December 31, 1992)
10.9 Credit Facility, dated January 28, 1993, between IFFC and AmerBank in
Poland S.A. (Incorporated by reference to Exhibit 10.24 filed with the
Form 10-KSB for the fiscal year ended December 31, 1992)
10.10* Stock Option Agreement, dated as of May 21, 1992, between IFFC and
Mitchell Rubinson (Incorporated by reference to Exhibit 10.39 of the
same number filed with the Form 10-KSB for the year ended December 31,
1993)
10.11* Stock Option Agreement, dated as of February 1, 1993, between IFFC and
Mitchell Rubinson (Incorporated by reference to Exhibit 10.41 of the
same number filed with the Form 10-KSB for the year ended December 31,
1993)
10.12 Management Agreement, dated January 1, 1995, between IFFC and IFFP
(Incorporated by reference to Exhibit 10.46 filed with the Form 10-KSB
for the year ended December 31, 1994)
10.13 Credit Facility, dated February 23, 1994, between IFFC and American
Bank in Poland, S.A. (Incorporated by reference to Exhibit 10.49 filed
with the Form 10-KSB for the year ended December 31, 1994)
10.14 Restaurant Development Agreement dated March 14, 1997 between IFFC and
BKS (Incorporated by reference to Exhibit 99.1 filed with the Form 8-K
dated March 14, 1997)
10.15 Franchise Agreement dated March 14, 1997 between IFFC and BKC
(Incorporated by reference to Exhibit 99.2 filed with the Form 8-K
dated March 14, 1997)
10.16 Amendment to Agreement to Assign Litigation Proceeds, dated as of July
3, 1996, among IFFC, IFFP and Litigation Funding (Incorporated by
reference to Exhibit 10.1 filed with the Form 8-K dated July 3, 1996)
10.17 Agreement to Assign Litigation Proceeds, dated as of September 11,
1996, among IFFC and IFFP (14)
10.18 Promissory Note dated March 11, 1997 by International Fast Food
Corporation to Litigation Funding, Inc. (Incorporated by reference to
Exhibit 10.1 filed with the Form 10-QSB for the quarter ended dated
March 31, 1997)
10.19 Second Amendment to Agreement to Assign Litigation Proceeds dated March
13, 1997 between International Fast Food Corporation, International
Fast Food Polska Sp.zo.o and Litigation Funding, Inc. (Incorporated by
reference to Exhibit 10.2 filed with the Form 10-QSB for the quarter
ended dated March 31, 1997)
10.20 Agreement dated May 9, 1997, between Litigation Funding, Inc.,
International Fast Food Corporation and International Fast Food Polska
Sp.zo.o. (Incorporated by reference to Exhibit 10.3 filed with the Form
10-QSB for the quarter ended March 31, 1997)
10.21 Indenture dated November 5, 1997 (Incorporated by reference to Exhibit
10.01 filed with the Form 10-QSB for the quarter ended September 30,
1997)
10.22 Securities Purchase Agreement dated November 5,1997 (Incorporated by
reference to Exhibit 10.02 filed with the Form 10-QSB for the quarter
ended September 30, 1997)
10.23 Registration Rights Agreement dated November 5, 1997 (Incorporated by
reference to Exhibit 10.03 filed with the Form 10-QSB for the quarter
ended September 30, 1997)
10.24 Voting and Disposition Agreement dated November 5, 1997 (Incorporated
by reference to Exhibit 10.04 filed with the Form 10-QSB for the
quarter ended September 30, 1997)
10.25 Amendment to Restaurant Development Agreement dated as of February 24,
1999 by and among Burger King Corporation and IFFC (Incorporated by
reference to Exhibit 10.75 filed with the Form 10-KSB for the year
ended December 31, 1998)
10.26 Reimbursement Agreement dated as of February 24, 1999 by and among
IFFC, IFFP and Burger King Corporation (Incorporated by reference to
Exhibit 10.76 filed with the Form 10-KSB for the year ended December
31, 1998)
10.27 Agreement for the Transfer of Title to Shares By Way of Security dated
as of February 24, 1999 by and between IFFC, IFFP and Burger King
Corporation (Incorporated by reference to Exhibit 10.77 filed with the
Form 10-KSB for the year ended December 31, 1998)
10.28 General Release dated as of February 24, 1999 by and among Burger King
Corporation, IFFC, IFFP and Mitchell Rubinson (Incorporated by
reference to Exhibit 10.78 filed with the Form 10-KSB for the year
ended December 31, 1998)
10.29 Purchase Agreement dated as of February 24, 1999 by and among IFFC,
IFFP, Mitchell Rubinson and Burger King Corporation (Incorporated by
reference to Exhibit 10.79 filed with the Form 10-KSB for the year
ended December 31, 1998)
10.30 Credit Agreement dated February 24, 1999, as amended, between IFFP and
Citibank (Poland) S.A. (Incorporated by reference to Exhibit 10.80
filed with the Form 10-KSB for the year ended December 31, 1998)
10.31 Addendum dated March 17, 1999, by and among Burger King Corporation,
IFFC, IFFP and Mitchell Rubinson (Incorporated by reference to Exhibit
10.81 filed with the Form 10-KSB for the year ended December 31, 1998)
10.32 Letter Agreement dated March 18, 1999 between IFFC and Host Marriott
Services Corporation (Incorporated by reference to Exhibit 10.82 filed
with the Form 10-KSB for the year ended December 31, 1998)
10.33* Employment Agreement dated October 4, 1999 between IFFC and James F.
Martin (Incorporated by reference to Exhibit 10.1 filed with the Form
10-QSB for the quarter ended September 30, 1999)
10.34 Amendment to Restaurant Development Agreement dated as of October 21,
1999 by and among Burger King Corporation, IFFC and IFFP (Incorporated
by reference to Exhibit 10.2 filed with the Form 10-QSB for the quarter
ended September 30, 1999)
10.35 Amended and Restated Reimbursement Agreement dated as of October 21,
1999 by and among IFFC, IFFP and Burger King (Incorporated by reference
to Exhibit 10.3 filed with the Form 10-QSB for the quarter ended
September 30, 1999)
10.36 Amended and Restated Agreement for the Transfer of Title to Shares by
way of security dated as of October 21, 1999 by and between IFFC, IFFP
and Burger King Corporation (Incorporated by reference to Exhibit 10.4
filed with the Form 10-QSB for the quarter ended September 30, 1999)
10.37 General Release dated as of October 21, 1999 by and among Burger King
Corporation, IFFC, IFFP and Mitchell Rubinson (Incorporated by
reference to Exhibit 10.5 filed with the Form 10-QSB for the quarter
ended September 30, 1999)
10.38 Amended and Restated Purchase Agreement dated as of October 21, 1999 by
and among IFFC, Mitchell Rubinson, IFFP and Burger King Corporation
(Incorporated by reference to Exhibit 10.6 filed with the Form 10-QSB
for the quarter ended September 30, 1999)
10.39 Guarantee of Future Advances Agreement dated as of October 21, 1999 by
and among IFFC, Mitchell Rubinson, IFFP and Burger King Corporation
(Incorporated by reference to Exhibit 10.7 filed with the Form 10-QSB
for the quarter ended September 30, 1999)
10.40 Deferred Payment Agreement dated as of October 21, 1999 by and among
IFFC, IFFP and Burger King Corporation (Incorporated by reference to
Exhibit 10.8 filed with the Form 10-QSB for the quarter ended September
30, 1999)
10.41 Warrant to Subscribe for and purchase 4,000,000 shares of Common Stock
issued to Burger King Corporation (Incorporated by reference to Exhibit
10.9 filed with the Form 10-QSB for the quarter ended September 30,
1999)
10.42 Guaranty dated as of October 21, 1999 by and between Mitchell Rubinson
and Burger King Corporation (Incorporated by reference to Exhibit 10.10
filed with the Form 10-QSB for the quarter ended September 30, 1999)
10.43 Security and Pledge Agreement dated as of October 21, 1999 by and
between Mitchell Rubinson and Burger King Corporation (Incorporated by
reference to Exhibit 10.11 filed with the Form 10-QSB for the quarter
ended September 30, 1999)
10.44 Reimbursement and Fee Agreement dated as of October 14, 1999 by and
among IFFC and Mitchell Rubinson (Incorporated by reference to Exhibit
10.12 filed with the Form 10-QSB for the quarter ended September 30,
1999)
10.45* Employment Agreement dated January 1, 2000 between IFFC and Mitchell
Rubinson
14.1 Trademark Protection Certificate No. 74441; Trademark [logo] Burger
King; Owner: BKC (Incorporated by reference to Exhibit 14.1 filed with
the Form 10-KSB for the year ended December 31, 1994)
14.2 Trademark Protection Certificate No. 74442; Trademark [word] Whopper;
Owner: BKC (Incorporated by reference to Exhibit 14.2 filed with the
Form 10-KSB for the year ended December 31, 1994)
14.3 Trademark Protection Certificate No. 74443; Trademark [words] Burger
King; Owner: KC (Incorporated by reference to Exhibit 14.3 filed with
the Form 10-KSB for the year ended December 31, 1994)
21.1 Subsidiaries of IFFC
23.2 Consent of Independent Accountants
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes to:
(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the Securities
Act.
(ii) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) include any additional or changed material information on the plan of
distribution;
(2) for determining liability under the Securities Act, treat each such
post-effective amendment as a new registration of the securities
offered, and the offering of such securities at that time to be
initial bona fide offering; and
(3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. If 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
In accordance with 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 SB-2 and authorized this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned, in
the City of Miami, State of Florida on September 8, 2000.
INTERNATIONAL FAST FOOD CORPORATION
By: /S/ MITCHELL RUBINSON
---------------------------------------
Mitchell Rubinson,
Chairman of the Board, Chief Executive
Officer, President, Chief
Operating Officer and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mitchell Rubinson and Larry H. Schatz,
and each of them, his true and lawful attorney-in-fact and agents, with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, including a
Registration Statement filed pursuant to Rule 462 under the Securities Act of
1933, as amended, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
In accordance with 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 stated.
SIGNATURES TITLE(S) DATE
/S/ MITCHELL RUBINSON Chairman of the Board, September 8, 2000
----------------------- Chief Executive
Mitchell Rubinson Officer, President, Chief Operating
Officer and Chief Financial Officer
/S/ LARRY H. SCHATZ Director September 8, 2000
-----------------------
Larry H. Schatz
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