As Filed with the Securities and Exchange Commission on October 21,1996.
Registration No. 333-___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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QPQ CORPORATION
(Exact name of registrant as specified in its charter)
Florida 65-0423147
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Lincoln Road, Suite 206
Miami Beach, Florida 33139
(305) 674-8115
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Copies to:
Mitchell Rubinson Joel D. Mayersohn, Esq.
QPQ Corporation Atlas, Pearlman, Trop & Borkson, P.A.
1000 Lincoln Road, Suite 206 200 East Las Olas Boulevard, Suite 1900
Miami Beach, Florida 33139 Fort Lauderdale, Florida 33301
(305) 674-8115 (954) 763-1200
Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 number of the earlier effective registration
statement for the offering. [ ]
<PAGE>
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. [ ]
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Shares to be to be Price Per Offering Registration
Registered Registered Share (1) Price (1) Fee
- --------------------------------------------------------------------------------
Common Stock,
$.01 par value 4,552,500 $3.50 $15,932,000 $4,827.88
================================================================================
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act
of 1933, as amended (the "Securities Act"), based on the average of the
high and low sale price for the Common Stock, $.001 par value per share
(the "Common Stock") as reported by the National Association of Securities
Dealers Automated Quotation System (SmallCap) ("NASDAQ") on October 15,
1996.
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, as amended, or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
ii
<PAGE>
Subject to Completion, dated October 21, 1996
PROSPECTUS
4,552,500 Shares
QPQ CORPORATION
COMMON STOCK, PAR VALUE $.01 PER SHARE
This Prospectus (the "Prospectus") relates to the offer and sale of up to
4,552,500 shares (the "Shares") of Common Stock, $.01 par value (the "Common
Stock"), of QPQ Corporation (the "Company" or "QPQ") by certain Selling
Shareholders (the "Selling Security Holders"). The Shares were issued in various
financings and transactions undertaken by the Company.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
THE SECURITIES OFFERED HEREBY INVOLVE A SIGNIFICANT DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 9.
-----------------
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 October __, 1996.
[Front Cover Page Continues]
<PAGE>
The Selling Security Holders have advised the Company that they propose to
sell the Shares, from time to time, publicly through broker-dealers acting as
agents for others, or in private sales. See "Selling Security Holders" and "Plan
of Distribution." The Company will not receive any of the proceeds from the sale
of the Shares offered hereby by the Selling Security Holders.
The Company will pay all offering expenses for the offering, including (i)
the SEC registration fee, legal fees and expenses, blue sky fees, accounting
fees and expenses, printing expenses, and miscellaneous expenses, but will not
pay any discounts or commissions incurred by the Selling Security Holders in
connection with the sale of their shares of Common Stock.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company may be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048. Copies
of such material may be obtained from the Public Reference Section of the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. The Commission also maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission at http://www.sec.gov.
This Prospectus, which constitutes part of a Registration Statement filed
by the Company with the Commission under the Securities Act of 1933, as amended
(the "Act"), omits certain information contained in the Registration Statement
in accordance with the rules and regulations of the Commission. Reference is
hereby made to the Registration Statement and to the exhibits relating thereto
for further information with respect to the Company and the securities offered
hereby.
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<PAGE>
TABLE OF CONTENTS
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Page
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AVAILABLE INFORMATION.................................. 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...... 4
RISK FACTORS........................................... 5
THE COMPANY............................................ 9
USE OF PROCEEDS........................................ 10
SELLING SECURITY HOLDERS............................... 11
PLAN OF DISTRIBUTION................................... 12
DESCRIPTION OF SECURITIES.............................. 12
LEGAL MATTERS.......................................... 14
EXPERTS................................................ 14
INDEMNIFICATION........................................ 14
The Company's Common Stock is quoted on the National Association of
Securities Dealers Automated Quotation System (Small Cap) ("NASDAQ") under the
symbol "QPQQ", and on the Boston Stock Exchange ("BSE") under the symbol "QPQ".
On October 15, 1996, the closing price on NASDAQ for the Common Stock was $3.50.
There have been no recent reported trade on the BSE.
No person has been authorized to give any information or to make any
representations not contained in this Prospectus in connection with the offer
contained in this Prospectus, and if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Security Holders.
The Company will not receive any proceeds from the sale of Common Stock
for the account of the Selling Security Holders. The Company has informed the
Selling Security Holders that the anti- manipulative rules under the Exchange
Act of 1934, Rules 10b-6 and 10b-7, may apply to their sales in the market and
has furnished the Selling Security Holders with a copy of these rules. The
Company has also informed the Selling Security Holders of the need for delivery
of copies of this Prospectus in connection with any sale of securities
registered hereunder.
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<PAGE>
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN
THOSE TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
BUY, IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER IN SUCH JURISDICTION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
-----------------
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission.
The Company has previously and intends to furnish its stockholders with
annual reports containing audited financial statements and may distribute
quarterly reports containing unaudited summary financial information for each of
the first three quarters of each fiscal year.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the Commission are incorporated herein
by reference:
(a) Annual Report of the Company on Form 10-KSB and as amended by Form
10-KSB/A for the fiscal year ended December 31, 1995.
(b) Quarterly Reports of the Company on Form 10-QSB for the quarters
ended March 31 and June 30, 1996.
(c) Current Reports on Form 8-K dated September 27, 1996.
All reports and documents filed by the Company pursuant to Section 13, 14
or 15(d) of the Exchange Act shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective date of filing of such
documents. Any statement incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document, which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of the Prospectus has been
delivered, on the written or oral request of any such person, a copy of any or
all of the documents referred to above which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents. Written
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<PAGE>
requests for such copies should be directed c/o Corporate Secretary, QPQ
Corporation at the Company's principal executive office, 1000 Lincoln Road,
Suite 206, Miami Beach, Florida 33139.
RISK FACTORS
The securities offered hereby involve a high degree of risk. It is
impossible to foresee and describe all the risks and business, economic and
financial factors which may affect the Company. Prospective investors should
carefully consider the risk and speculative factors, as well as other matters
set forth elsewhere in this Prospectus, before making an investment in the
Company.
HISTORY OF UNPROFITABILITY; SUBSTANTIAL RECENT OPERATING LOSSES AND ACCUMULATED
DEFICIT
Since it commenced operation the Company has not been profitable on a
quarterly or annual basis. At June 30, 1996, the Company had an accumulated
deficit of $5,399,034. The report of the Company's independent accountants, on
their audit for the year ended December 31, 1995 contains an explanatory
paragraph indicating that the condition discussed above, among others, raise
substantial doubt about the Company's ability to continue as a going concern.
During the six months ended June 30, 1996, the Company experienced a net loss of
$1,175,164. Losses are continuing and the Company expects to incur losses from
operations at least through the end of the current fiscal year. The Company's
ability to achieve profitability will depend upon acceptance of the products and
services it provides. There can be no assurance that the Company will be
profitable.
LIQUIDITY AND CAPITAL RESOURCES; NEED FOR ADDITIONAL FINANCING
The Company's working capital was approximately $155,404 at June 30, 1996.
Any implementation of the Company's business plan with respect to the operation
of its Domino's Stores (the "QPQ Operations Plan") and QPQ Medical's business
plan with respect to the operation of its medical centers (the "QPQ Medical
Operations Plan") may require resources greater than those currently available
to the Company. Except for a limited credit line, the Company has no current
arrangements with respect to, or sources of, additional financing, and it is not
presently contemplated that the Company's principal shareholders, will provide
any portion of the Company's future financing requirements. There can be no
assurance that financing transactions can be effected in a timely manner to meet
all the Company's needs, or at all, or that any such transactions will be on
terms acceptable to the Company or in the interest of its shareholders.
5
<PAGE>
DEPENDENCE UPON DEVELOPMENT AGREEMENT PLAN OF OPERATIONS
The QPQ Operations Plan through its wholly owned subsidiary Pizza King
Polska sp.Zo.o.("PKP") is dependent upon the development agreement with Domino's
Pizza Stores (the "Development Agreement") pursuant to which the Company has the
exclusive rights to develop, operate and in certain circumstances, franchise to
unrelated parties Domino's Pizza Stores. The Development Agreement requires,
among other things, to open and operate, either through affiliates of the
Company or unrelated third parties ("Nonaffiliated Franchisees") at least 50
Domino's Stores with a schedule that obligates the Company or its Nonaffiliated
Franchisees to open 8 stores in 1996 and 5, 6 or 7 for each of the following 7
years. In 1996 QPQ has not opened any stores. Although the Company is currently
not in default of the Development Agreement, there can be no assurance that the
Company will be able to own and operate Domino's Stores in accordance with the
specified schedule, or that the failure to do so would not result in termination
of the Development Agreement. Successful implementation of QPQ's Development
Plan is contingent upon QPQ identifying and engaging Nonaffiliated Franchisees
with the financial and other resources capable of developing and opening
Domino's Stores in accordance with the development schedule or securing
additional debt or equity financing to permit QPQ to develop the Domino's Store
in accordance with the development schedule. Successful implementation of the
QPQ Development Plan is also contingent upon the Company's ability to
economically supervise, provide technical support and distribute food products
from QPQ's commissary to Nonaffiliated Franchisees. The Company has no
experience in identifying, engaging, supervising, or providing technical
assistance to Nonaffiliated Franchisees. Further, QPQ has not yet identified nor
engaged any Nonaffiliated Franchisees which may develop and operate future
Domino's Stores. Accordingly, there can be no assurance the Company will be able
to successfully implement its QPQ Operations or Development Plan or that
unanticipated expenses, problems or difficulties will not result in material
delays in its implementation.
RISKS OF NEW PHASE OF DEVELOPMENT
The Company has invested substantially in the development of its QPQ
Medical Centers. The centers offer general medical services including offering a
doctor supervised weight loss programs. However, there can be no assurance that
the Company will be successful in commercializing these centers. Aside from Dr.
Rabinowitz's experience practicing bariatric medicine, the treatment of obesity,
neither the Company and its management has the experience developing, operating
or marketing these types of centers. Although the Company believes that there is
a need for its services in South Florida, it has not performed formal market
studies of the South Florida market. Results of operations from QPQ Medical in
the future will be influenced by numerous factors,
6
<PAGE>
including market acceptance of QPQ Medical's services, the ability of QPQ
Medical to successfully control its costs of development, overhead and other
costs and manage its operations, the capacity of the Company to develop and
manage the introduction of new centers, and by competition. There can be no
assurance that revenue growth or profitability on a quarterly or annual basis
will be achieved. Accordingly, there can be no assurance that the Company will
be able to implement the QPQ Medical Operations, business plan, expand its
operations and develop and sustain profitable operations.
Competition
The Company is engaged in certain highly competitive and rapidly changing
businesses. QPQ faces competition from a number of American fast food
franchisors and their licensees operating in Poland, including Pizza Hut,
McDonald's, Kentucky Fried Chicken and Burger King. QPQ also encounters
competition from a broad range of existing Polish restaurants and food service
establishments, including local fast food restaurants offering products that are
familiar to Polish customers and have achieved broad market acceptance, as well
as existing restaurants offering American style fast food including pizza. There
can be no assurance QPQ will be able to compete with the fast food franchisors
and their licensees in Poland. Furthermore, there can be no assurance QPQ will
gain market acceptance.
QPQ Medical's closest competitors are medical doctors specializing in
practicing bariatric medicine, and a wide variety of non-medically supervised
weight loss services and/or their franchisees, which services include commonly
known national systems as the Cambridge Diet, Jenny Craig, Nutri-System and
Weight
Watchers.
QPQ and QPQ Medical recognize that many of its competitors has
significantly greater financial and other resources than QPQ and QPQ Medical.
MAINTENANCE CRITERIA FOR NASDAQ SECURITIES; DISCLOSURE RELATING TO LOW PRICED
STOCKS
The National Association of Securities Dealers, Inc. ("NASD"), which
administers Nasdaq requires that in order to be included in the Nasdaq Small Cap
Market, a company must maintain $2,000,000 in total assets, a $200,000 market
value of the public float and $1,000,000 in total capital and surplus. In
addition, continued inclusion requires two market makers and a minimum bid price
of $1.00 per share; provided, however, that if a company falls below such
minimum bid price, it will remain eligible for continuing inclusion in Nasdaq if
7
<PAGE>
the market value of the public float is at least $1,000,000 and the company has
$2,000,000 in capital and surplus. Currently, QPQ satisfies all Nasdaq Small Cap
Market requirements. The failure to meet these maintenance criteria in the
future may result in the discontinuance of the inclusion of the Company's Common
Stock on the Nasdaq Small Cap Market. In such event, trading, if any, and the
Common Stock may then continue to be included in the Non-Nasdaq Over-the-Counter
Market which are more commonly referred to as the "pink sheets." As a result, an
investor may find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of the Common Stock. In addition, the sale of
the Company's Common Stock would be subject to a rule promulgated by the
Securities and Exchange Commission that, if the Company fails to meet certain
criteria set forth in such rules would impose various sales practice
requirements on broker-dealers who sell securities governed by the rule to
established customers and accredited investors. For these types of transactions,
the broker-dealer must make a special suitability determination for the
purchaser and have received the purchaser's written consent to the transaction
prior to sale. Consequently, the rule may have an adverse effect on the ability
of broker-dealers to sell the Common Stock of the Company.
The Commissions has adopted regulations which define a "penny stock" to be
an equity security that has a market price (as defined) of less than $5.00 per
share, subject to certain exceptions including securities authorized for
quotation on the Nasdaq Small Cap Market. For any transaction involving a penny
stock, unless exempt, the rules require the delivery, prior to any transaction
in a penny stock, of a disclosure schedule prepared by the Commission relating
to the penny stock market. Disclosure also has to be made about commissions
payable to both the broker-dealer and the registered representative, and about
certain quotations for the securities. Finally, monthly statements must be sent
disclosing certain recent price information for the penny stock held in the
account any information on a limited market in penny stocks.
NO DIVIDENDS ON COMMON STOCK
The Company has not paid any cash dividends on its Common Stock since its
inception and does not anticipate paying cash dividends on its Common Stock in
the foreseeable future. The future payment of dividends is directly dependent
upon future earnings of the Company, its financial requirements and other
factors to be determined by the Company's Board of Directors. For the
foreseeable future, it is anticipated that any earnings which may be generated
from the Company's operations will be used to finance the growth of the Company
and will not be paid to holders of Common Stock.
8
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VOLATILITY OF STOCK PRICE
The market price of the Company's Common Stock has fluctuated
substantially since the Company's initial public offering in September 1993. The
Company believes that a variety of factors could cause the price of the
Company's Common Stock to fluctuate substantially, including, for example,
announcements of developments related to the Company's business, liquidity and
financial viability, fluctuations in the Company's operating results, general
conditions in the business in which the Company operates and changes in the
Polish economy. In addition, in recent years, the stock market in general and
the market for shares of small capitalization stocks in particular has
experienced extreme price fluctuations which have often been unrelated to the
operating performance of affected companies. Such fluctuations could adversely
affect the market price of the Company's Common Stock and ability to obtain
additional financing.
AUTHORIZATION OF PREFERRED STOCK
The Board of Directors is authorized to issue shares of preferred stock
and to fix the dividend, liquidation, conversion, redemption and the rights,
preferences and limitations of such shares without any further vote or action of
the stockholders. Accordingly, the Board of Directors is empowered, without
stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power
of other rights of the holders of the Company's Common Stock. In the event of
issuance, the preferred stock could be utilized, under certain circumstances, as
a method of discouraging and delaying or preventing a change of control of the
Company. Although the Company has no present intention to issue any additional
shares of its preferred stock, there can be no assurance that the Company will
not do so in the future.
RISKS OF MEDICAL PROTOCOLS
Although QPQ Medical's weight loss system incorporates a variety of weight
loss techniques, each of which QPQ Medical believes are safe, QPQ Medical
recognizes that it may be subject to lawsuits if individuals using the QPQ
Medical program coincidentally experience medical problems. QPQ Medical is
subject to the risk that new medical discoveries may question the safety or
effectiveness of QPQ Medical's program, it may be required to devote an
inordinate amount of its available cash and managerial resources defending
itself against and/or settling claims and that, it may be subject to liability
for claims in which the offered proof that QPQ Medical services were the cause
of the claimant's injuries are accepted by a court regardless whether, in QPQ
Medical's opinion, they are unsubstantiated by medical or scientific knowledge.
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QPQ Medical maintains liability, business interruption and medical malpractice
insurance which it believes to be adequate for its needs although there can be
no assurance that such insurance will adequately cover the claims of any
potential third parties that use the QPQ Medical program. Currently there is no
pending or threatening litigation involving QPQ.
THE COMPANY
QPQ Corporation develops and operates Domino's Pizza Stores and until
October 1996 operated a cafe style restaurant in the Republic of Poland. In
October 1996, Cafe Renaissance was sold for an aggregate amount of $250,000
which comprised of a $70,000 promissory note and the balance in cash. QPQ
has the exclusive right to develop, operate and, with the exception of Domino's
Stores developed in Warsaw, Poland, franchise to unrelated third parties
Domino's Stores in Poland pursuant to the Domino's Development Agreement as
amended to date, with a wholly owned subsidiary of Domino's Pizza, Inc. QPQ
has also entered into the commissary agreement with the wholly owned subsidiary
of Domino's pursuant to which QPQ has been granted the exclusive right to open
and operate a commissary for all Domino's Stores in Poland for the 10-year
term of the Domino's Development Agreement and renewal term. QPQ opened a
Domino's Store in each of March 1994, May 1994 and August 1994.
Since August 1995, QPQ Medical has been in the business of developing
and/or operating centers which offer primary care, medical services and
medically supervised weight loss programs. The weight loss programs use a
protocol which integrates systems and routines of nutrition management, exercise
and prescribed medication and certain other medical services to address the
weight loss and non-weight loss related medical problems of its patients. In
January, April, July, and September, 1996, QPQ opened its first four medical
centers. QPQ Medical's medical centers are located in Kendall, Aventura, Fort
Lauderdale and Boca Raton, Florida. QPQ Medical intends to maintain its
operations in South Florida for the immediate future.
The Company was incorporated in the State of Florida on July 6, 1993. The
Company's executive offices are located at 1000 Lincoln Road, Suite 206, Miami
Beach, Florida 33139, and its telephone number is (305) 674-8115.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
for the account of the Selling Security Holders.
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SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holders,
the amount of shares of Common Stock held directly or indirectly or underlying
the Warrants and other derivative securities of the Company owned by the Selling
Security Holders on the date hereof, the amount of shares of Common Stock to be
offered by the Selling Security Holders, the amount to be owned by the Selling
Security Holders following sale of such shares of Common Stock and the
percentage of shares of Common Stock to be owned by the Selling Security Holders
following completion of such offering. As of September 30, 1996, there were
issued and outstanding 7,557,012 shares of Common Stock of the Company as to
which the percentages referred to below are based.
<TABLE>
<CAPTION>
Percentage
Percentage Shares to be to be Owned
Name of Selling Number of Shares to Owned Before Owned After After
Security Holder Shares Owned be Offered Offering Offering Offering
- --------------- ------------ ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Marilyn Rubinson(1) 1,056,000 1,006,000 13.97% 50,000 (1) *
Mitchell Rubinson(2) 2,946,500 2,546,500 39.00% 400,000 (2) 5.29%
Nigel Norton(3) 1,100,000 1,000,000 14.56% 100,000 1.32%
- ----------------
</TABLE>
* Less than one percent
(1) Ms. Rubinson is the mother of Mr. Rubinson. Such figure includes Warrants
to purchase 50,000 shares of Common Stock at an exercise price of $6.60
per share.
(2) Such figure includes options to purchase 100,000 shares of Common Stock
pursuant to the Company's 1993 Stock Option Plan (Amended) that are
immediately exercisable at an exercise price of $.69 per share. Such
figure includes options to purchase 100,000 shares of Common Stock
pursuant to the Stock Option Plan that are immediately exercisable at an
exercise price of $1.5625 per share. Such figure includes 39,500 shares of
Common Stock owned by Mr. Rubinson's wife. Such figures does not include
shares of the Company's Common Stock beneficially owned by Mr. Rubinson's
parents or children, which he disclaims beneficial ownership of.
(3) Mr. Norton is the brother-in-law of Mitchell Rubinson. Such figure does
not include shares of the Company's Common Stock beneficially owned by Mr.
Norton's wife or her children. Mr. Norton disclaims beneficial ownership
of the shares owned by his immediate family members.
The Company has agreed to pay for all costs and expenses incident to the
issuance, offer, sale and delivery of the Shares, including, but not limited to,
all expenses and fees of preparing, filing and printing the Registration
Statement and Prospectus and related exhibits, amendments and supplements
thereto and mailing of such items. The Company will not pay selling commissions
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and expenses associated with any such sales by the Selling Security Holders. The
Company has agreed to indemnify the Selling Security Holders against civil
liabilities including liabilities under the Securities Act of 1933. The Selling
Security Holders have advised the Company that sales of the Shares may be made
from time to time by or for the account of the Selling Security Holders in one
or more transactions in the over-the-counter market, in negotiated transactions
or otherwise, at prices related to the prevailing market prices or at negotiated
prices.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Security Holders.
Such sales may be made in the over-the-counter market or otherwise at prices and
at terms then prevailing or at prices related to the then current market price,
or in negotiated transactions. The Shares may be sold by one or more of the
following methods: (i) a block trade in which the broker or dealer so engaged
will attempt to sell the Shares as agent for the Selling Security Holder; (ii)
ordinary brokerage transactions; (iii) transactions in which the broker solicits
purchasers and (iv) privately negotiated transactions. In effecting sales,
brokers or dealers engaged by the Selling Security Holders may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions
from the Selling Security Holders in amounts to be negotiated immediately prior
to the sale. Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act in connection with such sales.
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 100,000,000 shares of
Common Stock par value $.01 per share, of which 7,557,012 shares were
outstanding as of September 30, 1996. The Company is also authorized to issue up
to 1,000,000 shares of Preferred Stock, par value $.001 per share, of which no
shares of Series A Preferred Stock are outstanding as of September 30, 1996.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held
of record on all matters to be voted on by Shareholders. There is no cumulative
voting with respect to the election of directors, with the result that the
holders of more than 50 percent of the shares voted for the election of
directors can elect all of the directors. The holders of Common Stock are
entitled to receive dividends when as and if declared by the Board of Directors
out of funds legally available therefor. In the event of liquidation,
dissolution or winding up of the Company, the holders of Common Stock are
entitled to share ratably in all assets remaining available for distribution to
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them after payment of liabilities and after provision has been made for each
class of stock, if any, having preference over the Common Stock. Holders of
shares of Common Stock, as such, have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
Common Stock. All of the outstanding shares of Common Stock are fully paid and
nonassessable.
PREFERRED STOCK
The Company is authorized to issue preferred stock with such designation,
rights and preferences as may be determined from time to time by the Board of
Directors. Accordingly, the Board of Directors is empowered, without shareholder
approval, to issue preferred stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the holders of the Common Stock. In the event of issuance, the
preferred stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company.
WARRANTS
The Company has outstanding Warrants entitling the registered holder
thereof to purchase one share of Common Stock at a price of $6.60 at any time
through September 22, 1998. The number of shares purchasable upon exercise of
the Warrants and the exercise price of the Warrants are subject to adjustment
upon the occurrence of specified events, including stock dividends, stock
splits, reorganizations or certain other occurrences, all as set forth in the
Warrant Agreement. There will be no adjustment for the payment of any cash
dividends by the Company on its Common Stock.
The Warrants are redeemable in whole but not in part, at the option of the
Company, at any time on not less than 30 days prior written notice at a
redemption price of $.05 per Warrant, provided that the closing bid price of the
Common Stock as reported by NASDAQ during a period of 20 consecutive trading
days ending within ten days prior to the date on which notice of redemption is
given equals or exceeds $9.00 per share. A holder may exercise his or her
Warrants up to the date of redemption.
The Warrant Agreement provides that the Company and the Warrant Agent may,
without the consent or concurrence of the holders of the Warrants, make changes
in the Warrant Agreement which, in summary, are changes required by reason of
any ambiguity, manifest error or other mistake in the Warrant Agreement, or that
do not adversely effect, alter or change the interests of the registered holders
of the Warrants. If the exercise price of the Warrants should ever be
temporarily reduced, which the Company does not contemplate, the Company will
comply with the issuer self- tender offer rules contained in Rule 13e-4 and
Schedule 13E-4 promulgated under the Securities Exchange Act of 1934, as amended
(the "1934 Act").
13
<PAGE>
No Warrant will be exercisable unless at the time of exercise the Company
had filed with the Commission a current prospectus covering the shares of Common
Stock issuable upon exercise of such Warrant and such shares of Common Stock
have been registered or qualified or deemed to be exempt under the securities
laws of the state of residence of the holder of such Warrant. The Company will
use its best efforts to have all shares of Common Stock so registered or
qualified on or before the exercise date and to maintain a current prospectus
relating thereto until the expiration of the Warrants, subject to the terms of
the Warrant Agreement. While it is the Company's intention to do so, there is no
assurance that it will be able to do so.
TRANSFER AGENT
The transfer agent for the shares of Common Stock is Continental Stock
Transfer & Trust Company, 2 Broadway, New York, New York 10004.
LEGAL MATTERS
Certain legal matters in connection with the Shares being offered hereby
will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson, P.A.,
200 East Las Olas Boulevard, Suite
1900, Fort Lauderdale, Florida 33301.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-KSB for the year ended December 31, 1995, have been
so incorporated in reliance on the report (which contains an explanatory
paragraph relating to the Company's ability to continue as a going concern as
described in Note 1 to the financial statements) of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
INDEMNIFICATION
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 Articles of Incorporation provide the Company
shall indemnify and make sure its officers and directors the fullest extent not
prohibited by law. The Company has also entered into an agreement with each of
its directors and executive officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law.
14
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended maybe 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
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 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 appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
15
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The following table sets forth the estimated expenses, all of which are
being paid by the Company, in connection with this offering.
Registration fee........................ $ 4,827.88
Legal fees and expenses................. 10,000.00*
Blue sky qualification fees
and expenses......................... 2,500.00*
Accounting fees and expenses............ 6,000.00*
Printing expenses....................... 1,500.00*
Miscellaneous........................... 172.12*
---------
Total $25,000.00*
*Estimated
Item 15. 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 articles of incorporation provide the Company
shall indemnify and make sure its officers and directors the fullest extent not
prohibited by law. The Company has also entered into an agreement with each of
its directors and executive officers wherein it has agreed to indemnify each of
them to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended maybe 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
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 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 appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
i
<PAGE>
Item 16. Exhibits.
--------
Exhibits
Exhibit No. Description of Exhibits
- ----------- -----------------------
1.1 Form of Underwriting Agreement, dated ___________,
1993, between QPQ and Reich & Co., Inc.1
3.1 QPQ's Articles of Incorporation1
3.2 Amendments to QPQ's Articles of Incorporation1
3.3 QPQ's Bylaws1
4.1 Form of QPQ's Common Stock Certificate4
4.2 Form of Warrant Agreement between QPQ and Reich &
Co., Inc. (the "Underwriter") (including form of
Underwriter's Warrants)1
4.3 Form of Warrant Agreement between QPQ and
Continental Stock Transfer & Trust Company
(including form of Warrants)1
5.1 Opinion of Atlas, Pearlman, Trop & Borkson, P.A. as
to the validity of the securities being
registered.*
10.1 Domino's Development Agreement dated as of June 11,
1993, between Capital Brands and Domino's
(including form of Standard Franchise Agreement and
Know-How and Technical Knowledge, License and
Management Agreement) (the "Development Agreement")1
10.2 Assignment and Assumption Agreement, dated as of
July 16, 1993, between QPQ and Capital Brands
assigning the Development Agreement to QPQ1
10.3 QPQ's Stock Option Plan, as amended1
10.4 QPQ's Directors Stock Option Plan1
10.5 Employment Agreement, effective as of July 23,
1993, between QPQ and Mitchell Rubinson1
10.6 Amendment to Domino's Development Agreement, dated
March 7, 1995, between QPQ and Domino's (10.1)7
10.7 Amendments to Employment Agreement, effective
March 31, 1995, between QPQ and Mitchell Rubinson9
10.8 Form of Indemnification Agreement between QPQ and
each of QPQ's Directors and Executive Officers1
10.9 Letter Amendment to Master Franchise Agreement,
dated November 13, 1995, from Domino's to QPQ13
10.10 Credit Facility, dated January 26, 1995, and credit
facility amendment dated February 15, 1996, between
PK Polska and AmerBank (10.1)10
10.11 Stock Option Agreement, dated as of September 22,
1993, between QPQ and Mitchell Rubinson4
10.12 Amendment, dated May 25, 1995, to lease, dated
July 20, 1993, between Corporate Srodmiescie and
Pizza King Polska (10.1)1
10.13 Office Site Lease, dated February 28, 1984, between
QPQ and the Managing Board of Municipality of
Ochora4
ii
<PAGE>
10.14 Domino's Store Site Lease, dated November 254,
1993, between QPQ and Cogik4
10.15 Domino's Store Site Lease and Lease Option, dated
January 17, 1994, between PTTK, IFFC and QPQ4
10.16 Domino's Store Site Sublease, dated January 17,
1994, between Ambrozja, IFFC and QPQ4
10.17 Domino's Store Site Sublease, dated January 17,
1994, between Hofmokl, IFFC and QPQ4
10.18 Amendment to Credit Facility, dated April 22, 1994,
between Northern Trust Bank of Florida, N.A. and
QPQ4
10.19 Restaurant Site Lease, dated November 10, 1993,
between QPQ, Jan Kosmowski, Justine Kosmowski,
Irene Kosmowski and Krystof Kosmowski4
10.20 Schedule of Standard Franchise Agreements as of
March 30, 1995 (form Standard Franchise Agreement
filed with Domino's Development Agreement)9
10.21 First Amendment to Consulting Agreement, dated
July 27, 1994, between QPQ and IFFC (10.1)5
10.22 Restaurant Site Lease dated July 20, 1994 between
Corporate Srodmiescie and multi-business company
ABJ-POL, Ltd. (10.2)5
10.23 Assignment Agreement dated May 28, 1994 between
Pizza King Polska and Krak-Wien (10.3)5
10.24 Agreement dated May 13, 1994 between QPQ and Beata
Najgrodzki (10.4)5
10.25 Credit Agreement No. 11/94 between Pizza King
Polska and American Bank in Poland S.A. dated
January 31, 1994, amended as of September 26, 1994
(10.1)6
10.26 Guarantee dated September 26, 1994 to American Bank
in Poland S.A. from QPQ (10.2)6
10.27 Amendment, dated November 2, 1994, to the
Assignment Agreement entered into on May 28, 1994
between Pizza King Polska and Krak-Wien (10.3)6
10.28 Amendment, dated November 2, 1994, to the agreement
entered into on May 13, 1994 between QPQ
Corporation and Beata Najgrodzki (10.4)6
10.29 Domino Store Site Sublease Agreement, dated
January 17, 1994, between IFFP and Pizza King
Polska and Ambrozja [Parnas]9
10.30 Domino Store Site Sublease Agreement, dated
January 17, 1994, between IFFP and Pizza King
Polska and Hofmokl [Parnas]9
10.31 Lease Agreement, dated March 9, 1994, between Pizza
King Polska and "Iron Gate" Housing Cooperative
[John Paul]9
10.32 Sublease Termination Agreement, dated _______ 21,
1994, between Pizza King Polska and AWAL Sp.zo.o.
[John Paul]9
iii
<PAGE>
10.33 Weight Loss Center Site, dated September 1995,
between QPQ Medical and M.C.H. Medical Center, Ltd.
(10.1)12
10.34 Weight Loss Center Site, dated November 1, 1995,
between QPQ Medical and Aventura Corporate Center
(10.2)12
10.35 License Agreement, dated November 9, 1995, between
QPQ Medical and Weight Loss Associates (QPQ has
requested of the Securities and Exchange Commission
that certain portions of the License Agreement
receive confidential treatment) (10.3)12
10.36 Physician Employment Agreement, dated December 27,
1995, between QPQ Medical and Dr. Beth D. Yedwab,
M.D. (10.36)10
10.37 Physician Employment Agreement, dated December 13,
1995, between QPQ Medical and Dr. Jose David
Suarez, M.D. (10.37)13
10.38 Amendment, dated January 19, 1996, to Credit
Facility dated January 31, 1995 between PKP and
AmerBank (10.38)13
10.39 Amendment, dated November 24, 1995, to Credit
Facility dated January 26, 1995, between PKP and
AmerBank (10.39)13
10.40 Lease Agreement, dated March 18, 1996, between QPQ
Medical Weight Loss Centers, Inc. an Howard B.
Goldman and Sue E. Goldman (10.40)13
10.41 Termination of Consulting Agreement between IFFC
and QPQ*
21.1 Subsidiaries of QPQ (10.41)*
23.1 Consent of Independent Accountants*
23.2 Consent of Atlas, Pearlman, Trop & Borkson, P.A.
(incorporated in opinion included in Exhibit 5.1)
1 Incorporated by reference to the exhibit of the same number filed with
QPQ's Registration Statement on Form S-1 (File No. 33-66862).
2 Incorporated by reference to the exhibit number indicated filed with
QPQ's Registration Statement on Form S-1 (File No. 33- 66862).
3 Incorporated by reference to the exhibit number indicated filed with
QPQ's Form 10-QSB for the quarterly period ended September 30, 1993.
4 Incorporated by reference to the exhibit of the same number filed with
QPQ's Form 10-KSB for the year ended December 31, 1993.
5 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 10-QSB for the quarterly period ended June 30, 1994.
iv
<PAGE>
6 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 10-QSB for the quarterly period ended September 30, 1994.
7 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 8-K dated March 8, 1995.
8 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 8-K dated March 30, 1995.
9 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 10-KSB for the year ended December 31, 1994.
10 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 10-QSB for the quarter ended March 31, 1995.
11 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 10-QSB for the quarter ended June 30, 1995.
12 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 10-QSB for the quarter ended September 30, 1995.
13 Incorporated by reference to the exhibit of the number indicated filed
with QPQ's Form 10-KSB for the year ended December 31, 1995.
* Filed herewith.
Item 17. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities 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 which,
individually or together, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any additional or changed material
information with respect to the plan of distribution.
v
<PAGE>
(2) For determining any liability under the Securities Act of 1933,
as amended, treat each post-effective amendment as a new registration
statement relating to the securities offered, and the offering of the
securities at that time to be the initial bona fide offering.
(3) To file a post-effective amendment to remove any of the
securities that remain unsold at the end of the offering.
(b) The undersigned Registrant hereby undertakes to provide to the
Underwriter at the closing specified in the Underwriting Agreement certificates
in such denominations and registered in such names as required by the
Underwriter to permit prompt deliver to each purchaser.
(c) The undersigned Registrant hereby undertakes that:
(1) For determining any liability under the Securities Act of 1933,
as amended, treat the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as
amended, as part of this Registration Statement as of the time the
Commission declared it effective.
(2) For determining any liability under the Securities Act of 1933,
as amended, treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities offered in
the Registration Statement, and that offering of the securities at that
time as the initial bona fide offering of these securities.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "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 Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
vi
<PAGE>
(e) The undersigned Registrant hereby undertakes that:
(1) For determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant under Rule 424(b)(1), or (4), or
497(h) under the Securities Act as part of this Registration Statement as
of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, treat
each post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the Registration
Statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
vii
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami Beach, State of Florida, on October 21,
1996.
QPQ CORPORATION
By: /s/ Mitchell Rubinson
----------------------------------------
Mitchell Rubinson, President
and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
- --------- ----- ----
/s/ Mitchell Rubinson President, Principal
- ------------------------ Executive Officer
Mitchell Rubinson and Director October 21, 1996
/s/ Mark Rabinowitz Vice Chairman
- ------------------------ and Director October 21, 1996
Mark Rabinowitz
/s/ Jim Martin Principal Financial and
- ------------------------ Accounting Officer October 21, 1996
Jim Martin
viii
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
Direct Line: (954) 766-7816
October 15, 1996
QPQ Corporation
1000 Lincoln Road, Suite 206
Miami Beach, Florida 33139
Re: Registration Statement on Form S-3; QPQ Corporation
(the "Company"), 4,547,500 Shares of Common Stock
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to the registration by the
Company of the resale of 4,547,500 shares of Common Stock, par value $.01 per
share (the "Common Stock") to be sold by the Selling Security Holders designated
in the Registration Statement. The shares of Common Stock to be sold consist of
4,547,500 shares of Common Stock currently outstanding.
In our capacity as counsel to the Company, we have examined the original,
certified, conformed, photostat or other copies of the Company's Certificate of
Incorporation (as Amended), By-Laws, instruments pertaining to the related
exhibits and corporate minutes provided to us by the Company. In all such
examinations, we have assumed the genuineness of all signatures on original
documents, and the conformity to originals or certified documents of all copies
submitted to us as conformed, photostat or other copies. In passing upon certain
corporate records and documents of the Company, we have necessarily assumed the
correctness and completeness of the statements made or included therein by the
Company, and we express no opinion thereon.
Based upon and in reliance of the foregoing, we are of the opinion that
the Common Stock to be resold by the Selling Security Holders presently
outstanding, are validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration Statement
on Form S-3 to be filed with the Commission.
Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
/s/Atlas, Pearlman, Trop & Borkson, P.A.
----------------------------------------
May 31, 1996
QPQ CORPORATION
1000 Lincoln Road
Miami Beach, Florida 33139
Gentlemen:
This letter shall serve as a termination of International Fast Food
Corporation's ("IFFC") July 25, 1993 Consulting Agreement (the "Consulting
Agreement") pursuant to which the parties agreed to share certain services.
The effective date of termination of the Consulting Agreement shall be
June 1, 1996. As of the termination date all rights and obligations between the
parties under the terms and conditions of the Consulting Agreement shall
terminate and such Consulting Agreement shall be of no further effect and
neither party thereto shall have any obligation to the other party.
If the foregoing correctly reflects the understanding between the parties,
please sign, date and return an enclosed copy of this letter agreement which
will then constitute an agreement with respect to the foregoing matters.
This agreement may be executed simultaneously in two or more counterparts,
each of which shall constitute an original, but all of which together shall
constitute one and the same instrument.
INTERNATIONAL FAST FOOD CORPORATION
By: /s/ Mitchell Rubinson
Name: MITCHELL RUBINSON
Title: PRESIDENT
ACCEPTED AND AGREED TO THIS 31st DAY OF May, 1996.
QPQ CORPORATION
By: /s/ Mitchell Rubinson
Name: MITCHELL RUBINSON
Title: PRESIDENT
LIST OF SUBSIDIARIES
1. QPQ Medical Centers
2. Pizza King Polska sp.Zo.o.
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report, which includes an explanatory paragraph relating to the
Company's ability to continue as a going concern as described in Note 1 to the
consolidated financial statements, dated April 12, 1996, on our audits of the
consolidated financial statements of QPQ Corporation as of and for the years
ended December 31, 1995 and 1994, which report is included in the Company's 1995
Annual Report on Form 10-KSB. We also consent to the reference to our firm under
the caption "Experts".
Coopers & Lybrand L.L.P.
Miami, Florida
October 14, 1996
