As filed with the Securities and Exchange Commission on May 8, 1997.
File No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
QPQ CORPORATION
(Exact name of issuer as specified in its charter)
Florida 65-064671
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 Lincoln Road
Suite 200
Miami Beach, Florida 33139
(Address of principal executive offices) (Zip Code)
___________________
MANAGEMENT CONSULTING AGREEMENT
(Full title of the plan)
Mitchell Rubinson, President
1000 Lincoln Road
Suite 200
Miami Beach, Florida 33139
Telephone No.: (305) 531-5800
(Name and address of agent for service)
Copy to:
Charles B. Pearlman, Esq.
Atlas, Pearlman, Trop & Borkson, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
(954) 763-1200
___________________
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share price fee
================================================================================
Common Stock(2)
($.01 par value) 300,000 shares $0.4375 $131,250 $39.78
================================================================================
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act
based upon the average of the high and low bid price for the Common Stock,
$.01 per share (the "Common Stock") as reported by NASDAQ on April 29,
1997.
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QPQ CORPORATION
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
-------------------- ---------------------
1. Forepart of Registration State- Facing Page of Registration
ment and Outside Front Cover Statement and Cover Page of
Page of Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Pro-
Cover Pages of Prospectus spectus and Outside Cover
Page of Prospectus
3. Summary Information, Risk Fac- Not Applicable
tors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities;
Registered Consulting Agreements
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Infor- Incorporation of Certain
mation by Reference Documents by Reference
13. Disclosure of Commission Posi- Indemnification of Direc-
tion on Indemnification for tors and Officers; Under-
Securities Act Liabilities takings
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PROSPECTUS
QPQ CORPORATION
300,000 Shares of Common Stock
($.01 par value)
Issued Pursuant to the Company's Agreement
with Gennady Yakovlev
This Prospectus is part of a Registration Statement which registers
300,000 shares of Common Stock, $.01 par value (such shares being referred to as
the "Shares"), of QPQ Corporation (the "Company" or "QPQ") which may be issued
as set forth herein to Gennady Yakovlev, a consultant to the Company
("Yakovlev") pursuant to a written consulting agreement (the "Yakovlev
Consulting Agreement") providing for the initial issuance of 300,000 shares.
Yakovlev may be referred to as "Consultant," and the Yakovlev Consulting
Agreement may be referred to as the "Agreement". In addition, the Consultant, in
his capacity as a selling shareholder, may sometimes hereafter be referred to as
the "Selling Security Holder." All of the Shares are being issued to the
Consultant pursuant to a written agreement. The Company has been advised by the
Selling Security Holder that it may sell all or a portion of the Shares from
time to time in the over-the-counter market, in negotiated transactions,
directly or through brokers or otherwise, and that such Shares will be sold at
market prices prevailing at the time of such sales or at negotiated prices, and
the Company will not receive any proceeds from such sales.
No person has been authorized by the Company to give any information or to
make any representation other than as contained in this Prospectus, and if given
or made, such information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this Prospectus nor any
distribution of the Shares issuable under the terms of the Consulting Agreements
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
___________________
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus is May 8, 1997.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed with the Commission can be inspected and copied at
the public reference facilities of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Copies of this material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Company's Common Stock is traded on the NASDAQ SmallCap Market under the symbol
"QPQ." Electronic Reports and other information found through the Electronic
Data Gathering, Analysis & Retrieval System are probably available through the
Commission's website (http://www.sec.gov.).
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of up to 300,000
shares of the Company's Common Stock, to be issued to a Consultant of the
Company pursuant to a written agreement. This Prospectus, which is Part I of the
Registration Statement, omits certain information contained in the Registration
Statement. For further information with respect to the Company and the shares of
the Common Stock offered by this Prospectus, reference is made to the
Registration Statement, including the exhibits thereto. Statements in this
Prospectus as to any document are not necessarily complete, and where any such
document is an exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made,
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington, D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996.
(b) All reports and documents filed by the Company pursuant to Section
13, 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
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amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, 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
requests for such copies should be directed to Corporate Secretary, QPQ
Corporation, 1000 Lincoln Road, Suite 210, Miami Beach, Florida 33130.
6
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THE COMPANY
General
- -------
QPQ CORPORATION'S BUSINESSES
QPQ Corporation ("QPQ") develops and operates Domino's Pizza Stores
("Dominos Stores") and until October, 1996 operated a cafe-style restaurant in
the Republic of Poland. 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 ("Non-Affiliated Franchisee") Dominos Stores in Poland
pursuant to the Domino's Development Agreement, as amended to date (the "Dominos
Development Agreement"), with a wholly owned subsidiary of Dominos Pizza, Inc.
("Dominos"). QPQ has also entered into the Commissary Agreement with a 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 ten-year term of the Domino 's Development Agreement and any
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 lose programs. The weight lose 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 lose and non-weight lose related medical problems of its patients. In
January, May, July and September of 1996, QPQ opened its first four (4) medical
centers. In February 1997, QPQ Medical acquired the medical practice of Dr. Jack
B. Drimmer, P.A. and relocated such practice to its Aventura center. QPQ's
medical centers are located in Kendall, Aventura, Fort Lauderdale and Boca
Raton, Florida. QPQ Medical intends to contain its operations to South Florida
for the immediate future.
QPQ, through its direct or indirect subsidiaries,continues to search for,
investigate and attempt to secure and develop business opportunities on its own
behalf and for its subsidiaries. Moreover, there can be no assurance that QPQ
will be successful in its search for new business opportunities.
DOMINO'S DEVELOPMENT AGREEMENT
The relationship between QPQ and Domino's is governed principally by the
Domino's Development Agreement. Pursuant to the Domino 's Development Agreement,
as amended, QPQ is granted the exclusive right until December 31, 2003 to
develop, operate and, with the exception of Domino's Stores to be developed in
Warsaw, Poland, franchise Domino's Stores in Poland. During the Initial Term of
the Domino's Development Agreement, which expires on December 31, 2003, QPQ is
required to open and operate, either through affiliates of QPQ ("Affiliated
7
<PAGE>
Franchisees") or unrelated third parties ("Non-Affiliated Franchisees"), at
least 50 Domino's Stores in accordance with a schedule that obligates QPQ or its
Non-Affiliated Franchisees to open eight Domino's Stores in 1996 and five, six
or seven Domino's Stores for each of the following seven years. QPQ did not
satisfy the requirements to open eight Domino's stores during 1996 and in March
1997, Domino's granted QPQ an extension until July 1, 1997 to satisfy such
requirement. In addition, Domino's indicated it would be agreeable to a further
six month extension if QPQ provided satisfactory evidence of recapitalization at
a level which, in Domino's sole discretion, will enable QPQ to satisfy its
obligations under the agreement. Domino's Stores developed and/or operated by
Non-Affiliated Franchisees are counted towards QPQ's obligation to open a
minimum number of Domino's Stores. During 1996 QPQ did not open any Domino's
stores. In March 1997, construction began on a Domino's Store consisting of
approximately 100 square meters with a completion date set for June 1997. If QPQ
is in compliance with the Domino's Development Agreement at the expiration of
its Initial Term, QPQ will have the option to extend the Domino's Development
Agreement for an additional 10-year period. In addition to its rights to develop
Domino's Stores, QPQ has been granted the exclusive right to establish a
Commissary for the purpose of supplying food products and supplies to the
Domino's Stores in Poland. QPQ intends to conduct all of its purchasing,
distribution and major food supply preparation operations at or from the
Commissary.
QPQ MEDICAL
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 lose 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, May, July and September of 1996, QPQ opened its first four (4) medical
centers. In February 1997, QPQ Medical acquired the medical practice of Dr. Jack
B. Drimmer, P.A. and relocated such practice to its Aventura center. QPQ's
medical centers are located in Kendall, Aventura, Fort Lauderdale and Boca
Raton, Florida. QPQ Medical intends to contain its operations to South Florida
for the immediate future.
As of November 9, 1995, QPQ Medical entered into a license agreement (the
"License Agreement") with Weight Loss Associates, Inc. ("Weight Loss
Associates"), a corporation owned by Dr. Rabinowitz, a director of QPQ, and Mr.
rubinson, QPQ's Chairman of the Board, Chief Executive Officer and President,
pursuant to which QPQ Medical has acquired the exclusive rights subject to
certain restrictions, to use and sublicense a weight loss system and certain
8
<PAGE>
proprietary marks developed by Weight Loss Associates. The weight loss system
(the "Program") integrates systems and routines of nutrition management,
exercise and prescribed medication.
The Company's principal executive offices are located at 1000 Lincoln
Road, Suite 200, Miami Beach, Florida 33137.
Agreements
On May 18, 1997 QPQ entered into a two year Management Consulting
Agreement with Yakovlev pursuant to which Yakovlev would assist QPQ in
identifying, evaluating, structuring, negotiating and closing business
acquisitions, including but not limited to asset purchases, consolidations,
mergers, joint ventures and strategic alliances with companies located in Russia
and the former Soviet Republic. In connection with such agreement Yakovlev would
receive 300,000 shares of the Company's Common Stock.
Restrictions Under Securities Laws
The sale of any shares of Common Stock must be made in compliance with
federal and state securities laws. Officers, directors and 10% or greater
stockholders of the Company, as well as certain other persons or parties who may
be deemed to be "affiliates" of the Company under the Federal Securities Laws,
should be aware that resales by affiliates can only be made pursuant to an
effective Registration Statement, Rule 144 or any other applicable exemption.
Officers, directors and 10% and greater stockholders are also subject to the
"short swing" profit rule of Section 16(b) of the Securities Exchange Act of
1934.
SALES BY 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, the amount of
Common Stock 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 Holder following completion of such offering (based on
shares of Common Stock of the Company outstanding at March 31, 1997).
Estimated Percentage
Shares to be to be Owned
Name of Selling Number of Shares to Owned After After
Security Holder Shares Owned be Offered Offering Offering
- --------------- ------------ ---------- -------- --------
Gennady Yakovlev 300,000 300,000 -0- --
DESCRIPTION OF SECURITIES
The Company is currently authorized to issue up to 100,000,000 shares of
Common Stock, $.01 par value per share, of which 7,653,467 shares were
outstanding as of March 31, 1997. The Company is authorized to issue up to
1,000,000 shares of Preferred Stock, none of which were outstanding.
9
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Common Stock
The Company's Common Stock, $.01 par value, is traded on the NASDAQ
SmallCap Market under the symbol "QPQ" and listed, on the Boston Stock Exchange,
under the symbol "IPZ." The following sets forth the range of high and low
closing bid prices for the Common Stock as reported on the NASDAQ during each of
the quarters presented. The quotations set forth below are inter-dealer
quotations, without retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions.
High Low
------ ------
1994
First Quarter 3 5/8 2 21/32
Second Quarter 3 2 3/4
Third Quarter 2 1/4 1 1/2
Fourth Quarter 2 1 1/4
1995
First Quarter 1 5/16 5/8
Second Quarter 2 1/8 21/32
Third Quarter 1 7/16 5/8
Fourth Quarter 2 1/2 5/8
1996
First Quarter 2 3/8 1 5/8
Second Quarter 2 2
Third Quarter 4 3 1/2
Fourth Quarter 2 3/4 2 3/8
1997
First Quarter 2 7/8 13/16
QPQ has not paid any cash dividends on its common stock and QPQ does not
currently intend to declare or pay cash dividends in the foreseeable future. QPQ
intends to retain any earnings that may be generated to provide funds for the
operation of its business.
As of March 25, 1997, the Company believes there were in excess of 300
holders of record of the Company's Common Stock.
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
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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
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.
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 securities being offered
hereby will be passed upon for the Company by Atlas, Pearlman, Trop & Borkson,
P.A., Counsel for the Company, Fort
Lauderdale, Florida.
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.
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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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
- ------- ---------------------------------------
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement. All documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB and 10-KSB/A for
the fiscal year ended December 31, 1996.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Registrant's
document referred to in (a) above.
(c) The description of the Common Stock of the Company which is
contained in a Registration Statement filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such description.
Item 4. Description of Securities
- ------- -------------------------
A description of the Company's securities is set forth in the Prospectus
incorporated as a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
- ------- --------------------------------------
Not Applicable.
Item 6. 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. [Verify true for all directors.]
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended maybe permitted to directors, officers and controlling
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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.
Item 7. Exemption from Registration Claimed
- ------- -----------------------------------
Inasmuch as the Consultants who received the Options and Shares of the
Company were knowledgeable, sophisticated and had access to comprehensive
information relevant to the Company, such transactions were undertaken in
reliance on the exemption from registration provided by Section 4(2) of the Act.
Item 8. Exhibits
- ------- --------
Exhibit Description
- ------- -----------
(4)(a) Consulting Management Agreement with Gennady Yakovlev.
(5) Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
to the issuance of shares of securities pursuant to the
above Consulting Agreement
(23.1) Consent of Atlas, Pearlman, Trop & Borkson, P.A. included
in the opinion filed as exhibit (5) hereto
(23.2) Consents of independent certified public accountants
Item 9. Undertakings
- ------- ------------
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offerings or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(b) That, for the purposes of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
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(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S- 8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boca Raton and the State of Florida, on the 8th
day of May, 1997.
QPQ CORPORATION
By: /s/ Mitchell Rubinson
----------------------------------
Mitchell Rubinson,
Chairman of the Board, Chief
Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board
and Chief Executive
Officer (Principal
/s/ Mitchell Rubinson Executive Officer) May 8, 1997
- ---------------------
Mitchell Rubinson
Chief Financial
Officer (Principal
/s/ James Martin Accounting Officer) May 8, 1997
- ----------------------
James Martin
/s/ Dr. Mark Rabinowitz Director May 8, 1997
- -----------------------
Dr. Mark Rabinowitz
iv
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Exhibit (4)(a) Consulting Management Agreement with Gennady Yakovlev.
================================================================================
GENNADY YAKOVLEV
_____________
April 18, 1997
Mr. Mitchell Rubinson
QPQ Corporation
1000 Lincoln Road, Suite 200
Miami Beach, FL 33139
Re: Management Consulting Agreement
-----------------------------------
Gentlemen:
Formalizing our earlier discussions this is to acknowledge and confirm the
terms of our Management Consulting Agreement ("Consulting Agreement") as
follows:
1. APPOINTMENT OF GENNADY YAKOVLEV. QPQ Corporation (the "Company")
hereby engages Gennady Yakovlev ("Yakovlev") and Yakovlev hereby agrees to
render services to the Company as a management consultant, strategic planner and
advisor.
2. DUTIES. During the term of this Agreement Yakovlev shall provide
advice to, undertake for and consult with the Company concerning identifying,
evaluating, structuring, negotiating and closing business acquisitions,
including asset purchases, consolidations, mergers, joint ventures and strategic
alliances with companies locates in Russia and the former Soviet Republic.
3. TERM. The term of this Consulting Agreement shall be for a
twenty-four month period commencing on the date hereof.
4. COMPENSATION.
(a) As initial compensation for his services hereunder, Yakovlev
shall be issued 300,000 shares of Common Stock, $.01 par value (the "Shares").
(b) Upon the successful completion of an acquisition or merger
introduced by Yakovlev, the Company shall issue up to an additional 600,000
shares of Common Stock, $.01 par value (or the equivalent number of shares if
the Company is recapitalized) to Yakovlev. If such acquisition or merger is not
completed due to the fault of the Company, then such shares shall be paid to
Yakovlev as a breakup fee.
5. PURCHASE OF SHARES. The Shares shall be issued solely in exchange
for the contemplated services and appropriate investment restrictions shall be
noted against the shares upon issuance.
<PAGE>
Mr. Gennady Yakovlev
April 18, 1997
Page 2
6. EXPENSES. Yakovlev shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses as Yakovlev may incur in performing
services under this Consulting Agreement. Any expenses shall be approved in
advance with the Company.
7. REGISTRATION. The Company agrees to provide Yakovlev with
registration rights at the Company's cost and expense and include the shares of
Common Stock in a registration statement to be filed by the Company with the
Securities and Exchange Commission within the proximate future.
8. CONFIDENTIALITY. Yakovlev will not disclose to any other person,
firm or corporation, nor use for its own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by Yakovlev in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications).
9. INDEPENDENT CONTRACTOR. Yakovlev and the Company hereby acknowledge
that Yakovlev is an independent contractor. Yakovlev shall not hold itself out
as, nor shall it take any action from which others might infer, that it is a
partner of, agent of or a joint venturer of the Company.
10. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of Florida. In the event of any dispute as to the terms of this Consulting
Agreement, the prevailing party in any litigation shall be entitled to
reasonable attorneys' fees
Please confirm that the foregoing correctly sets forth our understanding
by signing the enclosed copy of this letter where provided and returning it to
us at your earliest convenience.
Very truly yours,
/S/ Gennady Yakovlev
--------------------------
GENNADY YAKOVLEV
<PAGE>
Mr. Gennady Yakovlev
April 18, 1997
Page 3
ACCEPTED AND AGREED TO as of the 7th day of May, 1997.
QPQ CORPORATION
By: /S/ Mitchell Rubinson
----------------------------
Authorized Officer
================================================================================
EXHIBIT (5) AND (23.1)
Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating to the issuance of
shares of securities pursuant to the above Consulting Agreement
================================================================================
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
Direct Line: (954) 766-7816
May 8, 1997
QPQ Corporation
1000 Lincoln Road
Suite 200
Miami Beach, FL 33139
Re: Registration Statement on Form S-8 - QPQ CORPORATION -
Common Stock issued pursuant to Management Consulting Agreement
Gentlemen:
This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by QPQ Corporation (the "Company") of an aggregate of 300,000
shares of Common Stock, par value $.01 per share (the "Common Stock"), issued
pursuant to a Management Consulting Agreement with Gennady Yakovlev (the
"Agreement").
In our capacity as special counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Agreement, the
Company's Articles of Incorporation (as amended), By-Laws 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.
<PAGE>
QPQ Corporation
May 8, 1997
Page 2
Based upon and in reliance of the foregoing, we are of the opinion that
the shares of Common Stock when issued in accordance with the terms of the
Agreement, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion in the Registration Statement
on Form S-8 to be filed with the Commission.
Very truly yours,
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
Atlas, Pearlman, Trop & Borkson, P.A.
-------------------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in the registration statement of
QPQ Corporation on Form S-8 of our report, which includes an explanatory
paragraph relating to the Company's ability to continue as a going concerning,
dated March 29, 1996, on our audit of the consolidated financial statements of
QPQ Corporation as of and for the year ended December 31, 1995, which report is
included in the Company's 1996 Annual Report on Form 10-KSB.
Coopers & Lybrand L.L.P.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Miami, Florida
May 6, 1997
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 and related prospectus of QPQ Corporation, for the registration of
300,000 shares of its common stock, of our report dated March 27, 1997, with
respect to the consolidated financial statements of QPQ Corporation and
Subsidiaries included in its Annual Report on Form 10-KSB for the year ended
December 31, 1996.
Moore Stephens Lovelace, P.L.
/s/ Moore Stephens Lovelace, P.L.
---------------------------------
May 5, 1997
