<PAGE>
As Filed with the Securities and Exchange Commission on June 26, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
BRAZIL FAST FOOD CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3688737
(State of other jurisdiction) (I.R.S. Employer
of incorporation or organization) Identification No.)
Av. Brasil 6431
CEP 21040-360
Rio De Janeiro, Brazil
55-21-260-0744
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
PETER VAN VOORST VADER
Chief Executive Officer
Brazil Fast Food Corp.
Av. Brasil 6431
CEP 21040-360
Rio De Janeiro, Brazil
55-21-260-0744
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications and notices to:
Ira I. Roxland, Esq.
Cooperman Levitt Winikoff
Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
Tel: (212) 688-7000
Fax: (212) 755-2839
Approximate date of commencement of proposed sale to the public: At
such time after the effective date of this Registration Statement as the Selling
Stockholders shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 statement number of the earlier
effective registration statement for the same offering. [ ]
___________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Shares to be Amount to Proposed Proposed Amount of
Registered be Maximum Maximum Registration
Registered Aggregate Aggregate Fee
Price Offering Price*
Per Share*
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 629,154 shs. $2.25 $1,415,596.50 $417.60
$.0001 per share
- ---------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c).
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the securities act of 1933 or until the registration statement shall become
effective on such date as the securities and exchange commission, acting
pursuant to said section 8(a), may determine.
<PAGE>
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.
- --------------------------------------------------------------------------------
Subject to Completion
Preliminary Prospectus dated June 26, 1998
629,154 Shares
BRAZIL FAST FOOD CORP.
Common Stock
_______________
This Prospectus relates to 629,154 shares of common stock, par value
$0.0001 per share (the "Common Stock"), of Brazil Fast Food Corp. (the
"Company"), which shares are being offered for sale by the persons named
herein under the caption "Selling Stockholders" (the "Selling
Stockholders"). The Company will not receive any of the proceeds from the
sale of shares by the Selling Stockholders. See "Selling Stockholders."
The Common Stock is quoted on The Nasdaq SmallCap Market (the "NASDAQ-
SCM") under the symbol "BOBS." On June 24, 1998, the last sale price of the
Common Stock as reported by the NASDAQ-SCM was $1-7/8 per share.
The Common Stock offered hereby involves a high degree of risk. See
"Risk Factors" commencing on page 5 of this Prospectus.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Selling Stockholders, or their pledgees, donees, transferees or
other successors, may sell the Common Stock in any of three ways: (i)
through broker-dealers; (ii) through agents or (iii) directly to one or more
purchasers. The distribution of the Common Stock may be effected from time
to time in one or more transactions (which may involve crosses or block
transactions) (A) in the over-the-counter market or (B) in transactions
otherwise than in the over-the-counter market. Any of such transactions may
be effected at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices or at fixed
prices. The Selling Stockholders may effect such transactions by selling the
Common Stock to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholders and/or commissions from purchasers of the
Common Stock for whom they may act as agent (which discounts, concessions or
commissions will not exceed those customary in the types of transactions
involved). The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of the Common Stock might be deemed to be
underwriters, and any profit on the sale of the Common Stock by them and any
discounts, commissions or concessions received by any such broker-dealers or
agents might be deemed to be underwriting discounts and commissions under
the Securities Act of 1933, as amended (the "Securities Act").
The Company has agreed to bear all expenses (other than selling
discounts, concessions and commissions) in connection with the registration
and sale of the Common Stock being offered by the Selling Stockholders. The
Company has agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act.
The Common Stock being offered hereby by the Selling Stockholders has
not been registered for sale under the securities laws of any state or
jurisdiction as of the date of this Prospectus. Brokers or dealers effecting
transactions in the Common Stock should confirm the registration thereof
under the securities law of the state in which such transactions occur, or
the existence of any exemption from registration.
The date of this Prospectus is , 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In
accordance therewith, the Company files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the Regional Offices of the Commission at 7 World Trade Center, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60621. Copies of such material may be obtained from the
Public Reference Section of the Commission at prescribed rates by writing to
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, all reports filed by the Company via the Commission's Electronic
Data Gathering and Retrieval System (EDGAR) can be obtained from the
Commission's Internet website located at www.sec.gov.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further information,
reference is made to the Registration Statement, copies of which can be
obtained from the Public Reference Section of the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, upon payment of the fees
prescribed by the Commission.
TABLE OF CONTENTS
Page
----
THE COMPANY...................................................... 5
RISK FACTORS..................................................... 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................. 12
SELLING STOCKHOLDERS............................................. 13
LEGAL OPINION.................................................... 14
EXPERTS.......................................................... 14
No dealer, salesperson or other person has been authorized to give
any information or to make any representations not contained in this
Prospectus or incorporated by reference to this Prospectus, and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to buy, the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer
or solicitation in such jurisdiction. The delivery of this Prospectus at any
time does not imply that the information contained herein is correct as of
any time subsequent to its date.
2
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THE COMPANY
Unless otherwise specified, all references in this Prospectus to (i)
"reais," the "real" or "R$" are to the Brazilian real (singular), or to the
Brazilian reais (plural), the legal currency of Brazil, and (ii) "U.S.
dollars" or "$" are to United States dollars. All amounts in Brazilian
currencies which existed prior to the adoption of the real as the Brazilian
national currency on July 1, 1994 have been restated in reais in this
Prospectus. Unless otherwise specified, all financial statements and other
financial information either presented herein or incorporated herein by
reference are in accordance with generally accepted accounting principles in
the United States ("U.S. GAAP").
General
Brazil Fast Food Corp. (the "Company"), through its wholly-owned
subsidiary, Venbo Comercio de Alimentos Ltda. ("Venbo"), a Brazilian limited
liability company which conducts business under the tradename "Bob's", owns
and, directly and through franchisees, operates the second largest chain of
hamburger fast food restaurants in Brazil.
The Company was incorporated in the State of Delaware in September
1992. The executive offices of the Company are located at Av. Brasil 6431,
CEP 21040-360, Rio de Janeiro, Brazil; its telephone number is 55 21 260-
0744.
Recent Developments
On May 28, 1998, the Company sold 623,000 shares of its Common Stock to
four persons at a price of $2.10 per share, from which the Company derived
aggregate proceeds of $1,308,300. The several purchasers of these shares,
each of which is an "accredited investor," as such term is defined in Rule
501, promulgated under the Securities Act, comprise all but one of the
Selling Stockholders.
The Company relied upon the provisions of Section 4(2) of the
Securities Act as the basis upon which this sale was exempt from
registration thereunder.
RISK FACTORS
An investment in the Common Stock offered hereby involves certain
risks. Prospective investors should carefully consider the following
factors, in addition to the other information contained in this Prospectus
and the documents incorporated herein by reference, before making an
investment decision.
3
<PAGE>
Risks Relating to Operations
Operating Losses
For the three months ended March 31, 1998 and the year ended December
31, 1997, the Company incurred net losses of R$1,208,000 and R$6,515,000,
respectively. There can be no assurance that the Company's future operations
will be profitable.
Competition
The restaurant industry, and particularly the fast food segment, is
highly competitive with respect to price, service, food quality (including
taste, freshness, healthfulness and nutritional value) and location. The
Company and its franchisees face competition from a broad range of other
restaurants and food service establishments. These competitors include
international, national and local fast food chains. The Company's most
significant competitor is McDonald's, whose restaurants offer food products
similar to those offered by Bob's restaurants, at comparable prices. Several
international and local competitors are also present in the Brazilian fast
food market, including Arby's, Subway, Pizza Hut and Kentucky Fried Chicken.
A significant Brazilian fast food competitor is Habbib's, which offers
Middle Eastern food at approximately 75 stores. McDonald's, in particular,
has vastly greater over-all financial and other resources than the Company.
The fast food industry is characterized by the frequent introduction of
new products, accompanied by substantial promotional campaigns. In recent
years, numerous companies in the fast food industry have introduced products
positioned to capitalize on growing consumer preference for food products
that are, or are perceived to be, healthful, nutritious, low in calories and
low in fat content. It can be expected that the Company will be subject to
increasing competition from companies whose products or marketing strategies
address these consumer preferences. There can be no assurance that consumers
will continue to regard Bob's products as sufficiently distinguishable from
competitive products, that substantially equivalent products will not be
introduced by the Company's other competitors or that the Company will be
able to compete successfully.
Certain Factors Affecting the Fast Food Restaurant Industry
In order to remain competitive, the Company is required to respond to
changing consumer preferences, tastes and eating habits, increases in food
and labor costs and national, regional and local economic conditions. Many
companies internationally have adopted "value pricing" strategies. Such
strategies could have the effect of drawing customers away from companies
that do not engage in discount pricing and could also negatively impact the
operating
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margins of competitors that do attempt to match competitors' price
reductions. Continuing or sustained price discounting in the fast food
industry could have an adverse effect on the Company. In addition, after
investing resources in the training of its employees, the Company faces
pressure from competitors who may try to hire such employees after they have
been trained by the Company.
Risks Attendant to Franchise Expansion
The Company's growth strategy is substantially dependent upon its
ability to attract, retain and contract with qualified franchisees and the
ability of these franchisees to open and operate their restaurants
successfully. In addition, the Company's continued growth will depend in
part on the ability of existing and future franchisees to obtain sufficient
financing or investment capital to meet their market development
obligations. If the Company experiences difficulty in contracting with
qualified franchisees, if franchisees are unable to meet their development
obligations or if franchisees are unable to operate their restaurants
profitably, then the Company's future operating results could be adversely
affected.
Government Regulation
The Company and its franchisees are subject to regulatory provisions
relating to the wholesomeness of food, sanitation, health, safety, fire,
land use and environmental standards. Suspension of certain licenses or
approvals due to failure to comply with applicable regulations or otherwise,
could interrupt the operations of the affected restaurant. The Company and
its franchisees are also subject to Brazilian federal labor codes
establishing minimum wages and regulating overtime and working conditions.
Changes in such codes could result in increased labor costs that could
adversely impact future operating results. A Brazilian federal franchising
law, enacted in December 1994, requires a franchisor to furnish a written
offering statement to each perspective franchisee prior to consummation of
the sale of a franchise, containing (i) the franchisor's background; (ii)
the duties and responsibilities of each of the franchisor and franchisee;
(iii) all fees payable by the franchisee to the franchisor; and (iv)
information with respect to the operations and profitability of prior
franchisees of the franchisor. Such offering statement is not required to be
reviewed by, or filed with any governmental agency. The franchise law also
delineates the respective legal rights, primarily rights of action, of the
franchisor and franchisee. Should any further laws applicable to franchise
relationships and operations be enacted, the Company is unable to predict
their effect on its operations.
Dependence on Key Personnel
Management believes that the Company's future success will
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depend in significant part upon the continued service of certain key
personnel (principally Peter van Voorst Vader and Rogerio Carlos Lamim Braz,
the Chief Executive Officer and the President, respectively, of both the
Company and Venbo), and upon the Company's ability to attract and retain
highly qualified managerial personnel. Competition for such personnel is
intense, and there can be no assurance that the Company can retain its
existing key managerial personnel or that it can attract and retain such
employees in the future. The loss of key personnel or the inability to hire
or retain qualified personnel in the future could have a material adverse
effect upon the Company's results of operations. The Company has entered
into three year employment agreements with each of Messrs. van Voorst Vader
and Braz.
Risks Relating to Brazil
Change of Economic Environment
In March 1994 the Brazilian government commenced a new economic
stabilization plan, known as the "REAL Plan". Pursuant to the REAL Plan, the
government (a) implemented a tax and public spending reform program designed
to reduce public expenditures and to improve the collection of tax revenues,
(b) announced the continuation of a privatization program and (c) on July 1,
1994, introduced a new currency, known as the REAL, to replace the CRUZEIRO
REAL.
The REAL Plan has resulted in substantial reduction in Brazil's rate of
inflation, which has declined from 2,489.11% per annum in 1993 to 929.32%
per annum in 1994 to 22.5% per annum in 1995 to 9.2% per annum in 1996 to
7.7% per annum in 1997 to 1.6% during the first five months of 1998,
respectively.
Despite the success to date of the REAL Plan in reducing substantially
prevailing inflation levels in Brazil, there can be no assurance that this
economic program will be any more successful than previous programs in
reducing inflation over the long term. Accordingly, periods of substantial
inflation may in the future once again have significant adverse effects on
the Brazilian economy, on the value of the REAL and on the Company's
financial condition, results of operations and business prospects.
Currency Fluctuations
Fluctuations in the exchange rates between the Brazilian currency and
the U.S. Dollar will affect the Company's operations. Brazil has
historically experienced generally unpredictable currency devaluations for
many years. Although the exchange rate between the REAL and the U.S. Dollar
has been relatively stable since July 1994, compared to prior periods, the
potential for future devaluation or volatility continues to persist.
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Political and Constitutional Uncertainty
The Brazilian political scene has been marked by high levels of
uncertainty since the country returned to civilian rule in 1985 after 20
years of military government. The death of a President-elect and the
impeachment of another President, as well as frequent turnovers at and
immediately below the cabinet level, particularly in the economic area, have
contributed to the absence of a coherent and consistent policy to confront
Brazil's economic problems. While the free market and liberalization
measures of recent years have enjoyed broad political and public support,
some important political factions remain opposed to significant elements of
the reform program, including, in particular, the Workers' Party, headed by
Mr. Luiz Inacio Lula da Silva, the runner-up in the 1989 Presidential
elections and a candidate in the Presidential elections scheduled to be held
in October 1998. Mr. Fernando Henrique Cardoso, the former Finance Minister,
was elected as the new President and took office on January 1, 1995 for a
four year term. Legislation to amend Brazil's constitution to permit Mr.
Cardoso to stand for re-election to a second four year term was recently
passed in both Houses of Brazil's Bicameral Legislature. Mr. Cardoso is
expected to continue to pursue the adoption of free market and economic
liberalization measures similar to those undertaken in recent years,
although there can be no assurance that such measures will be adopted or, if
adopted, that they will be successful.
Controls on Foreign Investments
Brazil generally requires governmental approval for the repatriation of
capital and income by foreign investors. Although such approvals are usually
given, there can be no assurance that such approvals will be forthcoming in
the future. In addition, the government may impose temporary restrictions on
foreign capital remittances abroad, if there is a deterioration in the
balance of payments or for other reasons. The Company could be adversely
affected by delays in, or a refusal to grant, any required governmental
approval for repatriation of capital from Venbo. There can be no assurance
that additional or different restrictions or adverse policies applicable to
Venbo will not be imposed in the future, or as to the duration or impact of
any such restrictions or policies.
Accounting Reporting Standards
Companies in Brazil are subject to accounting, auditing and financial
standards and requirements that differ, in some cases significantly, from
those applicable to companies in the United States. In particular, inflation
accounting rules may require for both tax and accounting purposes that
certain assets and liabilities be restated using an index established by the
government in order to express such items in terms of currency of
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constant purchasing power. However, the official index for price level
restatement varies from year to year and may more accurately reflect actual
inflation rates in one year than in another year. Consequently, the
financial statements of Venbo that are incorporated by reference to this
Prospectus, expressed in REAIS although prepared in accordance with U.S.
GAAP, may not accurately reflect all inflationary distortions in such
financial statements.
Risks Relating to the Company Generally
Impact on Market Price Resulting from Substantial Number of Shares
Eligible for Future Sale
There are currently 3,372,511 shares of the Company's Common Stock that
are "restricted securities", as such term is defined in Rule 144,
promulgated under the Securities Act ("Rule 144"). Of such 3,372,511 shares,
2,749,511 shares are beneficially owned by officers and directors of the
Company and their respective affiliates. Under Rule 144, a holder of
restricted securities, after the completion of a one year holding period
(two years in the case of an issuer's officers, directors and principal
stockholders) may every three months, sell, in ordinary brokerage
transactions or in transactions directly with a market maker, an amount
equal to the greater of one percent of the issuer's outstanding common stock
or the average weekly trading volume during the four calendar weeks prior to
the sale.
In addition, there are also outstanding options and warrants to
purchase approximately 6,283,500 shares (inclusive of 510,000 shares
issuable upon exercise of warrants held by the underwriters of the Company's
initial public offering in February 1994).
The sale of any of these shares could have an adverse effect on the
future market price of the Company's Common Stock.
Influence of Certain Stockholders
Pursuant to the terms of a Stockholders' Agreement, dated as of August
11, 1997 (the "Stockholders' Agreement"), among AIG Latin America Equity
Partners, Ltd. ("AIGLAEP"), the Company and all of its current executive
officers and directors and certain of their affiliates (collectively, the
"Management Group"), each of such persons have agreed to vote their
respective shares of the Company's Common Stock (an aggregate of 32.9% of
the Company's outstanding Common Stock) to elect as directors of the
Company, respectively, two designees of Shampi Investments A.E.C., two
designees of Mr. Burstein and certain other former executive officers and
directors of the Company, one designee of BigBurger Ltda. and one designee
of AIGLAEP. Under certain circumstances, AIGLAEP may designate additional
directors. AIGLAEP also is afforded the right to nominate additional
directors which, under
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certain circumstances, may enable AIGLAEP to designate directors
constituting a majority of the Board (through an expansion of the Board and
the filling of vacancies created by the resignation of certain directors
serving at such time) if the Company does not attain certain operating
goals. The Stockholders' Agreement requires the Management Group to take any
and all action, including voting their respective shares of Common Stock, to
cause the nominee(s) designated by AIGLAEP to be elected to the Board. As a
consequence of such ownership and Stockholders' Agreement, such persons are
able to influence the election of the Company's Board of Directors and
thereby influence or direct the policies of the Company.
No Dividends
The Company has never paid cash dividends on its Common Stock, and the
Company does not anticipate paying cash dividends in the foreseeable future.
The Company intends to reinvest any funds that might otherwise be available
for the payment of dividends in further development of its business.
Possible Volatility of Stock Price
The fast food market is highly competitive. Announcements by
competitors of their commencement or intention to commence operations or to
open additional stores in Brazil could cause the market price of the
Company's Common Stock to fluctuate substantially. Broad market
fluctuations, earnings and other announcements of other companies, general
economic conditions or other matters unrelated to the Company and outside
its control also could affect the market price of the Company's Common
Stock.
Potential Effects of "Penny Stock" Rules
The market price of the Company's Common Stock as of the date of its
Prospectus is less than $5.00 per share. If at a future date the Common
Stock was to be delisted from trading on the NASDAQ-SCM, trading in the
Common Stock might also be subject to the requirements of certain rules
promulgated under the Exchange Act, which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
"penny stock" (generally, any equity security not quoted on the NASDAQ-SCM
with a price of less than $5.00). Such rules require the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the penny
stock market and the risks associated therewith, and impose various sales
practice requirements on broker-dealers who sell penny stocks to persons
other than established customers and accredited investors (generally
institutions). For these types of transactions, the broker-dealer must make
a special suitability determination for the purchaser and must have received
the purchaser's written consent to the transaction prior to sale. The
additional burdens imposed upon broker-dealers by such requirements
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may discourage them from effecting transactions in the Common Stock, which
could severely limit the liquidity of the Common Stock and the ability of
purchasers in this offering to sell the Common Stock in the secondary
market.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Incorporated herein by reference are the following documents filed by
the Company with the Commission (File No. 0-23278) under the Exchange Act:
(a) The Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1997 ("the 1997 10-K Report");
(b) The Company's Proxy Statement for the Annual Meeting of
Stockholders held on May 29, 1998;
(c) The Company's Quarterly Report on Form 10-Q for the three months
ended March 31, 1998;
(d) The Company's Registration Statement on Form 8-A for a description
of the Common Stock.
All documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15(d) of the Exchange Act subsequent hereto, but prior
to the termination of this offering, shall be deemed to be incorporated
herein by reference and to be a part hereof from their respective dates of
filing.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any
such person, a copy of any or all of the documents referred to above which
have been incorporated into this Prospectus by reference (other than the
exhibits to such documents). Requests or such copies should be directed to
Carlos Henrique da Silva Rego, Chief Financial Officer, Brazil Fast Food
Corp., Av. Brasil 6431, CEP 21040-360, Rio de Janeiro, Brazil; telephone
number 55 21 260-0744.
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SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders. The Company will receive no proceeds from the sale of
the Shares by the Selling Stockholders.
Shares of Shares of
Common Stock Shares of Common Stock
Name of Owned Before Common Stock Owned After
Stockholder Offering Offered Offering
- --------------- --------------- ------------- -----------------
International
Publishing
S.A. 240,000 (1.9%) 240,000 - 0 - (*%)
Fonte Cindam
Panama Inc. 240,000 (1.9%) 240,000 - 0 - (*%)
Farm Frites
Beheer B.V. 182,500 (1.4%) 120,000 62,500 (*%)
Seaview
Ventures Group
Inc.** 488,950 (3.8) 23,000 465,950 (3.6%)
Marcos Bastos
Rocha*** 6,154*** (*%) 6,154 - 0 - (*%)
- ---------------
. Denotes less than 1% of issued and outstanding Common Stock.
** Denotes an affiliate of Omar Carneiro da Cunha, the Comcpany's Chairman.
*** Denotes a former officer of the Company.
The Selling Stockholders, or their pledgees, donees, transferees or
other successors, may sell the Common Stock in any of three ways: (i)
through broker-dealers; (ii) through agents or (iii) directly to one or more
purchasers. The distribution of the Common Stock may be effected from time
to time in one or more transactions (which may involve crosses or block
transactions) (A) in the over-the-counter market or (B) in transactions
otherwise than in the over-the-counter market. Any of such transactions may
be effected at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated
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prices or at fixed prices. The Selling Stockholders may effect such
transactions by selling the Common Stock to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders and/or commissions
from purchasers of the Common Stock for whom they may act as agent (which
discounts, concessions or commissions will not exceed those customary in the
types of transactions involved). The Selling Stockholders and any broker-
dealers or agents that participate in the distribution of the Common Stock
might be deemed to be underwriters, and any profit on the sale of the Common
Stock by them and any discounts, commissions or concessions received by any
such broker-dealers or agents might be deemed to be underwriting discounts
and commissions under the Securities Act.
LEGAL OPINION
The legality of the Common Stock offered hereby will be passed upon for
the Company by Cooperman Levitt Winikoff Lester & Newman, P.C., 800 Third
Avenue, New York, New York 10022. Members of such Firm beneficially own
shares of the Company's Common Stock, as well as certain of its Class A and
Class B Redeemable Common Stock Purchase Warrants (aggregating less than 1%
of any thereof).
EXPERTS
The consolidated financial statements of the Company and subsidiaries
as of December 31, 1997 and 1996 and for the year ended December 31, 1997
and the period from March 19, 1996 through December 31, 1996, and the
financial statements of Venbo for the period from January 1, 1996 through
March 18, 1996, incorporated by reference in this Prospectus from the
Company's Annual Report on Form 10-K for the year ended December 31, 1997,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein
in reliance upon the authority of said firm as experts in giving said
reports.
The financial statements of Venbo as of December 31, 1995 and for the
year ended December 31, 1995, incorporated by reference in this Prospectus,
have been audited by KPMG Peat Marwick, independent public accountants, as
indicated in their report with respect thereto, are incorporated by
reference herein in reliance upon the authority of said firm as experts in
accounting and auditing. The report of KPMG Peat Marwick covering the
aforementioned financial statements contain an explanatory paragraph which
cites Venbo's dependence on past and continuing financial support of its
then sole shareholder.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection
with the offering described in the Registration Statement:
Registration Fee $ 417.50
Accounting Fees and Expenses 2,500.00
Legal Fees and Expenses 4,500.00
Printing and Reproduction 1,500.00
Miscellaneous 82.50
---------
Total Expenses $9,000.00
=========
Item 15. Indemnification of Directors and Officers
Article SEVENTH of the Certificate of Incorporation of Brazil Fast Food
Corp. (the "Registrant") provides with respect to the indemnification of
directors and officers that the Registrant shall indemnify to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law, as
amended from time to time, each person that such Section grants the
Registrant power to indemnify. Article TENTH of the Certificate of
Incorporation of the Registrant also provides that no director shall be
liable to the corporation or any of its stockholders for monetary damages
for breach of fiduciary duty as a director, except with respect to (1) a
breach of the director's duty of loyalty to the corporation or its
stockholders, (2), acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the Delaware General Corporation Law or (4) a transactions
from which the director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the ability of the
corporation's directors to the corporation or its stockholders to the
fullest extent permitted by Section 102(b)(7) of Delaware General
Corporation Law, as amended from time to time.
Section 145 of Delaware Corporation Law provides, inter alia, that to
the extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue, or matter therein (hereinafter, a
"Proceeding"), by reason of the fact that he is or was a director, officer,
employee or agent of a corporation or is or was serving at the request of
such
II-1
<PAGE>
corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise (collectively
an "Agent" of the corporation), he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith.
Section 145 also provides that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the
corporation, against expenses (including attorney's fees) judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, that in an action by or in the right of the corporation,
the corporation may not indemnify such person in respect of any claim,
issue, or matter as to which he is adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the court in
which such proceeding was brought determines that, despite the adjudication
of liability but in view of all the circumstances of the case, such person
is reasonably entitled to indemnity.
Item 16. Exhibits
4 Form of Certificate evidencing shares of Common Stock (1)
5 Opinion of Cooperman Levitt Winikoff Lester & Newman, P.C.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of KPMG Peat Marwick
23(c) Consent of Cooperman Levitt Winikoff Lester & Newman, P.C.
(included in Exhibit 5 hereof)
24 Power of Attorney (included on the Signature Page of Part
II of this Registration Statement
____________
(1) Denotes document filed as an exhibit to Registrant's Registration
Statement on Form S-1 (File No. 33-71368) and incorporated herein by
reference.
Item 17. Undertakings
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<PAGE>
The undersigned Registrant hereby undertakes:
(1) That for the purpose of determining any liability under the Securities
Act of 1933, as amended (the "Securities Act"), each post-effective
amendment that contains a form of prospectus 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.
(2) To file, during any period in which offers 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.
(3) To remove from registration any means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (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 herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to Item 15 of this Part II to the Registration
Statement, or otherwise, Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of 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, 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 the public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and State of Rio de Janeiro, Country of Brazil, on the
25/th/ day of June, 1998.
BRAZIL FAST FOOD CORP.
By: /s/Peter van Voorst Vader
--------------------------
Peter van Voorst Vader
Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Peter van Voorst Vader and Lawrence Burstein,
and each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signatures Capacity Date
---------- -------- ----
Chief Executive
Officer, and
Director
(Principal
Executive
/s/Peter van Voorst Vader Officer) June 25, 1998
- ---------------------------
Peter van Voorst Vader
Chief Financial
Officer
(Principal
Financial Officer
/s/Carlos Henrique and Accounting
da Silva Rego Officer June 25, 1998
- ---------------------------
Carlos Henrique da
Silva Rego
President and
Chief Operating
/s/Rogerio Carlos Lamim Braz Officer June 25, 1998
----------------------------
Rogerio Carlos Lamim Braz
Chairman of
/s/Omar Carneiro da Cunha the Board June 25, 1998
----------------------------
Omar Carneiro da Cunha
Director
----------------------------
Ian S. Barnett
/s/Lawrence Burstein Director June 25, 1998
----------------------------
Lawrence Burstein
/s/Jose Ricardo
Bousquet Bomeny Director June 25, 1998
----------------------------
Jose Ricardo
Bousquet Bomeny
Director
----------------------------
Carlos Gustavo Simas
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<PAGE>
EXHIBIT 5
[Letterhead of]
COOPERMAN LEVITT WINIKOFF LESTER & NEWMAN P.C.
800 Third Avenue
New York, New York 10022
June 25, 1998
Brazil Fast Food Corp.
Av. Brasil 6431
CEP 21040-360 Rio de Janeiro
Federative Republic of Brasil
Re: Registration Statement on Form S-3
Under the Securities Act of 1933
Ladies and Gentlemen:
In our capacity as counsel to Brazil Fast Food Corp., a Delaware
corporation (the "Company"), we have been asked to render this opinion in
connection with a Registration Statement on Form S-3, as amended, being
filed contemporaneously herewith by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Registration Statement"), covering (i) 629,154 shares of common stock,
$.0001 par value (the "Common Stock"), of the Company (the "Stock") which
are being offered for resale by the selling stockholders identified in the
Registration Statement.
In that connection, we have examined the Certificate of Incorporation,
as amended, and the By-Laws of the Company, the Registration Statement,
corporate proceedings of the Company relating to the issuance of the Stock
and such other instruments and documents as we have deemed relevant under
the circumstances.
In making the aforesaid examinations, we have assumed the genuineness
of all signatures and the conformity to original documents of all copies
furnished to us as original or photostatic copies. We have also assumed that
the corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon and subject to the foregoing, we are of the opinion that:
(1) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(2) The Stock has been duly and validly authorized and is validly
issued, fully paid and non-assessable.
We hereby consent to the use of our opinions as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Opinion" in the prospectus forming a part of the Registration
Statement.
Very truly yours,
COOPERMAN LEVITT WINIKOFF
LESTER & NEWMAN, P.C.
By: /s/Ira Roxland
----------------------------
A Member of the Firm
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated March 20, 1998 (except with respect to matters discussed in Note 15,
as to which the date is April 14, 1998) and dated August 1, 1997 included in
Brazil Fast Food Corp's Form 10-K for the year ended December 31, 1997 and
to all references to our Firm included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
New York, New York
June 25, 1998
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Directors and Shareholders of
Venbo Comercio de Alimentos Ltda.:
We consent to the incorporation by reference in the registration
statement on Form S-3 of Brazil Fast Food Corp of our report dated March 12,
1996, except for Note 20 which is as of March 26, 1996, Note 3d, which is as
of July 3, 1997 and the second paragraph of Note 3a, and the first and
fourth paragraph of Note 3b and Note 3d which are as of March 27, 1998,
with respect to the balance sheet of Venbo Comercio de Alimentos Ltda. as of
December 31, 1995 and the related statements of operations, cash flows and
changes in shareholders' equity for the year ended December 31, 1995 and to
the reference to our firm under the heading "Experts" in the prospectus.
Such report contains an explanatory paragraph which cites Venbo's
dependence on past and continuing financial support of its then sole
shareholder.
/s/ KPMG Peat Marwick
---------------------
KPMG Peat Marwick
Sao Paulo, Brazil
June 19, 1998
