SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
---------------
MANHATTAN BAGEL COMPANY, INC.
(Exact name of issuer as specified in its charter)
New Jersey 22-2981539
- ---------- ----------
(state or other jurisdiction of incorporation (I.R.S. Employer
Identification Number)
---------------
246 Industrial Way
Eatontown, New Jersey 07724
(Address of Principal Executive Offices)
MANHATTAN BAGEL COMPANY, INC.
1996 STOCK OPTION PLAN
(Full title of plans)
---------------
Jack Grumet
Chairman of the Board
Manhattan Bagel Company, Inc.
246 Industrial Way
Eatontown, New Jersey 07724
(908) 544-0155
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sales:
From time to time after the effective date
of the Registration Statement
Copies to: Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Attention: Jack Levy
(212) 735-8600
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registration
be Registered Registered Per Share (1) Price (1) Fee
- --------------------------------------------------------------------------------
Common Stock, 750,000 $10.50 $7,875,000 $2,715.52
no par value
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the amount of the
registration fee. Pursuant to Rule 457, these estimates are based upon the
average of the high and low prices of the Common Stock, as quoted on The
NASDAQ National Market on October 29, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS*
Item 1. Plan Information
Item 2. Registrant Information and Employee Plan Annual Information
*This information is not required to be included in, and is not
incorporated by reference in, this Registration Statement.
- --------------------------------------------------------------------------------
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Manhattan Bagel Company,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act"), are incorporated by reference herein and shall be deemed
to be part thereof:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Report on Form 10-QSB for the three months
ended March 31, 1996.
3. The Company's Quarterly Report on Form 10-QSB for the three months
ended June 30, 1996.
4. The Company's Current Report on Form 8-K dated January 9, 1996, as
amended.
5. The Company's Current Report on Form 8-K dated January 17, 1996, as
amended.
6. The Company's Current Report on Form 8-K dated May 23, 1996, as
amended.
7. The Company's Current Report on Form 8-K dated June 21, 1996.
8. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, File No. 0-24388.
9. All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities then
remaining offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made part hereof from
their respective dates of filing such documents.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The valid issuance of the Common Stock registered in this
registration statement is being passed upon for the Company by its counsel
Morrison Cohen Singer & Weinstein, LLP New York, New York. Jack Levy, a director
of the Company, is a member of that firm. Mr. Levy owns options issued under the
Company's 1994 Stock Option Plan to purchase 9,000 shares of the Company's
Common Stock of which 3,000 are currently exercisable or exercisable within 60
days of the date of this registration statement, and options issued under the
Company's 1996 Stock Option Plan to purchase 10,000 shares of the Company's
Common Stock, none of which are exercisable or exercisable within 60 days of the
date of this registration statement.
Item 6. Indemnification of Directors and Officers
The Company's Restated Certificate of Incorporation provides that the Company
shall indemnify, to the fullest extent permitted under New Jersey law, its
directors and officers against certain liabilities incurred with their service
in such capacities. In addition, the Restated Certificate of Incorporation
provides that the personal liability of directors and officers to the Company
and its stockholders for monetary damages will be limited.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit
Number Description
- ------- -----------
4 Manhattan Bagel Company, Inc. 1996 Stock Option Plan
5 Opinion of Morrison Cohen Singer & Weinstein, LLP
23(a) Consent of Amper, Politziner & Mattia
23(b) Consent of Singer Lewak Greenbaum & Goldstein LLP
23(c) Consent of Ernst & Young LLP
23(d) Consent of Rainer & Company
23(e) Consent of Morrison Cohen Singer & Weinstein, LLP (included in
Exhibit 5)
Item 9. Undertakings
(1) The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
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(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 event arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) 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;
Provided, however, that paragraphs (1) (a) (i) and (1) (a) (ii) do
not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement;
(b) that, for the purpose of determining any liability under the
Securities Act of 1933, 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
(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 the purpose
of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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
Securities Act of 1933 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 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, the registrant
certifies that it has responsible 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 Eatontown, New Jersey on November 5, 1996.
MANHATTAN BAGEL COMPANY, INC.
By: /s/ JACK GRUMET
----------------------------------
Jack Grumet, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated.
Signature and Title Date
- ------------------- ----
/s/ ANDREW GENNUSA November 5, 1996
- --------------------------------------
Andrew Gennusa
Vice President and Director
/s/ JASON GENNUSA November 5, 1996
- --------------------------------------
Jason Gennusa
President and Chief Operating
Officer and Director
/s/ DAVID GOLDSMITH November 5, 1996
- --------------------------------------
David Goldsmith
Vice Chairman of the Board
/s/ JACK GRUMET November 5, 1996
- --------------------------------------
Jack Grumet
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
/s/ LEONARD R. JOHNSON November 5, 1996
- --------------------------------------
Leonard R. Johnson
Chief Financial Officer
(Principal Financial Officer)
/s/ WALTER CRUICKSHANK November 5, 1996
- --------------------------------------
Walter Cruickshank
(Principal Accounting Officer)
/s/ JACK LEVY November 5, 1996
- --------------------------------------
Jack Levy
Director
______________________________________ November 5, 1996
Julia Heckman
Director
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Exhibit Index
Exhibit
Number Description Page
- ------- ----------- ----
4 Manhattan Bagel Company, Inc. 1996 Stock Option Plan
5 Opinion of Morrison Cohen Singer & Weinstein, LLP
23(a) Consent of Amper, Politziner & Mattia
23(b) Consent of Singer Lewak Greenbaum & Goldstein LLP
23(c) Consent of Ernst & Young LLP
23(d) Consent of Rainer & Company
23(e) Consent of Morrison Cohen Singer & Weinstein, LLP
(included in Exhibit 5)
5
EXHIBIT 4
MANHATTAN BAGEL COMPANY, INC.
1996 Stock Option Plan
1. Purpose of the 1996 Stock Option Plan.
Manhattan Bagel Company, Inc. (the "Corporation") desires to attract and
retain the best available talent and to encourage the highest level of
performance. The 1996 Stock Option Plan (the "1996 Plan") is intended to
contribute significantly to the attainment of these objectives, by affording
employees of and consultants to the Corporation or any of its parent or
subsidiary corporations the opportunity to acquire and to increase their
proprietary interests in the Corporation and by providing incentives for such
employees and consultants to put forth maximum efforts for the success of the
business.
2. Scope and Duration of the 1996 Plan.
Under the 1996 Plan, options ("Options") to purchase common stock of the
Corporation, no par value per share ("Common Stock") may be granted. Options
granted to employees may, at the time of grant, also be designated as incentive
stock options ("ISOs") with the attendant tax benefits provided under Section
422 of the Internal Revenue Code of 1986 (the "Code"). The aggregate fair market
value (determined at the time an ISO is granted) of the Common Stock covered by
ISOs exercisable for the first time by an employee during any calendar year
(under all plans of the Corporation and any parent corporation or any of its
subsidiary corporations), may not exceed $100,000.
The aggregate number of shares of Common Stock reserved for grant from
time to time under the 1996 Plan is 750,000, which shares may be authorized but
unissued shares or shares which shall have been or which may be reacquired by
the Corporation. Such aggregate numbers shall be subject to adjustment as
provided in paragraph 10. If an Option shall expire or terminate for any reason
without having been exercised in full, the shares represented by the portion
thereof not so exercised or surrendered shall (unless the 1996 Plan shall have
been terminated) become available for other Options to be granted under the 1996
Plan. The 1996 Plan shall become effective as provided in paragraph 11. No
Option shall be granted under the 1996 Plan after January 16, 2006. The grant of
an Option is sometimes referred to herein as an award thereof.
<PAGE>
3. Administration of the 1996 Plan.
The Board of Directors shall appoint a 1996 Plan Committee (the
"Committee") to administer the 1996 Plan, except as otherwise specifically
provided in the 1996 Plan. The Committee shall consist of not less than two
members of the Board of Directors, each of whom shall be a disinterested person
(as hereinafter defined). The Board of Directors may from time to time appoint
members of the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in the Committee.
The Committee shall have plenary authority in its discretion, subject to
and not inconsistent with the express provisions of the 1996 Plan, to direct the
grant of Options, to determine the number of shares and purchase price of the
Common Stock covered by each Option, the employees and consultants to whom, and
the time or times at which, Options shall be granted and may be exercised; to
designate Options as ISOs; to interpret the 1996 Plan; to prescribe, amend, and
rescind rules and regulations relating to the 1996 Plan, including, without
limitation, such rules and regulations as it shall deem advisable so that
transactions involving Options may qualify for exemption under such rules and
regulations as the Securities and Exchange Commission may promulgate from time
to time exempting transactions from Section 16 (b) of the Securities Exchange
Act of 1934 (the "Exchange Act"); to determine the terms and provisions of and
to cause the Corporation to enter into, agreements with employees in connection
with awards made under the 1996 Plan ("Agreements"), which Agreements may vary
from one another as the Committee shall deem appropriate; to amend any such
Agreements from time to time, with the consent of the optionee; and to make all
other determinations it may deem necessary or advisable for the administration
of the 1996 Plan. Any interpretation or determination made by the Committee
pursuant to the foregoing shall be conclusive and binding upon any person having
or claiming any interest under the 1996 Plan.
The Committee shall hold its meetings at such times and places as it shall
deem advisable. Members may participate in meetings through conference telephone
or similar arrangements. A majority of the members of the Committee shall
constitute a quorum. All determinations of the Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all of the members shall be fully as effective as if it had been made
by a majority vote at a meeting duly called and held. The Committee may appoint
a secretary, shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable. The
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as the Committee may deem advisable and may employ
(or authorize any person to whom it has delegated duties as aforesaid to employ)
one or more persons to render advice with respect to any responsibility the
Committee (or such person) may have under the 1996 Plan.
4. Eligibility; Factors to be Considered in Granting Awards.
Options may be granted to employees (including officers and directors who
are employees) of and consultants to the Corporation or of any parent or
subsidiary corporation. In determining the persons to whom awards shall be made
and the number of shares to be covered by each option, the Committee shall take
into account the duties of the respective persons, their present and potential
contributions to the success of the Corporation or any parent or subsidiary
corporation, the
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anticipated number of years of effective service remaining, and such other
factors as the Committee, in its discretion, shall deem relevant in connection
with accomplishing the purposes of the 1996 Plan. No person shall be eligible
for an Option grant if he shall have filed with the Secretary of the Corporation
an instrument waiving such eligibility; provided that any such waiver may be
revoked by filing with the Secretary of the Corporation an instrument of
revocation, which revocation will be deemed effective upon such filing. More
than one award under the 1996 Plan may be made to any employee or consultant.
5. Option Price.
The purchase price per share of the Common Stock covered by each Option
shall be established by the Committee, but in no event shall it be less than the
fair market value (as hereinafter defined) of a share of Common Stock on the
date the Option is granted.
In the case of an individual who at the time the Option is granted owns
stock possessing more than 10% of the total combined voting power of all classes
of the stock of the Corporation or of its parent or a subsidiary corporation (a
"10 % Holder"), the purchase price of the Common Stock covered by any ISO shall
in no event be less than 110% of the fair market value of the Common Stock on
the date the ISO is granted.
6. Term of Options.
The term of each Option shall be fixed by the Committee, but in no event
shall it be more than 10 years from the date of grant, subject to earlier
termination as provided in paragraph 10. The term of an ISO granted to a 10%
Holder shall be no more than 5 years from the date of grant. The term of any
Option may be extended from time to time by the Committee, provided that no such
extension shall extend the term beyond 10 years from the date of grant.
7. Exercise of Options.
(a) An Option may be exercised as to any or all full shares as to which
the Option is then exercisable; provided that an Option may not be exercised as
to fewer than 100 shares (or less than all the shares as to which the Option is
then exercisable, if fewer than 100 shares).
(b) The purchase price of the shares as to which an Option is exercised
shall be paid in full in cash at the time of exercise; provided that, if
permitted by the related Agreement or by the Committee, the purchase price may
be paid, in whole or in part, by surrender or delivery to the Corporation of
securities of the Corporation having a fair market value on the date of exercise
equal to the portion of the purchase price being so paid. In addition, the
optionee shall, upon notification of the amount due and prior to or concurrently
with delivery to the optionee of a certificate representing such shares, pay
promptly any amount necessary to satisfy applicable federal, state or local tax
requirements.
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(c) No person shall have the rights of a stockholder with respect to
shares covered by an Option until such person becomes the holder of record of
such shares.
8. Non-transferability of Options.
Options granted under the 1996 Plan shall not be transferable, other than
by will or the laws of descent and distribution, and Options may be exercised,
during the lifetime of the optionee, only by the optionee, or by his guardian or
legal representative.
9. No Rights to Remain Employee or Consultant.
Nothing in the 1996 Plan or in any award made pursuant to the 1996 Plan
shall confer upon any employee any right to continue in the employ of, or
consultant to continue to be engaged by, the Corporation or any parent or
subsidiary corporation or affect the right of the Corporation or such parent or
subsidiary corporation to terminate his employment or engagement at any time.
10. Adjustments upon Changes in Capitalization.
Notwithstanding any other provision of the 1996 Plan, each Agreement may
contain such provisions as the Committee shall determine to be appropriate for
the adjustment of the number and class of shares covered by such Option, the
exercise prices and the number of shares as to which Options shall be
exercisable at any time, in the event of changes in the outstanding Common Stock
of the Corporation by reason of stock dividends, split-ups, reverse splits,
recapitalization, mergers, consolidations, combinations or exchanges of shares,
spin-offs, reorganizations, liquidations and the like. In the event of any such
change in the outstanding Common Stock of the Corporation, the aggregate number
of shares as to which Options may be granted under the 1996 Plan and to any
employee shall be appropriately adjusted by the Committee, whose determination
shall be conclusive. No adjustment shall be made in the requirements set forth
in paragraph 7(b) with respect to the minimum number of shares that must be
purchased upon any exercise.
In the event that a (i) dissolution, liquidation, merger or consolidation
of the Corporation, (ii) sale of all or substantially all of the assets of the
Corporation or sale of substantially all of the assets or a majority of the
stock of a subsidiary of which the optionee is then an employee, or (iii) change
in control of the Corporation has occurred or is about to occur, then, if the
Committee shall so determine, each Option under the 1996 Plan, if such event
shall occur with respect to the Corporation, or each Option held by an employee
of a subsidiary corporation respecting which such event shall occur, shall be
terminated upon the occurrence of such event, and the Corporation shall pay the
optionee in lieu thereof an amount equal to (i) the excess of the fair market
value of one share at the close of business on the day next preceding occurrence
of such event over the option price per share, multiplied by (ii) the full
number of shares subject to the Option, without regard to whether any
installment is then otherwise exercisable.
For purposes of the 1996 Plan, the term "change in control" means an event
or series of events that would be required to be described as a change in
control of the Corporation in a proxy or information statement pursuant to
Schedule 14A or 14C promulgated under the Exchange Act. The determination
whether and when a change in control has occurred or is about to occur shall be
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made by vote of a majority of the persons who shall have constituted the
Committee immediately prior to the occurrence of the event or series of events
constituting such change in control.
11. Effectiveness of the 1996 Plan.
Options may be granted under the 1996 Plan at any time and from time to time
after its adoption by the Board of Directors, subject to the approval and
authorization of the 1996 Plan by a majority of the votes properly cast thereon
at a meeting of stockholders of the Corporation duly called and held, but no
option may be exercised under the 1996 Plan until the 1996 Plan shall have been
so approved by stockholders. If so approved by stockholders, the 1996 Plan shall
become effective as of January 17, 1996, the date of its adoption by the Board
of Directors.
12. Termination and Amendment of the 1996 Plan.
The Board of Directors of the Corporation may, at any time prior to the
termination of the 1996 Plan, suspend, terminate, modify or amend the 1996 Plan;
provided that any increase in the aggregate number of shares reserved for
issuance upon the exercise of Options, any increase in the maximum number of
shares for which Options may be granted to any employee during any period, any
reduction in the purchase price of the Common Stock covered by any Option, any
extension of the period during which Options may be granted or increase beyond
ten years in the maximum term of Options, or any material modification in the
eligibility requirements for participation in the 1996 Plan, shall be subject to
the approval of stockholders in the manner provided in paragraph 11, except that
any such increase, reduction, or change that may result from any adjustment
authorized by paragraph 10 or any modification or amendment based on any
amendment of the Exchange Act, the Code or change in any regulation promulgated
thereunder (to the extent permitted by the Exchange Act, the Code, the
Securities and Exchange Commission or the Internal Revenue Service) shall not
require such approval. No suspension, termination, modification or amendment of
the 1996 Plan may, without the consent of the holder of an outstanding option,
adversely affect the rights of such holder.
13. Financing for Investment in Stock of the Corporation.
Until January 16, 2006, the Board of Directors may cause the Corporation
or any subsidiary to give or arrange for financing, including direct loans,
secured or unsecured, or guaranties of loans by banks, which guaranties may be
secured in whole or in part by assets of the Corporation or any subsidiary, to
any employee of the Corporation or any parent corporation or any subsidiary
corporation who shall have been so employed for a period of at least two years
at the end of the fiscal year ended immediately prior to the arranging of such
financing; but the Board of Directors may, in any specific case, authorize
financing for an employee who shall not have served for such period. Such
financing shall be for the purpose of providing funds for any one or more of the
purchase by the employee of shares pursuant to the exercise of an Option; the
payment of taxes incurred in connection with such exercise; or otherwise
purchasing or carrying a stock investment in the Corporation. Such financing
shall bear interest at a rate not less than the lowest rate that avoids
imputation of interest at a higher rate under the Code. Each recipient of such
financing shall be personally liable for the full amount of all financing
extended to him. Such financing shall be based upon the judgment of the
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Board of Directors that such financing may reasonably be expected to benefit the
Corporation, and that such financing as may be granted shall be consistent with
the Certificate of Incorporation and by-laws of the Corporation or such
subsidiary, and applicable laws.
If any such financing is authorized by the Board of Directors, such
financing shall be administered by a special committee of the Board to be
denominated the Stock Investment Financing Committee. Such Committee shall
consist of not less than two directors, each of whom shall be a disinterested
person.
14. Severability.
In the event that any one or more provisions of the 1996 Plan or any
Agreement, or any action taken pursuant to the 1996 Plan or such Agreement,
should, for any reason, be unenforceable or invalid in any respect under the
laws of the United States, any state of the United States or any other
government, such unenforceability or invalidity shall not affect any other
provision of the 1996 Plan or of such or any other Agreement, but in such
particular jurisdiction and instance the 1996 Plan, and the affected Agreement
shall be construed as if such unenforceable or invalid provision had not been
contained therein or if the action in question had not been taken thereunder.
15. Effect on Prior Options.
The adoption of the 1996 Plan shall have no effect on outstanding options
previously granted by the Corporation.
16. Certain Definitions.
(a) The term "parent corporation" and "subsidiary corporation"
shall have the meanings, with respect to the Corporation, set forth in Sections
425(e) and (f) of the Code, respectively.
(b) The term "disinterested person" shall mean a director who
is not, during the one year prior to service as an administrator of the 1996
Plan, or during such service, granted or awarded equity securities pursuant to
the 1996 Plan or any other plan of the Corporation or any of its affiliates,
except that: (A) participation in a formula plan meeting the conditions in
paragraph (c)(2)(ii) of Rule 16b-3 promulgated under the Exchange Act of 1934
("Rule 16b-3") shall not disqualify a director from being a disinterested
person, and (B) participation in an ongoing securities acquisition plan meeting
the conditions in paragraph (d)(2)(i) of Rule 16b-3 shall not disqualify a
director from being a disinterested person.
(c) The term "fair market value" of a share of Common Stock
shall mean as of the date on which such fair market value is to be determined
the closing price of a share of Common Stock as reported in The Wall Street
Journal (or a publication deemed equivalent to The Wall Street Journal for such
purpose by the Committee) for the national securities exchanges and other
securities markets which at the time are included in the stock price quotations
of such
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publication. In the event that the Committee shall determine such stock price
quotation is not representative of fair market value, the Committee may
determine fair market value in such a manner as it shall deem appropriate under
the circumstances.
7
EXHIBIT 5
November 4, 1996
Manhattan Bagel Company, Inc.
246 Industrial Way West
Eatontown, NJ 07724
Dear Sirs:
We have acted as counsel for Manhattan Bagel Company, Inc., a New Jersey
corporation (the "Corporation"), in connection with the 750,000 shares (the
"Shares") of common stock, no par value per share, to be issued upon the
exercise of options ("Options") granted under the Manhattan Bagel Company, Inc.
1996 Stock Option Plan.
In so acting, we have participated in the preparation of the Registration
Statement. We have also made such investigation and have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of such records, documents, certificates and other instruments and such factual
information otherwise supplied to us by the Company as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.
We are of the opinion that the Shares will, upon issuance in accordance
with the terms of the Options, be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the "Item 5. Interests
of Named Experts and Counsel." therein.
Very truly yours,
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Manhattan Bagel Company, Inc.
and Subsidiaries
We hereby consent to the use in this Form S-8, pertaining to the Manhattan Bagel
Company, Inc. 1996 Stock Option Plan and to the incorporation by reference
therein of our reports (a) dated September 8, 1995, with respect to the 1994
consolidated financial statements of Manhattan Bagel Company, Inc., incorporated
by reference in its Annual Report (Form 10-KSB) for the year ended Decmeber 31,
1995, and (b) dated September 8, 1995, except for Note 1 as to which the date is
October 31, 1996, with regard to the consolidated financial statements of
Manhattan Bagel Company, Inc. included in its Current Report on Form 8-K dated
May 23, 1996, as amended, both filed with the Securities and Exchange
Commission.
/s/ AMPER, POLITZINER & MATTIA
AMPER, POLITZINER & MATTIA
October 31, 1996
Edison, New Jersey
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated June 16, 1995 accompanying the financial
statements of DAB Industries, Inc. included in the current Report of Manhattan
Bagel Company, Inc. On Form 8-K dated May 23, 1996, as amended. We hereby
consent to the incorporation by reference of said report in this Registration
Statement on Form S-8.
/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
October 30, 1996
EXHIBIT 23(c)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-0000) pertaining to the Manhattan Bagel Company, Inc. 1996 Stock
Option Plan of our reports (a) dated February 14, 1996 with respect to the
consolidated financial statements for the year ended December 31, 1995 of
Manhattan Bagel Company, Inc. included in its Annual Report (Form 10-KSB) and
(b) dated October 30, 1996 with respect to the consolidated financial statements
for the year ended December 31, 1995 of Manhattan Bagel Company, Inc. which
reflects the pooling-of-interest transaction with Specialty Bakeries, Inc.
included in its Current Report on Form 8-K dated May 23, 1996, as amended, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Princeton, New Jersey
October 30, 1996
EXHIBIT 23(d)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Manhattan Bagel Company, Inc.
246 Industrial Way West
Eatontown, NJ 07724
Gentlemen:
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-0000) pertaining to the Manhattan Bagel Company,
Inc. 1996 Stock Option Plan, of our report dated February 2, 1996 with respect
to the financial statements for the years ended December 31, 1995 and 1994 of
Specialty Bakeries, Inc., included in the Current Report on Form 8-K dated May
23, 1996, as amended, of Manhattan Bagel Company, Inc., filed with the
Securities and Exchange Commission.
/s/ Rainer & Company
Rainer & Company
Newton Square, Pennsylvania
October 31, 1996
