Lyle B. Stewart, P.C.
3751 South Quebec Street
Denver, Colorado 80237
Telephone: 303-267-0920
Fax: 303-267-0922
United States Securities and Exchange Commission January 3, 2000
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20459
Re: The Quizno's Corporation
Form S-3, File Number 333-38691
Dear Madams and Sirs:
On behalf of my client, The Quizno's Corporation.(the "Corporation"), and
pursuant to Rule 101(a)(2)(i) under Regulation S-T promulgated by the U.S.
Securities and Exchange Commission (the "Commission"), we are filing herewith
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
referenced above. This Post-Effective Amendment is being filed pursuant to the
undertaking of the Registrant contained in the section in Part II of the
Registration Statement entitled "Undertakings," to remove 20,000 unsold shares
from registration with the Commission.
If you have any questions with respect to this filing or if comments are to be
made regarding the enclosed material, please contact the undersigned at the
telephone number above.
Very truly yours,
/s/ Lyle B. Stewart
<PAGE>
As filed with the U. S. Securities and Exchange Commission on January __, 2000
Registration No. 333-38691
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE QUIZNO'S CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation or organization)
84-1169286
(I.R.S. Employer Identification No.)
1415 LARIMER STREET,
DENVER, COLORADO 80202
(303) 291-0999
(Address, including Zip Code, and Telephone Number,
including Area Code, of the Registrant's Principal Executive Offices)
PATRICK E. MEYERS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
THE QUIZNO'S CORPORATION
1415 LARIMER STREET
DENVER, COLORADO 80202
(303) 291-0999
(Name, Address and Telephone Number, of Agent for Service)
WITH A COPY TO:
LYLE B. STEWART, ESQ.
LYLE B. STEWART, P.C.
3751 S. QUEBEC STREET
DENVER, COLORADO 80237
(303) 267-0920
<PAGE>
DEREGISTRATION OF SECURITIES
A Registration Statement on Form S-3 (Reg. No. 333-38691), was originally filed
with the U. S. Securities and Exchange Commission (the "Commission") on October
24, 1997 by the Registrant (the "Registration Statement"), and, as amended, was
declared effective on January 9, 1998. The offering of securities by certain
selling shareholders named in the Registration Statement has been terminated.
The total number of shares of the Registrant's common stock registered under the
Registration Statement was 100,000. The total number of shares of common stock
sold pursuant to the Registration Statement was 80,000, with 20,000 registered
shares of common stock remaining unsold at the termination of the offering.
Pursuant to the undertaking of the Registrant contained in the section in Part
II of the Registration Statement entitled "Undertakings," the Registrant hereby
requests that the 20,000 unsold shares be removed from registration by means of
this Post-Effective Amendment No. 1.
<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 Amendment No. 1 to
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Denver, Colorado on January 3, 2000.
THE QUIZNO'S CORPORATION
BY /S/PATRICK E. MEYERS
Patrick E. Meyers, Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1
to this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
_________*___________ President, Chief Executive January 3, 2000
Richard E. Schaden Officer and Director
(Principal Executive Officer)
_________*___________ Chief Financial Officer and January 3, 2000
John L. Gallivan Treasurer (Principal Financial
and Accounting Officer)
_________*___________ Vice President, Secretary January 3, 2000
Richard F. Schaden and Director
_________*___________ Director
Brad A. Griffin
_________*___________ Director January 3, 2000
Mark L. Bromberg
_________*___________ Director January 3, 2000
J. Eric Lawrence
_________*___________ Director January 3, 2000
Frederick H. Schaden
* Patrick E. Meyers, by signing his name hereto, does sign this document on
behalf of himself and each of Messrs Richard E. Schaden, Richard F. Schaden,
John L Gallivan, Mark L. Bromberg, J. Eric Lawrence, and Frederick H. Schaden
in the capacities indicated immediately above pursuant to powers of attorney
duly executed by each such person and filed with the U. S. Securities and
Exchange Commission previously.
/s/ PATRICK E. MEYERS
Patrick E. Meyers
Attorney-in-Fact
