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 September 12, 2000
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20459
Re: The Quizno's Corporation
Form S-8, File Number 333-45205
Termination of Registration
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-8
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 98,396 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 September 12, 2000
Registration No. 333-45205
================================================================================
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
The Quizno's Corporation
(Exact name of registrant as specified in its charter)
Colorado 84-1169286
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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
(720) 359-3300
(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-8 (Reg. No. 333-45205), was originally filed
with the U. S. Securities and Exchange Commission (the "Commission") on January
29, 1998 by the Registrant (the "Registration Statement"), and automatically
became effective on such date. The offering of securities by both the Issuer and
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 150,000. The total number of shares of common stock
sold pursuant to the Registration Statement was 51,604, with 98,396 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 98,396 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-8 and has duly caused this Post-Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado on September 12,
2000.
THE QUIZNO'S CORPORATION
By *
------------------
Patrick E. Meyers,
Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* President, Chief Executive Officer and September 12, 2000
------------------ Director (Principal Executive Officer)
Richard E. Schaden
* Chief Financial Officer and Treasurer September 12, 2000
------------------ (Principal Financial and Accounting Officer)
John L. Gallivan
* Vice President, Secretary and Director September 12, 2000
------------------
Richard F. Schaden
* Director September 12, 2000
------------------
Brad A. Griffin
* Director September 12, 2000
------------------
Mark L. Bromberg
* Director September 12, 2000
------------------
J. Eric Lawrence
* Director September 12, 2000
------------------
Frederick H. Schaden
</TABLE>
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 previously filed with the U. S. Securities and
Exchange Commission.
/s/Patrick E. Meyers
--------------------
Patrick E. Meyers
Attorney-in-Fact
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