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 18, 2000
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20459
Dear Madams and Sirs:
On behalf of my client, The Quizno's Corporation (the "Corporation"), and
pursuant to Rule 101(a)(1)(i) under Regulation S-T promulgated by the U.S.
Securities and Exchange Commission (the "Commission"), we are filing herewith a
Registration Statement on Form S-8, pursuant to General Instruction E of Form
S-8, relating to the Corporation's Employee Stock Option Plan and Amended and
Restated Stock Option Plan for Directors and Advisors.
If you have any questions about this filing, please contact the undersigned at
the telephone or fax numbers indicated above.
Very truly yours
/s/Lyle B. Stewart
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As filed with the U. S. Securities and Exchange Commission on September 18, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(Address of Principal Executive Offices) (Zip Code)
The Quizno's Corporation
(1) Employee Stock 0ption Plan
------------------------------
(2) Amended and Restated Stock Option Plan for Directors and Advisors
---------------------------------------------------------------------
(Full Title of the Plan)
Patrick E. Meyers, Esq.
Vice President and General Counsel
The Quizno's Corporation
1415 Larimer Street
Denver, Colorado 80202
----------------------
(Name and Address of Agent for Service)
(720) 359-3300
--------------
(Telephone Number, including Area Code, 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed maximum Proposed maximum Amount of
be Registered Registered (1) offering price per aggregate offering registration fee (2)
share (2) price (2)
---------------------- -------------- ------------------ ------------------ --------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.001 per share 100,000 shares $6.5625 $656,250 $174.00
---------------------- -------------- ------------------ ------------------ --------------------
</TABLE>
(1) The shares registered hereby, which have been reserved by the Registrant for
issuance under the two Plans referenced above, are in addition to 870,000 shares
registered by the Registrant pursuant to a Registration Statement on Form S-8
(Reg. No. 333-942150 filed on January 7, 2000 and a Registration Statement on
Form S-8 (Reg. No. 333-45549) filed with the Commission on February 3, 1998.
<PAGE>
(2) Estimated solely for the purpose of calculating the registration fee. In
accordance with Rule 457(c) and (h), the price shown is based upon the average
of the high and low price of The Quizno's Corporation Common Stock on September
11, 2000, as reported on the Nasdaq SmallCap Market.
This Registration Statement is being filed pursuant to General Instruction E of
Form S-8 promulgated by the U. S. Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended. Pursuant to the
terms of such General Instruction E, the contents of two prior Registration
Statements on Form S-8 of the Registrant, Reg. No. 333-45549, and Reg. No.
333-94215, filed with the Commission on February 4, 1998 and January 7, 2000,
are incorporated herein by reference.
Item 5. Interest of Named Experts and Counsel.
Lyle B. Stewart, P.C, is named herein as giving the opinion required by Item (5)
of Item 601 of Regulation S-B. Lyle B. Stewart, Esq. is the sole owner and
employee of Lyle B. Stewart, P.C. and serves as a member of the Registrant's
Advisory Board. As a member of the Registrant's Advisory Board, Mr. Stewart
receives a grant of options to purchase 4,000 shares of the Registrant's common
stock at the fair market value on the grant date for each year he is a member of
the Advisory Board. As of September 11, 2000, Mr. Stewart held options to
purchase 16,000 shares of the Registrant's common stock at exercise prices of
from $3.50 to $7.625 per share.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Denver, Colorado on September 18, 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 Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Each person whose signature appears below in so signing also makes, constitutes
and appoints Richard E. Schaden and Patrick E. Meyers, and each of them, his or
her true and lawful attorney-in-fact, with full power of substitution, for him
in any and all capacities, to execute and cause to be filed with the Securities
and Exchange Commission any and all amendments and post-effective amendments to
this Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or his substitute or substitutes may do or cause to be done by
virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
-------------------- ---------------------------------------------- ------------------
<S> <C> <C>
/s/ Richard E. Schaden President, Chief Executive Office and Director September 18, 2000
----------------------
Richard E. Schaden (Principal Executive Officer)
/s/ John L. Gallivan Chief Financial Officer and Treasurer September 18, 2000
--------------------
John L. Gallivan (Principal Financial and Accounting Officer)
/s/ Richard F. Schaden Vice President, Secretary and Director September 18, 2000
---------------------
Richard F. Schaden
____________________ Director September __, 2000
Brad A. Griffin
/s/ Mark L. Bromberg Director September 18, 2000
--------------------
Mark L. Bromberg
/s/ J. Eric Lawrence Director September 18, 2000
--------------------
J. Eric Lawrence
/s/ Frederick H. Schaden Director September 18, 2000
------------------------
Frederick H. Schaden
</TABLE>
2
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EXHIBIT INDEX
Number Exhibit
----- -------
5.1 Opinion of Lyle B. Stewart, P.C.
23.1 Consent of Ehrhardt Keefe Steiner & Hottman PC
23.2 Consent of Lyle B. Stewart, P.C. (included in Exhibit 5.1)
24. Power of Attorney (included on signature page)
99.1 Employee Stock Option Plan
99.2 Amended and Restated Stock Option Plan for Directors and
Advisors
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