<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission on October 1, 1998 Registration No. 33-________
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------
RESTAURANT TEAMS INTERNATIONAL, INC.
(Exact name of the Company as specified in its charter)
Texas 75-2337102
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1705 E. Whaley
Longview, Texas 75605
(Address of principal executive offices)
RESTAURANT TEAMS INTERNATIONAL, INC.
1995 INCENTIVE STOCK OPTION PLAN
Mr. Stanley L. Swanson
Restaurant Teams International, Inc.
1705 E. Whaley
Longview, Texas 75605
(Name and address of agent for service)
(903) 758-2811
(Telephone number, including area code, of agent for service)
With copies to:
Ronald L. Brown, Esq.
Glast, Phillips & Murray, P.C.
13355 Noel Road, Suite 2200
Dallas, Texas 75240
(972)419-8300
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities Amount of be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) per Share(2) Price (1)(2) Registration Fee(2)
Common Stock, $0.01 200,000 $2.1875 $437,500 $130.00
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate number of additional shares that may be
issuable in connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average
of the bid and asked prices for the Company's common stock as reported
within five business days prior to the date of this filing.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
*The document(s) containing the information specified in Part 1 of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). Such document(s)
are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to
Item 3 of Part II hereof) a prospectus that meets the requirements of Section
10(a) of the Act.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Restaurant
Teams International, Inc. (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997 (the "Annual Report") filed by the
Company (SEC File No. 001-13559) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with the
Commission.
(b) The Company's Form 10-QSB for the quarter ended June 30, 1998.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (a) above.
(d) The description of the Company's Common Stock set forth under
the caption "Description of Securities" at page 16 of the
Company's Registration Statement on Form 10SB/A-3, filed with
the Commission on October 23, 1997, is hereby incorporated by
reference.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities them remaining unsold,
shall be deemed incorporated by reference into this Registration Statement and
to be a part thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus which is a part
hereof (the "Prospectus") to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
In accordance with the Texas Business Corporation Act, Article IV of
the Company's Bylaws provides that the Company may advance expenses to and
indemnify directors, officers, employees, agents and other persons who may have
advanced expenses and be indemnified under applicable law.
Section 2.02-1 of the Texas Business Corporation Act permits
indemnification of directors and officers of the Company and officers and
directors of another corporation, partnership, joint venture, trust, or other
enterprise who serve at the request of the Company, against expenses, including
attorneys fees, judgments, fines and amounts paid in settlement actually and
reasonable incurred by such person in connection with any action, suit or
proceeding in which such person is a party by reason of such person being or
having been a director or officer of the Company or at the request of the
Company, if he conducted himself in good faith and in a manner he reasonably
believed to be in or not
3
<PAGE>
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The Company may not indemnify an officer or a director with respect to
any claim, issue or matter as to which such officer or director shall have been
adjudged to be liable to the Company, unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper. To the extent that an officer or
director is successful on the merits or otherwise in defense on the merits or
otherwise in defense of any action, suit or proceeding with respect to which
such person is entitled to indemnification, or in defense of any claim, issue or
matter therein, such person is entitled to be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in connection
therewith.
The circumstances under which indemnification is granted in an action
brought on behalf of the Company are generally the same as those set forth
above; however, expenses incurred by an officer or a director in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of final disposition upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it is ultimately determined
that such officer or director is not entitled to indemnification by the Company.
No director of the Company shall be personally liable to the Company or
any of its shareholders for damages for any act or omission in such capacity
except to the extent Texas law expressly precludes limitation of such personal
liability, which it does when the director is found liable for a breach of his
duty of loyalty, an act or omission not in good faith that constitutes a breach
of duty or intentional misconduct or knowing violation of law, a transaction
from which the director received an improper benefit or any other case where
liability is provided by statute.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective
amendment to the Registration Statement to:
(i) include any prospectus required by
Section 10(a)(3) of the Securities Act; (ii)
reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement which,
individually or in the aggregate, represent
a fundamental change in the information set
forth in the Registration Statement; and
notwithstanding the foregoing, any increase
or decrease in volume of securities offered
(if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low
or high end of the estimated maximum
offering range may be reflected in the form
of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change
in the maximum aggregate offering price set
forth in the "Calculation of Registration"
table in the effective registration
statement; and (iii) include any material
information with respect to the plan of
distribution not previously disclosed in the
4
<PAGE>
Registration Statement or any material
change to such information in the
Registration Statement, provided however,
that provisions (i) and (ii) of this
undertaking are inapplicable if the
information to be filed thereunder is
contained in periodic reports filed by the
Company pursuant to the Exchange Act that
are incorporated by reference into the
Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
(3) To remove from registration by means of
post-effective amendment any of the
securities being registered which remains
unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the 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 the registrant of expenses incurred or paid by a director,
officer or controlling person 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, the Company 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 its is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(c) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 the City of Longview, State of Texas, on October 1, 1998.
RESTAURANT TEAMS INTERNATIONAL, INC.
By: /s/ Stanley L. Swanson
-------------------------
Stanley L. Swanson
Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
By: /s/ Curtis A. Swanson
------------------------
Curtis A. Swanson, Vice President
and Chief Financial Officer
By: /s/ Jean Hedges
------------------------
Jean Hedges, Controller and
Principal Accounting Officer
6
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Curtis A. Swanson, his true and lawful
attorney-in-fact and agent, each will full power of substitution and
re-substitution, for them and in their name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibit thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of the, 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 by each of the following persons in the
capacities indicated on the dates indicated below on October 1, 1998.
Signatures Title
/s/ Stanley L. Swanson President, Chief Executive Officer and
---------------------- Chairman of the Board of Directors
Stanley L. Swanson
/s/ Edward Dmytryk Director
-----------------------
Edward Dmytryk
/s/ Robert Lilly Director
-----------------------
Robert Lilly
/s/ Henry Leonard Director
-----------------------
Henry Leonard
7
<PAGE>
RESTAURANT TEAMS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
Exhibit Incorporated Herein by Filed Sequential
No. Description Reference To Herewith Page No.
--- ----------- ------------ -------- --------
<S> <C> <C> <C>
3.1 Articles of Incorporation Exhibits 2.1 and 2.2 of the Form
of Restaurant Teams 10SB Registration Statement filed
International, Inc., as with the Commission on October
amended 23, 1997 (SEC File No. 001-
13559)
3.2 Bylaws of Restaurant Incorporated by reference to
Teams International, Inc. Exhibit 2.3 of Form 10SB filed
with the Commission on
October 23, 1997
(SEC File No. 001-13559)
4.1 Restaurant Teams X
International, Inc. 1995
Incentive Stock Option
Plan
5.1 Opinion of Glast, Phillips
& Murray, P.C.
X
23.1 Consent of T.G. Prothro &
Company, PLLC
X
23.2 Consent of Glast, Phillips
& Murray, P.C. (included
in Exhibit 5.1)
24.1 Power of Attorney Included on
Signature Page
to the
Registration
Statement
</TABLE>
8
FRESH'N LITE, INC.
1995 INCENTIVE STOCK OPTION PLAN
I. Purpose of the Plan
Fresh'n Lite, Inc. 1995 Incentive Stock Option Plan (the "Plan") is
intended to provide a means whereby key employees and directors of Fresh'n Lite,
Inc., a Delaware corporation (together with any "parent" or "subsidiary" as
defined in Section 424 of the Code, the "Company"), may develop a sense of
proprietorship and personal involvement in the development and financial success
of the Company, and to encourage them to remain with and devote their best
efforts to the business of the Company, thereby advancing the interests of the
Company and its shareholders. Accordingly, the Company may grant to directors
and key employees ("Optionees") the option (the "Option") to purchase shares of
Common Stock, without par value (the "Stock"), of Fresh'n Lite Inc., as
hereinafter set forth. It is intended that Options granted under the Plan will
qualify as "incentive stock options" as defined under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). No stock options other
than incentive stock options may be granted under the Plan.
II. Administration
The Plan shall be administered by the Board of Directors of the Company or
such committee of members of the Board as the Board may appoint (the
"Committee"); however, if the Company becomes subject to the reporting
requirements of the Securities Exchange Act of 1934 ("1934 Act"), the members of
the Committee shall be "non employee directors" within the meaning of paragraph
(d)(8) of Rule 16b-3 which has been adopted by the Securities and Exchange
Commission under the 1934 Act, as such Rule or its equivalent is then in effect.
Committee members may resign at any time by delivering written notice to the
Board of Directors. Vacancies in the Committee, however caused, shall be filled
by the Board of Directors. The Committee shall have sole authority to select the
persons who are to be granted Options from among those eligible hereunder and to
establish the number of shares which may be issued under each Option. The
Committee is authorized to interpret the Plan and may from time to time adopt
such rules and regulations, not inconsistent with the provisions of the Plan, as
it may deem advisable to carry out the Plan. The Committee shall act by a
majority of its members in office and the Committee may act either by vote at a
telephonic or other meeting or by a memorandum or other written instrument
signed by all of the members of the Committee. All decisions made by the
Committee in selecting the persons to whom Options shall be granted, in
establishing the number of shares which may be issued under each Option, and in
construing the provisions of the Plan shall be final. In its absolute
discretion, the Board of Directors may at any time and from time to time
exercise any and all rights and duties of the Committee under the Plan.
-1-
<PAGE>
The day-to-day administration of the Plan may be carried out by such
officers and employees of the Company as shall be designated from time to time
by the Committee. Members of the Committee shall not receive compensation for
their services as members, but all expenses and liabilities they incur in
connection with the administration of the Plan shall be borne by the Company'
The Committee may employ attorneys, consultants, accountants, appraisers,
brokers or other persons, and the Committee, the Board, the Company and the
officers and employees of the Company shall be entitled to rely upon the advice,
opinions or valuations of any such persons. The interpretation and construction
by the Committee of any provisions of the Plan or of any grant under the Plan
and any determination by the Committee under any provision of the Plan or any
such grant shall be final and conclusive for all purposes. Neither the Committee
nor any member thereof shall be liable for any act, omission, interpretation,
construction or determination made in connection with the Plan in good faith,
and the members of the Committee shall be entitled to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense
(including counsel fees) arising therefrom to the full extent permitted by law.
The members of the Committee shall be named as insureds under any directors and
officers liability insurance coverage that may be in effect from time to time.
III. Eligibility of Optionee
(a) Options may be granted only to individuals who are members of the
Board of Directors or key employees (including officers who are also key
employees) of the Company at the time the Option is granted. Options may be
granted to the same individual on more than one occasions. In no event
shall any employee or his legal representatives, heirs, legatees,
distributes or successors have any right to participate in the Plan except
to such extent, if any, as the Committee shall determine.
(b) No employee or director shall be eligible to receive any Option
if, on the Grant Date, such employee owns (including ownership through the
attribution provisions of Section 424 of the Code), in excess of ten
percent (10%) of the outstanding voting stock of the Company (or of its
parent or subsidiary as defined in Section 424 of the Code) unless the
following two conditions are met:
(i) the option price for the shares of Stock subject to the
Option is at least 110% of the fair market value of the shares of
Stock on the date the Option is granted (the "Grant Date"); and
(ii) the Option Agreement (defined below) provides that the term
of the Option does not exceed five (5) years.
(c) No employee or director shall be eligible to receive Options under
this Plan (and all other option plans of the Company) that are exercisable
-2-
<PAGE>
for the first time by such Optionee in any calendar year with respect to
stock with an aggregate fair market value (determined at the Grant Date) in
excess of $100,000.
IV. Shares Subject to the Plan
The aggregate number of shares of Stock which may be issued under
Options granted under the Plan shall not exceed 200,000 shares. Such shares
may consist of authorized but unissued shares of Stock or previously issued
shares of Stock reacquired by the Company. Any of such shares which remain
unissued and which are not subject to outstanding options at the
termination of the Plan shall cease to be subject to the Plan, but until
termination of the Plan, the Company shall at all times make available a
sufficient number of shares to meet the requirements of the Plan. Should
any Option hereunder expire or terminate prior to its exercise in full, the
shares theretofore subject to such Option may again be subject to an Option
granted under the Plan. The aggregate number of shares which may be issued
under Options granted under the Plan shall be subject to adjustment as
provided in Paragraph VIII hereof. Exercise of an Option in any manner, or
cancellation of an Option as provided in Paragraph V hereof (except the
last paragraph of said Paragraph V), shall result in a decrease in the
number of shares of Stock Which may thereafter be available for purposes of
the Plan by the number of shares as to which the Option is exercised or
cancelled.
V. Option Agreements
Each Option shall be evidenced by a written agreement (an "Option
Agreement") executed by the Optionee and an authorized officer of the Company,
which shall contain such terms, conditions and restrictions, and may be
exercisable at such times and for such periods, as may be approved by the
Committee; provided, however, that no option may be exercised to any extent
after, and every Option shall expire no later than, the tenth anniversary of the
Grant Date. Options that are granted shall be evidenced by Option Agreements in
the form approved or authorized by the Board. The terms, conditions and
restrictions of separate Option Agreements need not be identical. Specifically,
an Option Agreement (i) may provide for the cancellation at any time by the
Company in its sole discretion of the right to purchase all or part of the
shares under the Option in return for a payment in cash or shares of Stock or a
combination of cash and shares of Stock equal in value to the excess (if any of
the fair market value of the shares with respect to which the right to purchase
is cancelled over the option price therefor, i.e., the "spread," and/or (ii) may
provide that upon exercise of the Option, such exercise may be treated by the
Company as a cancellation of the Option with respect to those shares by the
payment to the Optionee of the spread, all on such terms and conditions as the
Committee in its sole discretion may prescribe. Moreover, an Option Agreement
may provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Stock (plus cash if necessary) having a fair
market value equal to such option price.
-3-
<PAGE>
The purchase price per share of Stock issued under each Option shall be
determined by the Committee and shall not be less than the fair market value of
a share of Stock on the Grant Date or 110% of such value in the case of a holder
of 10% of the Stock of the Company. For the purposes of the Plan and any Option
Agreement, the determination of the fair market value of a share of Stock on any
particular date shall be made in good faith by the Committee and such
determination shall be binding for all purposes.
The Committee may accelerate the exercisability of any Option in its sole
discretion and also may modify an outstanding Option, including reducing the
exercise price of the Option, or cancel an outstanding Option in exchange for
the grant of a new Option with such terms and conditions that are in accordance
with the Plan at the time of such grant; provided that any Option, as so
amended, or any such new Option, will qualify as an incentive stock option under
Section 422 of the Code.
VI. Exercise of Options
During the lifetime of the Optionee, only the Optionee (or if
incapacitated, his duly authorized representative) may exercise an Option
granted to him, or any portion thereof. After the death of Optionee, any
exercisable portion of an Option may, prior to the time when such portion
becomes unexercisable pursuant to Paragraph V or the Option Agreement, be
exercised by his personal representative or by any person empowered to do so
under the deceased Optionee's will or under the then applicable laws of descent
and distribution.
At any time and from time to time prior to the time when any exercisable
Option or exercisable portion thereof expires or becomes unexercisable pursuant
to Paragraph V or the Option Agreement, such exercisable Option or exercisable
portion thereof may be exercised in whole or in part; provided, however, that
the Company shall not be required to issue fractional shares and the Committee
may, in the Option Agreement, require any partial exercise to be made with
respect to a specified minimum number of shares.
An exercisable Option, or any exercisable portion thereof, may be exercised
solely by delivery to the Secretary of the Company of all of the following prior
to the time when such Option becomes unexercisable:
(a) notice in writing signed by the Optionee or other person then
entitled to exercise such Option or portion thereof, stating that such
Option or portion thereof is exercised;
(b) full payment of the option price (in cash or by check, bank draft
or money order payable to the Company for the shares of Stock with respect
to which such Option or portion thereof is thereby exercised), together
with payment or arrangement for payment of any federal, state or other tax
required to be withheld by the Company with respect to such exercise;
-4-
<PAGE>
(c) such representations and documents as the Committee reasonably
deems necessary or advisable to effect compliance with all applicable
provisions of the Securities Act of 1933, and any other federal, state or
foreign securities laws or regulations; the Committee, in its absolute
discretion, also may take whatever additional actions it deems appropriate
to effect such compliance, including, without limitation, placing legends
on share certificates and issuing stop transfer orders to transfer agents
and registrars; and
(d) in the event that the Option or portion thereof shall be exercised
pursuant to this Paragraph VI by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to
exercise the Option or portion thereof.
VII Transferability of Options and Stock
No Option or interest or right therein shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means, whether such disposition be voluntary or involuntary or by operation of
law or by judgment, levy, attachment, garnishment or any other legal or
equitable proceeding (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect; provided, however, that nothing
in this Paragraph VII shall prevent transfers by will or by the applicable laws
of descent and distribution.
The Committee, in its absolute discretion, may impose such restrictions on
the transferability of the shares of Stock purchasable upon the exercise of an
Option as it deems appropriate, including without limitation (i) the right to
exercise a right of first refusal in the event of an offer to purchase the Stock
from the Optionee or any transferee of the Optionee, (ii) the right of the
Company to repurchase the shares of Stock from the Optionee or any transferee of
the Optionee and (iii) the right to require an escrow of the certificates
evidencing the shares of Stock. Any such restriction shall be set forth or
incorporated by reference in the respective Option Agreement and may be referred
to on the certificates evidencing such Stock.
VIII. Recapitalization, Reorganization or Change in Control
(a) The existence of the Plan and the Options granted
hereunder shall not affect in any way the right or power of the Board of
Directors or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of debt or equity securities ahead of or affecting Stock or the rights
thereof, the dissolution or liquidation of the Company or any sale or transfer
of all or any part of its assets or business, or any other corporate act or
proceeding.
(b) The shares with respect to which Options may be granted are shares of
Stock as presently constituted, but if, and whenever, prior to the termination
-5-
<PAGE>
of the Plan or the expiration of an Option theretofore granted, the Company
shall effect a subdivision or consolidation of shares of Stock or the payment of
a stock dividend on Stock without receipt of consideration by the Company, the
remaining shares of Stock available under the Plan and the number of shares of
Stock with respect to which any Option may thereafter be exercised (i) in the
event of an increase in the number of outstanding shares, shall be
proportionately increased, and the purchase price per share under an outstanding
Option shall be proportionately reduced, and (ii) in the event of a reduction in
the number of outstanding shares, shall be proportionately reduced, and the
purchase price per share under an outstanding Option shall be proportionately
increased.
(c) Except as may otherwise be expressly provided in the Plan, the issuance
by the Company of shares of stock of any class or securities convertible into
shares of stock of any class, for cash, property, labor or services, upon direct
sale, upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, and in any case whether or not for fair value, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options theretofore granted or the purchase
price per share.
(d) If the Company effects a recapitalization or otherwise materially
changes its capital structure (both of the foregoing are herein referred to as a
"Fundamental Change"), then thereafter upon any exercise of an Option
theretofore granted the Optionee shall be entitled to purchase under such
Option, in lieu of the number of shares of Stock as to which such Option shall
then be exercisable, the number and class of shares of stock and securities to
which the Optionee would have been entitled pursuant to the terms of the
Fundamental Change if, immediately prior to such Fundamental Change, the
Optionee had been the holder of record of the number of shares of Stock as to
which such Option is then exercisable.
(e) If (i) the Company shall not be the surviving entity in any merger or
consolidation (or survives only as a subsidiary of another entity), (h) the
Company sells all or substantially all of its assets to any other person or
entity (other than a wholly-owned subsidiary), (iii) any person or entity
(including a "group" as contemplated by Section 13(d)(3) of the 1934 Act) after
the date hereof acquires or gains ownership or control of (including, without
limitation, power to vote) more than 50% of the outstanding shares of Stock,
(iv) the Company is to be dissolved and liquidated, or (v) as a result of or in
connection with a contested election of directors, the persons who were
directors of the Company before such election shall cease to constitute a
majority of the Board (each such event in clauses (i) through (v) above is
referred to herein as a "Corporate Change"), then, effective as of a date
selected by the Committee, which date shall be (a) in the event of the
occurrence of a Corporate Change specified in clause (i), (ii) or (iv) above, no
later than a date determined by the Committee to be far enough in advance of the
date of such Corporate Change to permit each Optionee to exercise such
Optionee's Option to purchase shares of Stock and participate therewith in such
Corporate Change or (b) in the event of the occurrence of a Corporate Change
specified in clause (iii) or
-6-
<PAGE>
(v) above, no later than thirty days after such Corporate Change, the Committee
(which for purposes of the Corporate Changes described in (iii) and (v) above
shall be either the Committee as constituted prior to the occurrence of such
Corporate Change or, if no Committee had been appointed, the Board of Directors
as constituted prior to the occurrence of such Corporate Change) acting in its
sole discretion without the consent or approval of any Optionee, shall effect
one or more of the following alternatives or combination of alternatives with
respect to all outstanding Options (which alternatives may be made conditional
on the occurrence of any of the Corporate Changes specified in clause (i)
through (v) above and which may vary among Individual Optionees): (1) in the
case of a Corporate Change specified in clauses (i), (ii) or (iv), accelerate
the time at which Options then outstanding may be exercised so that such Options
may be exercised in full for a limited period of time on or before a specified
date fixed by the Committee, after which specified date all unexercised Options
and all rights of Optionees thereunder shall terminate, (2) accelerate the time
at which Options then outstanding may be exercised so that such Options may be
exercised in full for their then remaining term or (3) require the mandatory
surrender to the Company of outstanding Options held by such Optionees
(irrespective of whether such Options are then exercisable under the provisions
of the Plan) as of a date, before or not later than sixty days after such
Corporate Change, specified by the Committee, and in such event the Committee
shall thereupon cancel such Options and the Company shall pay to each Optionee
an amount of cash equal to the excess of the fair market value of the aggregate
shares of Stock subject to such Option, determined as of the date such Corporate
Change is effective, over the aggregate option price of such shares; provided,
however, the Committee shall not select an alternative (unless consented to by
the Optionee) such that, if an Optionee exercised his accelerated Option
pursuant to alternative 1 or 2 and participated in a transaction specified in
clause (i), (ii) or (iv) or received cash pursuant to alternative 3, the
alternative would result in the Optionee's owing any money by virtue of
operation of Section 16(b) of the 1934 Act. If all such alternatives have such a
result, the Committee shall take such action, which is hereby authorized, to put
such Optionees in as close to the same position as such Optionee would have been
in had alternative 1, 2, or 3 been selected but without resulting in any payment
by such Optionee pursuant to Section 16(b) of the 1934 Act. Notwithstanding the
foregoing, (I) with the consent of the Optionee, the Committee may in lieu of
the foregoing make such provision with respect to any Corporate Change as it
deems appropriate, and (II) in the event that a Corporate Change described in
clauses (i), (ii) or (iii) occurs, but such Corporate Change does not result in
any effective change in ownership or control of the Company, the Committee shall
make such adjustments in the designation and number of unpurchased shares
subject to this Plan, the number of shares subject to Options outstanding under
this Plan, the exercise price specified in Options outstanding under the Plan,
and such other terms and provisions of the Options outstanding under this Plan
as the Committee may determine to be appropriate and equitable.
(f) Any adjustment provided for above shall be subject to any shareholder
action required by applicable Texas corporate law.
-7-
<PAGE>
IX Optionee Rights Limited
Nothing in this Plan or in any Option Agreement hereunder shall confer upon
any Optionee any right to continue in the employ of the Company or shall
interfere with or restrict in any way the rights of the Company, which are
hereby expressly reserved, to discharge any Optionee at any time for any reason
whatsoever, with or without just cause.
The holders of Options shall not be, nor have any of the rights or
privileges of, shareholders of the Company in respect to any shares purchasable
upon the exercise of any part of an Option unless and until certificates
representing such shares have been issued by the Company to such holders.
X. Term of Plan
The Plan shall be effective upon the date specified by the Board of
Directors in its adoption of the Plan. Except with respect to Options then
outstanding, if not sooner terminated under the other provisions hereof, the
Plan shall terminate upon and no further Options shall be granted after the
expiration of ten years from the date of its adoption by the Board of Directors.
The adoption of this Plan shall not affect any other compensation or incentive
plans in effect for the Company or any subsidiary. Nothing in this Plan shall be
construed to limit the right of the Company or any subsidiary to grant or assume
options otherwise than under this Plan in connection with any proper corporate
purpose, including, but not by way of limitation, the grant or assumption of
options in connection with the acquisition by purchase, lease, merger,
consolidation or otherwise, of the business, stock or assets of any corporation,
firm or association.
XI. Amendment or Termination of the Plan
The Board of Directors in its discretion may terminate the Plan at any time
with respect to any shares for which Options have not theretofore been granted.
The Board of Directors shall have the right to alter or amend the Plan or any
part thereof from time to time; provided, that no change in any Option
theretofore granted may be made which would impair the rights of the Optionee
without the consent of such Optionee; and provided, further, that the Board of
Directors or the Committee may not make any alterations or amendment which would
materially increase the benefits accruing to Optionees under the Plan, increase
the aggregate number of shares which may be issued pursuant to the provisions of
the Plan, change the class of employees eligible to receive Options under the
Plan or extend the term of the Plan, without the approval of the holders of a
majority of the outstanding shares of each class of capital stock of the Company
voting or acting separately as a class.
-8-
EXHIBIT 5.1
GLAST, PHILLIPS & MURRAY
A PROFESSIONAL CORPORATION
2200 ONE GALLERIA TOWER
ATTORNEYS AND COUNSELORS 13355 NOEL ROAD, L.B. 48
RONALD L. BROWN, P.C. ALLAS, TEXAS 75240-6657
DIRECT DIAL NUMBER: TELEPHONE: (972) 419-8300
(972) 419-8302 FAX: (972) 419-8329
October 1, 1998
Restaurant Teams International, Inc.
1705 E. Whaley
Longview, Texas 75605
Re: Form S-8 Registration Statement relating to the registration of
200,000 shares of common stock, $.01 par value of Restaurant
Teams International, Inc. pursuant to the 1995 Incentive Stock
Option Plan
Gentlemen:
We are acting as counsel for Restaurant Teams International, Inc., a
Texas corporation (the "Company"), in connection with the filing under the
Securities Act of 1933, as amended, of a Registration Statement for the Company
on Form S-8 filed with the Securities and Exchange Commission ("SEC") (the
"Registration Statement"), covering an aggregate of 200,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of the
Company which will be issued pursuant to the 1995 Incentive Stock Option Plan
(the "Plan").
In that connection, we have examined the Form S-8 Registration
Statement in the form to be filed with the SEC. We have also examined and are
familiar with the originals or authenticated copies of all corporate or other
documents, records and instruments that we have deemed necessary or appropriate
to enable us to render the opinion expressed below.
We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals or
copies of documents examined by us were competent to execute and deliver such
documents. In addition, we have assumed that the Shares will not be issued for
consideration equal to less than the par value thereof and that the form of
consideration to be received by the Company for the Shares will be lawful
consideration under the Texas Business Corporation Act.
Based on the foregoing and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, or any
portion thereof, when issued as described in the Registration Statement, will be
validly issued by the Company, fully paid and nonassessable.
<PAGE>
Restaurant Teams International, Inc.
October 1, 1998
Page 2
This opinion is limited in all respects to the laws of the United
States of America the Texas Business Corporation Act.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
GLAST, PHILLIPS & MURRAY, P.C.
/s/ Glast Phillips & Murray, P.C.
----------------------------------
EXHIBIT 23.1
October 1, 1998
Restaurant Teams International, Inc.
1705 E. Whaley
Longview, Texas 75605
Gentlemen:
We hereby consent to the incorporation by reference of our report dated
March 3, 1998 covering the financial statements of Restaurant Teams
International, Inc. (formerly Fresh 'n Lite, Inc.) as of December 31, 1997 and
for the two years ended December 31, 1997 into the Form S-8 registration
statement dated October 1, 1998, covering an aggregate of 200,000 shares of
common stock pursuant to the Company's 1995 Incentive Stock Option Plan.
T.G. PROTHRO & COMPANY, PLLC
/s/ T.G. Prothro & Company, PLLC
--------------------------------
