As filed with the Securities and Exchange Commission on December 9, 1998
Registration No. 33-________
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.
STOCK ISSUANCE TO CONSULTANTS
-----------------
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>
CALCULATION OF REGISTRATION FEE
- -------------------------- ----------------- ------------------------- ---------------------- ----------------------
<S> <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, $0.01 325,000 $3.75 $1,218,750 $339.00
- -------------------------- ----------------- ------------------------- ---------------------- ----------------------
</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.
<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 September
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
3
<PAGE>
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 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
4
<PAGE>
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 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 December 8, 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
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 December 9, 1998.
Signatures Title
/s/ Stanley L. Swanson President, Chief Executive Officer and
--------------------------
Stanley L. Swanson Chairman of the Board of Directors
/s/ Edward Dmytryk Director
--------------------------
Edward Dmytryk
/s/ Robert Lilly Director
--------------------------
Robert Lilly
/s/ Henry Leonard Director
--------------------------
Henry Leonard
6
<PAGE>
<TABLE>
<CAPTION>
RESTAURANT TEAMS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<S> <C> <C> <C>
- --------------- ----------------------------------- ------------------------------------------ ---------------------
Exhibit Incorporated Herein by Filed
No. Description Reference To Herewith
- --------------- ----------------------------------- ------------------------------------------ ---------------------
3.1 Articles of Incorporation of Exhibits 2.1 and 2.2 of the Form 10SB
Restaurant Teams International, Registration Statement filed with the
Inc., as amended Commission on October 23, 1997 (SEC
File No. 001-13559)
- --------------- ----------------------------------- ------------------------------------------ ---------------------
3.2 Bylaws of Restaurant Teams Incorporated by reference to Exhibit 2.3
International, Inc. of Form 10SB filed with the
Commission on October 23, 1997
(SEC File No. 001-13559)
- --------------- ----------------------------------- ------------------------------------------ ---------------------
4.1 Consulting Agreement dated
October 10, 1998 with MG X
Securities, Inc.
- --------------- ----------------------------------- ------------------------------------------ ---------------------
4.2 Consulting Agreement dated X
October 10, 1998 with Rex Crim
- --------------- ----------------------------------- ------------------------------------------ ---------------------
4.3 Consulting Agreement dated
October 10, 1998 with Steve X
Nadroski
- --------------- ----------------------------------- ------------------------------------------ ---------------------
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>
7
EXHIBIT 4.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into effective
this 10th day of October 1998 by and between Restaurant Teams International, a
Texas corporation (the "Company"), and MG Securities Corp. (the "Consultant").
WHEREAS, the Consultant has expertise and knowledge regarding strategic
planning, financial analysis, and market and public relations; and
WHEREAS, the Company has need for the services of the Consultant.
Agreement
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth, the benefit to the parties to be derived
therefrom and other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, it is agreed as follows:
1. Services. Consultant is hereby retained by the Company to serve as
an independent consultant to provide advice and services to the Company in
connection with strategic planning, developing capital markets, assisting in
financial analysis of the Company's operations, historical performance and
future prospects, assisting in public and market relations, including media
planning, message development, timing and placement of press releases, and other
related business consulting. During the term of this Agreement Consultant agrees
to provide such services to the Company as the Company may from time to time
reasonably request, including without limitation, advice and service with
respect to those matters as to which it has special competence by reason of its
business experience, knowledge, and abilities. Consultant shall make itself
available during reasonable business hours to perform all services reasonably
requested by the Company.
2. Term. The Agreement shall commence on the date hereof and shall
remain in full force and effect for a period of three (3) months from the date
hereof.
3. Compensation. The Company shall pay, and Consultant shall accept as
compensation hereunder an option to purchase 175,000 shares of the Company's
common stock, at an option exercise price of $2.50 per share (the "Option"). All
shares of the Company's common stock issued as compensation for services
hereunder on exercise of the Option will be registered under a registration
statement on Form S-8 filed with the Securities and Exchange Commission, under
the Securities Act of 1933, as amended.
4. Reimbursement for Costs. The Company shall pay all reasonable and
necessary out-of-pocket business expenses incurred by Consultant in the course
<PAGE>
of providing advice and services to the Company under the terms of this
Agreement up to $250.00 Consultant shall provide the Company with all receipts
and/or other documentation concerning such out-of-pocket expenses and the
Company, on receipt of documentation acceptable to it; including a statement
setting forth the purpose of such expenses, shall pay such expenses within
fifteen (15) days of the receipt of such documentation.
5. Independent Contractor. Consultant is retained under the terms of
this Agreement as an independent contractor and nothing herein shall be
construed as creating an employer/employee relationship, partnership or joint
venture between the parties. Consultant shall be solely liable for the payment
of any taxes imposed or arising out of the payment of the compensation to it by
the Company as set forth in this Agreement, including taxes imposed by Internal
Revenue Code sections 3508, 6153 and 1401 through 1403. The Company agrees to
the following rights of Consultant consistent with an independent contractor
relationship:
(A) Consultant has the rights to perform services for others during
the term of this Agreement;
(B) Consultant will furnish all materials used to provide the services
required by this Agreement;
(C) Consultant has the right to hire assistants as subcontractors or
to use third parties to provide the services required by this Agreement;
provided, however, that the Company is not liable for resulting costs; and
(D) Neither Consultant nor its employee or agents shall be required to
devote full time to performing the services required by this Agreement.
6. Authority to Act. The Consultant shall not have the authority to act
on behalf of the Company or to enter into agreements on behalf of the Company.
7. Indemnification. To the extent permitted by law, the Company will
indemnify Consultant and its agents against any claim or liability and will hold
the Consultant and its agents harmless from and pay any expenses (including
without limitation, legal fees and court costs), judgments, penalties,
settlements and other amounts arising out of or in connection with any act or
omission of the Consultant and its agents performed or made in good faith on
behalf of the Company pursuant to this Agreement, unless such action involves
gross negligence.
8. Nondisclosure of information. Consultant agrees that during the term
of this Agreement, Consultant will not, directly or indirectly, disclose to any
person not authorized by the Company to receive or use such information, any of
the Company's confidential or proprietary data, information, or techniques, or
give to any person not authorized by the Company to receive it or any
information that is not generally known to anyone other than the Company or that
is designated by the Company as "limited," "private, "confidential," or
Page 2
<PAGE>
otherwise marked to indicate its confidential nature. With respect to any
advise, written or oral, provided by the Consultant pursuant to this Agreement,
such advise will be solely for the information and assistance of the Company in
connection with the Consultant's services and unless otherwise indicated by the
Consultant, is not to be used, circulated, quoted, or otherwise referred to for
any other purpose, included in or in reference to, in whole or it part, any
registration statement, proxy statement or any other document without the prior
written consent of the Consultant.
9. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
10. Entire Agreement. This Agreement is a written memorialization of an
oral agreement between the parties and shall be considered to be the only
agreement or understanding between the parties hereto with respect to the advice
and services to be provided by Consultant to the Company. All negotiations,
commitments, and understandings acceptable to both parties have been
incorporated herein. This Agreement cannot be modified except by a written
document signed by the party to be charged therewith.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the state of Texas.
AGREED AND ENTERED INTO as of the date first above written.
THE COMPANY CONSULTANT
Restaurant Teams International MG Securities Corp.
By: /s/ Curtis A. Swanson By: /s/ Michael Anderson
----------------------------- ----------------------------
Its Duly Authorized Officer Michael Anderson, President
Page 3
EXHIBIT 4.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into effective
this 10th day of October 1998 by and between Restaurant Teams International, a
Texas corporation (the "Company"), and Rex Crim. (the "Consultant").
WHEREAS, the Consultant has expertise and knowledge regarding strategic
planning, financial analysis, and market and public relations; and
WHEREAS, the Company has need for the services of the Consultant.
Agreement
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth, the benefit to the parties to be derived
therefrom and other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, it is agreed as follows:
1. Services. Consultant is hereby retained by the Company to serve as
an independent consultant to provide advice and services to the Company in
connection with strategic planning, and interior design of the Company's
Restaurants. During the term of this Agreement Consultant agrees to provide such
services to the Company as the Company may from time to time reasonably request,
including without limitation, advice and service with respect to those matters
as to which it has special competence by reason of its business experience,
knowledge, and abilities. Consultant shall make itself available during
reasonable business hours to perform all services reasonably requested by the
Company.
2. Term. The Agreement shall commence on the date hereof and shall
remain in full force and effect for a period of three (3) months from the date
hereof.
3. Compensation. The Company shall pay, and Consultant shall accept as
compensation hereunder an option to purchase 75,000 shares of the Company's
common stock, at an option exercise price of $2.50 per share (the "Option"). All
shares of the Company's common stock issued as compensation for services
hereunder on exercise of the Option will be registered under a registration
statement on Form S-8 filed with the Securities and Exchange Commission, under
the Securities Act of 1933, as amended.
4. Reimbursement for Costs. The Company shall pay all reasonable and
necessary out-of-pocket business expenses incurred by Consultant in the course
of providing advice and services to the Company under the terms of this
Agreement up to $250.00 Consultant shall provide the Company with all receipts
and/or other documentation concerning such out-of-pocket expenses and the
<PAGE>
Company, on receipt of documentation acceptable to it; including a statement
setting forth the purpose of such expenses, shall pay such expenses within
fifteen (15) days of the receipt of such documentation.
5. Independent Contractor. Consultant is retained under the terms of
this Agreement as an independent contractor and nothing herein shall be
construed as creating an employer/employee relationship, partnership or joint
venture between the parties. Consultant shall be solely liable for the payment
of any taxes imposed or arising out of the payment of the compensation to it by
the Company as set forth in this Agreement, including taxes imposed by Internal
Revenue Code sections 3508, 6153 and 1401 through 1403. The Company agrees to
the following rights of Consultant consistent with an independent contractor
relationship:
(A) Consultant has the rights to perform services for others during
the term of this Agreement;
(B) Consultant will furnish all materials used to provide the services
required by this Agreement;
(C) Consultant has the right to hire assistants as subcontractors or
to use third parties to provide the services required by this Agreement;
provided, however, that the Company is not liable for resulting costs; and
(D) Neither Consultant nor its employee or agents shall be required to
devote full time to performing the services required by this Agreement.
6. Authority to Act. The Consultant shall not have the authority to act
on behalf of the Company or to enter into agreements on behalf of the Company.
7. Indemnification. To the extent permitted by law, the Company will
indemnify Consultant and its agents against any claim or liability and will hold
the Consultant and its agents harmless from and pay any expenses (including
without limitation, legal fees and court costs), judgments, penalties,
settlements and other amounts arising out of or in connection with any act or
omission of the Consultant and its agents performed or made in good faith on
behalf of the Company pursuant to this Agreement, unless such action involves
gross negligence.
8. Nondisclosure of information. Consultant agrees that during the term
of this Agreement, Consultant will not, directly or indirectly, disclose to any
person not authorized by the Company to receive or use such information, any of
the Company's confidential or proprietary data, information, or techniques, or
give to any person not authorized by the Company to receive it or any
information that is not generally known to anyone other than the Company or that
is designated by the Company as "limited," "private, "confidential," or
otherwise marked to indicate its confidential nature. With respect to any
advise, written or oral, provided by the Consultant pursuant to this Agreement,
such advise will be solely for the information and assistance of the Company in
Page 2
<PAGE>
connection with the Consultant's services and unless otherwise indicated by the
Consultant, is not to be used, circulated, quoted, or otherwise referred to for
any other purpose, included in or in reference to, in whole or it part, any
registration statement, proxy statement or any other document without the prior
written consent of the Consultant.
9. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
10. Entire Agreement. This Agreement is a written memorialization of an
oral agreement between the parties and shall be considered to be the only
agreement or understanding between the parties hereto with respect to the advice
and services to be provided by Consultant to the Company. All negotiations,
commitments, and understandings acceptable to both parties have been
incorporated herein. This Agreement cannot be modified except by a written
document signed by the party to be charged therewith.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the state of Texas.
AGREED AND ENTERED INTO as of the date first above written.
THE COMPANY CONSULTANT
Restaurant Teams International Rex Crim
By: /s/ Curtis A. Swanson By: /s/ Rex E. Crimm
---------------------------- --------------------
Its Duly Authorized Officer Rex Crim
Page 3
EXHIBIT 4.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into effective
this 20th day of October 1998 by and between Restaurant Teams International, a
Texas corporation (the "Company"), and Steve Nadroski. (the "Consultant").
WHEREAS, the Consultant has expertise and knowledge regarding computer
hardware and software compliance; and
WHEREAS, the Company has need for the services of the Consultant.
Agreement
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth, the benefit to the parties to be derived
therefrom and other good and valuable consideration the receipt and adequacy of
which is hereby acknowledged, it is agreed as follows:
1. Services. Consultant is hereby retained by the Company to serve as
an independent consultant to provide advice and services to the Company in
connection with Y2K compliance and other software functions. During the term of
this Agreement Consultant agrees to provide such services to the Company as the
Company may from time to time reasonably request, including without limitation,
advice and service with respect to those matters as to which it has special
competence by reason of its business experience, knowledge, and abilities.
Consultant shall make itself available during reasonable business hours to
perform all services reasonably requested by the Company.
2. Term. The Agreement shall commence on the date hereof and shall
remain in full force and effect for a period of six (6) months from the date
hereof.
3. Compensation. The Company shall pay, and Consultant shall accept as
compensation hereunder an option to purchase 75,000 shares of the Company's
common stock, at an option exercise price of $2.75 per share (the "Option"). All
shares of the Company's common stock issued as compensation for services
hereunder on exercise of the Option will be registered under a registration
statement on Form S-8 filed with the Securities and Exchange Commission, under
the Securities Act of 1933, as amended.
4. Reimbursement for Costs. The Company shall pay all reasonable and
necessary out-of-pocket business expenses incurred by Consultant in the course
of providing advice and services to the Company under the terms of this
Agreement up to $250.00 Consultant shall provide the Company with all receipts
and/or other documentation concerning such out-of-pocket expenses and the
Company, on receipt of documentation acceptable to it; including a statement
<PAGE>
setting forth the purpose of such expenses, shall pay such expenses within
fifteen (15) days of the receipt of such documentation.
5. Independent Contractor. Consultant is retained under the terms of
this Agreement as an independent contractor and nothing herein shall be
construed as creating an employer/employee relationship, partnership or joint
venture between the parties. Consultant shall be solely liable for the payment
of any taxes imposed or arising out of the payment of the compensation to it by
the Company as set forth in this Agreement, including taxes imposed by Internal
Revenue Code sections 3508, 6153 and 1401 through 1403. The Company agrees to
the following rights of Consultant consistent with an independent contractor
relationship:
(A) Consultant has the rights to perform services for others during
the term of this Agreement;
(B) Consultant will furnish all materials used to provide the services
required by this Agreement;
(C) Consultant has the right to hire assistants as subcontractors or
to use third parties to provide the services required by this Agreement;
provided, however, that the Company is not liable for resulting costs; and
(D) Neither Consultant nor its employee or agents shall be required to
devote full time to performing the services required by this Agreement.
6. Authority to Act. The Consultant shall not have the authority to act
on behalf of the Company or to enter into agreements on behalf of the Company.
7. Indemnification. To the extent permitted by law, the Company will
indemnify Consultant and its agents against any claim or liability and will hold
the Consultant and its agents harmless from and pay any expenses (including
without limitation, legal fees and court costs), judgments, penalties,
settlements and other amounts arising out of or in connection with any act or
omission of the Consultant and its agents performed or made in good faith on
behalf of the Company pursuant to this Agreement, unless such action involves
gross negligence.
8. Nondisclosure of information. Consultant agrees that during the term
of this Agreement, Consultant will not, directly or indirectly, disclose to any
person not authorized by the Company to receive or use such information, any of
the Company's confidential or proprietary data, information, or techniques, or
give to any person not authorized by the Company to receive it or any
information that is not generally known to anyone other than the Company or that
is designated by the Company as "limited," "private, "confidential," or
otherwise marked to indicate its confidential nature. With respect to any
advise, written or oral, provided by the Consultant pursuant to this Agreement,
such advise will be solely for the information and assistance of the Company in
connection with the Consultant's services and unless otherwise indicated by the
Page 2
<PAGE>
Consultant, is not to be used, circulated, quoted, or otherwise referred to for
any other purpose, included in or in reference to, in whole or it part, any
registration statement, proxy statement or any other document without the prior
written consent of the Consultant.
9. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party.
10. Entire Agreement. This Agreement is a written memorialization of an
oral agreement between the parties and shall be considered to be the only
agreement or understanding between the parties hereto with respect to the advice
and services to be provided by Consultant to the Company. All negotiations,
commitments, and understandings acceptable to both parties have been
incorporated herein. This Agreement cannot be modified except by a written
document signed by the party to be charged therewith.
11. Governing Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the state of Texas.
AGREED AND ENTERED INTO as of the date first above written.
THE COMPANY CONSULTANT
Restaurant Teams International Steve Nadroski
By: /s/ Curtis A. Swanson By: /s/ Steve Nadroski
---------------------------- -------------------
Its Duly Authorized Officer Steve Nadroski
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. DALLAS, TEXAS 75240-6657
DIRECT DIAL NUMBER: TELEPHONE: (972) 419-8300
(972) 419-8302 FAX: (972) 419-8329
December 8, 1998
Restaurant Teams International, Inc.
1705 E. Whaley
Longview, Texas 75605
Re: Form S-8 Registration Statement relating to the registration of
325,000 shares of common stock, $.01 par value of Restaurant Teams
International, Inc. pursuant to three Consulting Agreements
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 325,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of the
Company which will be issued pursuant to three Consulting Agreements.
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>
This opinion is limited in all respects to the laws of the United
States of America and the State of Texas.
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
December 9, 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 December 9, 1998, covering an aggregate of 325,000 shares of
common stock pursuant to three Consulting Agreements.
T.G. PROTHRO & COMPANY, PLLC
/s/ T.G. Prothro & Company, PLLC
---------------------------------
