As filed with the Securities and Exchange Commission on January 21, 1999
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> <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, $0.01 500,000 $2.50 $1,250,000 $347.50
- -------------------------------------------------------------------------------------------------------
</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.
3
<PAGE>
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 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
4
<PAGE>
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 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 January 20, 1999.
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 January 20, 1999.
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>
<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
January 20, 1999, with X
Fontenelle, LLC
- -----------------------------------------------------------------------------------------------------------------
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
<PAGE>
EXHIBIT 4.1
CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 2nd day of January, 1999, by and between RESTAURANT TEAMS
INTERNATIONAL, INC., a Texas corporation ("Company") and FONTENELLE, LLC
("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to theCompany;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and
conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
general strategic and financial advice and consultation to management on all
matters pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
9
<PAGE>
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of 500,000
restricted shares of the Company's Common Stock to be registered for resale
under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On January 20, 2000;
(ii) At Consultant's option, upon a ninety (90) day written
notice; or
(iii) Upon mutual written agreement of the parties hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
Fontenelle, LLC
345 N. Maple Drive, Suite 358
Beverly Hills, CA 90210
10
<PAGE>
Restaurant Teams International, Inc.
1705 E. Whaley
Longview, Texas 75601
With a copy to be provided to the Company's counsel:
Ronald L. Brown, Esq.
Glast, Phillips & Murray, P.C.
13355 Noel Road, Suite 2200
Dallas, Texas 75240
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of Texas. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Gregg, State of Texas, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association.
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
11
<PAGE>
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
RESTAURANT TEAMS INTERNATIONAL, INC.
By: /s/ Stanley L. Swanson
--------------------------------
Stanley L. Swanson, Chairman
CONSULTANT:
FONTENELLE, LLC
By: /s/ Steven Antebi
--------------------------------
Steven Antebi, Chairman
12
<PAGE>
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
January 21, 1999
Restaurant Teams International, Inc.
1705 E. Whaley
Longview, Texas 75605
Re: Form S-8 Registration Statement relating to the registration of
500,000 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 500,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of the
Company which will be issued pursuant to a Consulting Agreement with Fontenelle,
LLC.
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.
13
<PAGE>
Restaurant Teams International, Inc.
January 21, 1999
Page 2
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.
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.
----------------------------------
14
<PAGE>
EXHIBIT 23.1
January 20, 1999
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 January 21, 1999 covering an aggregate of 500,000 shares of
common stock pursuant to a Consulting Agreements.
T.G. PROTHRO & COMPANY, PLLC
/s/ T.G. Prothro & Company, PLLC
--------------------------------
