As filed with the Securities and Exchange Commission on May 31, 2000
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.)
-----------------
911 NW Loop 281, Suite 111
Longview, Texas 75604
(Address of principal executive offices)
-----------------
RESTAURANT TEAMS INTERNATIONAL, INC.
EMPLOYEE STOCK OPTION PLAN
-----------------
Mr. Stanley L. Swanson
Restaurant Teams International, Inc.
911 NW Loop 281, Suite 111
Longview, Texas 75604
(Name and address of agent for service)
(903) 295-6800
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
-------------------------- ----------------- ------------------------- ---------------------- ----------------------
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)
-------------------------- ----------------- ------------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 1,000,000 $0.50 $500,000 $132.14
-------------------------- ----------------- ------------------------- ---------------------- ----------------------
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(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.
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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.
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, 1999 (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) 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.
(c) 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.
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<PAGE>
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.
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
Registration Statement or any material
change to such information in the
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<PAGE>
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.
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<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 May 29, 2000.
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 M. Hedges
-------------------------------------------------
Jean Hedges, Principal Accounting Officer
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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 March 10, 2000.
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
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RESTAURANT TEAMS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
--------------- ----------------------------------- ------------------------------------------ ---------------------
Exhibit Incorporated Herein by Filed
No. Description Reference To Herewith
--------------- ----------------------------------- ------------------------------------------ ---------------------
<S> <C> <C> <C>
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 Employee Stock Option Plan dated
May 26, 2000 X
--------------- ----------------------------------- ------------------------------------------ ---------------------
5.1 Opinion of Counsel X
--------------- ----------------------------------- ------------------------------------------ ---------------------
23.1 Consent of Hein + Associates LLP X
--------------- ----------------------------------- ------------------------------------------ ---------------------
23.2 Consent of Counsel
(included in Exhibit 5.1)
--------------- ----------------------------------- ------------------------------------------ ---------------------
24.1 Power of Attorney Included on
Signature Page to
the Registration
Statement
--------------- ----------------------------------- ------------------------------------------ ---------------------
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