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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 12, 1997
THE QUIZNO'S CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 000-23174 84-1169286
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1099 18th Street, Suite 2850, Denver, Colorado, 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 291-0999
None
(Former name or former address, if changes since last report)
Item 1. Changes in Control of Registrant. N/A.
Item 2 . Acquisition or Disposition of Assets.
On November 12, 1997, The Quizno's Acquisition Company (the
"Company"), a wholly-owned subsidiary of The Quizno's Corporation
("Quizno's"), acquired certain assets used in the franchise operations and
restaurant business known as Bain's Deli from Bain's Deli Franchise Associates
and Jolles #4 Partnership (the "Sellers"). The Company acquired the rights to
operate three company-owned restaurants and to be the franchisor of sixty
operating Bain's Deli restaurants. The consideration paid by the Company to
the Sellers for the acquisition was valued at $1,235,000, subject to
adjustment upward or downward in certain circumstances. Such consideration is
as follows: Sellers were paid $555,490 at the closing, Quizno's is obligated
to issue Sellers 18,182 shares of its common stock, and a promissory note was
issued by the Company to the Sellers in the principal amount of $579,510,
bearing simple interest at 10% per annum, payable by the Company in monthly
payments of $10,735.91 for seventy-two months. The Company has the right to
adjust the principal amount of the promissory note as a setoff in certain
circumstances. In addition, Quizno's entered into a consulting agreement with
Mr. Jordon A. Katz, a principal of the Sellers, a licensing agreement for the
use of the name "Bain's Deli" with Jolles Corporation and a managing agreement
with Jeffrey Jolles, a principal of Jolles Corporation. The Company used some
of the proceeds of Quizno's recent preferred stock offering to fund the closing
payment and will use funds from operating cash flow to make the monthly
payments on the promissory note.
Item 3. Bankruptcy or Receivership. N/A.
Item 4. Changes in Registrant's Certifying Accountant. N/A.
Item 5. Other Events. N/A
Item 6. Resignations of Registrant's Directors. N/A.
Item 7. Financial Statements and Exhibits.
List below the financial statements, pro forma financial
information and exhibits, if any, filed as part of
this report.
(a) The required financial statements of the business acquired
shall by filed with an amendment to this Form 8-K within
sixty days of the date of the filing of this Form 8-K
(b) The required pro forma financial information shall be filed
with an amendment to this Form 8-K within sixty days of the
filing of this Form 8-K.
(c) Exhibits
Exhibit 2.1 Asset Purchase Agreement Among The Quizno's
Acquisition Company, Bain's Deli Franchise
Associates, through its General Partner,
Gemini Enterprises, Ltd., Gemini One, Inc.
and Jolles #4 Partnership
Exhibit 99.1 License Agreement between The Quizno's
Acquisition Company and Jolles #4
Partnership
Item 8. Change in Fiscal Year. N/A.
Item 9. Sales of Equity Securities Pursuant to Regulation S. N/A.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE QUIZNO'S CORPORATION
Date: November 24, 1997 By:/s/John L. Gallivan
John L. Gallivan, Chief Financial Officer