As filed with the Securities and Exchange Commission on July 18, 1996
Registration No. ____________
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CLASSIC RESTAURANTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1122431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS, GEORGIA 30071
(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENT DATED MAY 30, 1996
CONSULTING AGREEMENT DATED JULY 1, 1996
(Full title of the plan)
CAROLINE P. ANDERSON
CLASSIC RESTAURANTS INTERNATIONAL, INC.
3091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500
NORCROSS, GEORGIA 30071
(Name and address of agent for service)
(770) 729-9010
(Telephone number, including area code, of agent for service)
COPIES TO:
LAW OFFICES OF FAY M. MATSUKAGE
STANFORD PLACE 3, SUITE 201
4582 SOUTH ULSTER STREET PARKWAY
DENVER, COLORADO 80237
(303) 721-9495
Exhibit index on consecutive page _____ Consecutive page 1 of _____
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFER- AGGREGATE OFFER- AMOUNT OF
TO BE REGISTERED REGISTERED ING PRICE PER UNIT ING PRICE REGISTRATION FEE
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Shares of Class 200,000 $5.19 (1) <F1> $1,037,500 (1) <F1> $357.76
A Common
Stock, no par
value, under
Consulting
Agreements
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Options to 300,000 $5.19 (1) <F1> $1,556,250 (1) <F1> $536.64
purchase Class A
Common Stock
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Shares of Class 300,000 $0.10 $30,000 $10.34
A Common
Stock issuable
upon exercise of
Options
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Total $2,623,750 $904.74
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<FN>
<F1>
(1) Calculated based on Rule 457(h). Average of the closing bid and asked prices as of July 11, 1996.
</FN>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended; and
(b) Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended September 30, 1995, December 31, 1995, and
March 31, 1996, and all other reports, if any, filed by the
Registrant pursuant to Section 13(a) of the Securities
Exchange Act of 1934 since the end of the fiscal year ended
June 30, 1995.
(c) The description of Registrant's Class A Common Stock contained
in the Registration Statement on Form 8-A filed with the
Commission on April 29, 1996 under Section 12 of the
Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Class A Common Stock to be offered is registered under Section 12
of the Securities Exchange Act of 1934.
The Registrant sets forth a description of the options to be offered:
The Registrant has authorized the issuance of options to purchase an
aggregate of up to 300,000 shares of its Class A Common Stock and has reserved
an equivalent number of shares of Class A Common Stock for issuance upon
exercise of such options. Each option entitles the holder thereof to purchase
one share of Class A Common Stock at a price of $0.10. The right to exercise
100,000 options will commence upon issuance and will terminate at the close of
business on June 30, 1997. The right to exercise the remaining 200,000 options
will commence on August 31, 1996 and will terminate at the close of business on
August 31, 1997. The options are subject to anti-dilutive rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Colorado corporate law, Article VII of the Registrant's Articles of
Incorporation, as amended, and Article XI of the Registrant's Bylaws permit the
Registrant to indemnify any director, officer, former
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director or officer, and certain other persons against expenses in defense of a
suit to which they are parties by reason of such office, unless they are
adjudged in such suit negligent or guilty of misconduct in the performance of
their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT CONSECUTIVE
NUMBER EXHIBIT PAGE NUMBER
4.1 Articles of Incorporation, as amended (filed as an exhibit to the N/A
Registrant's Registration Statement on Form 8-A, and
incorporated herein by reference)
4.2 Bylaws (filed as an exhibit to the Registrant's Registration N/A
Statement on Form 8-A, and incorporated herein by reference)
4.3 Consulting Agreement with Diversified Corporate Consulting ___
Group, LLC dated May 30, 1996
4.4 Consulting Agreement with Search Group Capital, Inc. dated ___
July 1, 1996
5.1 Opinion Regarding Legality ___
23.1 Consent of BDO Seidman (1)<F1> N/A
23.2 Consent of Fay M. Matsukage (included in Exhibit 5.1) N/A
<FN>
<F1>
(1) Application has been made under Rule 437 to waive this consent.
</FN>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
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Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 of the registrant 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 registrant 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 it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 Clearwater, State of Florida, on July 15,1996.
CLASSIC RESTAURANTS INTERNATIONAL, INC.
By:/S/ CAROLINE P. ANDERSON
Caroline P. Anderson
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
President and Treasurer (Prin-
cipal Executive Officer) and
/s/ James R. Shaw Director July 15, 1996
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James R. Shaw Date
Executive Vice President,
Secretary (Principal Financial
/s/ Caroline P. Anderson Officer) and Director July 15, 1996
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Caroline P. Anderson
/s/ Jerry W. Carter Director July 15, 1996
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Jerry W. Carter Date
/s/ Daniel Howell Director July 15, 1996
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Daniel Howell Date
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