Securities and Exchange Commission
Washington, DC 20549
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
ULTIMATE FRANCHISE SYSTEMS, INC.
(Formerly JRECK SUBS GROUP, INC.)
(Exact name of Registrant as specified in its charter)
COLORADO 84-1317674
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2101 West State Road 434
Suite 100
Longwood, Florida 32779
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(Address of principal executive offices) (Zip Code)
Compensation and Consulting Agreements
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(full name of the plans)
Christopher M. Swartz
President & CEO
2101 West State Road 434
Suite 100
Longwood, Florida 32779
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(Name and address of agent for service)
(407) 682-6363
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(Telephone number, including area code, of agent for service)
COPY TO:
L. Van Stillman, Esq.
Law Office of L. Van Stillman, P.A.
1177 George Bush Blvd., Suite 308
Delray Beach, Florida 33483
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes
effective
Total Number of Pages: 10
Exhibit Index begins on sequentially numbered page: 7
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
No par 1,500,000 $0.30(1) $450,000 $118.43
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(a) (1) Pursuant to Rule 457(h), the maximum aggregate offering price
(estimated solely for the purpose of calculating the registration fee
based upon the average of the bid and asked price of the Registrant's
Common Stock as of June 30, 2000) : $0.30
2
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Ultimate Franchise Systems, Inc. has heretofore entered into agreements
with third party consultants and attorneys with respect to the issuance of
shares of the Registrant's common stock for services to the Registrant. In
consideration for increasing the scope of the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations in order to compensate its
consultants and attorneys, the Registrant has prepared this Form S-8
registration statement to provide for the issuance of shares, as described
below.
Additionally, the Company's Board of Directors has authorized the
issuance of shares to certain key employees, pursuant to a compensation plan, as
additional compensation in lieu of cash payments.
The Registrant has agreed to issue One Million Five Hundred Thousand
(1,500,000) shares for continued corporate consulting, legal services and
employee compensation to the Registrant.
Item 2. Registrant Information and Employee Plan Annual Information.
The Registrant shall provide consultants, attorneys and employees,
without charge, upon their written or oral request the documents incorporated by
reference herein in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide the Consultants and Attorneys, without charge,
upon their written or oral request, with all other documents required to be
delivered to Consultants pursuant to Rule 428(b) under the Act. Any and all such
requests shall be directed to the Registrant at its place of business as
reflected in this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year (period)
ending September 30, 1999.
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(b) The Registrant's 10-QSB filed March 31, 2000 and any subsequent
amendments filed.
(c) A description of the Registrant's activities and common stock
contained in exhibits to Registrant's filing pursuant to the previously stated
10-KSB and 10QSB, in (a)and (b), above.
(d) All documents subsequently filed by the Registrant pursuant to the
Exchange Act prior to the filing of a post-effective amendment indicating that
all such securities then unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be part hereof from the date of filing
such documents.
Item 4. Description of Securities.
We are registering up to 1,500,000 shares of our common stock, no par
value per share. Each holder of our common stock is entitled to one vote per
share of common stock standing in such holder's name on our records on each
matter submitted to a vote of our stockholders, except as otherwise required by
law. Holders of our common stock do not have cumulative voting rights so that
the holders of more than 50% of the combined shares of our common stock voting
for the election of directors may elect all of the directors if they choose to
do so and, in that event, the holders of the remaining shares of our common
stock will not be able to elect any members to our board of directors. Holders
of our common stock are entitled to equal dividends and distributions, per
share, when, as and if declared by our board of directors from funds legally
available. Holders of our common stock do not have pre-emptive rights to
subscribe for any of our securities nor are any shares of our common stock
redeemable or convertible into any of our other securities. If we liquidate,
dissolve or wind up our business or affairs, our assets will be divided up
pro-rata on a share-for-share basis among the holders of our common stock after
creditors and preferred shareholders, if any, are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
The Registrant's Articles of Incorporation as well as the Registrant's
By-Laws provide for the indemnification of directors, officers, employees and
agents of the corporation to the fullest extent provided by the Corporate Law of
the State of Florida, as well as is described in the Articles of Incorporation
and the By-Laws. These sections generally provide that the corporation may
indemnify any person who was or is a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative except for an action by or in right of corporation by reason of
the fact that he or she is or was a director, officer, employee or agent of the
corporation. Generally, no indemnification may be made where the person has been
determined to be negligent or guilty of misconduct in the performance of his or
her duties to the corporation.
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Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed
hereto:
Exhibit I. See Exhibits in Exhibit Index following the Signature Page
hereof.
Item 9. Undertakings:
The undersigned Registrant hereby undertakes:
(a) 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.
(b) To file, during any period in which offers or sales are being made,
a post- effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, as amended, 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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, 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
against such liabilities (other than payment by the Registrant of expenses paid
or incurred 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
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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.
SIGNATURE PAGE
The Registrant, pursuant to the requirements of the Securities Act of
1933, as amended, 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 the
undersigned, thereunto duly authorized, in the City of Longwood, the state of
Florida, on the 20th day of July, 2000.
ULTIMATE FRANCHISE SYSTEMS, INC.
/s/ Christopher M. Swartz
--------------------------------
By: Christopher M. Swartz
Title: President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registration Statements has been signed by the following persons in the
capacities and on the date indicated.
Dated: Longwood, Florida
July 20, 2000
ULTIMATE FRANCHISE SYSTEMS, INC.
/s/ Christopher M. Swartz
--------------------------------
By: Christopher M. Swartz
Title: President, Chief Executive
Officer and Director
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EXHIBIT INDEX
EXHIBIT NUMBER ITEM
5.1 Opinion regarding legality by Law Office of L. Van Stillman, PA
23.1 Letter on audited financial information (consent of accountants) from
Pender Newkirk & Co., CPA
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