-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VE+CBkajEYOFncIxzveE4qilz3vhFKUfjnTdJjfsunnSLG0WVgCHUTvKMuBiJaX5 AnJ8+v+D0fFEhEoRqpHVwQ== 0000861058-97-000002.txt : 19970423 0000861058-97-000002.hdr.sgml : 19970423 ACCESSION NUMBER: 0000861058-97-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19970422 EFFECTIVENESS DATE: 19970422 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLASSIC RESTAURANTS INTERNATIONAL INC /CO/ CENTRAL INDEX KEY: 0000861058 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841122431 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25585 FILM NUMBER: 97584729 BUSINESS ADDRESS: STREET 1: 3091 GOVERNORS LAKE DR BLDG 100 STE 500 STREET 2: SUITE 14 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7707299010 FORMER COMPANY: FORMER CONFORMED NAME: CLASSIC RESTAURANTS INC/CO DATE OF NAME CHANGE: 19960604 FORMER COMPANY: FORMER CONFORMED NAME: CASINOS INTERNATIONAL INC/CO DATE OF NAME CHANGE: 19960604 FORMER COMPANY: FORMER CONFORMED NAME: REGIONAL EQUITIES CORP DATE OF NAME CHANGE: 19930328 S-8 1 As filed with the Securities and Exchange Commission on April 17, 1997 Registration No. ___________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLASSIC RESTAURANTS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Colorado 84-1122431 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 3500 Parkway Lane, Suite 435, Norcross, Georgia 30092 (Address of Principal Executive Offices) (Zip Code) Legal Services Agreement with Mottern & Van Gelderen Legal Services Agreement with Law Offices of Fay Matsukage Accounting Services Agreement with Kathryn Yancey Client Service Agreement with International Corporate Development, Inc. Financial Services Agreement with Bridgewater Capital Corporation (Full title of the plan) Caroline P. Anderson Classic Restaurants International, Inc. 3500 Parkway Lane, Suite 435 Norcross, Georgia 30092 (Name and address of agent for service) (770) 729-9010 (Telephone number, including area code, of agent for service) COPIES TO: Robert J. Mottern, Esq. Mottern & Van Gelderen 2200 Century Parkway, Suite 200 Atlanta, Georgia 30345 (404) 329-0606 CALCULATION OF REGISTRATION FEE Title of Amount to be Proposed Proposed Amount of Securities Registered Maximum Maximum Registration to be Offering Aggregate Fee Registered Price Per Offering Share(1) Price ---------- ------------- --------- ---------- ------------ Class A 390,000 shares $1.375 $536,250.00 $162.50 Common Stock (1) Calculated based on Rule 457(h). Average of the closing bid and asked prices as of March 27, 1997. 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-KSB for the fiscal year ended June 30, 1996, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended; and (b) Registrant's Quarterly Reports on Form 10-QSB for the quarters ended September 30, 1996 and December 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, 1996. (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. 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 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 No. Exhibit 4.1 Articles of Incorporation, as amended (filed as an exhibit to the 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 Statement on Form 8-A, and incorporated herein by reference) 4.3 Legal Services Agreement with Mottern & Van Gelderen dated March 31, 1997 4.4 Legal Services Agreement with Law Offices of Fay Matsukage dated March 27, 1997 4.5 Accounting Services Agreement with Kathryn Yancey dated March 28, 1997 4.6 Client Services Agreement with International Corporate Development, Inc. dated March 27, 1997 4.7 Financial Services Agreement with Bridgewater Capital Corporation dated October 22, 1996, and Addendum dated March 29, 1997 5.1 Opinion Regarding Legality 23.1 Consent of Stark Tinter & Associates, LLC 23.2 Consent of James Moore & Co., P.L. 23.3 Consent of Mottern & Van Gelderen (included in Exhibit 5.1) 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 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. 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 Norcross, State of Georgia, on April 17, 1997. 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. April 17, 1997 \s\James Robert Shaw Date James Robert Shaw President, Treasurer (Principal Executive Officer) and Director April 17, 1997 \s\Caroline P. Anderson Date Caroline P. Anderson Executive Vice President, Secretary (Principal Financial Officer) and Director April __, 1997 ______________________________ Date Daniel Howell Director EX-4.3 2 LEGAL SERVICES AGREEMENT WITH MOTTERN & VAN GELDEREN Exhibit 4.3 [letterhead of Mottern & Van Gelderen] March 31, 1997 Classic Restaurants International, Inc. 3500 Parkway Lane Suite 435 Norcross, Georgia 30092 Attn: Bob Shaw Re: Legal Services Dear Bob: I am writing to set forth our agreement concerning the retention of Mottern & Van Gelderen ("Firm") by Classic Restaurants International, Inc. ("Client") for legal services. The Client hereby engages the Firm to represent the Client in general business matters on the terms and conditions set forth below. The Firm accepts and agrees to undertake said representation. The effective date of this agreement is March 31, 1997. Until otherwise agreed between the Client and the Firm, Client will promptly pay the Firm as billed legal fees, plus expenses, at the normal hourly rates for the attorneys of the Firm. As of the date of this Agreement, the Firm's hourly rates are as follows: Partner - $150 per hour; Associate - $90 per hour; Legal Assistant - $50 per hour. The Firm's hourly rates are subject to change. In its exercise of reasonable judgment, the Firm reserves the right to assign any lawyer in the Firm to represent the Client a matter, with the general policy being to assign the lowest cost attorney or staff member per assignment who has the experience and capacity to promptly and properly handle the matter. Regardless of the outcome of any matter which the Firm handles for Client, Client will pay promptly, as billed, court costs, filing fees, deposition charges, court transcript and court reporter fees, copying costs, secretarial overtime, long distance telephone calls, witness subpoena and appearance fees, search fees, filing fees, parking, mileage and transportation expenses, if applicable, and all other out-of-pocket expenses of the Firm related to such matter. Payment of each bill for services and expenses is due thirty days after the bill is deposited in the United States mail as indicated by the date of the bill. Pursuant to the Official Code of Georgia Section 7-4-16, any bill not paid within 30 days shall accrue interest at the rate of 1 1/2% per month, calculated from the date upon which the account became due. Immediately upon execution of this Agreement, the Client agrees to issue the Firm 30,000 shares of Class A Common Stock of the Client, to be used first for outstanding fees and expenses of the Firm and the balance as an earned retainer for earned for fees and expenses to be incurred in the future. The retainer shall be earned upon receipt and nonrefundable, provided that the Firm shall be obligated to provide the Client with legal services with a value equal to the proceeds of the retainer. The Client shall register such shares with the Securities & Exchange Commission on Form S-8 upon issuance. Client understands that the Client has an obligation to assist the Firm with respect to matters it handles for the Client. Client will fully cooperate with the Firm in every way, including, without limitation, providing accurate information promptly, executing documents promptly and attending hearings. Client may terminate the Firm's services at any time upon 15 days' written notice to that effect, but Client will remain liable for attorney's fees and expenses as provided herein to the extent incurred as of the effective date of termination. The Firm may terminate its services upon 15 days' written notice in the event Client fails to cooperate with the Firm in any way which the Firm may reasonably request or in the event the Firm determines, in its reasonable discretion, that it would be either impractical or unethical to continue its services to the Client. Termination of Firm's services will in no way affect any lien or security interest of any description which it holds in Client's real and personal property or any remedy or right it has or will have to obtain or secure attorney's fees and expenses owed by Client. The Firm has the right to set off Client's indebtedness against Client's real and personal property that is within the Firm's possession or control. The Firm has made no warranties as to its success in any matter, and all expressions made by the Firm, its partners, associates and employees, are matters of general opinion only. If this letter accurately sets forth our agreement, please execute the letter in the space indicated below and return it to me. Very truly yours, /s/ Robert J. Mottern Robert J. Mottern Agreed to: /s/ James Robert Shaw James Robert Shaw, Chairman and President of Classic Restaurants International, Inc. EX-4.4 3 LEGAL SERVICES AGREEMENT WITH LAW OFFICES OF FAY MATSUKAGE Exhibit 4.4 AGREEMENT FOR LEGAL SERVICES AGREEMENT made as of this 27th day of March, 1997, between Classic Restaurants International, Inc., a Colorado corporation, with principal offices at 3500 Parkway Lane, Suite 435, Norcross, Georgia 30092 ("Client"), and Fay M. Matsukage, with offices at 4582 South Ulster Street Parkway, Suite 201, Denver, Colorado 80237 ("Attorney"). 1. Retainer. Client retains Attorney as Client's special securities counsel from the date of this Agreement until terminated as provided in this Agreement. 2. Nature of Services. The services to be rendered by Attorney under this Agreement shall be all those necessary or proper for compliance by Client with federal and/or state securities laws. 3. Performance of Services. Attorney agrees to use best efforts to perform all services required in connection with this engagement in a competent and timely manner. Client acknowledges that such performance depends, in part, upon the prompt receipt of documentation, information, authorizations, and instructions from its agents, the prompt review and execution of documents, and the cooperation of Client in general. 4. Attorney's Compensation. Client agrees to pay professional fees for Attorney's services including, but not limited to, the preparation, review, and analysis of documents and correspondence, research, preparation for and appearance at meetings and conferences, travel to and from such meetings, and telephone conversations with Client and others. Client also agrees to pay for fees for administrative services provided specifically on the behalf of Client by any non-professional employees of Attorney. Administrative services include paralegal services, word processing, typing, records maintenance, research, delivery, and other similar services. Hourly billing rates of $300 per hour for partner services, $100 to $125 per hour for associate services, and $35 for administrative staff persons will be used in increments of one-tenth of an hour. These rates may change from time to time. Attorney's compensation shall be payable in 30,000 shares of Client's Class A Common Stock, registered on a Form S-8 registration statement, payable as soon as practicable after execution of this Agreement by Client. Attorney shall use every reasonable effort to realize the highest value possible for the shares. 5. Costs Advanced. Client also agrees to pay for costs advanced. Costs advanced include filing fees, delivery and air freight charges, postage, photocopying costs, computer research time, long distance telephone calls, and other costs and expenses advanced on the behalf of Client. In some instances, costs may be billed directly to Client or requested in advance. 6. Statements. Monthly statements will be provided to Client indicating the balance due. Statements will be itemized to Client's specifications. Amounts received from Client will be applied to the balance then due, and Client will be obligated to pay any amounts due in excess of amounts received by Attorney. To the extent that any retainer or credit balance is exhausted and a balance due on a statement is unpaid after the end of the month in which the statement is rendered, such balance will be subject to a FINANCE CHARGE at the periodic rate of 1-1/2% per month (corresponding to an ANNUAL PERCENTAGE RATE of 18%) until paid. 7. Termination. Client may terminate this Agreement by notifying Attorney at any time in writing. Attorney may terminate this engagement if Client fails to pay statements within a reasonable time, fails to cooperate, or for any other just reason. 8. Governing Law; Performance. This agreement is entered into, and is to be performed in, the City and County of Denver. It sets forth the entire agreement and understanding, and supersedes all prior agreements and understandings between Client and Attorney. Client Attorney CLASSIC RESTAURANTS INTERNATIONAL, INC. By:/s/ James R. Shaw /s/ Fay M. Matsukage James R. Shaw, President Fay M. Matsukage EX-4.5 4 ACCOUNTING SERVICES AGREEMENT WITH KATHRYN YANCEY Exhibit 4.5 [letterhead of Kathryn A. Yancey] March 28, 1997 Classic Restaurants International, Inc. 3500 Parkway Lane Suite 435 Norcross, Georgia 30092 Attention: Bob Shaw Dear Bob: I am writing to set forth our agreement concerning accounting services that have been provided by my firm ("Firm") to Classic Restaurants International, Inc. ("Client"). The Client hereby engages the Firm to provide general accounting services to the Client on the terms and conditions set forth below. The effective date of this agreement is March 28, 1997. Until otherwise agreed between the Client and the Firm, Client will promptly pay the Firm as billed accounting fees, plus expenses, at the normal hourly rates for the members of the Firm. As of the date of this Agreement, the Firm's hourly rates are as follows: Partner - $80 per hour; Associate - $50 per hour. The Firm's hourly rates are subject to change. In its exercise of reasonable judgment, the Firm reserves the right to assign any accountant in the Firm to represent the Client, with the general policy being to assign the lowest cost accountant or staff member per assignment who has the experience and capacity to promptly and properly handle the matter. Regardless of the outcome of any matter which the Firm handles for Client, Client will pay promptly, as billed, all out-of-pocket costs and expenses, including copying costs, secretarial overtime, long distance telephone calls, parking, mileage and transportation expenses, if applicable, and all other out-of-pocket expenses of the Firm related to such matter. Payment of each bill for services and expenses is due thirty days after the bill is deposited in the United States mail as indicated by the date of the bill. Pursuant to the Official Code of Georgia Section 7-4-16, any bill not paid within 30 days shall accrue interest at the rate of 1 1/2% per month, calculated from the date upon which the account became due. Immediately upon execution of this Agreement, the Client agrees to issue the Firm 15,000 shares of Class A Common Stock of the Client, to be used first for outstanding fees and expenses of the Firm and the balance, if any, as an earned retainer for fees and expenses to be incurred in the future. The retainer, if any, shall be earned upon receipt and nonrefundable, provided that the Firm shall be obligated to provide the Client with accounting services with a value equal to the proceeds from the retainer. The Client shall register such shares with the Securities & Exchange Commission on Form S-8 upon issuance. Client understands that the Client has an obligation to assist the Firm with respect to matters it handles for the Client, and Client agrees to cooperate with the Firm in every way. If this letter accurately sets forth our agreement, please execute the letter in the space indicated below and return it to me. Very truly yours, /s/ Kathryn Yancey Kathryn A. Yancey Agreed to: /s/ James Robert Shaw James Robert Shaw, Chairman and President of Classic Restaurants International, Inc. EX-4.6 5 CLIENT SERVICES AGREEMENT WITH INTERNATIONAL CORPORATE DEVELOPMENT, INC. Exhibit 4.6 CLIENT SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 27th day of March, 1997 between INTERNATIONAL CORPORATE DEVELOPMENT, INC., hereinafter sometimes referred to as "ICD," and CLASSIC RESTAURANTS INTERNATIONAL, INC., hereinafter sometimes referred to as the "COMPANY"). WITNESSETH: WHEREAS, ICD is a public relations firm specializing in shareholder and public relations, financing, intermediary client service negotiations for publicly traded companies, and WHEREAS, the COMPANY is publicly held with its common stock trading in the over the counter market, and WHEREAS, the COMPANY desires to publicize itself with the intention of making its name and business better known to its shareholders, investors, and brokerage houses, and WHEREAS, ICD is willing to accept the COMPANY as a client. NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed: 1. ENGAGEMENT: The COMPANY hereby engages ICD to publicize the COMPANY to brokers, prospective investors and shareholders, to advise the company on increasing its public awareness and to advise and consult with the COMPANY on strategic oppurtunities, mergers and acquisitions. 2. TIME OF PERFORMANCE: Services to be performed under this Agreement shall commence upon execution of this Agreement and shall continue for a period of one year, subject to the COMPANY'S right to terminate this Agreement after six months. 3. COMPENSATION AND EXPENSES: In consideration of the services to be performed by ICD, the COMPANY agrees to pay compensation to ICD as follows: (A) 125,000 shares of Class A Common Stock of the COMPANY upon execution of this Agreement, which shares shall be issued in the name of Donald S. Whitlock, the sole shareholder of the Company, and registered by the COMPANY with the Securities and Exchange Commission on Form S-8 immediately; plus (B) 125,000 shares of Class A Common Stock six months from the date of this Agreement in the event the COMPANY decides not to terminate the Agreement at such time, which shares shall also be issued in the name of Donald S. Whitlock and registered with the Securities and Exchange Commission on Form S-8 immediately immediately. 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The COMPANY represents and warrants to ICD, each such representation and warranty being deemed to be material that: (A) The COMPANY will cooperate with ICD to enable ICD to perform its obligations under this Agreement. (B) The execution and performance of this Agreement by the COMPANY has been duly authorized by the Board of Directors of the COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of the COMPANY; (C) The performance by the COMPANY of this Agreement will not violate any applicable court decree, law or regulation, nor will it violate any provisions of the organizational documents of the COMPANY or any contractual obligation by which the COMPANY may be bound. (D) The COMPANY will promptly deliver to ICD a complete due diligence package to include the latest 10K, latest 10Q, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. (E) The COMPANY will promptly deliver to ICD a list of names and addresses of all shareholders of the COMPANY which it is aware. (F) The COMPANY will promptly deliver to ICD a list of brokers and market makers of the COMPANY's securities which have been following the COMPANY. (G) Because ICD will rely on such information to be supplied it by the COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects. (H) The COMPANY will act diligently and promptly in reviewing materials submitted to it by ICD to enhance timely distribution of the materials and will inform ICD in writing of any inaccuracies contained therein prior to the projected publication date. 5. DISCLAIMER BY ICD: ICD WILL BE THE PREPARER OF CERTAIN PROMOTIONAL MATERIALS. ICD MAKES NO REPRESENTATION THAT (A) ITS SERVICE WILL RESULT IN ANY ENHANCEMENT TO THE COMPANY (B) THE PRICE OF THE COMPANY'S PUBLICLY TRADED SECURITIES WILL INCREASE, (C) ANY PERSON WILL PURCHASE SECURITIES IN THE COMPANY, OR (D) ANY INVESTOR WILL LEND MONEY TO OR INVEST IN OR WITH THE COMPANY. 6. LIMITATION OF ICD LIABILITY: If ICD fails to perform its services hereunder, its entire liability to the COMPANY shall not exceed the value of the shares which it is to receive under this Agreement. 7. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to be produced by ICD in connection with the contract and other services to be rendered under this Agreement shall be and remain the sole and exclusive property of ICD, except that if the COMPANY pays the Compensation, as defined in Section 4 of this Agreement, it shall be entitled to receive upon written request, one (1) copy of all such materials. 8. CONFIDENTIALITY: Until such time as the same may become publicly known, ICD agrees that any confidential information will not be revealed or disclosed to any person or entity, except in the performance of this Agreement, and upon completion of its services and upon written request of the COMPANY all materials, original documentation provided by the COMPANY will be returned to it. ICD will, however, require Confidentiality Agreements from its own employees and from contractors ICD reasonably believes will come in contact with confidential material. 9. NOTICES: All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address as to which notice pursuant to this section may be given, and shall be given by personal delivery, by certified mail, express mail or by national overnight courier services. Notices will be deemed given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service. Notices shall be addressed to ICD at: 450 South Galena, Suite 202 Aspen, Colorado 81811 and to the COMPANY at: 3500 Parkway Lane, Suite 435 Norcross, Georgia 30092 Any notices to be given hereunder will be effective if executed by and sent by the attorneys for the parties giving such notice, and in connection therewith the parties and their respective counsel agree that in giving such notice such counsel may communicate directly in writing with such parties to the extent necessary to give such notice. 10. SEPARABILITY: If one or more of the provisions of this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision, to the extent invalid, illegal, or unenforceable, and provided that such provision is not essential to the transaction provided for by this Agreement, shall not affect any other provision hereof, and the Agreement shall be construed as if such provision had never been contained herein. 11. ARBITRATION: Any controversy or claim arising out of or relating to the Agent Agreement, or the breach thereof, shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgement upon the award rendered by the arbitrators(s) may be entered in any court having jurisdiction thereof. 13. MISCELLANEOUS: (A) EFFECTIVE DATE OF REPRESENTATIONS: Shall be no later than the date ICD is prepared to distribute letters and/or brochures pursuant to the contract. (B) GOVERNING LAW: This Agreement shall be governed by and interpreted under the laws of the State of Georgia. (C) CURRENCY: In all instances, references to dollars shall be deemed to be United States Dollars. (D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. AGREED TO ON THE 27TH DAY OF MARCH, 1997. INTERNATIONAL CORPORATE DEVELOPMENT, INC. By:/s/Donald S. Whitlock Donald S. Whitlock, President CLASSIC RESTAURANTS INTERNATIONAL, INC. By:/s/James Robert Shaw James Robert Shaw, President EX-4.7 6 FINANCIAL SERVICES AGREEMENT WITH BRIDGEWATER CAPITAL CORPORATION Exhibit 4.7 [letterhead of Bridgewater Capital Corporation] FINANCIAL SERVICES AGREEMENT THIS AGREEMENT is entered into this 22nd day of October, 1996 by and between BRIDGEWATER CAPITAL CORPORATION (hereinafter "BCC"), a California corporation and CLASSIC RESTAURANTS INTERNATIONAL, INC. (hereinafter "Client") a Colorado corporation. HEREAFTER, the Client and BCC are referred to collectively as "Parties", and singularly as "Party". WHEREAS, the Parties desire to set forth the terms and conditions under which the said services shall be performed. NOW, THEREFORE, in consideration of the promises of the mutual covenants herein, the Parties hereto agree as follows: ARTICLE 1 - SCOPE OF SERVICES BCC agrees to perform for the Client, beginning immediately on the date hereof, the financial services described as follows: (a) BCC will perform investment banking activities including, but not limited to, assist in locating, analyzing, negotiating, advising on equity capital, debt financing, bridge loans, merger candidates, acquisition candidates, divestiture opportunities, spin-off opportunities, strategic alliances or partnerships, any other opportunities to enhance shareholder value, advise company on Financial Public Relations firms, services, techniques, press releases, shareholder letters etc. (b) BCC will advise Client and perform research on specific investment opportunities which may come to the attention of BCC or Client and provide research on general market conditions. Client agrees that BCC will not advise Client on the appropriateness of an investment, but merely collect, analyze and summarize data. (c) BCC will also perform other duties from time to time as requested by Client, provided that in no event will BCC perform the services of an investment advisor. (d) In rendering these services, BCC may develop creative works for Client, including but not limited to inventions, discoveries, improvements, developments, processes, drawings, computer software or other work which may be protectable by copyright, patent or trade secrecy law. BCC agrees that all such work shall be considered to be "work for hire" and that all ownership and rights of copyright, patent, or trade secrecy pertaining to such work shall become the property of the Client. BCC agrees to assign and does hereby assign all his rights in and to the foregoing, whether or not patentable or copyrightable, to the Client. BCC agrees that all information disclosed to it about the Client's products, processes and services are the sole property of the Client and BCC will not assert any rights to any confidential or proprietary information or material, nor will BCC directly or indirectly, except as required in the conduct of their duties under this Agreement, disseminate or disclose any such confidential information. (e) Additional special projects, such as annual reports, quarterly reports, video presentations, personal presentations, Financial Public Relations etc. will be performed and billed separately as mutually agreed upon by both Parties. ARTICLE II-PERIOD OF PERFORMANCE The period of performance under this Agreement shall be for a primary six (6) month term from the date hereof. This Agreement may be terminated immediately by either Party for cause. ARTICLE III-CONTRACTUAL RELATIONSHIP In performing the services under this agreement, BCC shall operate as, and have the status of, an independent contractor. BCC shall not have authority to enter into any contract binding the Client, or create any obligations on the part of the Client, except as shall be specifically authorized by the Client. The Client and BCC will be mutually responsible for deterring the means and the methods for performing the services described in ARTICLE I. ARTICLE IV-COMPENSATION As full consideration for the performance of the basic (three part) services described above, the Client shall pay BCC compensation as follows: (a) $10,000 per month, due and payable on the monthly anniversary date of this Agreement starting on the date this Agreement in signed. ARTICLE V-COMPANY INFORMATION Since BCC must at all times rely upon the accuracy and completeness of information supplied to it by the Client's officers, directors, agents, and employees, the Client agrees to indemnify, hold harmless, and defend BCC, it's officers, agents or employees at the Clients expense, in any proceeding or suit which may arise out of and/or due to any inaccuracy or incompleteness of such material supplied by the Client to BCC. ARTICLE VI-ASSIGNMENT The rights and obligations of the Client under this Agreement shall inure to the benefit and be binding upon the successors and assigns of the Client. BCC's rights and obligations under this Agreement are personal and nonassignable. ARTICLE VII-REPRESENTATIVE AND NOTICES Notices provided for hereunder shall be in writing and may be served personally to the Client's representative and BCC's representative at their respective place of business or may be transmitted by fax. ARTICLE VII-ARBITRATION/JURISDICTION OF COURT Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the County of Orange, California, U.S.A., in accordance with the rules of the American Arbitration Association there in effect, except that the Parties thereto shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure and the prevailing Party shall be entitled to reasonable costs and reasonable attorney's fees from arbitration or any other civil action. Judgment upon the award rendered therein may be entered in any Court having jurisdiction thereof. Jurisdiction for any legal action is stipulated between the Parties to lie in the County of Orange, California, U.S.A. ARTICLE IX-MISCELLANEOUS This Agreement constitutes the entire agreement between the Client and BCC relating to providing financial services. It supersedes all prior or contemporaneous communications, representations or agreements, whether oral or written, with respect to the subject matter hereof and has been induced by no representations, statements or agreements other than those expressed herein. No agreements hereafter made between the Parties shall be binding on either Party unless reduced to writing and signed by an authorized officer of the Party bound thereby. This Agreement shall in all respects be interpreted and construed, and the rights of the Parties hereto shall be governed by the laws of the State of California, U.S.A. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized officers. BRIDGEWATER CAPITAL CORP. Classic Restaurants International \s\Urban Smedeby \s\ James R. Shaw By: URBAN SMEDEBY By: JAMES R. SHAW PRESIDENT PRESIDENT __________________ 10/29/96 DATE DATE [letterhead of Bridgewater Capital Corporation] Mr. Bob Shaw Classic Restaurants International, Inc. 3500 Parkway Lane, Suite 435 Norcross GA 30092 Dear Bob: Pursuant to our Consulting Services Agreement dated October 22, 1996 and as of March 29, 1997, there is a total amount still due to Bridgewater Capital Corporation of $50,000.00 (Invoice enclosed for your reference). Please let this letter serve as our acceptance of your offer to pay the full amount ($50,000.00) with 65,000 shares of Classic Restaurants International Inc. free trading shares of common stock as soon as possible to Andre J. Peschong. If you have any questions regarding this matter, please don't hesitate to contact me. Sincerely, \s\ Jack A. Thomsen Jack A. Thomsen Agreed and accepted this 25th day of March, 1997 by: \s\ Bob Shaw Bob Shaw, President Classic Restaurants International, Inc. [letterhead of Bridgewater Capital Corporation] INVOICE March 29, 1997 Amount due for monthly services as of November 29, 1996 $10,000.00 Amount due for monthly services as of December 29, 1996 $10,000.00 Amount due for monthly services as of January 29, 1996 $10,000.00 Amount due for monthly services as of February 29, 1996 $10,000.00 Amount due for monthly services as of March 29, 1996 $10,000.00 ---------- TOTAL AMOUNT NOW DUE $50,000.00 ---------- This amount is due and payable. Thank you. EX-5.1 7 OPINION REGARDING LEGALITY Exhibit 5.1 [letterhead of Mottern & Van Gelderen] April 17, 1997 Classic Restaurants International, Inc. 3500 Parkway Lane, Suite 435 Norcross, Georgia 30092 Ladies and Gentlemen: You have requested my opinion as counsel for Classic Restaurants International, Inc., a Colorado corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the issuance by the Company of up to 390,000 shares of Class A Common Stock, issuable pursuant to the terms of the following agreements: (1) Legal Services Agreement dated March 31, 1997 between the Company and Mottern & Van Gelderen (30,000 shares), (2) Legal Services Agreement dated March 27, 1997 between the Company and Law Offices of Fay M. Matsukage (30,000 shares), (3) Accounting Services Agreement dated March 28, 1997 between the Company and Kathryn Yancey (15,000 shares), (4) Client Services Agreement dated March 27, 1997 between the Company and International Corporate Development, Inc. (250,000 shares), and (5) Financial Services Agreement dated October 22, 1996 between the Company and Bridgewater Capital Corporation, as amended on March 25, 1997 (65,000 shares). I have examined the Company's Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about April 17, 1997 (the "Registration Statement"). I further have examined the Articles of Incorporation, as amended, of the Company as certified by the Secretary of State of the State of Colorado, the Bylaws, and the minute books of the Company as a basis for the opinion hereafter expressed. Based on the foregoing examination, I am of the opinion that, upon issuance in the manner described in the Registration Statement, the shares of Class A Common Stock covered by the Registration Statement will be legally issued, fully paid and nonassessable shares of the capital stock of the Company. I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/Robert J. Mottern Mottern & Van Gelderen EX-23.1 8 CONSENT OF STARK TINTER & ASSOCIATES, LLC Exhibit 23.1 [letterhead of Stark Tinter & Associates, LLC] CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated August 28, 1996, relating to the financial statements of Classic Restaurants International, Inc. as of June 30, 1996. /s/Stark Tinter & Associates, LLC Stark Tinter & Associates, LLC April 16, 1997 Englewood, Colorado EX-23.2 9 CONSENT OF JAMES MOORE & CO., P.L. Exhibit 23.2 [Letterhead of James Moore & Co.] CONSENT OF INDEPENDENT ACCOUNTANTS Classic Restaurants International, Inc. We hereby consent to the incorporation by reference on the Registration Statement on Form S-8 of our report dated March 20, 1996, on the financial statements of Classic Restaurants International, Inc. for the year ended December 31, 1995, included in the Form 10KSB of Classic Restaurants International, Inc. for the fiscal year ended June 30, 1996. James Moore & Co., P.L. /s/James Moore & Co. Gainesville, Florida April 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----