-----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, Fo/42C0yN1KlDPa3hhcqkkgzklrJp44WtbotZRvJXXo2/CpUwrGLLPl+PXsYfxd0 fQiRRrsG1u9wstysJMc6Pw== 0000949353-96-000008.txt : 19960624 0000949353-96-000008.hdr.sgml : 19960624 ACCESSION NUMBER: 0000949353-96-000008 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960621 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: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 033-33556-D FILM NUMBER: 96583635 BUSINESS ADDRESS: STREET 1: 3091 GOVERNORS LAKE DR BLDG 100 STE 500 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 8-A12G/A 1 AMENDMENT NO. 1 TO FORM 8-A FORM 8-A/A AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 CLASSIC RESTAURANTS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) COLORADO 84-1122431 (State of incorporation or organization) (I.R.S. Employer Identification No.) 3091 GOVERNORS LAKE DRIVE, BLDG. 100, SUITE 500, NORCROSS, GA 30071 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered NONE NONE If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box. [ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK (Title of class) ITEM 2. EXHIBITS. 1. Articles of Incorporation, as amended. 2. Bylaws, as amended. (FILED PREVIOUSLY) 3. Specimen Class A Common Stock Certificate (FILED PREVIOUSLY) SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. (Registrant) Classic Restaurants International, Inc. Date: 6/20/96________________________ By: /s/Caroline P. Anderson________ Caroline Anderson Director and Executive Vice President EX-3.(I) 2 ARTICLES OF INCORPORATION, AS AMENDED EXHIBIT 1 Articles of Incorporation, as amended [Stamps and notations from the Colorado Secretary of State's Office] AMENDED AND RESTATED ARTICLES OF INCORPORATION [Colorado Secretary of State file stamp] OF REGIONAL EQUITIES CORPORATION KNOW ALL MEN BY THESE PRESENTS: That these Amended and Restated Articles of Incorporation, which supersede the original Articles of Incorporation, were adopted by the vote of a number of shares of Regional Equities Corporation sufficient for approval on January 5, 1990. ARTICLE I NAME The name of the corporation shall be: Regional Equities Corporation ARTICLE II CAPITAL The total number of shares of all classes of capital stock which the corporation shall have authority to issue is 2,100,000,000 shares, of which 100,000,000 shares shall be shares of Preferred Stock, no par value per share and 2,000,000,000 shares shall be shares of Common Stock, no par value per share. (a) PREFERRED STOCK. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Preferred Stock, the establishment of different series of Preferred Stock, and variations in the relative rights and preferences as between different series shall be established in accordance with the Colorado Corporation Code by the Board of Directors. Except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power whatsoever. (b) COMMON STOCK. The holders of Common Stock shall have and possess all rights as shareholders of the corporation, including such rights as may be granted elsewhere by these Articles of Incorporation, except as such rights may be limited by the preferences, privileges and voting powers, and the restrictions and limitations of the Preferred Stock. Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends upon the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine. The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the corporation. Any stock of the corporation may be issued for money, property, services rendered, labor done, cash advances for the corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefor shall be conclusive and said stock, when issued, shall be fully paid and nonassessable. ARTICLE III NO PREEMPTIVE RIGHTS A shareholder of the corporation shall not be entitled to a preemptive right to purchase, subscribe for, or otherwise acquire any unissued or treasury shares of stock of the corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares. ARTICLE IV CUMULATIVE VOTING A shareholder of the corporation shall not be entitled to cumulative voting. ARTICLE V REGISTERED OFFICE AND AGENT The initial registered office of the corporation shall be at 5290 DTC Parkway, Suite 150, Englewood, Colorado 80111, and the name of the initial registered agent at such address is Larry D. Harvey. Either the registered office or the registered agent may be changed in the manner provided by law. Part of all of the business of said corporation may be carried on in the State of Colorado or beyond the limits of the State of Colorado, in other states or territories of the United States and in foreign countries. -2- ARTICLE VI BOARD OF DIRECTORS The business and affairs of this Corporation shall be managed by a Board of Directors which shall have all authority granted to it by the Colorado Corporation Code. The number of directors may from time to time be increased or decreased in such manner as shall be provided by the Bylaws of this corporation. So long as the number of directors shall be less than three, no shares of this corporation may be issued and held of record by more shareholders than there are directors. Any shares issued in violation of this paragraph shall be null and void. In the event there are less than three directors, this provision shall also constitute a restriction on the transfer of shares. The initial board of directors of the corporation shall consist of three directors, and the names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are: M. James Herbic 1210 South Parker Road, Suite 200 Denver, Colorado 80231 James A Hesman 1210 South Parker Road, Suite 200 Denver, Colorado 80231 Larry D. Harvey 5290 DTC Parkway, Suite 150 Englewood, Colorado 80111 ARTICLE VII INDEMNIFICATION The corporation shall indemnify any person who is or was a director to the maximum extent provided by statute. The corporation shall indemnify any person who is or was an officer, employee or agent of the corporation who is not a director to the maximum extent provided by law, or to a greater extent if consistent with law and if provided by resolution of the corporation's shareholders or directors, or in a contract. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the corporation and who while a director, officer, employee, fiduciary or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan against any liability asserted -3- against or incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under provisions of the statute. ARTICLE VIII LIMITATION OF DIRECTOR LIABILITY A director of the corporation shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the corporation or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts specified under Section 7-5-114 of the Colorado Corporation Code or any amended or successor provision thereof, or (iv) for any transaction from which the directors derived an improper personal benefit. If the Colorado Corporation Code is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Colorado Corporation Code, as so amended. Any repeal or modification of the foregoing paragraph by the shareholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. ARTICLE IX CORPORATE OPPORTUNITIES The officers, directors and other members of management of this corporation shall be subject to the doctrine of corporate opportunities only insofar as it applies to business opportunities in which this corporation has expressed an interest as determined from time to time by the corporation's Board of Directors as evidenced by resolutions appearing in the corporation's minutes. When such areas of interest are delineated, all such business opportunities within such areas of interest which come to the attention of the officers, directors and other members of management of this corporation shall be disclosed promptly to this corporation and made available to it. The Board of Directors may reject any business opportunity presented to it and thereafter any officer, director or other member of management may avail himself of such opportunity. Until such time as this corporation, through its Board of Directors, has designated an area of interest, the officers, directors and other members of management of this corporation shall be free to engage in such areas of interest on their own and the provisions hereof shall not limit the rights of any officer, director or other member of management of this -4- corporation to continue a business existing prior to the time that such area of interest is designated by this corporation. This provision shall not be construed to release any employee of the corporation (other than an officer, director or member of management) from any duties which he may have to the corporation. ARTICLE X COMPROMISES WITH CREDITORS Whenever a compromise or arrangement is proposed by the corporation between it and its creditors or any class of them, and/or between said corporation and its shareholders or any class of them, any court of equitable jurisdiction may, on the application in a summary way by said corporation, or by a majority of its stock, or on the application of any receiver or receivers appointed for said corporation, or on the application of trustees in dissolution, order a meeting of the creditors or class of creditors and/or of the shareholders or class of shareholders of said corporation, as the case may be, to be notified in such manner as the said court decides. If a majority in number, representing at least three-fourths in amount of the creditors or class of creditors, and/or the holders of the majority of the stock or class of stock of said corporation, as the case may be, agree to any compromise or arrangement and/or to any reorganization of said corporation, as a consequence of such compromise or arrangement, the said compromise or arrangement and/or the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding upon all the creditors or class of creditors, and/or on all the shareholders or class of shareholders of said corporation, as the case may be, and also on said corporation. ARTICLE XI MEETINGS OF SHAREHOLDERS Meetings of shareholders shall be held at such time and place as provided in the Bylaws of the corporation. At all meetings of the shareholders, one-third of all shares entitled to vote at the meeting shall constitute a quorum. ARTICLE XII VOTING OF SHAREHOLDERS With respect to any action to be taken by shareholders of this corporation which pursuant to statute requires the vote of two-thirds of the outstanding shares entitled to vote thereon, a vote or concurrence of the holders of a majority of the outstanding shares entitled to vote thereon, or of any class or series, shall be required. IN WITNESS WHEREOF, the undersigned each certify under penalty of perjury that the execution of this instrument is his act and -5- deed, that he had read these Amended and Restated Articles of Incorporation and knows the contents thereof and the facts stated therein are true. Date: January 5, 1990 /s/M. James Herbic M. James Herbic, President Date: January 5, 1990 /s/Larry D. Harvey Larry D. Harvey, Secretary 8465:000ART01.MTM -6- [This page includes various markings from the Colorado Secretary of State's Office] ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF REGIONAL EQUITIES CORPORATION Pursuant to the provisions of Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is Regional Equities Corporation. SECOND: On October 28, 1994, in the manner provided by the Colorado Corporation Code, the directors of the corporation passed a resolution to amend the Articles of Incorporation to change the name of the corporation to Casinos International, Inc. THIRD: The amendment does not provide for the exchange of any issued shares or for a change in the stated capital of the corporation. Dated this 31st day of October, 1994. Attest: REGIONAL EQUITIES CORPORATION /s/Teresa A. Bates BY: /s/Edward L. Bates Teresa A. Bates, Secretary Edward L. Bates, President [Markings from the Colorado Secretary of State's Office] ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF CASINOS INTERNATIONAL, INC. Pursuant to the provisions of Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: [Markings from the Colorado Secretary of State's Office] FIRST: The name of the corporation is Casinos International, Inc. SECOND: The following amendment was adopted by the shareholders of the corporation on September 30, 1994, in the manner prescribed by the Colorado Corporation Code: ARTICLE II was amended to read, in its entirety, as follows: ARTICLE II CAPITAL The total number of shares of all classes of capital stock which the corporation shall have authority to issue is 2,100,000,000 shares, of which 100,000,000 shares shall be shares of Preferred Stock, no par value per share, 1,800,000,000 shares shall be shares of Class A Common Stock, no par value per share, and 200,000,000 shares shall be shares of Class B Common Stock, no par value per share. (a) PREFERRED STOCK. The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the Preferred Stock, the establishment of different series of Preferred Stock, and variations in the relative rights and preferences as between different series shall be established in accordance with the Colorado Corporation Code by the Board of Directors. Except for such voting powers with respect to the election of directors or other matters as may be stated in the resolutions of the Board of Directors creating any series of Preferred Stock, the holders of any such series shall have no voting power whatsoever. (b) COMMON STOCK. The holders of Common Stock shall have and possess all rights as shareholders of the corporation, including such rights as may be granted elsewhere by these Articles of Incorporation, except as such rights may be limited by the preferences, privileges and voting powers, and the restrictions and limitations of the Preferred Stock. Subject to preferential dividend rights, if any, of the holders of Preferred Stock, dividends upon the Common Stock may be declared by the Board of Directors and paid out of any funds legally available therefor at such times and in such amounts as the Board of Directors shall determine. The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the corporation. Any stock of the corporation may be issued for money, property, services rendered, labor done, cash advances for the corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefor shall be conclusive and said stock, when issued, shall be fully paid and nonassessable. The shares of all classes of common stock shall be equally entitled to receive the net assets of the corporation upon dissolution and shall have unlimited voting rights, provided, however that each share of Class A Common Stock shall only be entitled to one (1) vote in each matter voted upon by the shareholders and each share of Class B Common Stock shall be entitled to forty (40) votes for each matter voted upon by the shareholders; and further provided, however, that in the event there is outstanding any Class B Common Stock, the holders thereof shall have the exclusive right to elect the following number of total directors: (a) if there are an even number of total directors, one-half of the total number of directors plus one; (b) if there are an odd number of directors, one-half of the total number of directors plus one-half. Each class of common stock shall be entitled to receive distributions from time to time, from legally available funds, as determined by the Board of Directors. THIRD: All of the corporation's issued and outstanding common stock as of the date of this amendment shall be considered Class A Common Stock after the amendment. FOURTH: The amendment does not provide for the exchange of any issued shares or for a change in the stated capital of the corporation. Dated this 1st day of October, 1994. Attest: CASINOS INTERNATIONAL, INC. /s/Teresa A. Bates BY:/s/Edward L. Bates Teresa A. Bates, Secretary Edward L. Bates, President MAIL TO: SECRETARY OF STATE FOR OFFICE USE ONLY 002 CORPORATIONS SECTION 1560 BROADWAY, SUITE 200 [box for Colorado DENVER, CO 80202 Secretary of (303) 894-2251 State's Office MUST BE TYPED FAX (303) 894-2242 Markings] FILING FEE: $25.00 MUST SUBMIT TWO COPIES ARTICLES OF AMENDMENT PLEASE INCLUDE A TYPED TO THE SELF-ADDRESSED ENVELOPE ARTICLES OF INCORPORATION Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is CASINOS INTERNATIONAL, INC. SECOND: The following amendment to the Articles of Incorporation was adopted on JANUARY 24, 1996 ,as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below: _____ No shares have been issued or Directors Elected - Action by Incorporators _____ No shares have been issued but Directors Elected - Action by Directors _____ Such amendment was adopted by the board of directors where shares have been issued and shareholder action was not required. __X__ Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval. THIRD: If changing corporate name, the new name of the corporation is Classic Restaurants International, Inc. FOURTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: Not applicable If these amendments are to have a delayed effective date, please list that date: JANUARY 31, 1996 (Not to exceed ninety (90) days from the date of filing) CASINOS INTERNATIONAL, INC. Signature /s/Edward L. Bates Title EDWARD L. BATES, PRESIDENT REVISED 7/95 -----END PRIVACY-ENHANCED MESSAGE-----