-----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, Adb16A1wmByTwBGk4PcWr39hlIUiKApKagDIYmrIqo2x1tM6AiLHig2iyIVQUgvb +/z8BvvucdE+eq9ScwfEog== 0000949353-97-000023.txt : 19970623 0000949353-97-000023.hdr.sgml : 19970623 ACCESSION NUMBER: 0000949353-97-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970606 ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 19970620 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28704 FILM NUMBER: 97627814 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 8-K 1 FORM 8-K DATED JUNE 6, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JUNE 6, 1997 CLASSIC RESTAURANTS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) COLORADO 0-28704 84-1122431 (State or other jurisdic (Commission File (IRS Employer tion of incorporation) Number) Identification No.) 3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770)729-9010 NOT APPLICABLE (Former name or former address, if changed since last report) Exhibit index on consecutive page 3 Page 1 of 11 pages ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not Applicable ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not Applicable ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not Applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. Not Applicable ITEM 5. OTHER EVENTS. On June 6, 1997, Classic Restaurants International, Inc. (the "Company"), Mark Shoom, and James Robert Shaw, entered into a settlement agreement, a copy of which is attached as an Exhibit to this document, whereby Mr. Shoom agreed to release and discharge the Company and Mr. Shaw from any and all claims Mr. Shoom has or may have against them, including the claims which are pending in the State Court of Gwinnett County, State of Georgia, Civil Action No. 97-C-2533-1, MARK SHOOM V. CLASSIC RESTAURANTS INTERNATIONAL, INC. AND JAMES R. SHAW. In consideration for the release, the Company has issued 114,737 shares of Class A Common Stock to Mr. Shoom pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. See Item 9. Sales of Equity Securities Pursuant to Regulation S. Mr. Shaw will be appointing two new directors, Ronald Lambert and Bailey Spears, to fill the vacancies created by the resignations of Caroline P. Anderson and Daniel Howell. See Item 6. Resignations of Registrant's Directors. ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Effective June 17, 1997 and June 19, 1997, Caroline P. Anderson and Daniel Howell, respectively, resigned their positions as directors of the Company. Ms. Anderson also resigned from all other positions she held with the Company, its subsidiaries, and affiliates. Ms. Anderson resigned due to professional differences concerning the guidance and direction of the Company. Mr. Howell's resignation stated that he believed the Company was not following common practices with respect to the Board of Directors and that Mr. Shaw, a director and President of the Company, was implementing policies without board Page 2 of 11 pages approval. Copies of Mr. Howell's and Ms. Anderson's letters of resignation are attached as Exhibits to this document. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired: Not applicable (b) Pro forma financial information: Not applicable (c) Exhibits: 17.1 Resignation Letter of Daniel Howell 17.2 Resignation Letter of Caroline P. Anderson 99 Settlement Agreement ITEM 8. CHANGE IN FISCAL YEAR. Not Applicable ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S. On June 6, 1997, the Company issued 114,737 shares of Class A Common Stock to Mr. Shoom, pursuant to the registration exemption provided by Regulation S, in settlement of claims totaling $103,300. Mr. Shoom is a resident of Canada. 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. CLASSIC RESTAURANTS INTERNATIONAL, INC. Date: June 20, 1997 By:/s/James Robert Shaw James Robert Shaw President A:\06-06-97.8K Page 3 of 11 pages EX-17.1 2 RESIGNATION LETTER OF DANIEL HOWELL EXHIBIT 17.1 RESIGNATION LETTER OF DANIEL HOWELL Page 4 of 11 pages Daniel Howell - -------------------------------------------------------------------------------- 15002 Windward Drive #603 Corpus Christi, TX 78418 19 June 1997 Via fax to 770.729.8330 One Page Original follows via U.S. Mail Mr. Robert Shaw, President Ms. Caroline Anderson, Vice President Ms. Fay M. Matsukage, Corporate Counsel Classic Restaurants International, Inc. 3500 Parkway Lane, Suite 435 Norcross, GA ZIP 30092 Dear Bob, Caroline, and Fay: Please consider this letter as my resignation as a board member of Classic Restaurants International, effective immediately. Bob, as we have discussed several times, I believe that a board member of a publicly held company has an oversight responsibility and that a board member should be consulted on any major decisions the company makes. In my opinion, you have not used your board in a manner according with common practices and that you have made decisions and implemented policies without board approval. I therefore cannot in good conscience remain on your board. Sincerely, /s/Daniel Howell Daniel Howell DH:twc Page 5 of 11 pages EX-17.2 3 RESIGNATION LETTER OF CAROLINE P. ANDERSON EXHIBIT 17.2 RESIGNATION LETTER OF CAROLINE P. ANDERSON Page 6 of 11 pages June 17, 1997 Classic Restaurants International, Inc. 3500 Parkway Lane, Suite 435 Norcross, Ga 30092 To: Mr. James R. Shaw - Chairman of the Board of Directors I Caroline P. Anderson, due hereby resign effective this date as Executive Vice Presi dent, Corporate Secretary, Chief Financial Officer, Chief Operating Officer and Director of Classic Restaurants International, Inc. Including any and all other positions that I presently hold in the corporation and/or it's subsidiaries/affiliates. This resignation is hereby given due to professional differences concerning the guidance and direction of Classic Restaurants International, Inc. and it's subsidiaries/affiliates. Sincerely, /s/Caroline P. Anderson Caroline P. Anderson cc: Fay Matsukage Robert J. Mottern Daniel Howell Page 7 of 11 pages EX-99 4 SETTLEMENT AGREEMENT WITH MR. SHOOM EXHIBIT 99 SETTLEMENT AGREEMENT Page 8 of 11 pages SETTLEMENT AGREEMENT THIS Settlement Agreement ("Agreement") is executed as of the date set forth below by Mark Shoom, hereinafter referred to as "Shoom," and Classic Restaurants International, Inc., hereinafter referred to as "Classic" and James Robert Shaw, hereinafter referred to as "Shaw." WHEREAS, Shoom, Classic and Shaw have executed this Agreement to evidence their agreement to fully settle and compromise a claim of Shoom against Classic and Shaw. NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by Shoom, Shoom and Classic and Shaw hereby agree as follows: 1. In consideration for the release granted by Shoom in the following paragraph, Classic shall issue 114,737 shares of Class A Common Stock ("Stock") to Shoom pursuant to Regulation S of the Securities and Exchange Commission in full settlement and satisfaction of any claim which Shoom has against Classic and Shaw under that promissory note dated October 9, 1996 in the original principal amount of $80,000, of which there is outstanding $80,000 in principal, $19,200 in accrued interest and $4,100 in legal expenses. In the event Shoom notifies Classic at any time within the next two years that the net proceeds from the sale of all shares of the Stock were less than $103,300, Classic agrees to promptly issue Shoom additional shares of Class A Common Stock equal to the difference between $103,300 and the amount realized divided by the average closing bid price for the Stock for the twenty days preceeding the date of said notice, which additional shares shall also be issued pursuant to Regulation S. In the event Shoom sells part or all of the Stock for net proceeds in excess of $103,300, Shoom agrees to pay Classic the difference between $103,300 and the amount actually realized and return for cancellation any unsold shares of Stock. Shoom agrees to provide such information that Classic may reasonably request from time to time to determine the amount of proceeds which have been realized from the Stock. 2. In consideration for the issuance of Stock to Shoom pursuant to the preceding paragraph, Shoom, on behalf of himself, his heirs, executors, administrators, and assigns, hereby fully releases and discharges Classic and Shaw, and Classic's present and former officers, directors, employees, agents, representatives, heirs, executors, administrators and assigns, from all rights, claims and actions which Shoom now has or may have against them, including particularly any claims which are or Page 9 of 11 pages could have been asserted in the following action: MARK SHOOM V. CLASSIC RESTAURANTS INTERNATIONAL, INC. AND JAMES R. SHAW, Civil Action No. 97-C-2533-1, pending in the State Court of Gwinnett County, State of Georgia; provided that said release shall not discharge Classic or Shaw from any liability to Shoom created by or under this Agreement. Upon receipt of the Stock hereunder, Shoom agrees to execute and file a dismissal with prejudice of the above-described action. 3. This Agreement is intended by both parties to release all claims, whether known, unknown, foreseen, unforeseen, patent or latent, which Shoom may have against the parties described in the preceding paragraph, on the one hand, and which Classic and Shaw may have against Shoom, on the other hand. Shoom understands and acknowledges the significance and consequence of such specific intention to release all claims. All persons covered by this release are intended third-party beneficiaries of this Agreement. 4. Shoom represents and warrants that he is eligible to receive Class A Common Stock of Classic pursuant to Regulation S, and specifically that he is not a U.S. Person as that term is defined in Rule 902(o) of Regulation S. Shoom agrees to execute any affidavits or certificates which Classic's transfer agent or counsel may reasonably request to issue Shoom shares of Class A Common Stock under Regulation S, and to remove any restrictive legend placed thereon at a subsequent date. Shoom further agrees to execute a Regulation S Subscription Agreement substantially in the form of that document which is attached as Exhibit A hereto. 5. Classic represents and warrants that it is eligible to issue Class A Common Stock under Regulation S to a purchaser of said stock who otherwise qualifies under Regulation S. Classic shall pay the costs of any opinion letters of counsel necessary to issue the Class A Common Stock to Shoom, and to obtain removal of any restrictive legend thereon at the earliest date. 6. This Agreement is freely and voluntarily executed by Shoom after having been apprised of all relevant information and data, and after obtaining the advice, or being given the opportunity to obtain the advice, of competent counsel. 7. Shoom has read this Agreement and understands the terms used herein. 8. This Agreement may be executed in counterpart. Dated: JUNE 6, 1997 By:/S/MARK SHOOM Page 10 of 11 pages Mark Shoom, Individually CLASSIC RESTAURANTS INTERNATIONAL, INC. Dated:06/06/97 /S/JAMES ROBERT SHAW By: James Robert Shaw, President Dated:06/06/97 By:/S/JAMES ROBERT SHAW James Robert Shaw, Individually Page 11 of 11 pages -----END PRIVACY-ENHANCED MESSAGE-----