-----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, S+nQFi92DPvjyxdnDeJifTM7RsfwH7+DZuNdRc8YlftL9sqjQLk9MUYmtZBK3P84 YJlzEC0DgidoF/b8dscSYw== 0000949353-96-000021.txt : 19961115 0000949353-96-000021.hdr.sgml : 19961115 ACCESSION NUMBER: 0000949353-96-000021 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961112 EFFECTIVENESS DATE: 19961112 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: 333-16009 FILM NUMBER: 96660953 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November __, 1996 Registration No. ___________ - -------------------------------------------------------------------------------- U.S. 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 of (I.R.S. Employer incorporation or organization) Identification No.) 3500 PARKWAY LANE, SUITE 435, NORCROSS, GEORGIA 30092 (Address of Principal Executive Offices) (Zip Code) CLIENT SERVICE AGREEMENT DATED OCTOBER 11, 1996 CONSULTING AGREEMENT WITH CAMBRIA INVESTMENT GROUP, LTD. DATED OCTOBER 15, 1996 (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: 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 _____ 1 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 - ------------------------------------------------------------------------------------------------------------------------ Shares of Class 117,500 $2.875 (1) $337,812.50 (1) $102.38 A Common Stock, no par value, under Consulting Agreements - ----------------------- ----------------------- ----------------------- ----------------------- ---------------------- Total $337,812.50 $102.38 ======================= ======================= ======================= ======================= ====================== (1) Calculated based on Rule 457(h). Average of the closing bid and asked prices as of November 7, 1996.
2 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, 1996, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended; and (b) 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. 3
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 Client Service Agreement with Continental Capital & Equity ___ Corporation dated October 11, 1996 4.4 Consulting Agreement with Cambria Investment Group, Ltd. ___ 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 Fay M. Matsukage (included in Exhibit 5.1) N/A
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. 4 (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. 5 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 November 8, 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 November 8, 1996 James R. Shaw Date Executive Vice President, Secretary (Principal Financial /s/Caroline P. Anderson Officer) and Director November 8, 1996 Caroline P. Anderson Date /s/Jerry W. Carter Director November 8, 1996 Jerry W. Carter Date /s/Daniel Howell Director November 8, 1996 Daniel Howell Date 3:continen.s-8 6 EX-4.3 2 CONSULTING AGREEMENT WITH CONTINENTAL CAPITAL Exhibit 4.3 Client Service Agreement with Continental Capital & Equity Corporation dated October 11, 1996 [LETTERHEAD OF CCEC DOWN LEFT SIDE OF PAGE] CLIENT SERVICE AGREEMENT THIS AGREEMENT is made and entered into this 11th day of October, 1996 between CONTINENTAL CAPITAL & EQUITY CORPORATION, located at 2301 Maitland Center Parkway, Suite 100, Maitland, FL 32751, hereinafter sometimes referred to as (CCEC) and CLASSICS RESTAURANTS INTERNATIONAL, INC., LOCATED AT 23091 GOVERNORS LAKE DRIVE, BUILDING 100, SUITE 500, NORCROSS GEORGIA 30071, HEREINAFTER SOMETIMES REFERRED TO AS, (THE "COMPANY"). WITNESSETH: WHEREAS, CCEC is a public relations and direct marketing advertising firm specializing in the dissemination of information about publicly traded companies, and WHEREAS, the COMPANY intends to become publicly held with its common stock trading on one or more stock exchanges and/or over the counter or on NASDAQ, 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, CCEC 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 CCEC to publicize the COMPANY to brokers, prospective investors and shareholders described in Section 2 of this agreement, and subject to the further provisions of this Agreement. CCEC hereby accepts the COMPANY as a client and agrees to publicize it as described in Section 2 of this agreement, but subject to the further provisions of this Agreement. 2. MARKETING PROGRAM: Consists of the following components: (A) CCEC will review and analyze all aspects of the COMPANY'S GOALS and make recommendations on feasibility and achievement of desired goals. (B) CCEC will review all of the general information and recent filings from the Company and produce a 200,000 piece direct mail package to include an 11" X 17" self mailer and an ample number of corporate profiles so as to allow for one profile for each respondent to the original mailing. Profiles will be prepared in brokerage style format, both items to be approved by the COMPANY prior to final printing. (C) CCEC will provide through their network, firms and brokers interested in participating and schedule and conduct the necessary due diligence and obtain the required approvals necessary for those firms to participate. CCEC will also interview and make determinations on any firms or brokers referred by the COMPANY with regard to their participation. (D) CCEC will be available to the COMPANY to field any calls from firms and brokers inquiring about the Company. (E) CCEC will obtain the COMPANY exposure on national financial radio programming, and use its best efforts to obtain exposure in independent PAGE ONE OF FOUR financial newsletters, and through on-line fax and Internet broadcast services. (F) CCEC will promote the COMPANY on the Worldwide Internet via CCEC's home web site (www.insidewallstreet.com). (G) CCEC SHALL write, produce and release via BusinessWire up to six (6) one page news releases upon request and coordination with the COMPANY. Any and all desired press releases exceeding the maximum of ten (10) one page news releases will be invoiced to the COMPANY at a cost of $600 per page. (H) CCEC shall ensure that all written material on or about the COMPANY shall be formally approved by the COMPANY in writing. 3. TIME OF PERFORMANCE: Services to be performed under this Agreement shall commence upon execution of this Agreement and shall continue until completion, which generally is expected to occur within three to four months. 4. COMPENSATION AND EXPENSES: In consideration of the services to be performed by CCEC, the COMPANY agrees to pay compensation to CCEC as follows: (A) $50,000, payable in cash upon execution of this Agreement; plus (B) 80,000 free trading shares, payable upon execution of this Agreement; plus (C) 50,000 restricted shares, payable upon execution of this Agreement. 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The COMPANY represents and warrants to CCEC, each such representation and warranty being deemed to be material that: (A) THE COMPANY will cooperate with CCEC to enable CCEC 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 CCEC 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 CCEC a list of names and addresses of all shareholders of the COMPANY which it is aware. (F) The COMPANY will promptly deliver to CCEC a list of brokers and market makers of the Company's securities which have been following the COMPANY. (G) Because CCEC 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 CCEC to enhance timely distribution of the materials and will inform CCEC in writing of any inaccuracies contained therein prior to the projected publication date. 6. DISCLAIMER BY CCEC: CCEC WILL BE THE PREPARER OF CERTAIN PROMOTIONAL MATERIALS. CCEC MAKES NO REPRESENTATION THAT (A) ITS SER- PAGE TWO OF FOUR VICE 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. 7. LIMITATION OF CCEC LIABILITY: If CCEC fails to perform its services hereunder, its entire liability to the COMPANY shall not exceed the lessor of the amount of cash compensation CCEC has received from the COMPANY under Section 4 of this agreement. IN NO EVENT WILL CCEC BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES NOR FOR ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT. 8. OWNERSHIP OF MATERIALS: All right, title and interest in and to materials to be produced by CCEC in connection with the contract and other services to be rendered under this Agreement shall be and remain the sole and exclusive property of CCEC, 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. 9. CONFIDENTIALITY: Until such time as the same may become publicly known, CCEC agrees that any confidential nature 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. CCEC will, however, require Confidentiality Agreements from its own employees and from contractors CCEC reasonably believes will come in contact with confidential material. 10. 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 CCEC at: SUITE 100 2301 MAITLAND CENTER PARKWAY MAITLAND, FL 32751 and to the Company at: 3091 GOVERNORS LAKE DRIVE BUILDING 100, SUITE 500 NORCROSS, GEORGIA 30071 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. 11. 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 PAGE THREE OF FOUR 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. 12. 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 CCEC 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 Florida where CCEC has been organized and this Agreement has been accepted by CCEC: (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. Executed as a sealed instrument as of the last day and year shown hereunder. CONFIRMED AND AGREED ON THE 28th DAY OF OCTOBER, 1996. CONTINENTAL CAPITAL & EQUITY CORPORATION By:/s/Dodi B. Zirkle /s/John R. Manion CCEC Representative CCEC Officer /s/Lisa Manion /s/Lisa Manion Witness Witness CONFIRMED AND AGREED ON THE ______ DAY OF OCTOBER, 1996 CLASSICS RESTAURANTS INTERNATIONAL, INC. By: /s/James R. Shaw /s/Caroline P. Anderson Duly Authorized Witness PAGE FOUR OF FOUR [Continental Capital Letterhead and Address Down Left Side of Page] October 14, 1996 Mr. Bob Shaw CLASSICS RESTAURANTS INTERNATIONAL, INC. 23091 Governors Lake Drive Building 100, Suite 500 Norcross, Georgia 30071 RE: ADDENDUM TO CLIENT SERVICE AGREEMENT Dear Mr. Shaw: This letter shall serve as a formal Addendum to the Client Service Agreement (CSA), dated October 11, 1996, between CONTINENTAL CAPITAL & EQUITY CORPORATION (CCEC) AND CLASSICS RESTAURANT INTERNATIONAL, INC. (COMPANY) whereas Compensation and Expenses, as defined in Section 4 of the CSA, is amended as follows: COMPENSATION AND EXPENSES: In consideration of the services to be performed by CCEC, the Company agrees to pay compensation to CCEC as follows: (A) $50,000, payable in cash upon execution of this Agreement; plus (B) 80,000 free trading shares, payable upon execution of this Agreement; plus (C) 50,000 restricted shares, payable upon execution of this Agreement. It is further agreed that all compensation collected, inclusive of cash and liquidated free trading shares, in excess of $250,000 shall be credited towards payment of future CCEC services and/or as defined by the Company and agreed to by CCEC. If this is also your understanding, please so indicate in the space provided below. Best Regards, CONTINENTAL CAPITAL & EQUITY CORPORATION /s/John R. Manion John R. Manion President Agreed to and Accepted this 15th day of October, 1996. /s/Bob Shaw BOB SHAW, CLASSICS RESTAURANT INTERNATIONAL, INC. *contingent upon Classic Restaurants Int'l Inc. receiving $500,000 Private Placement EX-4 3 CONSULTING AGREEMENT WITH CAMBRIA INVESTMENT GROUP Exhibit 4.4 Consulting Agreement with Cambria Investment Group, Ltd. AGREEMENT This Agreement ("Agreement") is entered as of this 15th day of October, 1996 between Cambria Investment Group, Ltd. ("Consultant") and Classic Restaurants International, Inc., a Colorado corporation ("Company"). RECITALS WHEREAS, Company desires to and is willing to engage certain Consultant's services upon the terms and conditions herein contained; and WHEREAS, Consultant is willing to be engaged and retained by Company in a capacity and upon said terms and conditions. NOW THEREFORE, in consideration of the foregoing recitals, the parties hereto agree as follows: SECTION 1. CONSULTANT SERVICES. SCOPE OF POWERS. Company hereby engages Consultant to perform certain advisory corporate services, which services shall not be in connection with any capital raising activities (the "Services"). Consultant is not obligated to a specific amount of time to the above-described activities, but agrees to devote such time and effort as may be required by the Company. Consultant does not guarantee the results of its services, but agrees to devote such time and effort as may be required to obtain the best results from its services satisfactory to Company. The powers granted to Consultant under this Agreement are always subject to and conditioned upon Consultant's responsibilities and representations under this Agreement. SECTION 2. COMPENSATION. In exchange for its services as the Consultant with respect to, Consultant shall receive compensation equal to 37,500 shares of Class A common stock of the Company. Such shares shall be registered by the Company on the registration statement on Form S-8, no later than 10 days from the date of this Agreement. In addition, Company will be responsible for costs and expenses incurred by Consultant, subject to prior approval of Company. SECTION 3. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an employer-employee. This Agreement shall be construed to create the relationship of principal and agent between the parties hereto. It is the intention of each party that Consultant shall be an exclusive Consultant and not an employee or successor of Company. The manner and means utilized by Consultant, and the scope of authority granted to Consultant in performance of Services hereunder shall be subject to the express provisions herein and express authority and powers granted to Consultant by Company subject to such provisions. SECTION 4. TERM. The term of this Agreement shall commence as of the date set forth in Section 2 and shall remain in effect for a period of two (2) months, subject to 2 days' cancellation by either party. SECTION 5. DISCLOSURE OF INFORMATION. Consultant agrees not at any time (during or after the term of this Agreement) to disclose or use, except in rendering the Services, any Proprietary Information of Company. For purposes of this Agreement the phrase "Proprietary Information" means all information which is known or intended to be known only to Company or Consultant, except in pursuit of the Services, any document, record or other information of Company or others in a confidential relationship with Company or any affiliate of Company, and relates to specific business matters such as patents, patent applications, trade secrets, secret processes, proprietary know-how, if any, or information relating to Company's business. Consultant recognizes that all such documents, records or other information, whether developed by Consultant or by someone else for Company, or of any affiliate of Company, are the exclusive property of Company. SECTION 6. EXCLUSIVITY. Company agrees that for the term of this Agreement and for any renewal thereof, it shall not contract with any other entity for the same or similar services. SECTION 7. MISCELLANEOUS. This Agreement shall inure to the benefit of the successors and assigns of the parties hereto. Except where the laws of another jurisdiction are mandatorily applicable, this Agreement and the legal relations among the parties hereto shall be governed by, and construed in accordance with, the laws of the State of California, except provisions relating to conflicts of laws. In case of any conflict arising out of the interpretation of this Agreement, the parties hereby consent to binding arbitration by a mutually agreed neutral third party, or if such a party is not agreed to, according to the rules of the American Arbitration Association. In any proceeding arising out of such conflict, the prevailing party shall be entitled, in addition to other damages sought, attorneys' fees, including attorneys' fees expanded in the collection of any judgment. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. No purported waiver by any party of any default by any other party of any term, covenant or condition contained herein shall be deemed to be a waiver of such term, covenant or condition unless the waiver is in writing and signed by the waiving party. No such waiver shall in any event be deemed a waiver of any subsequent default under the same or any other term, covenant or condition contained herein. This Agreement, together with any certificate, exhibit or other document given or delivered pursuant hereto, sets forth the entire understanding among the parties concerning the subject matter of this Agreement and incorporates all prior negotiations and understandings. If any term, covenant or condition in this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant or condition to person or circumstances, other than those as to which it is held invalid, shall remain unaffected thereby and each term, covenant or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law. This Agreement is to be deemed to have been prepared jointly by the parties hereto and any uncertainty or ambiguity existing herein, if any, shall not be interpreted against any party, but shall be interpreted according to the application of the rules of interpretation for arm's length agreements. IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed and delivered in its name and on its behalf, all as of the date and year first above written. CLASSIC RESTAURANTS INTERNATIONAL, INC. CAMBRIA INVESTMENT GROUP, LTD. /s/James R. Shaw /s/Iwona J. Alami Authorized Officer Authorized Officer 2 EX-5 4 OPINION REGARDING LEGALITY Exhibit 5.1 Opinion Regarding Legality November 8, 1996 Classic Restaurants International, Inc. 3500 Parkway Lane, Suite 435 Norcross, Georgia 30092 Ladies and Gentlemen: You have requested my opinion as special 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 80,000 shares of Class A Common Stock, issuable pursuant to the terms of a Client Service Agreement dated October 11, 1996, between the Company and Continental Capital & Equity Corporation, and 37,500 shares of Class A Common Stock, issuable pursuant to the terms of an Agreement dated October 15, 1996, between the Company and Cambria Investment Group, Ltd. 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 November 8, 1996 (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/Fay M. Matsukage Fay M. Matsukage 3:ccec-opn.s-8 EX-23 5 CONSENT OF STARK TINTER & ASSOCIATES, LLC Exhibit 23.1 Consent 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 Classic Restaurants International, Inc. 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 Certified Public Accountants October 31, 1996 Denver, Colorado EX-23 6 CONSENT OF JAMES MOORE & CO., P.L. Exhibit 23.2 Consent of James Moore & Co., P.L. [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. /s/James Moore & Co. Gainesville, Florida November 4, 1996 -----END PRIVACY-ENHANCED MESSAGE-----