| Sforza Enterprises, Inc. | |||
| Proposed Ticker: | SFZA | 330 Clematis Street #211 | |
| Exchange: | NASDAQ-Small Cap Market | West Palm Beach, FL 33401 | |
| Industry: | Retail (SIC Code 5812) | (561) 802-3535 | |
| # of Employees: | 175 | ||
| Type of Shares: | Common Shares | Filing Date: | 7/25/97 | |
| U.S. Shares Filed: | 1,250,000 | Filing Range: | $4.50 - $5.50 | |
| Non-U.S. Shares Filed: | 0 | Offering Amount: | $6,250,000 | |
| Primary Shares: | 1,250,000 | Expenses: | $225,000 | |
| Secondary Shares: | 0 | Shares Out After: | 2,920,000 |
| Manager | Tier | Phone |
| Joseph Charles & Associates, Inc. | Lead Manager | (310) 274-4402 |
| Issuer's Law Firm: | Mirkin & Woolf, P.A. |
| Bank's Law Firm: | Troop Meisinger Steuber & Pasich, LLP |
| Auditor: | Templeton & Company, P.A. |
| Registrar/Transfer Agent: | Florida Atlantic Stock Transfer |
Dollar amounts in U.S. millions except for per share data | |||||
| 3 Month Ending Financials | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 3/31/97 | 3/31/96 | 3/31/97 | ||
| Revenue: | $2.33 | $1.39 | $0.36 | Assets: | $1.50 |
| Net Income: | $0.15 | $0.00 | $0.02 | Curr Assets: | |
| EPS: | $0.07 | $0.01 | Liabilities: | $0.85 | |
| Prior EPS: | -$0.01 | Curr Liabilities: | |||
| Cash Flow/Oper: | $0.20 | Equity: | $0.65 | ||
| Cash Flow/Fin: | $0.55 | Cash: | $0.19 | ||
| Cash Flow/Inv: | -$0.61 | Working Cap: | -$0.22 | ||
| Business Description |
| The company has three wholly-owned subsidiaries, each of which owns one restaurant (the West Palm Beach Restaurants), and has entered into an agreement to acquire 50 percent equity interests in four companies, each of which owns one restaurant. Currently, two of the West Palm Beach Restaurants are open and one of the Max's Grille Restaurants is open. The Company's strategy is to own upscale, moderately priced, casual dining restaurants that are known for providing quality, affordable, contemporary food, service and ambiance in South Florida. Ultimately the Company plans to open restaurants in selected markets outside of South Florida. Unique Restaurant Concepts, Inc. ("URCI"), a professional developer and manager of restaurants and the owner of the Max's Grille Restaurants, operates the current and will operate the future West Palm Beach Restaurants and Max's Grille Restaurants owned by the Company. |
| Competition |
| Competition in the restaurant industry is intense. The industry, particularly the full-service casual dining segment, is likely to attract a significant number of new entrants. The Company also expects to face competition from a broad range of other restaurants and food service establishments, including fast food restaurants which specialize in a variety of cuisines. In addition, the full-service restaurant industry is characterized by the frequent introduction of new food products accompanied by substantial promotional campaigns. In recent years, numerous companies in the full-service restaurant industry have introduced products intended to capitalize on growing consumer preference for food products which are, or are perceived to be, healthy, nutritious, low in calories and low in fat content. It can be expected that the Company will be subject to increasing competition from companies whose products or marketing strategies address these consumer preferences. The Company competes with other restaurants on the basis of price, atmosphere, decor and service. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used to finance the construction, development and opening of four restaurants that replicate Max's Grille of Boca Raton, Florida, to repay certain short term indebtedness and accrued interest thereon, to redeem outstanding preferred stock and for general corporate purposes. |
| Name of Shareholder | % Owned Before | % Owned After |
| Dale J. Brisson | 37.38% | 25.08% |
| Joseph C. Visconti | 37.03% | 24.85% |
| Gerald J. Visconti Jr. | 5.09% | 3.42% |
| Officer Name | Title | Age |
| Dale J. Brisson | President and Director | 37 |
| Gerald J. Visconti Jr. | Vice President, Chief Financial Officer, Secretary and Director | 34 |
| Additional Underwriter Compensation |
| Warrant to purchase 80,000 shares/units at a nominal price. |
| Exercise price of $6.60 |
| $60,000.00 consulting agreement for 2 year(s). |
| # of Units: | 1,250,000 | |||
| Unit Ticker: | SFZAU | Unit Price: | $5.50 | |
| Warrant Ticker: | SFZAW | Warrant Price: | ||
| Warrant Exercise Date: | Warrant Exercise Price: | $5.25 | ||
| Warrant Expiration Date: | ||||
| Warrant Detachable: | Yes | Warrant Detach Date: | ||
| Warrant Callable: | Yes | Warrant Call Date: |
| Unit Composition: 1 Common Share + 1 Warrant |
| Warrant Entitlement: 1 Common Share |
| Warrants are callable at $0.01 if the common stock trades at $7.50 for 20 of 20 consecutive trading days. |