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Quiznos Corp – ‘424B3’ on 2/3/98

As of: Tuesday, 2/3/98 · Accession #: 949303-98-8 · File #: 333-45205

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/03/98  Quiznos Corp                      424B3                  1:42K                                    Ehrhardt Keefe St… PC/FA

Prospectus — Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            15     79K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Common Stock Company, The General Plan of Distribution Risk Factors Selling Stockholders The Company
1	1st Page - Filing Submission
2	Common Stock
5	The Company
"	General
8	Risk Factors
13	Selling Stockholders
14	Plan of Distribution

424B3 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
Lyle B. Stewart, P.C. 
3751 South Quebec Street  
Denver, Colorado 80237  
Telephone: 303-267-0920 
Fax: 303-267-0922 

February 2, 1998                                                      

United States Securities and Exchange Commission                                
Division of Corporation Finance                                                 
450 Fifth Street, N.W.                                                          
Washington, D.C. 20459                                                          

Re: The Quizno's Corporation                                                    
Registration Statement on Form S-8                                              
Reg. No. 333-45205                                                              

Dear Madams and Sirs:                                                           

On behalf of my client, The Quizno's Corporation, I am filing herewith a        
Prospectus pursuant to Rule 424(b)(3) relating to the above referenced          
Registration Statement.                                                         

If you have any questions about this filing, please contact the undersigned at  
the telephone or fax numbers indicated above.                                   

Very truly yours                                                      

/s/Lyle B. Stewart                                                    

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THIS  PROSPECTUS  IS  BEING  FILED WITH THE SECURITIES AND EXCHANGE COMMISSION  
PURSUANT  TO  RULE  424(B)(3) IN CONNECTION WITH THE REGISTRATION STATEMENT OF  
THE  QUIZNO'S  CORPORATION  ON  FORM  S-8,  REG.  NO.  333-45205                

PROSPECTUS                                                                      
9,750 Shares  

THE QUIZNO'S CORPORATION  

Common Stock  
(par value $.001 per share) 

        This  Prospectus  relates to 9,750 shares of common stock, par value
$.001  per  share  ("Common  Stock"),  of The Quizno's Corporation, a Colorado  
corporation  (the  "Company"), which may be offered for sale from time to time  
by  certain  stockholders  of  the Company (the "Selling Stockholders"), or by  
their  pledgees,  donees,  transferees  or other successors in interest, to or  
through  underwriters or directly to other purchasers or through agents in one  
or  more  transactions  at varying prices determined at the time of sale or at  
negotiated  prices  (the  "Offering").    See  "Plan  of  Distribution."        

      The  Company  is  a  franchisor  and  operator  of  quick  service
restaurants  ("QSRs")  under  the  name  "Quizno's  Classic  Subs."             

        The  Company  will  not receive any of the proceeds from the sale of
the shares of Common Stock (the "Shares") by the Selling Stockholders, but has  
received  funds upon the exercise of options held by the Selling Stockholders,  
that  were  exercisable for the Shares registered hereby (the "Options").  The  
expenses  of  registration  under  the Securities Act of 1933, as amended (the  
"Securities  Act"),  of the Shares which may be offered hereby will be paid by  
the  Company.                                                                   

        The  Common  Stock is traded on the Nasdaq SmallCap Market under the
symbol  "QUIZ".   On January 30, 1998, the last sale price of the Common Stock  
was  reported  as  $5.125.                                                      

        SEE  "RISK  FACTORS"  ON  PAGE  6  FOR  CERTAIN RISKS THAT SHOULD BE
CONSIDERED  BY  PROSPECTIVE  PURCHASERS  OF  THE  SECURITIES  OFFERED  HEREBY.  

_____________________________________________ 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY 
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE 
SECURITIES COMMISSION NOR HAS THE SECURITIES AND  
EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION PASSED UPON THE ACCURACY OR  
ADEQUACY OF THIS PROSPECTUS.  ANY 
REPRESENTATION TO THE CONTRARY  
IS A CRIMINAL OFFENSE.  

THE DATE OF THIS PROSPECTUS IS FEBRUARY 2, 1998 

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        NO  DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION  OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY  
REFERENCE  IN  THIS  PROSPECTUS  AND,  IF  GIVEN  OR MADE, SUCH INFORMATION OR  
REPRESENTATION  MUST  NOT  BE  RELIED  UPON  AS  HAVING BEEN AUTHORIZED BY THE  
COMPANY,  THE  SELLING STOCKHOLDERS OR ANY OTHER PERSON.  THIS PROSPECTUS DOES  
NOT  CONSTITUTE  AN  OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF  
THE  SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS  
UNLAWFUL  TO MAKE SUCH AN OFFER IN SUCH JURISDICTION.  NEITHER THE DELIVERY OF  
THIS  PROSPECTUS  NOR  ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  
CREATE  ANY  IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME  
SUBSEQUENT  TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS  
OF  THE  COMPANY  SINCE  SUCH  DATE.                                            

__________________  

TABLE OF CONTENTS 
__________________  
                                                          Page
                                                          ----
AVAILABLE INFORMATION                                               2           
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                     2           
THE COMPANY                                                         3           
RISK FACTORS                                                        6           
USE OF PROCEEDS                                                    10           
SELLING STOCKHOLDERS                                               11           
PLAN OF DISTRIBUTION                                               12           
INDEMNIFICATION OF OFFICERS AND DIRECTORS                          13           
LEGAL MATTERS                                                      13           
EXPERTS                                                            13           

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AVAILABLE  INFORMATION                                                

        The  Company  is  subject  to  the informational requirements of the
Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act"), and in  
accordance  therewith  files  reports,  proxy statements and other information  
with  the  Securities  and  Exchange  Commission (the "Commission").  Reports,  
proxy  statements  and other information concerning the Company filed with the  
Commission  may  be  inspected  and  copied at the public reference facilities  
maintained  by  the  Commission  at its office at Room 1024, 450 Fifth Street,  
N.W.,  Washington,  D.C.  20549,  as  well  as  at the Regional Offices of the  
Commission  at  Citicorp  Center,  300  West Madison Street, Chicago, Illinois  
60661  and Seven World Trade Center, New York, New York 10048.  Copies of such  
material  can  be obtained from the Public Reference Section of the Commission  
at  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549, at prescribed rates.  
Shares  of  the  Common  Stock are traded on the Nasdaq SmallCap Market.  Such  
reports,  proxy  statements  and  other  information can also be inspected and  
copied  at  the offices of The Nasdaq Stock Market, Inc., 1735 K Street, N.W.,  
Washington,  D.C.    20006.                                                     

        The  Company  has  filed  a registration statement (herein, together
with all amendments and exhibits thereto, the "Registration Statement"), under  
the  Securities  Act  with  respect to the securities offered pursuant to this  
Prospectus.  This Prospectus does not contain all of the information set forth  
in  the  Registration  Statement,  certain  parts  of  which  are  omitted  in  
accordance  with  the  rules  and  regulations of the Commission.  For further  
information,  reference is made to the Registration Statement and the exhibits  
filed  as a part thereof.  Statements contained herein concerning any document  
filed  as  an  exhibit  are  not  necessarily  complete and, in each instance,  
reference  is  made  to  the  copy of such document filed as an exhibit to the  
Registration  Statement.   Each such statement is qualified in its entirety by  
such  reference.                                                                

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                       

        The  following  documents  filed  with  the  Securities and Exchange
Commission  (the "Commission") pursuant to the Securities Exchange Act of 1934  
(the  "Exchange  Act")  by  the  Company (File No. 000-23174) are incorporated  
herein  by  reference:                                                          

        (a)          the  Company's  annual report for the fiscal year ended
December  31, 1996 filed on Form 10-KSB, as filed with the Commission on March  
31,  1997;                                                                      

        (b)      the Company's quarterly reports for the periods ended March
31,  June 30, and September 30, 1997, each filed on Form 10-QSB, as filed with  
the Commission on May 15, August 12, and October 9, 1997, respectively, and as  
amended  on  Forms  10-QSB/A  on  August  19,  1997  and  October  14,  1997,   
respectively;                                                                   

        (c)     the Company's current reports dated January 21, April 2, May
28, June 27, July 31, August 13, and November 26, 1997 on Form 8-K, as amended  
on  December  31,  1997  on  Form  8-K/A;  and                                  

        (d)          the  description of the Company's Common Stock which is
contained  in the Company's Registration Statement on Form 8-A filed under the  
Exchange  Act,  including  any  amendment  or reports filed for the purpose of  
updating  such  description.                                                    

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        All other documents filed by the Company pursuant to Sections 13(a),
13(c),  14  and  15(d)  of  the  Exchange  Act  subsequent to the date of this  
Prospectus  and  prior  to  the  termination  of the Offering pursuant to this  
Prospectus shall be deemed to be incorporated by reference and to be a part of  
this  Prospectus  from  the  date  of filing of such documents.  Any statement  
contained in a document incorporated or deemed to be incorporated by reference  
herein  shall  be  deemed  to  be  modified or superseded for purposes of this  
Prospectus  to  the  extent  that  a  statement  contained  herein  or  in any  
subsequently  filed  document which also is or is deemed to be incorporated by  
reference  herein  modifies  or  supersedes  such statement.  Any statement so  
modified  or  superseded  shall  not  be  deemed,  except  as  so  modified or  
superseded,  to  constitute  a  part  of  this  Prospectus.                     

        The  Company  will  provide without charge to each person  to whom a
copy of this Prospectus is delivered, upon oral or written request of any such  
person,  a  copy  of  any  or  all  of  the  documents  incorporated herein by  
reference, other than the exhibits to such documents (unless such exhibits are  
specifically  incorporated  by  reference  into  the  information  that  this   
Prospectus  incorporates).    Requests  should  be  directed  to  the Investor  
Relations  Department, The Quizno's Corporation, 1099 18th Street, Suite 2850,  
Denver,  Colorado  80202,  telephone  (303)  291-0999.                          

THE  COMPANY                                                          

GENERAL                                                                         

        The  Company  is  engaged  in  franchising  and, to a lesser extend,
operating QSRs (the "Restaurants") using the registered service mark "Quizno's  
"  and  the  name  "Quizno's  Classic  Subs."  The Restaurants offer a menu of  
submarine  style  sandwiches, salads, soups, desserts and beverages, including  
"Classic  Lite"  selections  of  submarine  sandwiches and salads designed for  
consumers  who  are looking for a low-fat, healthy alternative to typical fast  
food  products.                                                                 

        The  Company  believes  that the submarine sandwiches offered in the
Restaurants are distinctive in the market for several reasons.  Each submarine  
sandwich  is  prepared after the customer orders and with special ingredients,  
recipes  and  techniques.    These  ingredients,  recipes  and  techniques are  
controlled  to  provide  uniformity  of  taste  and  quality  among all of the  
Restaurants.                                                                    

        One  of  the  most  important  distinctions of the Quizno's sandwich
product  is that it is served to the customer warm.  Each sandwich is prepared  
open  face  and  run  through a conveyor oven that toasts the bread, melts the  
cheese  and  enhances  the  flavors  of  the  meats.                            

        The  Company  focuses on the quality of the ingredients contained in
the  food products it uses and requires that all of its specified ingredients,  
which  are  generally  higher quality than those that other submarine sandwich  
shops  use,  be  purchased  from  approved suppliers.  The cheeses used in the  
Restaurants  are  all  natural.   The Italian style meats include a wine-cured  
Genoa  salami,  pepperoni  and  capicola,  an  Italian spiced ham.  The turkey  
breast  is  real  turkey  breast.                                               

        The  Restaurants also are required to use certain products which are
prepared  for  the Company in accordance with proprietary recipes developed by  
the  Company.    Foremost among these is Quizno's special recipe soft baguette  
style bread and its red-wine based vinaigrette dressing used as a base on most  
of the sandwiches.  In addition, the Restaurants use the Company's proprietary  
recipe  tuna  mix  blend,  garlic  oil  blend,  and  marinara  sauce.           

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        The Restaurants' upscale decor is designed to convey an Italian deli
ambiance and to match the upscale QSR market niche represented by the product.  
The  typical  Restaurant has a seating capacity of 20 to 60 customers at up to  
30  tables.    Open  kitchens allow customers to watch as their sandwiches are  
prepared.  The decor package for the Restaurants includes framed reproductions  
of  old  Italian food product labels, hand-painted Italian style posters.  The  
Italian  theme  is  carried through in standard red and green seating fixtures  
against  a  black  and  white  ceramic tile floor.  Real wood trim adds a rich  
warmth  to the dining room not found in typical fast food dining environments.  

        Besides  a  pleasant  upscale  environment  for in-house dining, the
Restaurants  offer  conveniently  packaged  meals for carry out to serve lunch  
time  office  workers  and  to  serve the home meal replacement segment of the  
market.                                                                         

        Quizno's  Restaurants  were  first  opened  in 1981 by the Company's
predecessor.    As  of  September  30,  1997,  there  were  241 Restaurants in  
operation, of which 13 are Company-owned, and agreements were in place for the  
opening of an additional 170 franchised Restaurants.  Since its inception, the  
Company  has  incurred losses totaling $2,158,709, through September 30, 1997.  
The  Company  has  financed  these losses primarily through the sale of common  
stock  and  through  the  issuance  of  preferred stock as well as convertible  
subordinated  debt.  For the nine months ended September 30, 1997, the Company  
has  incurred  a loss of $205,000 compared to $475,000 in its prior year.  The  
Company's trends are positive in that for the three months ended September 30,  
1997,  it  had  a  profit of $90,000 as compared to a loss of $279,000 for the  
same period in the preceding year.  As seen in its statement of cash flows for  
the  nine  months  ended  September  30, 1997, the Company generated cash from  
operations  of  approximately  $165,000.   The Company believes its ability to  
generate  cash  flow,  combined  with  additional financing if necessary, will  
generate sufficient cash to support its operations for the next twelve months.  

        The  Company's  principal  executive  office is located at 1099 18th
Street,  Suite 2850, Denver, Colorado 80202, and its telephone number is (303)  
291-0999.                                                                       

RECENT  DEVELOPMENTS                                                            

        During  the  months  of  October  and  November of 1997, the Company
raised  $835,000  through a private placement of 167,000 shares of its Class C  
Convertible  Preferred  Stock.  Such Class C shares carry a preferred dividend  
of  12%  per  annum  until  converted  and  are  immediately  convertible on a  
one-for-one  basis  into  shares  of  the Company's Common Stock.  During such  
period,  the Company also issued 100,000 shares of its Class B Preferred Stock  
to  its  principal lender upon the conversion of $500,000 of debt principal to  
such  shares.    Such  Class B shares carry a preferred dividend of 12.75% per  
annum,  are  redeemable by the Company and are convertible after five years at  
the  then  market  value.                                                       

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        As  a  result  of  these  preferred  stock  sales, and assuming they
occurred as of September 30, 1997, the Company's pro forma Balance Sheet would  
be  adjusted  as  follows:                                                      

THE QUIZNO'S CORPORATION  

Summary Financial Data  
September 30, 1997  
(Unaudited) 

                                                                [Download Table]


                                                 September 30,     Pro Forma  
                                                     1997        September 30,
                                                 As  Reported        1997     
                                                 ------------    -------------
                                                                              
Current  assets                                   $3,501,036     $4,336,036(1)

Property  and  equipment,  net                     1,763,742      1,763,742   

Other  assets                                      1,942,225      1,942,225   
                                                 -----------      ---------   

Total  assets                                     $7,207,003     $8,042,003   
                                                 ===========     ==========   

Current  liabilities                              $1,575,880     $1,575,880   

Long-term  liabilities                             2,202,908      1,702,908(1)
Deferred  franchise  fees                          2,269,756      2,269,756   

Stockholders'  equity                                                         
 Preferred  stock,  $.001  par  value,                                        
  1,000,000  shares authorized                                                
 Class  A  -  146,000  issued  and                                            
  outstanding,  liquidation value  of                                         
  $6  per  share  plus  unpaid  and                                           
  accumulated dividends                                  146            146   
 Class  B  -  0  and  100,000  (pro                                           
  forma)  shares  issued  and                                                 
  outstanding,  liquidation                                                   
  value  of  $5  per  share  plus                                             
  unpaid  and  accumulated  dividends                     -             100(1)
 Class  C  -  0  and  167,000  (pro                                           
  forma)  shares  issued  and                                                 
  outstanding,  liquidation  value                                            
  of  $5  per  share  plus                                                    
  unpaid  and  accumulated  dividends                     -             167(1)
Common  stock,  $.001  par  value,                                            
 9,000,000  shares authorized,  issued                                        
 and  outstanding  2,904,567                           2,905          2,905   
Capital  in  excess  of  par  value                3,314,117      4,648,850   
Accumulated  deficit                              (2,158,709)    (2,158,709)  
                                                  ----------      ---------   
                                                   1,158,459      2,493,459   
                                                  ----------      ---------   

                                                  $7,207,003     $8,042,003   
                                                  ==========     ==========   

(1)     Assumes the conversion of $500,000 of the $2 million debt into Class B  
Preferred  Stock  and  the  sale  of  $835,000  of  Class  C  Preferred  Stock  

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       On  November  12,  1997,  The  Quizno's  Acquisition  Company  (the
"Company"),  a wholly-owned subsidiary of the Company, acquired certain assets  
used  in the franchise operations and restaurant business known as Bain's Deli  
from  Bain's  Deli  Franchise  Associates  and  Jolles  #4  Partnership  (the   
"Sellers").    The  Company acquired the rights to operate three company-owned  
restaurants  and  to  be  the  franchisor  of  sixty  operating  Bain's  Deli   
restaurants.    The  consideration  paid by the Company to the Sellers for the  
acquisition was valued at $1,235,000, subject to adjustment upward or downward  
in  certain  circumstances.    Such consideration is as follows:  Sellers were  
paid $555,490 at the closing, the Company is obligated to issue Sellers 18,182  
shares of its common stock, and a promissory note was issued by the Company to  
the  Sellers  in  the principal amount of $579,510, bearing simple interest at  
10%  per  annum,  payable by the Company in monthly payments of $10,735.91 for  
seventy-two  months.  The Company has the right to adjust the principal amount  
of the promissory note as a setoff in certain circumstances.  In addition, the  
Company  entered  into  a  consulting  agreement  with  Mr.  Jordon A. Katz, a  
principal  of  the  Sellers,  purchased  the  name  "Bain's  Deli" from Jolles  
Corporation  and entered a managing agreement with Jeffrey Jolles, a principal  
of  Jolles  Corporation.                                                        

On  December  5, 1997, an arbitration involving the Company as a defendant was  
scheduled  for  hearing  on  January 12, 1998.  The Demand for Arbitration was  
filed  on  December  31,  1996  by  S2D  Subs, LLC, a former franchisee of the  
Company  (S2d  Subs,  LLC v. The Quizno's Corporation Case No. 54 11400027 97,  
American  Arbitration  Association).    The  arbitration also names Richard E.  
Schaden, the President, Chief Executive Officer and a Director of the Company,  
Richard F. Schaden, A Director and Secretary of the Company, another member of  
their  family  and  a  former employee of the Company.  The allegations of the  
plaintiff  include  breach of contract, fraud, misrepresentation, unfair trade  
practices  and  violation of the Michigan Franchise Investment Law.  While the  
specific  amount  sought  by  the  plaintiff  is  not stated in the Demand for  
Arbitration,  preliminary  discussions  between representatives of the parties  
suggested  plaintiff  would  settle  for  approximately $300,000.  The Company  
rejected  any  possible  settlement  at  that  level.  The Company and all the  
defendants  have  denied  the  allegations and intend to vigorously defend the  
action.   Management of the Company does not believe that this claim will have  
a  material  adverse  affect  on  the  Company.    The  Company  has  filed  a  
counterclaim  against  S2D,  LLC  alleging  among  other things, breach of its  
franchise  agreement.                                                           

RISK  FACTORS                                                         

        Each  prospective  investor  should carefully consider the following
factors  inherent  in  and  affecting  the  business  of the Company, and this  
offering before making a decision to purchase the Common Stock offered hereby.  

NO  OPERATING  PROFIT  TO  DATE                                                 

        The  Company  began  business  operations  in  January 1991 and went
public  in  early  1994.  The Company has not yet earned a profit in any year.  
The  Company had net losses applicable to common stockholders of $1,075,908 in  
1996,  $348,512  in  1995  and  $768,266 in 1994.  See "THE COMPANY - General"  

COMPETITION  FOR  BUSINESS                                                      

        The restaurant industry is highly competitive with respect to price,
service,  food  quality  and  location and there are numerous well-established  
competitors  possessing  substantially greater financial, marketing, personnel  
and  other resources than the Company.  Many of the Company's competitors have  
achieved  significant  national,  regional  and  local  brand name and product  
recognition and engage in extensive advertising and promotional programs, both  
generally  and  in  response to efforts by additional competitors to enter new  
markets  or  introduce  new  products.    The  quick  service  industry  is     
characterized  by  the  frequent  introduction of new products, accompanied by  
substantial  promotional  campaigns.                                            

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        Industry  data  indicates  that  over  the  decade of the 1990s, the
number  and  frequency  of  Americans eating out has increased.  However, such  
data  also  indicates  that  the number of restaurants, and particularly QSRs,  
have  increased  more rapidly than the number of customers during this decade.  
Increasing  competition  has  reduced  margins  and made consistent profitable  
operations  more  of  a  challenge.                                             

        Culinary  fashions  among  Americans  will also impact the Company's
profitability.    As eating habits change and types of cuisine move in and out  
of  fashion,  the  Company's  challenge  will be to maintain a menu within the  
Company's  distinctive  culinary  style  that  appeals to an increasing market  
share.                                                                          

        In  response  to flat growth rates and declines in average sales per
restaurant,  certain of QSR companies have adopted "value pricing" strategies.  
Such strategies could have the effect of drawing customers away from companies  
that  do  not  engage in discount pricing and could also negatively impact the  
operating  margins  of  competitors that do attempt to match competitors price  
reductions.    Continuing  or sustained price discounting in the quick service  
industry  could  have  an  adverse  effect  on  the  Company.                   

COMPETITION  FOR  AND  DEPENDENCE ON AREA DIRECTORS, FRANCHISEES AND LOCATIONS  

        The  Company's future success will depend, in part, upon its ability
to  attract  qualified  Area  Directors and franchisees, who will be primarily  
responsible  for  the development of the Quizno's concept in their regional or  
local  area,  and  upon  the  ability of its Area Directors and franchisees to  
obtain  suitable Restaurant locations and sufficient financing to successfully  
develop and operate Restaurants.  The market for suitable Restaurant locations  
is  highly  competitive  because  both  restaurant  and  non-restaurant retail  
operations  compete  for  prime real estate sites.  The Company will train and  
work  with  its  Area  Directors  and  franchisees to maintain the quality and  
ambiance that are integral to the Quizno's concept.  However, no assurance can  
be given that the Company's Area Directors and franchisees will be successful.  

VIABILITY  OF  CONCEPT  NATIONWIDE                                              

        To  date,  most  of  the  Company's mature franchises are located in
Colorado  and  Colorado  is  the  Company's  most  developed  market.    While  
franchisees  of the Company have opened over 175 Restaurants in other markets,  
there  can  be  no  assurance  that the Company's concept of a higher quality,  
health  conscious  food  product, served in a Italian deli-like ambiance, will  
appeal  to  consumers  in  other  areas  of  the  United  States.               

ABILITY  TO  ACHIEVE  DESIRED  EXPANSION                                        

        The  Company's  growth  strategy  is  to  focus  on  the  controlled
development  of  additional  franchised  and  Company-operated  Restaurants in  
selected  markets  across  the United States.  The Company's ability to expand  
will  depend  on  a  number of factors, including the availability and cost of  
suitable  locations, the hiring, training and retraining of skilled management  
and other personnel, the availability of adequate financing, the selection and  
acceptability  of  franchisees  and  other facts, some of which are beyond the  
control  of  the  Company.   There can be no assurance that the Company or its  
franchisees  will  be  able to continue to open the planned new Restaurants or  
that,  if  opened,  those Restaurants can be operated profitably.  The Company  
has  not  yet  been  able  to  institute  a program with one or more financial  
institutions  to provide regular financing to its franchisees.  The opening of  
additional  Restaurants  in  the  same  market  areas could have the effect of  
attracting  customers  from  existing  Restaurants  located  in  that area and  
thereby  reduce  sales  volumes  in  existing  Restaurants.                     

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IMPACT  OF  NATIONAL  AND  REGIONAL  ECONOMIES                                  

        The  health  of  national  and  regional economies has a significant
impact  on  the restaurant industry.  An expanding economy provides disposable  
income,  which  causes  customers  to  eat out more frequently.  A national or  
regional  economic  slow  down  will, in all probability, adversely impact the  
operations  of  restaurants,  including  those  owned  and  franchised  by the  
Company.    This,  in turn, will adversely impact the Company's royalty income  
and income from Company-owned Restaurants.  The Company's franchises are still  
concentrated  in  a  few  regions  of the U.S., and therefore adverse economic  
conditions  in  those  regions  may  have  a  materially adverse impact on the  
Company's  profitability.    Finally,  because many Company franchisees are in  
areas  affected  by severe winter weather, such weather could adversely impact  
the  Company's  royalty  income.                                                

LABOR  AND  OTHER  COSTS                                                        

        Costs of labor and employee benefits are significant expenses in the
restaurant industry.  While such costs have remained stable in recent years, a  
significant  increase  in  wages throughout the country could adversely impact  
the Company and other restaurant businesses.  Costs of food and non-food items  
are also significant factors in the restaurant industry and, finally, the cost  
of  marketing  may  negatively  impact  restaurant operations, particularly in  
competitive  markets  where  the  brand  name  is  not  yet  established.       

CONFLICTS  OF  INTEREST                                                         

        Mr. Richard F. Schaden, an officer and director of the Company, owns
interests  in  entities  that  hold  two  Quizno's  Area  Directorships.   Mr.  
Frederick  H. Schaden, a director of the Company, also owns an interest in one  
of  those  entities.    Conflicts  of  interest  may  arise  with  respect  to  
transactions  between  the  Company  and  Area  Directors in which officers or  
directors  of the Company hold an interest, such as when loans are made by the  
Company  to  such  Area  Directors.    Company-owned  stores will also present  
conflict  of  interest  issues,  particularly  with respect to the location of  
Company-owned  stores  in  relation to franchisee-owned stores and the amounts  
allocated  by the Company for goods and services that are also provided by the  
Company  to  its  franchisees  for  a  fee,  such  as  advertising  services.   

GENERAL  LIABILITY  INSURANCE                                                   

        Although  the  Company  carries  general  liability  and  commercial
insurance  of up to $1,000,000 per occurrence and $2,000,000 in the aggregate,  
subject  to  no deductible, there can be no assurance that this insurance will  
be  adequate  to  protect  the  Company against any general, commercial and/or  
product  liability  claims.   Any general, commercial and/or product liability  
claim  which  is  not covered by such policy, or is in excess of the limits of  
liability of such policy could have a material adverse effect on the financial  
condition  of the Company.  There can be no assurance that the Company will be  
able  to  maintain  this  insurance  on  reasonable  terms.                     

DEPENDENCE  ON  RICHARD  E.  SCHADEN                                            

        The  success  of  the  Company's business will be dependent upon Mr.
Richard  E.  Schaden,  its  Chief  Executive  Officer,  who  is also principal  
stockholders  of  the  Company.  The Company's anticipated growth also depends  
upon  its  ability  to  attract  and retain skilled management personnel.  The  
Company has obtained key-man life insurance in the amount of $1,000,000 on Mr.  
Schaden's  life.                                                                

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CONTROL  BY  EXISTING  STOCKHOLDERS                                             

        Richard  E. and Richard F. Schaden (the "Schadens") own an aggregate
of  approximately  54%  of the outstanding voting Common Stock of the Company,  
and  rights  to  purchase  an  additional  approximately 181,000 shares in the  
future.  Shareholders do not have cumulative voting rights with respect to the  
election  of  directors.    The  Schadens have the ability to elect all of the  
directors  of the Company and to thereby direct or substantially influence the  
management,  policies  and  business operations of the Company and to have the  
power  to  control  the  outcome  of  any  matter submitted to the vote of the  
Company's  stockholders.                                                        

NO  DIVIDENDS  ANTICIPATED                                                      

        The  Company  has never paid any cash dividends on its Common Stock.
The Company anticipates that in the future, earnings, if any, will be retained  
for  use  in  the business, and it is not anticipated that cash dividends with  
respect  to  the  Common  Stock  will  be  paid  in  the  foreseeable  future.  

POSSIBLE  PRICE  OF  THE  COMPANY'S  COMMON  STOCK                              

        The  market  price  of  the  Company's  Common Stock has been highly
volatile.    Factors  such  as  the  Company's operating results and the small  
volume of shares of its Common Stock that are traded have a significant effect  
on the market price of the Company's Common Stock.  In addition, market prices  
for  the  securities  of many emerging and small capitalization companies have  
experience  wide  fluctuations in response to variation in quarterly operating  
results  and  general  economic  indicators  and  conditions, as well as other  
factors  beyond  the  control  of  the  Company.                                

PREFERRED  SHARES  AVAILABLE  FOR  ISSUANCE                                     

        The  Company  has  one million shares of Preferred Stock authorized.
The  Company  has  issued  146,000  shares of Class A Preferred Stock, 100,000  
shares  of  Class  B  Preferred  Stock and 167,000 shares of Class C Preferred  
Stock, upon which monthly dividends are paid.  Such Classes of Preferred Stock  
are  senior  to  the Common Stock as to dividends and liquidation preferences.  
Shares  of  Preferred Stock may be issued by the Company in the future without  
shareholder  approval  and  upon  such  terms  as  the  Board of Directors may  
determine,  including  the payment of dividends.  The rights of the holders of  
Common Stock will be subject to and may be affected adversely by the rights of  
holders  of  shares  of  any Preferred Stock that may be issued in the future.  
The  availability  of  Preferred Stock, while providing desired flexibility in  
connection with possible acquisitions and other corporate purposes, could have  
the effect of discouraging a third party from acquiring control of the Company  
through  the  purchase  of  shares  of  the  Common  Stock.                     

GOVERNMENT  REGULATIONS                                                         

        The  restaurant  business is subject to extensive federal, state and
local  government  regulations  relating  to  the development and operation of  
restaurants,  including  regulations  relating  to  building  and  zoning       
requirements  and  the  preparation and sale of food, and laws that govern the  
Company's  relationship with its employees, such as minimum wage requirements,  
overtime  and working conditions and citizenship requirements.  The failure to  
obtain  or  retain  food licenses or substantial increases in the minimum wage  
could  adversely affect the operation of the Restaurants.  The Company is also  
subject to federal regulations and certain state laws which regulate the offer  
and  sale  of  franchises  to  its  franchisees.                                

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CONTINUED  LISTING  AND  PENNY  STOCK  REGULATIONS                              

        The  daily  trading  price  of  the  Company's Common Stock has been
quoted on the Nasdaq SmallCap Market since its initial public offering.  There  
can  be  no  assurance  that  quotation  on the Nasdaq SmallCap Market will be  
maintained.   In August 1997, The Nasdaq Stock Market, Inc. issued new listing  
maintenance  requirements  for the Nasdaq SmallCap Market, which may adversely  
affect  the  ability  of  listed  companies  to maintain their Nasdaq SmallCap  
listings.   The Company currently meets the new Nasdaq SmallCap Market listing  
maintenance  requirements.    If  the  Company  fails  to meet the maintenance  
criteria  in  the  future, the trading price for the Common Stock would not be  
carried  in  many newspapers, and the shares might be subject to certain rules  
of  the  Securities and Exchange Commission relating to "penny stocks."  These  
rules  require  that  broker-dealers must apply a special suitability standard  
for  purchasers  of  stocks of companies subject to such rules and receive the  
purchaser's  prior  written  consent  for  the  transaction.   These rules, if  
applied  to  the Company's Common Stock in the future, may inhibit the ability  
of  broker-dealers to sell the Company's Common Stock in the secondary market.  

IMPACT  OF  SHARES  ELIGIBLE  FOR  FUTURE  SALE                                 

  Future  sales  by  existing  stockholders  could  adversely  affect  the
prevailing  market  price  of  the Common Stock.  As of September 30, 1997 the  
Company  had  2,904,567  shares of Common Stock outstanding.  Of these shares,  
approximately  1,300,000  shares are freely transferable without restrictions.  
The  remainder,  principally  owned  by  insiders, may be sold into the public  
market  from  time  to  time  in  the  future,  and  thereby  become  freely    
transferable.    As  of  September  30, 1997, 6,989 shares had been issued and  
approximately  280,000  shares  were issuable upon the exercise of outstanding  
options.    The  Company  is  authorized  to  issue  options  covering  up  to  
approximately  650,000  unissued    shares  of  Common  Stock  to  employees,   
directors,  advisors  and  Area  Directors.    The Company intends to register  
Common  Stock  underlying  such  options in early 1998.  Upon exercise of such  
options, the shares would be eligible for immediate sale in the public market.  
In  addition,  446,000  shares of Common Stock have been reserved for issuance  
upon  conversion  of  the  outstanding  shares of Class A, Class B and Class C  
Preferred Stock of the Company, and one of the Company's major lenders has the  
right to convert debt or exercise warrants for 415,056 shares of Common Stock.  

FORWARD-LOOKING  STATEMENTS                                                     

Certain  of  the  information  discussed  in  this  Prospectus  are   
forward-looking  statements  that  involve  risks and uncertainties that might  
adversely  affect  the Company's operating results in the future in a material  
way.    Such  risks  and  uncertainties  include, without limitation, the risk  
factors  discussed  above.   Many of these risks are beyond the control of the  
Company.                                                                        

USE  OF  PROCEEDS                                                     

        The net proceeds from the sale of the Shares will be received by the
Selling  Stockholders.   The Company will not receive any of the proceeds from  
any  sale of the Shares by the Selling Stockholders.  The Company has received  
funds  upon  the  exercise  of  the Options by the Selling Shareholders.  Such  
funds  will be used for general corporate purposes, including working capital.  

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SELLING  STOCKHOLDERS                                                           

        The  table  below sets forth information as of January 29, 1998 with
respect  to  the  Selling Stockholders, including names, holdings of shares of  
Common  Stock  prior to the offering of the Shares, the number of Shares being  
offered for each account, and the number of shares of Common Stock to be owned  
by  the  Selling  Stockholders  immediately  following the sale of the Shares,  
assuming  all  of  the  offered  Shares  are  sold.                             

                                                                [Download Table]

                            Shares of                              Shares of  
                           Common Stock                          Common Stock 
                           Beneficially                              to be    
                           Owned Before         Shares of        Beneficially 
                              the             Common Stock        Owned After 
Name                       Offering  (1)     Being  Offered      Being Offered
----                       -------------     --------------     --------------
                                                                              
Byron Stevens Enterprises,                                                    
 Inc.                          1350               1350                  0     
Falcon  Ventures,  Ltd.        1350               1350                  0     
P.S. Restaurant Management,                                                   
 Inc.                           900                900                  0     
BBD Management (Wash), Inc.     750                750                  0     
QSD  Development,  LLC          600                600                  0     
The  Food  Group,  LLC          600                600                  0     
Alscott,  Inc.                  600                600                  0     
Robert  Taylor                  450                450                  0     
Condor  of  Raleigh,  LLC       450                450                  0     
Lenlar,  LLC                    450                450                  0     
Roger  Grieco                   450                450                  0     
Impetus  Profit  LLC            300                300                  0     
Classic  Foods,  Inc.           300                300                  0     
Joel  Davis                     300                300                  0     
David  Kajganich                300                300                  0     
LBT  Restaurants,  Inc.         210                210                  0     
Charles  Cerny                  150                150                  0     
Zachary  Enterprises  LLC       150                150                  0     
Bruce  Eubanks                   90                 90                  0     

RELATIONSHIP  BETWEEN  THE  COMPANY  AND  THE  SELLING  STOCKHOLDERS            

        Each  of  the  Selling  Stockholders  is  an  Area  Director for the
Company,  with responsibility to sell company franchises in a specific region.  
Area  Directors  are independent contractors of the Company who are subject to  
an  Area  Director  Marketing  Agreement  with  the  Company.                   

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PLAN  OF  DISTRIBUTION                                                

        Any  distribution  of  the Shares by the Selling Stockholders, or by
their  pledgees,  donees,  transferees or other successors in interest, may be  
effected  from  time to time in one or more of the following transactions: (a)  
to  underwriters  who will acquire the Shares for their own account and resell  
them  in  one  or  more  transactions, including negotiated transactions, at a  
fixed  public  offering  price  or at varying prices determined at the time of  
sale  (any  public  offering  price and any discount or concessions allowed or  
reallowed  or  paid  to dealers may be changed from time to time); (b) through  
brokers,  acting  as  principal  or  agent, in transactions (which may involve  
block  transactions) on the Nasdaq Stock Market or on one or more exchanges on  
which the Shares are then listed, in special offerings, exchange distributions  
pursuant  to  the rules of the applicable exchanges or in the over-the-counter  
market,  or  otherwise,  at  market  prices prevailing at the time of sale, at  
prices  related  to  such prevailing market prices, at negotiated prices or at  
fixed  prices;  (c)  directly or through brokers or agents in private sales at  
negotiated  prices; or (d) by any other legally available means.  In addition,  
any  securities  covered by this Prospectus which qualify for sale pursuant to  
Rule  144 of the Securities Act ("Rule 144") may be sold under Rule 144 rather  
than pursuant to this Prospectus.  All discounts, commissions or fees incurred  
in connection with the sale of the Common Stock offered hereby will be paid by  
the  Selling  Stockholders,  except  that the expenses of preparing and filing  
this Prospectus and the related Registration Statement with the Securities and  
Exchange Commission, and of registering or qualifying the Common Stock will be  
paid  by  the  Company.                                                         

        The  Selling Stockholders and such underwriters, brokers, dealers or
agents,  upon effecting a sale of the Shares, may be considered "underwriters"  
as  that  term  is  defined  by  the  Securities  Act.                          

        Underwriters  participating  in  any  offering made pursuant to this
Prospectus  (as  amended  or  supplemented  from  time  to  time)  may receive  
underwriting  discounts  and  commissions,  discounts  or  concessions  may be  
allowed  or  reallowed or paid to dealers, and brokers or agents participating  
in  such  transaction  may  receive  brokerage or agent's commissions or fees.  

        If required at the time a particular offering of the Shares is made,
a  Prospectus Supplement would be distributed which would set forth the amount  
of  the  Shares  being  offered  and  the terms of the Offering, including the  
purchase  price  or  public  offering  price,  the  name  or  names  of  any    
underwriters,  dealers  or  agents, the purchase price paid by any underwriter  
for  the  Shares  purchased  from  the  Selling  Stockholders,  any discounts,  
commissions  and  other  items  constituting  compensation  from  the  Selling  
Stockholders  and  any  discounts,  commissions  or  concessions  allowed  or   
reallowed  or  paid  to  dealers.    The  Company  has  been  informed that no  
underwriter  for  the  Shares  has  been  engaged  at  this  time.              

        In  order  to  comply with the securities laws of certain states, if
applicable,  the  Shares will be sold in such jurisdictions, if required, only  
through  registered  or  licensed brokers or dealers.  In addition, in certain  
states  the  Shares  may not be sold unless the Shares have been registered or  
qualified  for  sale  in  such  state  or  an  exemption  from registration or  
qualification  is  available  and  complied  with.                              

        The  Company  has  agreed  that it will bear all costs, expenses and
fees  in  connection  with  the  registration  of  the  Shares.                 

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INDEMNIFICATION OF OFFICERS AND DIRECTORS                             

        Article  109  of  the  Colorado  Business  Corporation Act generally
provides  that  a corporation may indemnify its directors, officers, employees  
and  agents  against liabilities and action, suit or proceeding whether civil,  
criminal,  administrative  or  investigative and whether formal or informal (a  
"Proceeding"),  by  reason  of  being  or  having  been  a  director, officer,  
employee,  fiduciary  or  agent  of  the Company, if such person acted in good  
faith  and reasonably believed that his conduct, in his official capacity, was  
in  the  best  interests  of the Company (or, with respect to employee benefit  
plans,  was in the best interests of the participants of the plan), and in all  
other  cases  that  his conduct was at least not opposed to the Company's best  
interests.    In  the  case  of  a criminal proceeding, the director, officer,  
employee  or  agent  must  have  had  no  reasonable cause to believe that his  
conduct  was  unlawful.    Under Colorado Law, the Company may not indemnify a  
director,  officer, employee or agent in connection with a proceeding by or in  
the right of the Company if the director is adjudged liable to the Company, or  
in  a proceeding in which the directors, officer employee or agent is adjudged  
liable  for  an  improper  personal  benefit.                                   

        The  Company's  Articles  of  Incorporation provide that the company
shall  indemnify  its  directors,  and  officers,  employees and agents to the  
fullest  extent  and  in the manner permitted by the provisions of the laws of  
the  State  of  Colorado,  as  amended  from  time  to  time,  subject  to any  
permissible  expansion  or  limitation  of such indemnification, as may be set  
forth  in  the  by-laws  of  the  Company  or  any shareholders' or directors'  
resolution or by contract.  Consistent with its Articles of Incorporation, the  
Company  has  entered  into  agreements  to  provide  indemnification  for the  
Company's  directors  and  certain  officers.                                   

        Insofar  as  indemnification  for  liabilities  under the Act may be
permitted  to  directors, officers or persons controlling the Company pursuant  
to the foregoing provisions, the company has been informed that in the opinion  
of  the Commission, such indemnification is against public policy as expressed  
in  the  Act  and  is  therefore  unenforceable.                                

LEGAL MATTERS               

        The  validity  of the Shares offered hereby is being passed upon for
the  Company  by  Lyle  B.  Stewart,  P.C.,  Denver,  Colorado.                 

EXPERTS                                                               

        The  consolidated financial statements of the Company as of December
31, 1995 and 1996 and for each of the three years in the period ended December  
31,  1996  appearing  in  the Form 10-KSB  have been audited by Ehrhardt Keefe  
Steiner  &  Hottman  P.C.,  independent  auditors,  as  stated in their report  
appearing  therein, and have been incorporated herein by reference in reliance  
upon  the  report  of  such  firm  given  upon  their  authority as experts in  
accounting  and  auditing.  With respect to the unaudited interim consolidated  
financial information in the Company's quarterly reports for the periods ended  
March  31,  June  30, and September 30, 1997, each filed on Forms 10-QSB or as  
amended  on  Forms 10-QSB/A, the independent certified public accountants have  
not  audited  or reviewed such consolidated financial information and have not  
expressed  an  opinion  or  any  other  form of assurance with respect to such  
consolidated  financial  information.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B3’ Filing	Date	First	Last	Other Filings

Filed on:	2/3/98			8-K
	2/2/98	1	2
	1/30/98	2
	1/29/98	13		S-8
	1/12/98	8
	12/31/97	4		10KSB, 10KSB/A, 8-K, 8-K/A
	12/5/97	8
	11/26/97	4		8-K
	11/12/97	8		8-K/A
	10/14/97	4		10QSB/A
	10/9/97	4		10QSB
	9/30/97	4	15	10QSB, 10QSB/A
	8/19/97	4		10QSB/A
	3/31/97	4		10KSB, 10QSB
	12/31/96	4	15	10KSB, DEF 14A
	12/31/95	15
				List all Filings

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Filing Submission 0000949303-98-000008 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Quiznos Corp – ‘424B3’ on 2/3/98

As of: Tuesday, 2/3/98 · Accession #: 949303-98-8 · File #: 333-45205

Prospectus — Rule 424(b)(3)Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(3)
Filing Table of Contents